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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 August 1, 2003 to August 12, 2003
PENGROWTH ENERGY TRUST
Petro-Canada Centre — East Tower
2900, 111 — 5th 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):_________]
| SIGNATURES | ||||||||
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DOCUMENTS FURNISHED HEREUNDER:
| 1. | Second Quarter Report for the period ended June 30, 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 |
||||
| August 12, 2003 | By: | Name: Gordon M. Anderson Title: Vice President |
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S E C O N D Q U A R T E R R E S U L T S
J U N E 3 0 , 2 0 0 3
H I G H L I G H T S
Total production in the second quarter of 2003 averaged 48,839 boepd and for the first six months was 49,828 boepd.
•
Netbacks for the period increased by 38% to $17.93 per boe compared to $12.97 per boe in the second quarter of 2002.
•
Operating costs were $7.80 per boe in the second quarter of 2003, down from $8.63 reported in the first quarter. The reduction of operating costs per boe in the second quarter is attributable mainly to the acquisition of the SOEP onshore facilities in May 2003 which has eliminated the onshore processing fees charged to Pengrowth along with a $1.0 million refund of offshore processing fees received in the second quarter.
•
Pengrowth paid $61.8 million ($0.67 per trust unit) in cash distributions during the second quarter and retained $7.9 million to fund capital expenditures or repay debt. An additional $9.9 million earned in the first half is intended to be distributed to unitholders over the remainder of 2003.
•
Pengrowth realized an average commodity price of $37.63 per boe in the second quarter of 2003 as compared to $30.06 in second quarter 2002, a 25% increase from the second quarter 2002.
•
On April 23, 2003, 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 pipeline to shore and the onshore processing facilities downstream of the Thebaud processing platform for net closing payments of approximately $57 million after adjustments for capital, processing and interest. The acquisition will serve to significantly reduce the processing fees paid by Pengrowth.
•
On June 17, 2003, a new management agreement was approved by unitholders at the annual general meeting. The new agreement is designed to incentivize the Manager to enhance per unit performance. The new agreement includes substantially reduced base fees, the elimination of acquisition fees, and the introduction of a performance-based fee.
•
Subsequent to quarter end, on July 23, Pengrowth successfully completed a public offering of 8.5 million trust units at $16.95 per unit to raise total gross proceeds of $144.1 million and net proceeds of $136 million. A portion of the net proceeds were used to repay bank indebtedness incurred to fund prior acquisitions. The balance will be available for potential future acquisitions.
Note regarding currency: All figures contained within this report are quoted in Canadian dollars unless otherwise indicated.
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Financial and Operating Highlights
| Three Months ended | Six Months ended | ||||||||||||||||||||||||
| June 30 | June 30 | ||||||||||||||||||||||||
| (thousands, except production and per unit amounts) | 2003 | 2002 | % Change | 2003 | 2002 | % Change | |||||||||||||||||||
INCOME STATEMENT |
|||||||||||||||||||||||||
Oil and gas sales |
$ | 167,222 | $ | 111,544 | 50 | % | $ | 370,023 | $ | 203,178 | 82 | % | |||||||||||||
Net income |
$ | 52,435 | $ | 13,604 | 285 | % | $ | 113,485 | $ | 14,046 | 708 | % | |||||||||||||
Net income per unit |
$ | 0.470 | $ | 0.161 | 192 | % | $ | 1.021 | $ | 0.168 | 508 | % | |||||||||||||
Funds generated from operations |
$ | 83,310 | $ | 55,143 | 51 | % | $ | 191,919 | $ | 97,479 | 97 | % | |||||||||||||
Funds generated from operations per unit |
$ | 0.747 | $ | 0.652 | 15 | % | $ | 1.727 | $ | 1.168 | 48 | % | |||||||||||||
Funds withheld to fund capital expenditures |
$ | 7,921 | $ | – | 100 | % | $ | 18,725 | $ | – | 100 | % | |||||||||||||
Distributable cash before withholding* |
$ | 79,695 | $ | 48,141 | 66 | % | $ | 187,720 | $ | 81,259 | 131 | % | |||||||||||||
Distributable cash before withholding per unit* |
$ | 0.715 | $ | 0.569 | 26 | % | $ | 1.689 | $ | 0.974 | 73 | % | |||||||||||||
Distributable cash* |
$ | 71,774 | $ | 48,141 | 49 | % | $ | 168,995 | $ | 81,259 | 108 | % | |||||||||||||
Actual distributions paid or declared per unit |
$ | 0.670 | $ | 0.540 | 24 | % | $ | 1.420 | $ | 0.950 | 49 | % | |||||||||||||
Weighted average number of units outstanding |
111,467 | 84,613 | 32 | % | 111,119 | 83,446 | 33 | % | |||||||||||||||||
BALANCE SHEET |
|||||||||||||||||||||||||
Working capital |
$ | (47,224 | ) | $ | (27,766 | ) | -70 | % | $ | (47,224 | ) | $ | (27,766 | ) | -70 | % | |||||||||
Property, plant and equipment and other assets |
$ | 1,447,981 | $ | 1,145,197 | 26 | % | $ | 1,447,981 | $ | 1,145,197 | 26 | % | |||||||||||||
Long-term debt |
$ | 334,280 | $ | 219,123 | 53 | % | $ | 334,280 | $ | 219,123 | 53 | % | |||||||||||||
Unitholders’ equity |
$ | 1,022,797 | $ | 867,213 | 18 | % | $ | 1,022,797 | $ | 867,213 | 18 | % | |||||||||||||
Unitholders’ equity per unit |
$ | 9.108 | $ | 9.599 | -5 | % | $ | 9.108 | $ | 9.599 | -5 | % | |||||||||||||
Number of units outstanding at period end |
112,297 | 90,347 | 24 | % | 112,297 | 90,347 | 24 | % | |||||||||||||||||
TRUST UNIT TRADING (TSX) |
|||||||||||||||||||||||||
High |
$ | 18.22 | $ | 17.00 | $ | 18.22 | $ | 17.00 | |||||||||||||||||
Low |
$ | 13.95 | $ | 14.60 | $ | 13.39 | $ | 13.25 | |||||||||||||||||
Close |
$ | 17.25 | $ | 15.05 | $ | 17.25 | $ | 15.05 | |||||||||||||||||
Value |
$ | 519,020 | $ | 197,063 | 163 | % | $ | 816,625 | $ | 362,733 | 125 | % | |||||||||||||
Volume (thousands of units) |
32,575 | 12,588 | 159 | % | 52,697 | 23,983 | 120 | % | |||||||||||||||||
TRUST UNIT TRADING (NYSE) — Listed on April 10, 2002 |
|||||||||||||||||||||||||
High |
$ | 13.80 | US | $ | 10.90 | US | $ | 13.80 | US | $ | 10.90 | US | |||||||||||||
Low |
$ | 9.40 | US | $ | 9.50 | US | $ | 9.07 | US | $ | 9.50 | US | |||||||||||||
Close |
$ | 12.83 | US | $ | 9.93 | US | $ | 12.83 | US | $ | 9.93 | US | |||||||||||||
Value |
$ | 271,053 | US | $ | 18,108 | US | 1397 | % | $ | 351,860 | US | $ | 18,108 | US | 1843 | % | |||||||||
Volume (thousands of units) |
22,500 | 1,784 | 1161 | % | 30,667 | 1,784 | 1619 | % | |||||||||||||||||
DAILY PRODUCTION |
|||||||||||||||||||||||||
Crude oil (barrels) |
23,530 | 18,096 | 30 | % | 24,165 | 18,302 | 32 | % | |||||||||||||||||
Natural gas (thousands of cubic feet) |
119,519 | 103,856 | 15 | % | 119,958 | 106,936 | 12 | % | |||||||||||||||||
Natural gas liquids (barrels) |
5,390 | 5,350 | 1 | % | 5,670 | 5,176 | 10 | % | |||||||||||||||||
Total production (BOE) 6:1 |
48,839 | 40,771 | 20 | % | 49,828 | 41,312 | 21 | % | |||||||||||||||||
PRODUCTION INCREASE (year over year) |
20 | % | 11 | % | 21 | % | 12 | % | |||||||||||||||||
PRODUCTION PROFILE (6:1 conversion) |
|||||||||||||||||||||||||
Crude oil |
48 | % | 44 | % | 49 | % | 44 | % | |||||||||||||||||
Natural gas |
41 | % | 43 | % | 40 | % | 43 | % | |||||||||||||||||
Natural gas liquids |
11 | % | 13 | % | 11 | % | 13 | % | |||||||||||||||||
AVERAGE PRICES |
|||||||||||||||||||||||||
Crude oil (per barrel) |
$ | 40.35 | $ | 38.63 | 4 | % | $ | 42.60 | $ | 35.61 | 20 | % | |||||||||||||
Natural gas (per mcf) |
$ | 6.20 | $ | 3.75 | 65 | % | $ | 6.91 | $ | 3.29 | 110 | % | |||||||||||||
Natural gas liquids (per barrel) |
$ | 32.17 | $ | 28.04 | 15 | % | $ | 37.00 | $ | 25.48 | 45 | % | |||||||||||||
Average price per BOE |
$ | 37.63 | $ | 30.06 | 25 | % | $ | 41.03 | $ | 27.17 | 51 | % | |||||||||||||
| * | See Note 2 to Financial Statements |
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President’s Message
We are very pleased to present the unaudited quarterly results for the three months and six months ended June 30, 2003. The second quarter of 2003 was an active one for Pengrowth as several events contributed to the continued favourable performance of the Trust.
On July 23, 2003, Pengrowth closed the issue of 8,500,000 trust units including 1,500,000 units issued upon exercise of an over allotment option at a price of Cdn$16.95 per trust unit for aggregate gross proceeds of $144,075,000. Net proceeds of $136,871,250 will be utilized by Pengrowth Corporation to repay bank debt associated with acquisitions completed during the first half of 2003 and to provide funds for potential future acquisitions. Pengrowth’s long term debt as at June 30, 2003, prior to the equity issue, was $334 million as compared to $307 million at the end of the first quarter of 2003. Proforma the new equity issue, Pengrowth is very well positioned for future acquisition opportunities with unused lines of credit totalling approximately $300 million.
Pengrowth closed a US$200 million private placement of senior unsecured notes to a group of US based 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 applied to reduce outstanding bank indebtedness.
On May 9, 2003, 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 net consideration of $57 million after adjustments for capital, processing fees and interest. The acquisition has resulted in a material reduction in processing fees paid by Pengrowth for transporting and processing our SOEP production. The SOEP acquisition was a major contributor in a reduction of operating costs during the second quarter. Second quarter operating costs were $7.80 per boe which is lower than the $8.63 per boe operating cost realized in the first quarter of 2003.
During the quarter, Pengrowth also completed the acquisition of varying interests in 11 significant discovery licenses (“SDL’s”) from Nova Scotia Resources (Ventures) Limited (“NSRVL”) for a purchase price of $4.5 million plus a 10% net profits interest to NSRVL. This purchase may partially offset the risk of production declines on the SOEP interests and will align Pengrowth with the other SOEP owners who also own interests in the SDL’s. Future development of the SDL’s, through farmout or other means, will depend on the future performance of the SOEP project and other developments in the region.
Pengrowth’s trading activity on both the TSX and the NYSE has increased substantially quarter over quarter. Average daily trading volume of Pengrowth Trust units on the TSX and NYSE was 517,068 and 469,162 respectively for the three months ended June 30, 2003 as compared to 319,358 and 154,018 respectively for the first quarter of 2003. The increase in trading volume was due in large part to increased investor interest in the United States. As at June 30, 2003, approximately 31% of Pengrowth’s outstanding Trust Units were held by non-residents of Canada compared to approximately 11% on March 31, 2003. Pengrowth’s non-resident ownership remains well below the 49% threshold prescribed by Pengrowth’s Trust Indenture despite recent increases in non-resident trading activity. Pengrowth is considering a strategy for addressing the level of non-resident ownership should it become an issue in the future.
On June 17, 2003, a new management agreement was approved by unitholders at Pengrowth’s annual general and special meetings. The new management agreement includes lower base fees and strong incentives for the Manager to increase returns to unitholders. The new management agreement was approved by approximately 95% of the votes cast at the annual meeting.
Pengrowth has spent $35.5 million on capital expenditures year to date and expects to spend a total of approximately $95 million during calendar 2003. We have increased our capital expenditure expectations for the year by approximately $7.0 million reflecting further development opportunities primarily on our non-operated properties.
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The first six months of 2003 have been very demanding for the management team, board of directors and team members of Pengrowth. The hard work and dedication of all Pengrowth team members has contributed to an increase in the performance of Pengrowth Trust Units in both Canadian and US markets. I would like to express my gratitude to all team members for their continued work and dedication for the benefit of all Pengrowth unitholders.
James S. Kinnear
Chairman, President and Chief Executive Officer
July 30, 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 for the years ended December 31, 2002 and 2001; and | ||
| • | The interim unaudited consolidated financial statements as at and for the six month’s ended June 30, 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 by 49% to $71.8 million ($0.67 per unit) for the second quarter of 2003, from $48.1 million ($0.54 per unit) in the second quarter of 2002. For the six months ended June 30, 2003, Pengrowth recorded $169.0 million in distributable cash or $1.42 per unit, compared to $81.3 million or $0.95 per unit in the first six months of 2002. An additional $18.7 million earned in the first half of 2003 was withheld to repay indebtedness or fund capital expenditures. A balance of $9.9 million earned in the first half is intended to be distributed to unitholders over the remainder of 2003.
The increase in distributable cash is attributable mainly to higher commodity prices (Pengrowth’s average per boe selling price was 51% higher in the first half of 2003 compared to first half 2002), and a 21% increase in production, offset in part by higher expenses and a reduced payout ratio — commencing with the January 2003 distribution, approximately 10% of cash available for distribution has been withheld to repay debt or fund capital expenditures.
The following is a summary of recent monthly distributions and future key dates:
| Approximate | ||||||||||||
| Ex-Distribution | Distribution | Distribution Amount | US $ | |||||||||
| Date * | Record Date | Payment Date | per Trust Unit | 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 | $ | 0.21 | $ | 0.15 | ||||||
| July 29, 2003 | July 31, 2003 | August 15, 2003 | $ | 0.21 | $ | 0.15 | ||||||
| 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 second quarter of 2003 was $52.4 million compared to $13.6 million for the previous year. For the first six months, Pengrowth recorded net income of $113.5 million, compared to $14.0 million for the previous year. The increase is due mainly to higher production and commodity prices, and an unrealized foreign exchange gain of $20.7 million recorded in the second quarter. This unrealized foreign exchange gain was recorded on Pengrowth’s $US denominated debt due to the higher Canadian
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dollar exchange rate at the end of June, 2003 of approximately US $0.74 as compared to the rate in effect in April, 2003 of approximately US $0.69.
Pengrowth Monthly Cash Distributions
(cents Canadian)
Netbacks
| Three months | Six months | |||||||||||||||
| ended June 30, | ended June 30, | |||||||||||||||
| Netbacks per boe of Production (6:1) | 2003 | 2002 | 2003 | 2002 | ||||||||||||
Oil and gas sales |
$ | 37.63 | $ | 30.06 | $ | 41.03 | $ | 27.17 | ||||||||
Crown and freehold royalties, net of incentives |
(7.17 | ) | (3.82 | ) | (7.43 | ) | (3.67 | ) | ||||||||
Other income |
0.48 | 0.36 | 0.55 | 0.42 | ||||||||||||
Operating costs |
(7.80 | ) | (8.22 | ) | (8.22 | ) | (7.77 | ) | ||||||||
Amortization of injectants |
(2.03 | ) | (3.04 | ) | (2.10 | ) | (3.14 | ) | ||||||||
Operating Netback |
21.11 | 15.34 | 23.83 | 13.01 | ||||||||||||
Interest |
(1.43 | ) | (0.98 | ) | (1.10 | ) | (0.85 | ) | ||||||||
General and administrative |
(0.96 | ) | (0.81 | ) | (0.88 | ) | (0.70 | ) | ||||||||
Management fees |
(0.52 | ) | (0.47 | ) | (0.68 | ) | (0.42 | ) | ||||||||
Capital taxes and Other |
(0.27 | ) | (0.11 | ) | (0.36 | ) | (0.17 | ) | ||||||||
Netback per boe |
$ | 17.93 | $ | 12.97 | $ | 20.81 | $ | 10.87 | ||||||||
Production
Total BOE production increased 20% in the second quarter of 2003, compared to the second quarter of 2002. For the six months ended June 30, 2003 total production is 21% higher than the same period last year. The increase in production is attributable mainly to the acquisition of properties in British Columbia on October 1, 2002.
| Production | Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, | June 30, | % | June 30, | June 30, | % | |||||||||||||||||||
| 2003 | 2002 | Change | 2003 | 2002 | Change | |||||||||||||||||||
Daily Production
|
||||||||||||||||||||||||
Crude oil (bbls/d) |
23,530 | 18,096 | + 30 | % | 24,165 | 18,302 | + 32 | % | ||||||||||||||||
Natural gas (mcf/d) |
119,519 | 103,856 | + 15 | % | 119,958 | 106,936 | + 12 | % | ||||||||||||||||
Natural gas liquids (bbls/d) |
5,390 | 5,350 | + 1 | % | 5,670 | 5,176 | + 10 | % | ||||||||||||||||
Total boe/d (6:1) |
48,839 | 40,771 | + 20 | % | 49,828 | 41,312 | + 21 | % | ||||||||||||||||
Total production (mboe) |
4,444 | 3,710 | + 20 | % | 9,019 | 7,477 | + 21 | % | ||||||||||||||||
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Oil production volumes increased 30% in the second quarter and 32% for the six month period ended June 30, 2003 compared to the same periods last year. Most of this increase is attributable to the acquisition of oil producing properties in B.C. including Rigel, Squirrel and Oak. Development activities over the past year have helped offset natural production declines.
Natural gas production increased 15% in the second quarter of 2003 compared to the second quarter of 2002 and increased 12% on a year to date basis. This increase is attributable to the B.C. property acquisition on October 1, 2002 as well as the acquisition of additional interests in the Quirk Creek area in the second quarter of 2002, offset in part by natural production declines.
Natural gas liquids (NGL) production increased 1% in the second quarter of 2003 over the second quarter of 2002 but on a year to date basis the increase is 10% compared to last year. The year over year increase is attributable to the property acquisitions over the last year. Any fluctuation in NGL sales from quarter to quarter is due mainly to the timing of condensate sales from the Sable Offshore Energy Project (SOEP). Condensate production from SOEP (which currently averages approximately 830 bpd net to Pengrowth) is initially placed in tanks with shipments (sales) accruing to Pengrowth typically every second or third month.
For the first six months of 2003, Pengrowth’s production portfolio resulted in sales volumes comprising of 49% crude oil, 40% natural gas and 11% natural gas liquids.
Pengrowth continues to forecast 2003 average production of approximately 48,500 boepd assuming no further acquisitions, dispositions or major production interruptions during the second half.
Prices
Pengrowth’s average commodity price for the second quarter of 2003 was 25% higher than the second quarter of 2002, and on a year to date basis, the average price for the first half of 2003 exceeded the prior year by 51%. Most of this increase is attributable to the substantial increase in natural gas prices in 2003.
| Average realized prices C$ | Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, | June 30, | % | June 30, | June 30, | % | |||||||||||||||||||
| (including hedging) | 2003 | 2002 | Change | 2003 | 2002 | Change | ||||||||||||||||||
Crude oil (per bbl) |
$ | 40.35 | $ | 38.63 | + 4 | % | $ | 42.60 | $ | 35.61 | + 20 | % | ||||||||||||
Natural gas (per mcf) |
$ | 6.20 | $ | 3.75 | + 65 | % | $ | 6.91 | $ | 3.29 | + 110 | % | ||||||||||||
Natural gas liquids (per boe) |
$ | 32.17 | $ | 28.04 | + 15 | % | $ | 37.00 | $ | 25.48 | + 45 | % | ||||||||||||
Total per boe (6:1) |
$ | 37.63 | $ | 30.06 | + 25 | % | $ | 41.03 | $ | 27.17 | + 51 | % | ||||||||||||
| WTI OIL PRICE ($US/bbl) | AECO Gas Price ($C/mcf) |
 |
|
Pengrowth’s average crude oil price increased 4% in the second quarter of 2003 compared to the second quarter of 2002. For the
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first six months of 2003, Pengrowth’s average crude oil price was 20% higher than the same period last year. This reflects a 31% increase in the West Texas Intermediate (WTI) benchmark price compared to the first half of 2002, offset in part by the strengthening Canadian dollar compared to the US dollar, and the impact of hedging losses.
Pengrowth’s average natural gas price for the second quarter of 2002 increased by 65% over prices realized in the second quarter of 2002. For the first six months of 2003, prices increased by 110% to $6.91 per mcf compared to $3.29 per mcf over the same period last year. This increase reflects a similar increase in spot prices indices (the AECO and Nymex average prices increased by 92% and 110% respectively in the first six months of 2003 as compared to the same period last year).
Price Risk Management Program
Pengrowth Corporation conducts a risk management program through natural gas and crude oil price swaps, interest rate swaps and foreign exchange transactions for purposes which include managing the risk and volatility of unitholder distributions and locking in returns associated with acquisitions. The board of directors of Pengrowth Corporation has prescribed annual volume limits for commodity price hedges of up to two thirds of net oil production and two thirds of net natural gas production for up to three years.
Natural Gas
In the second quarter of 2003, Pengrowth realized a net hedging loss of $3.5 million related to fixed price gas contracts (as compared to monthly AECO average spot prices) and natural gas financial swap contracts, compared to a net hedging loss of $0.8 million for the same period last year. On a year to date basis, Pengrowth has realized a net hedging loss on natural gas of $15.0 million in the first six months of 2003, compared to a net hedging loss of $0.5 million for the same period last year. These hedging losses reflect the sustained strength in natural gas spot prices experienced into the second quarter of 2003.
Crude Oil
With the moderate decline in crude prices in the second quarter, Pengrowth realized a net hedging gain of $1.1 million on crude oil price swap transactions, compared to a loss of $0.9 million in the second quarter of 2002. On a year to date basis, Pengrowth has realized a net hedging loss on crude oil swaps of $8.0 million in the first six months of 2003, compared to a $0.4 million net loss in the first half of 2002.
Current Position
Pengrowth currently has 11,000 barrels per day of crude oil (approximately 47% of current oil production) hedged for the remainder of 2003 at an average price of Cdn $41.48 per barrel. Pengrowth has also fixed the exchange rate on all of our current crude oil hedging contracts. Approximately 26% of current natural gas production is also hedged — 14,218 mcf per day of Western gas production is hedged to realize an average plantgate price of $6.07 per mcf, and 17,000 MMBTU of Eastern gas is hedged to realize an average plantgate price of $5.11 per MMBTU for the remainder of 2003. The details of Pengrowth’s commodity hedges are provided in Note 8 to the financial statements. No new commodity hedging contracts were entered into during the second quarter of 2003.
At June 30, 2003, the mark-to-market value of Pengrowth’s commodity hedges was negative $4.2 million — negative $15.0 million for natural gas contracts and positive $10.8 million for crude oil.
Royalties
Royalties, including crown and freehold royalties, were 19.0% of oil and gas sales in the three months ended June 30, 2003, compared to 12.7% in 2002. For the six month period, royalties were 18.1% and 13.5% in 2003 and 2002, respectively. The increase in the royalty percentage in 2003 over 2002 is due mainly to higher commodity prices in 2003. In addition, increased hedging losses in 2003 resulted in a slightly higher reported royalty rate (about 1% higher for the six months ended June 30), since the hedged price applies only to Pengrowth’s net production volumes, and not to crown royalty volumes.
Operating Costs
Operating costs were $34.7 million (or $7.80 per boe) for the second quarter of 2003, compared to $30.5 million (or $8.22 per boe) for the second quarter of 2002. The decrease in operating costs on a per boe basis in the quarter reflects the acquisition of an 8.4% interest in the SOEP onshore facilities on May 8, 2003, which has reduced the SOEP processing fees charged to Pengrowth by approximately $1.2 million per month. Also, included in second quarter operating costs is a reduction of $1.0 million due to an adjustment of SOEP offshore processing fees previously charged for the first quarter of 2003. For the six months ended June 30, 2003, operating costs were $74.1 million ($8.22 per boe), compared to $58.1 million ($7.77 per boe) for the first half of 2002
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Injectants for Miscible Floods
During the second quarter of 2003, Pengrowth purchased $5.4 million of injectants and amortized a related $9.0 million against second quarter income and distributable cash. On a year to date basis, Pengrowth has purchased $14.8 million of injectants and amortized $18.9 million. At June 30, 2003, the balance of unamortized injectant costs was $29.8 million.
General and Administrative
General and administrative expenses (G&A) were $4.3 million in the second quarter of 2003 compared to $3.0 million for the second quarter of 2002. For the six months ended June 30, 2003, G&A expenses were $7.9 million compared to $5.2 million for the same period last year. On a per boe basis, year to date G&A is $0.88 per boe, compared to $0.70 per boe for the first half of 2002. G&A costs have increased in 2003 due to a number of factors including the move to larger office space at the end of 2002, and increased legal and regulatory expenses associated with being listed on the New York Stock Exchange, April 2002. In addition, certain one-time costs including legal and advisory costs and additional directors’ fees were incurred in the first half of 2003 in connection with the negotiation of the new management agreement, which was approved at the annual general meeting held on June 17, 2003.
Management Fees
Management fees were $2.3 million for the second quarter of 2003 compared to $1.7 million for the second quarter of 2002. For the six month period, management fees were $6.1 million in 2003 compared to $3.1 million in 2002. On a per boe basis, management fees for the first six months of 2003 are $0.68 per boe, compared to $0.42 per boe in 2002. The increase in management fees is due to the higher “net operating income” fee base in 2003 — management fees were calculated on a sliding scale percentage of “net operating income” (oil and gas sales and other income, less royalties, operating costs, solvent amortization and reclamation funding).
The new management agreement, approved at the annual general meeting on June 17, 2003, is effective July 1, 2003. Under the terms of this agreement, the base fee has been reduced from a sliding scale between 3.5% and 2.5%, to 2% on the first $200 million of net operating income and 1% on net operating income over $200 million; acquisition fees have been eliminated, and the manager is eligible to receive a performance fee if certain performance criteria are met - in particular should returns exceed 8% per annum on a three year rolling average basis. The maximum fees, including the performance fee, is limited to 80% of the fees that would otherwise have been paid under the old management agreement (including acquisition fees) for the first three years, and 60% for the second three years.
Interest
Interest expense increased to $6.3 million in the second quarter of 2003 compared to $2.7 million for the second quarter of 2002. Included in 2003 second quarter interest expense is $1.9 million of costs to terminate all interest rates swaps on Pengrowth’s bank debt. $75 million of these swaps were cancelled following the US $200 million private placement on April 23, 2003, the proceeds of which were applied to reduce floating rate bank debt. Pengrowth expects to terminate the remaining $50 million of these swaps in the third quarter, since all floating rate bank debt has been eliminated through the use of proceeds from the July 23 equity issue. For the first six months of 2003, interest expense was $10.0 million compared to $5.8 million for the first half of 2002. In addition to the one time charges related to interest rate swaps, the increase in interest expense also reflects higher average debt and higher short term interest rates in 2003 compared to 2002.
Depletion and Depreciation
Depletion and depreciation increased to $43.6 million in the second quarter of 2003 compared to $31.7 million in the second quarter of 2002. For the six month period, depletion and depreciation was $86.7 million compared to $62.1 million in the first half of 2002. On a per boe basis, depletion and depreciation has increased to $9.62 per boe in the first half of 2003 compared to $8.31 per boe in the first half of 2002. The shorter reserve life of the B.C. properties acquired in the third quarter of 2002 has increased the depletion rate and the higher per boe acquisition cost of these properties (due in part to shorter reserve life) has also increased the depletion amount per boe. The recent purchase of a working interest in the SOEP processing facilities, with no associated increase in reserves also increases the amount of depreciation per boe.
LIQUIDITY AND CAPITAL RESOURCES
Pengrowth’s long-term debt at June 30, 2003 was $334 million, compared to $317 million at December 31, 2002. The ratio of debt to trailing 12-month distributable cash at June 30, 2003 was 1.2 times, compared to 1.6 times at December 31, 2002. The ratio of long-term debt to long term debt plus equity is 24% at June 30, 2003, up slightly from 23% at year-end 2002, however this ratio is reduced to approximately 15% pro-forma the July equity issue. Distributable cash covered interest expense by 16 times in the first six months of 2003.
On April 23, 2003 Pengrowth closed a US $200 million private placement of senior unsecured notes comprised of US $150 million 4.93% notes due April 2010, and US $50 million 5.47% notes due April 2013. Net proceeds of this offering of approximately Cdn $290 million were used to replace most of Pengrowth’s outstanding bank debt. Total debt issuance costs
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incurred in connection with this private placement were approximately $2.1 million and this amount will be amortized over the term of the US$ debt.
During the first half of 2003, some $24.4 million of new equity was provided through the exercise of trust unit options and funds received through the Pengrowth DRIP program.
Subsequent to quarter end, on July 23, 2003, Pengrowth successfully completed a public equity offering consisting of 8.5 million trust units at $16.95 per unit to raise total gross proceeds of $144.1 million. A portion of the net proceeds from this issue were used to re-pay bank indebtedness incurred to fund prior acquisitions of petroleum and natural gas properties and the balance will be available for potential future acquisitions.
Acquisitions
On May 8, 2003, Pengrowth acquired an 8.4% working interest in the SOEP natural gas and natural gas liquid processing facilities downstream of the Thebaud Central Processing Platform for net closing payments of approximately $57 million net of adjustments for capital, processing fees and interest.
On June 27, 2003, Pengrowth purchased interests in eleven significant discovery licenses (“SDL’s”) from Nova Scotia Resources (Ventures) Limited (NSRVL) for $4.5 million plus a 10% Net Profits Interest to NSRVL.
Capital Spending
Capital expenditures for the six months ending June 30, 2003 totaled $35.5 million of which $31.0 million was spent on drilling, completion and tie-ins, and $4.5 million was spent on facilities. 2003 expenditures include $9.6 million at Judy Creek, $7.8 million at Sable, $3.9 million at Weyburn, $3.1 million at McLeod River, $2.6 million at Oak, and $1.9 million at Elm.
Pengrowth has spent $35.5 million on capital expenditures year to date and expects to spend a total of approximately $95 million during calendar 2003. We have increased our capital expenditure expectations for the year by approximately $7.0 million reflecting increased development opportunities on our non-operated properties. More specifically, the $7.0 million capital expenditure increase will be spent primarily in the Cessford area of Southeastern Alberta. Pengrowth is participating in an 80 well shallow gas drilling program in which Pengrowth has an average 60% non-operated working interest.
Over 50% of first half capital expenditures have been funded through the 10% holdback from distributable cash.
OPERATIONS REVIEW
REVIEW OF DEVELOPMENT ACTIVITIES (all volumes stated below are net to Pengrowth unless otherwise stated)
OPERATED PROPERTIES:
Judy Creek:
| • | A significant well workover at an “A” Pool producer increased oil rates by 55 bpd. A second significant workover of a suspended “A” Pool producer resulted in the well being reactivated with initial oil rates of 100 bpd. | ||
| • | One oil well was drilled in the Southwest quadrant of “A” Pool. Oil production has averaged 85 bpd in the first month of operation. One horizontal solvent injector and one vertical water injector were also drilled in the second quarter. | ||
| • | A second injection well booster pump was installed in the second quarter, increasing the water injection rate from 800 to 2200 bpd. This will result in improved water flood oil recovery in the pattern. |
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McLeod River:
| • | To date in 2003 four wells have been drilled and cased. Two of these wells are now on production and two are being evaluated. One additional location will be drilled in the third quarter. McLeod production is steady at approximately 10.0 mmcf/d (net to Pengrowth) due to the new wells coming on-stream. |
Oak:
| • | Oak “C” unitization is complete. Water injection commenced on April 18th. Initial response is expected by year-end. |
Squirrel:
| • | 12-01 well was fractured in mid June, oil production increased from 45 to 195 bpd. | ||
| • | Source water injection was increased and one high water cut well was shut-in, reducing the requirement for gas reinjection. This allowed gas production and sales to be increased from 2 to 3 weeks per month. |
Willow:
| • | A suspended Halfway gas well was brought into production on May 12th at 500 mcf/d. |
Laprise c-18-l:
| • | Road construction has been completed and the pipeline construction is in progress. A compressor package has been fabricated and depending on weather, construction should be completed in August. Expected production is 1.0 mmcf/d. |
Tupper:
| • | The first of 3 potential Paddy gas wells, in which Pengrowth has a 50% working interest, is scheduled to spud on August 8, 2003. |
Fireweed:
| • | A suspended well was tested at 750 mcf/d. Work is in progress on the tie-in. |
Rigel:
| • | Ongoing optimization has resulted in two pumpjack upgrades and 75 bpd increase in oil production. |
B.C. Undeveloped Lands:
| • | Pengrowth owns approximately 247,000 net acres of net undeveloped land in Northeastern B.C. On these lands, Pengrowth has completed 10 farmout transactions with other companies and our land department is actively pursuing other transactions. Year to date, our farmout activities have resulted in 15 wells drilled, 6 wells reworked and 5 wells committed to but not yet drilled. Approximately $12 million has been spent by others on Pengrowth undeveloped B.C. lands so far this year. |
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NON-OPERATED PROPERTIES:
Sable Offshore Energy Project:
| Tier 1 |
| • | Second quarter raw gas production averaged 475 mmcf/d (39.9 mmcf/d net to Pengrowth’s royalty interest) with a year to date average for the first six months of 467 mmcf/d (39.2 mmcf/d net). |
| Tier 2 Project Status Review |
| • | Both the Alma 1 and Alma 2 wells have been drilled and are being completed. The jackets are in place and waiting for installation of the topsides which are being built in the Gulf of Mexico. Production from Alma is expected to begin in the fourth quarter of 2003. | ||
| • | South Venture detailed engineering is nearly complete with construction of the topsides and jackets underway. | ||
| • | The resource outlook and development concepts for Glenelg are continuing to be evaluated. |
Weyburn:
| • | Two WAG (water alternating gas) injection wells were drilled in the second quarter. | ||
| • | Other major capital projects underway include Phase 1C of the CO2 miscible injection. Phase 1C includes eight new patterns that commenced injection in June and are slated for full development this year. A ninth pattern has seen CO2 encroachment and was also put on injection in February. It will be fully developed as part of the 14 pattern program for 2004. | ||
| • | There are now 32 active CO2 patterns in the unit. The CO2 injection volumes are currently averaging 96 mmcf/d. |
Swan Hills:
| • | The operator, Devon, has proposed a three well drilling program to test for oil potential in the northwestern platform area of the unit during the third quarter of 2003. If the project is successful, the incremental production could be on-stream by November. The operator believes that success in this area of the pool could lead to four to six more locations in 2004. | ||
| • | Devon is also in the process of evaluating the potential for a CO2 flood. |
2003 Tax Estimate Update
Pengrowth forecasts that in the current commodity price environment, approximately 55-60% of distributions paid to Canadian investors in 2003 will be taxable to unitholders, with the remainder of distributions treated as return of capital and thus tax deferred. This estimate reflects the additional equity proceeds received in July.
James S. Kinnear
Chairman, President and Chief Executive Officer
July 30, 2003
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Consolidated Balance Sheets
| As at | As at | ||||||||
| June 30 | December 31 | ||||||||
| (Stated in thousands of dollars) | 2003 | 2002 | |||||||
| (unaudited) | (audited) | ||||||||
ASSETS |
|||||||||
CURRENT ASSETS |
|||||||||
Cash and term deposits |
$ | — | $ | 8,292 | |||||
Marketable securities |
— | 1,906 | |||||||
Accounts receivable |
45,323 | 41,426 | |||||||
Inventory |
690 | 1,301 | |||||||
| 46,013 | 52,925 | ||||||||
REMEDIATION TRUST FUND |
6,859 | 6,679 | |||||||
DEFERRED CHARGES (Note 3) |
2,087 | — | |||||||
PROPERTY, PLANT AND EQUIPMENT
AND OTHER ASSETS |
1,447,981 | 1,444,668 | |||||||
| $ | 1,502,940 | $ | 1,504,272 | ||||||
LIABILITIES AND UNITHOLDERS’ EQUITY |
|||||||||
CURRENT LIABILITIES |
|||||||||
Bank indebtedness |
$ | 4,287 | $ | — | |||||
Accounts payable and accrued liabilities |
29,248 | 43,092 | |||||||
Distributions payable to unitholders |
58,918 | 45,315 | |||||||
Due to Pengrowth Management Limited |
784 | 1,086 | |||||||
| 93,237 | 89,493 | ||||||||
LONG-TERM DEBT (Note 3) |
334,280 | 316,501 | |||||||
FUTURE SITE RESTORATION COSTS |
52,626 | 44,339 | |||||||
TRUST UNITHOLDERS’ EQUITY (Note 4) |
1,022,797 | 1,053,939 | |||||||
SUBSEQUENT EVENT (Note 9) |
|||||||||
| $ | 1,502,940 | $ | 1,504,272 | ||||||
See accompanying notes to the consolidated financial statements.
PENGROWTH ENERGY TRUST - 13 -
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Consolidated Statements of Income
| Three months ended | Six months ended | ||||||||||||||||
| (Stated in thousands of dollars) | June 30 | June 30 | |||||||||||||||
| (Unaudited) | 2003 | 2002 | 2003 | 2002 | |||||||||||||
REVENUES |
|||||||||||||||||
Oil and gas sales |
$ | 167,222 | $ | 111,544 | $ | 370,023 | $ | 203,178 | |||||||||
Processing and other income |
2,124 | 1,349 | 4,979 | 3,036 | |||||||||||||
Crown royalties, net of incentives |
(30,086 | ) | (12,290 | ) | (62,776 | ) | (24,133 | ) | |||||||||
Freehold royalties and mineral taxes |
(1,758 | ) | (1,895 | ) | (4,252 | ) | (3,306 | ) | |||||||||
| 137,502 | 98,708 | 307,974 | 178,775 | ||||||||||||||
Interest and other income |
(26 | ) | (952 | ) | 55 | (525 | ) | ||||||||||
NET REVENUE |
137,476 | 97,756 | 308,029 | 178,250 | |||||||||||||
EXPENSES |
|||||||||||||||||
Operating |
34,653 | 30,532 | 74,135 | 58,057 | |||||||||||||
Amortization of injectants for miscible floods |
9,033 | 11,276 | 18,896 | 23,454 | |||||||||||||
Interest |
6,335 | 2,681 | 9,988 | 5,804 | |||||||||||||
General and administrative |
4,250 | 2,989 | 7,941 | 5,219 | |||||||||||||
Management fee |
2,332 | 1,744 | 6,095 | 3,140 | |||||||||||||
Capital taxes |
507 | (122 | ) | 1,071 | 281 | ||||||||||||
Foreign exchange loss (gain) (Note 6) |
(20,226 | ) | 446 | (19,476 | ) | 361 | |||||||||||
Depletion and depreciation |
43,591 | 31,666 | 86,743 | 62,113 | |||||||||||||
Future site restoration |
4,555 | 2,930 | 9,124 | 5,759 | |||||||||||||
| 85,030 | 84,142 | 194,517 | 164,188 | ||||||||||||||
INCOME BEFORE THE FOLLOWING |
52,446 | 13,614 | 113,512 | 14,062 | |||||||||||||
ROYALTY INCOME ATTRIBUTABLE TO ROYALTY UNITS
OTHER THAN THOSE HELD BY PENGROWTH ENERGY TRUST |
11 | 10 | 27 | 16 | |||||||||||||
NET INCOME |
$ | 52,435 | $ | 13,604 | $ | 113,485 | $ | 14,046 | |||||||||
NET INCOME PER UNIT (Note 4) |
|||||||||||||||||
Basic |
$ | 0.470 | $ | 0.161 | $ | 1.021 | $ | 0.168 | |||||||||
Diluted |
$ | 0.468 | $ | 0.161 | $ | 1.017 | $ | 0.168 | |||||||||
See accompanying notes to the consolidated financial statements.
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Consolidated Statements of Cash Flow
| Three months ended | Six months ended | ||||||||||||||||
| (Stated in thousands of dollars) | June 30 | June 30 | |||||||||||||||
| (Unaudited) | 2003 | 2002 | 2003 | 2002 | |||||||||||||
CASH PROVIDED BY (USED FOR): |
|||||||||||||||||
OPERATING |
|||||||||||||||||
Net income |
$ | 52,435 | $ | 13,604 | $ | 113,485 | $ | 14,046 | |||||||||
Items not involving cash |
|||||||||||||||||
Depletion, depreciation and future site restoration |
48,146 | 34,596 | 95,867 | 67,872 | |||||||||||||
Amortization of injectants |
9,033 | 11,276 | 18,896 | 23,454 | |||||||||||||
Purchase of injectants |
(5,371 | ) | (4,110 | ) | (14,846 | ) | (7,446 | ) | |||||||||
Expenditures on remediation |
(287 | ) | (223 | ) | (837 | ) | (447 | ) | |||||||||
Unrealized foreign exchange loss (gain) (Note 6) |
(20,740 | ) | — | (20,740 | ) | — | |||||||||||
Loss on sale of marketable securities |
94 | — | 94 | — | |||||||||||||
Funds generated from operations |
83,310 | 55,143 | 191,919 | 97,479 | |||||||||||||
Distributions |
(83,431 | ) | (40,340 | ) | (155,392 | ) | (72,420 | ) | |||||||||
Changes in non-cash operating working capital (Note 7) |
664 | 1,844 | (18,190 | ) | (8,898 | ) | |||||||||||
| 543 | 16,647 | 18,337 | 16,161 | ||||||||||||||
FINANCING |
|||||||||||||||||
Change in long-term debt, net |
47,794 | (119,962 | ) | 38,519 | (126,333 | ) | |||||||||||
Proceeds from issue of trust units |
17,974 | 116,363 | 24,368 | 117,223 | |||||||||||||
| 65,768 | (3,599 | ) | 62,887 | (9,110 | ) | ||||||||||||
INVESTING |
|||||||||||||||||
Expenditures on property acquisitions |
(59,369 | ) | (33,955 | ) | (61,342 | ) | (33,955 | ) | |||||||||
Expenditures on property, plant and equipment |
(17,012 | ) | (14,042 | ) | (35,515 | ) | (25,432 | ) | |||||||||
Proceeds on property dispositions |
2,751 | 39,641 | 2,751 | 44,595 | |||||||||||||
Deferred Charges |
(2,087 | ) | — | (2,087 | ) | — | |||||||||||
Change in Remediation Trust Fund |
(171 | ) | (150 | ) | (180 | ) | (338 | ) | |||||||||
Proceeds from sale of marketable securities |
1,539 | 91 | 1,812 | 91 | |||||||||||||
Change in non-cash investing working capital (Note 7) |
305 | (4,434 | ) | 758 | 3,519 | ||||||||||||
Purchase of marketable securities |
— | (1,114 | ) | — | (2,780 | ) | |||||||||||
| (74,044 | ) | (13,963 | ) | (93,803 | ) | (14,300 | ) | ||||||||||
DECREASE IN CASH |
(7,733 | ) | (915 | ) | (12,579 | ) | (7,249 | ) | |||||||||
CASH AND TERM DEPOSITS (BANK INDEBTEDNESS)
AT BEGINNING OF PERIOD |
3,446 | (2,537 | ) | 8,292 | 3,797 | ||||||||||||
(BANK INDEBTEDNESS) AT END OF PERIOD |
$ | (4,287 | ) | $ | (3,452 | ) | $ | (4,287 | ) | $ | (3,452 | ) | |||||
See accompanying notes to the consolidated financial statements.
PENGROWTH ENERGY TRUST - 15 -
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Consolidated Statements of Trust Unitholders’ Equity
| Three months ended | Six months ended | |||||||||||||||
| (Stated in thousands of dollars) | June 30 | June 30 | ||||||||||||||
| (Unaudited) | 2003 | 2002 | 2003 | 2002 | ||||||||||||
Unitholders’ equity at beginning of period |
$ | 1,024,162 | $ | 785,387 | $ | 1,053,939 | $ | 817,203 | ||||||||
Units issued, net of issue costs |
17,974 | 116,363 | 24,368 | 117,223 | ||||||||||||
Net income for period |
52,435 | 13,604 | 113,485 | 14,046 | ||||||||||||
Distributable cash (Note 2) |
(71,774 | ) | (48,141 | ) | (168,995 | ) | (81,259 | ) | ||||||||
TRUST UNITHOLDERS’ EQUITY AT END OF PERIOD |
$ | 1,022,797 | $ | 867,213 | $ | 1,022,797 | $ | 867,213 | ||||||||
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Notes To Consolidated Financial Statements
(Unaudited)
(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
| Distributable Cash is not a measure under Canadian generally accepted accounting principles and there is no standardized measure of Distributable Cash. Distributable Cash, as presented, may not be comparable to similar measures presented by other energy trusts. |
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2003 | June 30, 2002 | June 30, 2003 | June 30, 2002 | |||||||||||||
Net income |
$ | 52,435 | $ | 13,604 | $ | 113,485 | $ | 14,046 | ||||||||
Add (Deduct): |
||||||||||||||||
Depletion, depreciation and future site
restoration |
48,146 | 34,596 | 95,867 | 67,872 | ||||||||||||
Remediation expenses and trust fund
contributions |
(521 | ) | (434 | ) | (1,142 | ) | (909 | ) | ||||||||
Unrealized foreign exchange loss (gain) (Note 6) |
(20,740 | ) | — | (20,740 | ) | — | ||||||||||
Other |
375 | 375 | 250 | 250 | ||||||||||||
Distributable cash before withholding |
79,695 | 48,141 | 187,720 | 81,259 | ||||||||||||
Cash withheld to fund capital expenditures |
(7,921 | ) | — | (18,725 | ) | — | ||||||||||
Distributable cash |
$ | 71,774 | $ | 48,141 | $ | 168,995 | $ | 81,259 | ||||||||
Less: Actual distributions paid or declared |
(61,846 | ) | (46,910 | ) | (159,067 | ) | (80,028 | ) | ||||||||
Balance to be distributed |
$ | 9,928 | $ | 1,231 | $ | 9,928 | $ | 1,231 | ||||||||
Actual distributions paid or declared per unit |
$ | 0.670 | $ | 0.540 | $ | 1.420 | $ | 0.950 | ||||||||
| The per unit amount of distributions paid or declared reflect actual distributions paid or declared based on units outstanding at the time. |
PENGROWTH ENERGY TRUST - 17 -
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3. LONG TERM DEBT
| As at | As at | |||||||
| June 30, | December 31, | |||||||
| 2003 | 2002 | |||||||
U.S. dollar denominated debt: |
||||||||
U.S. $150 million senior unsecured notes at 4.93% due April 2010 |
$ | 217,680 | $ | — | ||||
U.S. $50 million senior unsecured notes at 5.47% due April 2013 |
72,560 | — | ||||||
Unrealized foreign exchange gain on translation |
(20,740 | ) | — | |||||
| 269,500 | — | |||||||
Canadian dollar revolving credit borrowings |
64,780 | 316,501 | ||||||
| $ | 334,280 | $ | 316,501 | |||||
| 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. Interest is paid semi-annually on the notes. The proceeds from the private placement were used to repay a portion of Pengrowth’s outstanding bank debt. Costs incurred in connection with issuing the notes, in the amount of $2,138,000, are being amortized straight line over the term of the notes. |
| In June 2003, the Corporation negotiated a $225 million revolving credit facility syndicated among eight financial institutions with an extendible 364 day revolving period and a two year amortization term period. In addition, it has a $35 million demand operating line of credit. The borrowing capacity under these facilities is currently reduced by outstanding letters of credit in the amount of approximately $34 million. For 2004, the borrowing capacity will be reduced by a further $25 million of letters of credit. Interest payable on amounts drawn is at the prevailing bankers’ acceptance rates plus stamping fees, lenders’ prime lending rates, or U.S. libor rates plus applicable margins, depending on the form of borrowing by the Corporation. The margins and stamping fees vary from 0.25 percent to 1.50 percent depending on financial statement ratios and the form of borrowing. |
| The credit facility will revolve until June 18, 2004, whereupon it may be renewed for a further 364 days, subject to satisfactory review by the lenders, or converted into a term facility with amounts outstanding under the facility repayable in 8 equal quarterly installments. The Corporation can post, at its option, security suitable to the banks in lieu of the first year’s payments. |
4. TRUST UNITS
| The authorized capital of Pengrowth is 500,000,000 trust units. |
| June 30, 2003 | December 31, 2002 | |||||||||||||||
| Number | Number | |||||||||||||||
| Trust Units Issued | of units | Amount | 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 and
rights |
908,480 | 12,544 | 66,093 | 871 | ||||||||||||
Issued for cash under Distribution Reinvestment
(“DRIP”) Plan |
826,076 | 11,824 | 131,165 | 1,895 | ||||||||||||
Balance, end of period |
112,296,883 | $ | 1,687,094 | 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 June 30, 2003 were 111,466,759 units and for the six months ended June 30, 2003 were 111,119,478 (three months ended June 30, 2002 — 84,612,513 units, six months ended June 30, 2002 — 83,445,980 units). In computing diluted net income per unit, 508,654 units were added to the weighted average number of units outstanding during the quarter ended June 30, 2003 (June 30, 2002 — 34,995 units) and 418,995 units were added for the six months ended June 30, 2003 (six months ended June 30, 2002 — 29,608 units) for the dilutive effect of employee stock options and rights. |
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| Trust Unit Option Plan | |
| As at June 30, 2003, options to purchase 3,798,305 trust units were outstanding (December 31, 2002 — 4,451,131) that expire at various dates to June 28, 2009. |
| June 30, 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 |
(590,780 | ) | 13.93 | (66,093 | ) | 13.17 | ||||||||||
Cancelled |
(62,046 | ) | 17.17 | (485,014 | ) | 17.23 | ||||||||||
Outstanding at period-end |
3,798,305 | 17.22 | 4,451,131 | 16.78 | ||||||||||||
Exercisable at period-end |
3,353,839 | 17.62 | 3,715,271 | 17.04 | ||||||||||||
| Rights Incentive Plan | |
| As at June 30, 2003, rights to purchase 1,747,200 trust units were outstanding (December 31, 2002 — 1,964,100) that expire at various dates to June 9, 2008. |
| June 30, 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 |
100,800 | 15.76 | 1,964,100 | 13.61 | ||||||||||||
Exercised |
(317,700 | ) | 13.59 | — | — | |||||||||||
Outstanding at period-end |
1,747,200 | 12.65 | 1,964,100 | 13.29 | ||||||||||||
Exercisable at period-end |
397,600 | 12.74 | 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 | Six months ended | ||||||||||||||||
| June 30, | June 30, | June 30, | June 30, | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Net income |
$ | 52,435 | $ | 13,604 | $ | 113,485 | $ | 14,046 | |||||||||
Compensation cost related to options |
(106 | ) | (675 | ) | (200 | ) | (675 | ) | |||||||||
Compensation cost related to rights |
(4,478 | ) | — | (4,596 | ) | — | |||||||||||
Pro forma net income |
$ | 47,851 | $ | 12,929 | $ | 108,689 | $ | 13,371 | |||||||||
Pro forma net income per unit: |
|||||||||||||||||
Basic |
$ | 0.429 | $ | 0.153 | $ | 0.978 | $ | 0.160 | |||||||||
Diluted |
$ | 0.427 | $ | 0.153 | $ | 0.974 | $ | 0.160 | |||||||||
5. GUARANTEE
| Pengrowth has adopted the provisions of Accounting Guideline acG-14, Disclosure of Guarantees. |
| As at June 30, 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, participants 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 |
PENGROWTH ENERGY TRUST - 19 -
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| 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 June 30, 2003, 2,483,076 trust units were deposited under the plan with a market value of $42,833,061 and a corresponding margin loan of $7,738,590. 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 the 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. |
6. FOREIGN EXCHANGE LOSS (GAIN)
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | June 30 | June 30 | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Unrealized foreign exchange loss (gain) on
translation of US dollar denominated debt |
$ | (20,740 | ) | $ | — | $ | (20,740 | ) | $ | — | ||||||
Realized foreign exchange losses (gains) |
514 | 446 | 1,264 | 361 | ||||||||||||
| $ | (20,226 | ) | $ | 446 | $ | (19,476 | ) | $ | 361 | |||||||
| The US dollar denominated debt is translated into Canadian dollars at the exchange rate in effect at the balance sheet date. Foreign exchange gains and losses are included in income. |
7. OTHER CASH FLOW DISCLOSURES
| Change in Non-Cash Operating Working Capital |
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | June 30 | June 30 | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Accounts receivable |
$ | 15,908 | $ | (1,523 | ) | $ | (3,897 | ) | $ | (4,883 | ) | |||||
Inventory |
426 | (821 | ) | 611 | 1,429 | |||||||||||
Accounts payable and accrued liabilities |
(15,218 | ) | 3,975 | (14,602 | ) | (5,475 | ) | |||||||||
Due to Pengrowth Management Limited |
(452 | ) | 213 | (302 | ) | 31 | ||||||||||
| $ | 664 | $ | 1,844 | $ | (18,190 | ) | $ | (8,898 | ) | |||||||
| Change in Non-Cash Investing Working Capital |
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | June 30 | June 30 | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Accounts payable for capital accruals |
$ | 305 | $ | (414 | ) | $ | 758 | $ | 3,519 | |||||||
Deposit on disposition of properties |
— | (4,020 | ) | — | — | |||||||||||
| $ | 305 | $ | (4,434 | ) | $ | 758 | $ | 3,519 | ||||||||
| Cash Payments |
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | June 30 | June 30 | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Cash payments made for taxes |
$ | 512 | $ | 435 | $ | 997 | $ | 790 | ||||||||
Cash payments made for interest |
$ | 2,435 | $ | 3,134 | $ | 7,281 | $ | 6,538 | ||||||||
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8. FINANCIAL INSTRUMENTS
| Interest Rate Risk | |
| On April 23, 2003, Pengrowth completed a US$200 million private placement of fixed rate seven and ten year term notes. Proceeds from the notes were used to pay down existing floating rate bank debt. Pengrowth had previously fixed the interest rates on $125 million of bank debt using interest rate swaps. During the second quarter, Pengrowth terminated $75 million of the swaps at a cost of $1,045,000. |
| Pengrowth has two interest rate swaps that remain outstanding on a total of $50 million of bank debt. The first swap on $25 million of debt has a fixed rate of 4.22% and expires November, 2004. The second swap on $25 million has a fixed rate of 4.34% and expires March, 2005. |
| The estimated fair value of the remaining interest rate swaps has been determined based on the amount Pengrowth would receive or pay to terminate the contracts at period end. At June 30, 2003, the amount Pengrowth would pay to terminate the interest rate swaps is $908,000. |
| 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 June 30, 2003, the amount Pengrowth would receive to terminate the foreign exchange swap would be Cdn$2,290,000. |
| 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 June 30, 2003, Pengrowth had fixed the price applicable to future production as follows: |
| Crude Oil: |
| Volume | Reference | Price | ||||||||||
| Remaining Term | (bbl/d) | Point | Per bbl | |||||||||
2003 |
||||||||||||
Financial: |
||||||||||||
July 1, 2003 — Dec 31, 2003 |
11,000 | WTI (1) | $41.48 Cdn | |||||||||
2004 |
||||||||||||
Financial: |
||||||||||||
Jan 1, 2004 — Dec 31, 2004 |
8,500 | WTI (1) | $38.09 Cdn | |||||||||
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| Natural Gas: |
| Volume | Reference | Price | ||||||||||
| Remaining Term | (mmbtu/d) | Point | Per mmbtu | |||||||||
2003 |
||||||||||||
Financial: |
||||||||||||
July 1, 2003 — Dec 31, 2003 |
7,500 | Tetco M3 (1) | $ | 7.37 Cdn | ||||||||
July 1, 2003 — Dec 31, 2003 |
7,000 | Transco Z6 | $ | 3.90 U.S. | ||||||||
July 1, 2003 — Dec 31, 2003 |
2,500 | Tetco M3 (1) | $ | 8.42 Cdn | ||||||||
July 1, 2003 — Dec 31, 2003 |
2,370 | AECO | $ | 6.96 Cdn | ||||||||
July 1, 2003 — Dec 31, 2003 |
2,370 | Sumas (1) | $ | 7.28 Cdn | ||||||||
Physical: |
||||||||||||
July 1, 2003 — Dec 31, 2003 |
9,478 | AECO | $ | 5.73 Cdn | ||||||||
2004 |
||||||||||||
Financial: |
||||||||||||
Jan 1, 2004 — Dec 31, 2004 |
5,000 | Tetco M3 (1) | $ | 6.90 Cdn | ||||||||
Jan 1, 2004 — Dec 31, 2004 |
7,000 | Transco Z6 | $ | 3.90 U.S. | ||||||||
| (1) | Associated CDN$ / US$ foreign exchange rate has been fixed. |
| The estimated fair value of the financial crude oil and natural gas contracts has been determined based on the amounts Pengrowth would receive or pay to terminate the contracts at period end. At June 30, 2003, the amount Pengrowth would receive to terminate the financial crude oil contracts is $10,851,000, and the amount Pengrowth would pay to terminate the financial natural gas contracts is $15,026,000. |
| Fair Value of Financial Instruments | |
| The carrying value of financial instruments included in the balance sheet, other than long-term debt and remediation trust fund, approximate their fair value due to their short maturity. The fair value of the Remediation Trust Fund at June 30, 2003 was $7,511,500 (December 31, 2002 — $7,193,000). The fair value of the US denominated debt approximates its carrying value as the rate on the debt does not vary significantly from market rates. |
9. SUBSEQUENT EVENT
| On July 23, 2003, Pengrowth completed a public equity offering in Canada, issuing 8.5 million units to raise gross proceeds of $144.1 million. |
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Corporate Information
DIRECTORS OF PENGROWTH CORPORATION
Thomas A. Cumming
Business Consultant
Michael A. Grandin
Chairman and Chief Executive Officer, Fording Canadian Coal Trust
James S. Kinnear; Chairman
President, Pengrowth Management Limited
Francis G. Vetsch
President, Vetsch Resource Management Ltd.
Stanley H. Wong
President, Carbine Resources Ltd.
John B. Zaozirny; Lead Director
Counsel, McCarthy Tetrault
Director Emeritus
Thomas S. Dobson
President, T.S. Dobson Consultant Ltd.
OFFICERS OF PENGROWTH CORPORATION
James S. Kinnear
Chairman, President and Chief Executive Officer
Robert B. Hodgins
Chief Financial Officer
Gordon M. Anderson
Vice President
Henry D. McKinnon
Vice President, Operations
Lynn Kis
Vice President, Engineering
Charles V. Selby
Corporate Secretary
Chris Webster
Treasurer
Lianne Bigham
Controller
TRUSTEE
Computershare Trust Company of Canada
BANKERS
Bank Syndicate Agent: Royal Bank of Canada
AUDITORS
KPMG LLP
ENGINEERING CONSULTANTS
Gilbert Laustsen Jung Associates Ltd.
ABBREVIATIONS
bbl |
barrel | |||
bcf |
billion cubic feet | |||
boe* |
barrels of oil | |||
equivalent
boe per day* |
barrels of oil equivalent per day | |||
lt |
long.tonnes | |||
mbbls |
thousand barrels | |||
mmbbls |
million barrels | |||
mboe* |
thousand barrels of oil equivalent | |||
mmboe* |
million barrels of oil equivalent | |||
mcf |
thousand cubic feet | |||
mmcf |
million cubic feet | |||
mcf per day |
thousand cubic feet per day | |||
mmcf per day |
million cubic feet per day | |||
Pengrowth Energy Trust (EnergyTrust)
Pengrowth Corporation (Corporation)
*6 mcf of gas = 1 barrel of oil
PENGROWTH AND A STRONG COMMUNITY
Pengrowth Management Limited believes in enhancing the community where our employees live and work. Pengrowth supports causes and institutions both financially and through volunteer efforts and is proud of these associations and partnerships with many community-building non-profit organizations.
Pengrowth has a substantial investment in our community and although 100 percent of the costs are attributed to Pengrowth Management, Pengrowth Energy Trust unitholders benefit through the visibility associated with these vital partnerships.
STOCK EXCHANGE LISTINGS
The Toronto Stock Exchange:
Symbol: PGF.UN
The New York Stock Exchange:
Symbol: PGH
PENGROWTH ENERGY TRUST
Head Office
Suite 2900, 111 – 5 Avenue S.W.
Calgary, Alberta T2P 3Y6 Canada
Telephone: (403) 233-0224
Toll-Free: 1 800 223-4122
Facsimile: (403) 265-6251
Email: pengrowth@pengrowth.com
Website: http://www.pengrowth.com
Toronto Office
2315, 200 Bay Street
Toronto, Ontario M5J 2J2 Canada
Telephone: (416) 362-1748
Toll-Free: 1 888 744-1111
Facsimile: (416) 362-8191
Halifax Office
Suite 407
1959 Upper Water Street
Halifax, NS B3J 3N2 Canada
Telephone: (902) 425-8778
Facsimile: (902) 425-7887
Contact: Jim MacDonald, General Manager, East Coast Operations
INVESTOR RELATIONS
For investor relations enquiries, please contact:
Dan Belot, Manager, Investor Relations
Telephone: (403) 233-0224
Toll-Free: 1 800 223-4122
Facsimile: (403) 294-0051
Email: danielb@pengrowth.com
or
Sally Elliott, Investor Relations, Toronto
Telephone: (416) 362-1748
Toll-Free: 1 888 744-1111
Facsimile: (416) 362-8191
PENGROWTH ENERGY TRUST - 23 -