Connacher reports record operating and financial results; Algar approved and proceeding; Financial condition remains strong; Financial discipline emphasized; Conference call scheduled for November 17, 2008 at 9:00 a.m. MST
CALGARY, Nov. 14 /CNW/ - Connacher Oil and Gas Limited - (CLL - TSX)
reports record operating and financial results for the third quarter 2008 ("Q3
2008") and for the nine month period ended September 20, 2008 ("YTD 2008").
Results reflect the impact of continued growth of our bitumen production and
sales from our Great Divide Pod One steam assisted gravity drainage ("SAGD")
oil sands project, solid performance from our conventional properties, strong
commodity prices and improved results from our Montana refining operation. We
had record revenue and cash flow form operations before changes in working
capital ("cash flow") and solid earnings.Highlights are as follows:
- Q3 2008 production rose 324 percent over the levels reported in
Q3 2007 to reach 9,966 boe/d; YTD 2008 production rose 238 percent to
average 7,990 boe/d; Q3 2008 successive production rose five percent
over Q2 2008 production despite the impact of a Pod One mandated
plant turnaround in September 2008
- Following the turnaround, total company production exceeded 13,000
boe/d in late September 2008
- Algar, our second 10,000 bbl/d SAGD oil sands project, has been
approved for development by the Energy Resources Conservation Board
("ERCB"), and by the Alberta Cabinet
- Upstream revenue exceeded $100 million for Q3 2008, an increase of
1,142 percent over last year; YTD 2008 upstream revenue exceeded
$220 million, compared to $28 million in 2007, an increase of
689 percent
- Total Q3 2008 revenue of $225 million was more than double levels
achieved in 2007; YTD 2008 total revenue of $527 million more than
doubled when compared to $261 million recorded for the same period in
2007
- Q3 2008 cash flow was $31.1 million ($0.15 per weighted average
common share ("common share") outstanding) compared to $10.0 million
($0.05 per common share) in Q3 2007, an increase of 211 percent
overall and 200 percent on a per share basis
- YTD 2008 cash flow was $59.5 million ($0.28 per share), an increase
of 57 percent overall and 47 percent on a per share basis over
comparable 2007 levels
These third quarter 2008 and year to date results will be the subject of a
Conference Call at 9:00 a.m. MST on November 17, 2008. To listen to or
participate in the live conference call please dial either (416) 644.3415 or
(800) 733.7571. A replay of the event will be available from Monday, November
17, 2008 at 11:00 a.m. MST until 23:59 (11:59 p.m.) MST on Monday, November
24, 2008. To listen to the replay please dial either (416) 640-1917 or Toll
Free at (877) 289-8525 and enter the passcode 21284987 followed by the number
sign.
Summary Results
Three months ended Nine months ended
September 30 September 30
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FINANCIAL ($000 except % %
per share amounts) 2008 2007 Change 2008 2007 Change
-------------------------------------------------------------------------
Revenues, net of
royalties 224,558 101,991 120 527,230 261,180 102
Cash flow(1) 31,130 10,025 211 59,505 37,882 57
Per share,
basic(1) 0.15 0.05 200 0.28 0.19 47
Per share,
diluted(1) 0.14 0.05 180 0.27 0.19 42
Net earnings 12,139 14,589 (14) 16,989 41,801 (58)
Per share, basic
and diluted 0.06 0.07 (14) 0.08 0.21 (62)
Property and
equipment
additions 69,175 64,006 8 265,563 267,110 (1)
Cash on hand 236,375 754 31,249
Working capital
(deficit) 200,177 (19,853) 1,108
Term debt 689,673 260,606 165
Shareholders' equity 496,509 428,764 16
Total assets 1,369,533 826,418 66
UPSTREAM
Daily production/
sales volumes
Crude oil - bbl/d 957 781 23 976 805 21
Bitumen - bbl/d(2) 6,810 - - 4,909 - -
Natural gas -
mcf/d 13,188 9,413 40 12,625 9,364 35
Barrels of oil
equivalent -
boe/d(3) 9,966 2,350 324 7,990 2,366 238
Product pricing
Crude oil - $/bbl 103.60 55.98 85 96.16 51.57 86
Bitumen - $/bbl(2) 65.34 - - 61.98 - -
Natural gas -
$/mcf 8.92 4.70 90 8.33 6.49 28
Barrels of oil
equivalent -
$/boe(3) 66.41 37.43 77 62.99 43.22 46
DOWNSTREAM
Crude charged -
bbl/d 9,239 9,460 (2) 9,465 9,443 -
Refinery
utilization (%) 97% 100% 100% 99%
Margins (%) 1.8% 14.7% (88) 0.8% 18.2% (96)
COMMON SHARES
OUTSTANDING (000)
Weighted average
Basic 211,093 199,167 6 210,663 198,539 6
Diluted 213,174 221,554 (4) 213,286 210,580 1
End of period
Issued 211,182 199,447 6
Fully diluted 250,738 236,831 6
-------------------------------------------------------------------------
(1) Cash flow and cash flow per share do not have standardized meanings
prescribed by Canadian generally accepted accounting principles
("GAAP") and therefore may not be comparable to similar measures used
by other companies. Cash flow is calculated before changes in non-
cash working capital, pension funding and asset retirement
expenditures. The most comparable measure calculated in accordance
with GAAP would be net earnings. Cash flow, commonly used in the oil
and gas industry, is reconciled with net earnings on the Consolidated
Statements of Cash Flows and in the accompanying Management's
Discussion & Analysis. Management uses these non-GAAP measurements
for its own performance measures and to provide its shareholders and
investors with a measurement of the company's efficiency and its
ability to internally fund future growth expenditures.
(2) The recognition of bitumen sales from the company's first oil sands
project, Great Divide Pod One, commenced March 1, 2008, when it was
declared "commercial". Prior thereto, all operating costs, net of
revenues, were capitalized.
(3) All references to barrels of oil equivalent (boe) are calculated on
the basis of 6 mcf:1 bbl. Boes may be misleading, particularly if
used in isolation. This conversion is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not
represent a value equivalency at the wellhead.LETTER TO SHAREHOLDERS
Your company continued to make great progress in the third quarter of
2008 and was able to report record production, revenue and cash flow and solid
earnings, overall and in comparison to last year's results. This primarily
reflected the startup of bitumen production at our Pod One SAGD plant at Great
Divide in the oil sands of Alberta, which we declared to be commercial in
March 2008. Additionally, we successfully expanded our conventional production
base and started to see an improvement in our refining/marketing division in
September 2008. Fuelled by strong energy prices, our financial results were
significantly improved over our achievements of 2007, both for the quarter and
on a year-to-date basis.
Algar
Of consequence to our future growth, on October 1, 2008, just after the
end of the reporting period, we were advised by the ERCB that their review of
our application to develop our second 10,000 bbl/d SAGD project at Algar,
situated about six miles east of our Pod One plant, had been completed and
advanced for approval by the Cabinet of the Government of Alberta. On November
5, we received the Order-in-Council issued by the Cabinet, which has now
allowed us to proceed with construction of the plant.
We had previously arranged financing for this project, well before the
current capital and credit market collapse presently underway in North America
and elsewhere. We had done this because of our concerns over the status of
these markets and to mitigate the financing risk of being a smaller company
active in the long-term oil sands business. Accordingly, we are in a most
favored position to proceed with and complete this project, which is expected
to result in another quantum leap in our production growth in 2010. We have
already invested approximately $120 million for long-lead items at Algar,
which, once we drive the first pile on the Algar plant site, would enable us
to achieve an approximate 300 day construction schedule, weather permitting.
Drilling of the SAGD production wells on the well pads would occur during this
period.
A review of the pace of construction and timetable for completion of our
Algar project, necessitated by the current malaise in capital markets, credit
markets and crude oil markets has been undertaken. Our conclusion was we will
proceed apace to maintain our momentum and to be in the best position to
participate in the recovery of the oil price and capital markets during the
next 12-18 months. We will make certain the interests of our shareholders are
served by husbanding our overall financial resources in a careful manner until
more stability is evident in the marketplace. As we previously announced, we
have already taken steps to curtail capital outflows and have deferred higher
risk exploration and costly capital projects, such as our proposed refinery
expansion, which would have likely required new funding in excess of our
current cash, credit and cash flow, until we consider some sense of
equilibrium has been restored to financial and commodity markets.
Great Divide Pod One
We have made good progress with our operations at Pod One during 2008. As
noted, we commenced full steaming and ramp up of our production in late
December 2007 and declared the project commercial in March 2008. Since that
time, we have faced what we consider to be minor operational challenges
characteristic of any new bitumen project. These have been well-managed, a
credit to our head office operating staff and their counterparts in the field.
Our successive quarterly production has improved at an attractive rate and in
late September, after our mandated plant turnaround, which included boiler
inspections and testing of all pressure valves, we achieved a peak daily rate
of 9,870 bbl/d, within 130 bbl/d of the original plant design capacity. Our Q3
2008 average bitumen production of 6,810 bbl/d included August sales of 7,873
bbl/d and we remain optimistic we will achieve our peak levels during the
fourth quarter.
Our operation at Pod One is complex and often times challenging.
Producing bitumen successfully presents numerous challenges, including
production of steam, integration of well performance with plant performance,
utilizing proper chemicals and diluent, water clean up and reutilization and
streamlined marketing to secure required diluent and sell diluted bitumen
("dilbit") into the market place each day. Simultaneously, as we ramp up our
production, we are also mindful of overall and unit operating costs and are
exerting efforts to effectively control these costs. Certain of these costs
are fixed and we anticipate that as we achieve higher volumes, unit costs will
decline, especially important in a declining price environment. We are
encouraged by average steam:oil ratios of approximately 3:1 times, and
anticipate further improvements with the benefit of optimal production.
Current Market Conditions
By now everyone engaged in capital markets is aware of the devastation
which has occurred in both equity and debt markets during the past several
months. The world wide banking and liquidity crisis has resulted in
unrelenting selling pressure in equity markets. Corporate bond market yields
have risen dramatically and credit markets have essentially dried up. The
threat of recession and speculative trading has also placed enormous pressure
on crude oil prices.
Despite our considerable progress as a company, as evidenced by our Q3
2008 and YTD 2008 results and despite having secured financing for planned
growth expenditures, our share price and the value of our debt instruments
have also come under pressure in capital markets, as concerns mount over the
viability of oil sands projects at lower prices.
These concerns have been further exacerbated by indications that the
Alberta Government intends to proceed with its proposed royalty increases,
despite the sharp drop in energy prices. Also, large capital cost increases
have been announced for integrated mining projects, originally incorporating
an upgrader. Not surprisingly, this has received extensive commentary by
financial analysts, resulting in considerable coverage in the popular and
financial press. Unfortunately, this commentary often fails to distinguish
between these megaprojects and our type of efficient smaller-scale modular
SAGD projects, which exhibit lower per unit capital costs and greater
efficiency. As a result, "breakeven" price requirements have been tossed about
indiscriminately by the press and analysts, without an apparent recognition of
the difference between project types and without regard to how companies or
projects are financed. This has increased investor anxiety, even though when
properly calculated this metric is always much lower for our type of
operation. Based on recent exchange rates, heavy oil price differentials,
diluent prices and blending ratios, break-even prices for combined Algar and
Pod One operations would be less than US$50.00/bbl for WTI, assuming full
production of 20,000 bbl/d, sufficient to cover interest on all our debt,
bitumen operating costs, royalties, maintenance capital and G&A. Canadian and
US election rhetoric about environment issues has also heightened investor
concerns over the potential impact of possible new discriminatory taxation on
oil sands operations. All of this, then, has not augured particularly well for
our share price, even though we have done relatively well compared to our
peers.
What lies ahead is anyone's guess. To suggest otherwise would be folly,
although we have an abiding confidence in the quality of our assets, our
people and our financial condition under more normal circumstances. As
indicated, we will continue to closely monitor market conditions and make what
we anticipate will be appropriate decisions on our business activity during
this period of high turmoil. We anticipate timely development of Algar,
careful management of our financial resources and we will take every
identifiable step to ensure Connacher is favorably positioned to emerge from
this difficult period as a stronger company with good growth potential. A
slowing down of our higher risk, higher reward programs to explore for new oil
sands reserves and resources and conventional reserves should not unduly
impair our future as we have a significant base already identified. Relative
to our present requirements, we are long natural gas and we believe we can
secure the necessary volumes when Algar is ready to be placed onstream. We are
comfortable with our integrated strategy and in the short run are benefiting
from narrow heavy oil price differentials which provide solid upstream
netbacks in our bitumen operations. Should these widen, we are poised to
recapture them through our refinery operation in Great Falls, Montana. When
capital markets are stabilized, we can reconsider our refinery expansion
plans, but in the meantime we anticipate being rewarded by being "long"
bitumen, when Algar commences production. We were also pleased to see some
profitability reemerge in our refining operation during September 2008.
Capital Budgets
At our November Board Meeting, our Directors approved our 2009 operating
and financial plan and capital budget. We anticipate 2009 outlays for capital
projects of $373 million, including funds required to complete Algar,
capitalized interest and startup operating costs and for conventional
maintenance programs and selected capital projects at our refinery in Great
Falls. We will also invest funds to complete a cogeneration facility at Algar
so we have a reliable source of power for our oil sands operations. These
plans are more fully-described in our accompanying Management's Discussion and
Analysis ("MD&A").
We anticipate these projects will be funded from cash flow, available
cash and credit facilities without any new external funding, except for
completion of the cogeneration facility, which we anticipate will be partially
funded on a project basis in a wholly-owned subsidiary.
We are fortunate that our forward planning put us in a position to
finance the construction of Algar and that our 100 percent ownership allows us
to control the pace of development, especially important for a smaller
integrated oil sands company in these difficult times.
We note that a large Toronto-based Canadian institution, Resolute Funds
Limited, has acquired a significant equity stake in Connacher for its clients
in recent months. We appreciate this vote of confidence in our strategy,
assets and management. This accumulation has occurred in recent months,
despite terrible stock market conditions and we have been assured in public
filings and at meetings that this position was secured for long-term
investment purposes. We welcome all new shareholders and hope market
conditions will permit appropriate share price appreciation, in keeping with
our discernible and reported operational and financial progress as a company.
We also appreciate the continued dedication, loyalty and effort of our
staff during these volatile times.
Respectfully submitted on behalf of the Board of DirectorsRichard A. Gusella
President and Chief Executive Officer
November 14, 2008MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is dated as of November 14, 2008 and should be read in
conjunction with the unaudited consolidated financial statements of Connacher
Oil and Gas Limited ("Connacher" or the "company") for the three and nine
months ended September 30, 2008 and 2007 as contained in this interim report
and the MD&A, and audited consolidated financial statements for the years
ended December 31, 2007 and 2006 as contained in the company's 2007 annual
report. All of these consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles ("GAAP") and
are presented in Canadian dollars. This MD&A provides management's view of the
financial condition of the company and the results of its operations for the
reporting periods.
Additional information relating to Connacher, including Connacher's
Annual Information Form is on SEDAR at www.sedar.com.
FORWARD-LOOKING INFORMATION
This quarterly report, including the Letter to Shareholders, contains
forward-looking information including but not limited to expectations of
future production, revenues, cash flow, profitability and capital
expenditures, anticipated reductions in operating costs as a result of
optimization of certain operations, development of additional oil sands
resources (including Algar and the timeline and capital costs for construction
of Algar), expansion of current conventional oil and gas and oil sands
operations, planned construction of a cogeneration facility and anticipated
sources of funding for capital expenditures. Forward looking information is
based on management's expectations regarding future growth, results of
operation, production, future commodity prices and foreign exchange rates,
future capital and other expenditures (including the amount, nature and
sources of funding thereof), plans for and results of drilling activity,
environmental matters, business prospects and opportunities and future
economic conditions. Forward-looking information involves significant known
and unknown risks and uncertainties, which could cause actual results to
differ materially from those anticipated. These risks include, but are not
limited to: the risks associated with the oil and gas industry (e.g.,
operational risks in development, exploration and production; delays or
changes in plans with respect to exploration or development projects or
capital expenditures; the uncertainty of reserve and resource estimates; the
uncertainty of estimates and projections relating to production, costs and
expenses, and health, safety and environmental risks), the risk of commodity
price and foreign exchange rate fluctuations, risks and uncertainties
associated with securing and maintaining the necessary regulatory approvals
and financing to proceed with the continued expansion of the Great Divide
Project. In addition, the current financial crisis has resulted in severe
economic uncertainty and resulting illiquidity in capital markets which
increases the risk that actual results will vary from forward looking
expectations in this quarterly report and these variations may be material.
These and other risks and uncertainties are described in detail in Connacher's
Annual Information Form for the year ended December 31, 2007, which is
available at www.sedar.com. Although Connacher believes that the expectations
in such forward-looking information are reasonable, there can be no assurance
that such expectations shall prove to be correct. The forward-looking
information included in this quarterly report are expressly qualified in their
entirety by this cautionary statement. The forward-looking information
included in this quarterly report is made as of November 14, 2008 and
Connacher assumes no obligation to update or revise any forward-looking
information to reflect new events or circumstances, except as required by law.FINANCIAL AND OPERATING REVIEW
UPSTREAM NETBACKS ($000)
For the three months ended September 30
2008 Oil Sands(1) Crude Oil Natural Gas Total
-------------------------------------------------------------------------
Gross revenues(2) $80,604 $9,121 $10,828 $100,553
Diluent purchased(3) (33,409) - - (33,409)
Transportation costs (6,256) - - (6,256)
-------------------------------------------------------------------------
Production revenue 40,939 9,121 10,828 60,888
Royalties (414) (2,675) (1,173) (4,262)
Operating costs (15,782) (1,736) (1,198) (18,716)
-------------------------------------------------------------------------
Total netback(4) $24,743 $4,710 $8,457 $37,910
-------------------------------------------------------------------------
Total netback as a
percentage of production
revenue (%) 60 52 78 62
-------------------------------------------------------------------------
2007
-------------------------------------------------------------------------
Gross revenues/production
revenue - $4,022 $4,072 $8,094
Royalties - (919) (449) (1,368)
Operating costs - (967) (979) (1,946)
-------------------------------------------------------------------------
Total netback(4) - $2,136 $2,644 $4,780
-------------------------------------------------------------------------
Total netback as a
percentage of production
revenue (%) - 53 65 59
-------------------------------------------------------------------------
For the nine months
ended September 30
2008 Oil Sands(1) Crude Oil Natural Gas Total
-------------------------------------------------------------------------
Gross revenues(2) $165,843 $25,723 $28,809 $220,375
Diluent purchased(3) (72,784) - - (72,784)
Transportation costs (9,684) - - (9,684)
-------------------------------------------------------------------------
Production revenue 83,375 25,723 28,809 137,907
Royalties (874) (7,220) (4,581) (12,675)
Operating costs (35,466) (3,606) (5,170) (44,242)
-------------------------------------------------------------------------
Total netback(4) $47,035 $14,897 $19,058 $80,990
-------------------------------------------------------------------------
Total netback as a
percentage of
production
revenue (%) 56 58 66 59
-------------------------------------------------------------------------
2007
-------------------------------------------------------------------------
Gross revenues - $11,330 $16,581 $27,911
Royalties - (2,721) (1,844) (4,565)
Operating costs - (2,654) (3,884) (6,538)
-------------------------------------------------------------------------
Total netback - $5,955 $10,853 $16,808
-------------------------------------------------------------------------
Total netback as a
percentage of
production
revenue (%) - 53 65 60
-------------------------------------------------------------------------
(1) In the first quarter of 2008, Connacher completed the conversion of a
majority of its fifteen horizontal well pairs to production status at
Great Divide Pod One and processed increasing levels of bitumen
through its facility. This provided the company with the necessary
confidence that this first oil sands project could economically
produce, process and sell bitumen on a continuous basis. Therefore,
effective March 1, 2008 Connacher declared it to be "commercial". As
a result, the company discontinued the capitalization of all pre-
operating costs, moved accumulated capital costs into the full cost
pool, commenced the depletion of these costs, and began reporting Pod
One production and operating results as part of the oil and gas
reporting segment. The above tables, therefore, do not include
operating results prior to March 1, 2008.
(2) Bitumen produced at Great Divide Pod One is mixed with purchased
diluent and sold as "dilbit". Diluent is a light hydrocarbon that
improves the marketing and transportation quality of bitumen. In the
above tables, gross Revenues represent sales of dilbit, crude oil and
natural gas.
(3) Diluent volumes purchased and blended into dilbit sales have been
deducted in calculating netbacks.
(4) Total netbacks, by product, are calculated by deducting the related
diluent, transportation, field operating costs and royalties from
revenues. Netbacks on a per-unit basis are calculated by dividing
related production revenue, costs and royalties by production
volumes. Netbacks do not have a standardized meaning prescribed by
GAAP and, therefore, may not be comparable to similar measures used
by other companies. This non-GAAP measurement is a useful and widely
used supplemental measure of the company's efficiency and its ability
to fund future growth through capital expenditures. Netbacks are
reconciled to net earnings below.
UPSTREAM SALES AND PRODUCTION VOLUMES
For the three months ended September 30
2008 2007 % Change
-------------------------------------------------------------------------
Dilbit sales - bbl/d(1) 9,492 - -
Diluent purchased - bbl/d(1) (2,682) - -
-------------------------------------------------------------------------
Bitumen produced and sold - bbl/d(1) 6,810 - -
Crude oil produced and sold - bbl/d 957 781 23
Natural gas produced and sold - mcf/d 13,188 9,413 40
-------------------------------------------------------------------------
Total - boe/d 9,966 2,350 324
-------------------------------------------------------------------------
For the nine months ended September 30
-------------------------------------------------------------------------
Dilbit sales - bbl/d(1) 6,790 - -
Diluent purchased - bbl/d(1) (1,881) - -
-------------------------------------------------------------------------
Bitumen produced and sold - bbl/d(1) 4,909 - -
Crude oil produced and sold -bbl/d 976 805 21
Natural gas produced and sold - mcf/d 12,625 9,364 35
-------------------------------------------------------------------------
Total - boe/d 7,990 2,366 238
-------------------------------------------------------------------------
(1) Since declaring Great Divide Pod One "commercial" effective March 1,
2008. Daily averages are based on total calendar days in the period.
UPSTREAM NETBACKS PER UNIT OF PRODUCTION
For the three months ended September 30
Bitumen Crude Oil Natural Gas Total
2008 ($ per bbl) ($ per bbl) ($ per mcf) ($ per boe)
-------------------------------------------------------------------------
Production revenue $65.34 $103.60 $8.92 $66.41
Royalties (0.66) (30.38) (0.97) (4.65)
Operating costs (25.19) (19.72) (0.99) (20.41)
-------------------------------------------------------------------------
Upstream netback $39.49 $53.50 $6.96 $41.35
-------------------------------------------------------------------------
2007
-------------------------------------------------------------------------
Production revenue - $55.98 $4.70 $37.43
Royalties - (12.80) 0.52 (6.32)
Operating costs - (13.46) (1.13) (9.00)
-------------------------------------------------------------------------
Upstream netback - $29.72 $3.05 $22.11
-------------------------------------------------------------------------
For the nine months ended September 30
2008
-------------------------------------------------------------------------
Production revenue $61.98 $96.16 $8.33 $62.99
Royalties (0.65) (27.00) (1.32) (5.78)
Operating costs (26.37) (13.48) (1.50) (20.21)
-------------------------------------------------------------------------
Upstream netback $34.96 $55.68 $5.51 $37.00
-------------------------------------------------------------------------
2007
-------------------------------------------------------------------------
Production revenue - $51.57 $6.49 $43.22
Royalties - (12.38) (0.72) (7.07)
Operating costs - (12.08) (1.52) (10.12)
-------------------------------------------------------------------------
Upstream netback - $27.11 $4.25 $26.03
-------------------------------------------------------------------------In the third quarter of 2008, oil sands, crude oil and natural gas
revenues increased 1,142 percent to $101 million from $8 million in the third
quarter of 2007. This was primarily due to higher production and sales volumes
in 2008. Oil sands sales of $81 million contributed most of the $93 million
increase. Substantial increases in crude oil and natural gas production and
pricing also contributed to the increase in revenues.
Third quarter 2008 upstream revenues were also $12 million higher than
second quarter 2008 upstream revenues ($101 million vs. $89 million) due to
increased oil sands production and sales volumes (6,810 bbl/d vs. 6,123 bbl/d)
and increased product pricing ($66.41 per boe vs. $63.37 per boe). The company
is progressing toward achieving Pod One's design capacity of 10,000 bbl/d
before year end.
Year to date upstream revenues were $192 million higher than in the first
nine months of 2007 ($220 million vs. $28 million). Contributing to this
significant revenue gain were new oil sands revenues (for the seven months
since declaring commerciality effective March 1, 2008) of $166 million, crude
oil revenues ($14 million higher) and natural gas revenues ($12 million
higher), due to increased production and higher selling prices.
In the first quarter of 2008, the company entered into a "costless
collar" natural gas contract with a third party to receive a minimum of US
$7.50 per mmbtu and a maximum of US $10.05 per mmbtu on a notional quantity of
5,000 mmbtu per day of natural gas sold between April 1, 2008 and October 31,
2008. This transaction was not meant to speculate on future natural gas
prices, but rather to protect the downside risk to the company's cash flow and
the lending value of its assets. The impact of mark-to-market adjustments to
the company's natural gas revenues in a decreasing pricing environment in the
third quarter of 2008 had the effect of increasing reported revenues by $1.6
million (or $1.32 per mcf) but for the nine months ended September 30, 2008
had the effect of reducing revenues by $831,000 or $0.24 per mcf.
Royalties represent charges against production or revenue by governments
and landowners. Royalties in the third quarter of 2008 were $4.3 million
compared to $1.4 million in the third quarter of 2007. Royalties for the first
nine months of 2008 were $12.7 million compared to $4.6 million in 2007. From
year to year, royalties can change based on changes in the product mix, the
components of which are subject to different royalty rates. Additionally,
royalty rates typically escalate with increased product prices. The most
notable change in royalties this year came as a result of additional
conventional crude oil and natural gas production volumes and increased
product pricing. New oil sands production royalties payable at the rate of one
percent of the oil sands selling price also contributed to increased royalties
in 2008.
In the third quarter of 2008, upstream diluent purchases of $33.4 million
(year to date $72.8 million) were related to oil sands bitumen production and
dilbit sales. Bitumen produced at Great Divide Pod One is mixed with purchased
diluent and sold as "dilbit." Diluent is a light hydrocarbon that improves the
marketing and transportation quality of bitumen. For the reported volumes,
diluent purchased represented approximately 28 percent of the dilbit barrel
sold, with bitumen the remaining 72 percent. It is anticipated that less
diluent will be necessary when oil sands production and handling operations
are optimized and higher volumes are processed. The market price of diluent is
influenced by supply and demand and in the current period historically high
prices prevailed as a result of these factors.
Field operating costs of $18.7 million in the third quarter ($44.2
million for the year to date) were substantially higher than in the third
quarter of 2007 ($1.9 million) and in the first nine months of 2007 ($6.5
million). Most of the increase ($16.8 million for the third quarter and $37.7
million for the year to date) relates to new oil sands production since March
1, 2008. Incremental crude oil and natural gas production volumes also caused
field operating costs to increase by $1 million in the third quarter and by
$2.2 million in the year to date over prior year, but on a per unit basis,
operating costs for conventional production were in line with the prior year.
Oil sands field operating costs of $15.8 million in the third quarter
($35.5 million since March 1, 2008) averaged $25.19 ($26.37 year to date) per
barrel of bitumen produced. Approximately 44 percent of this cost was for
natural gas required in the SAGD steaming process. Connacher's production and
sale of natural gas ultimately offsets this cost, but the cost is required to
be reported separately as part of the cost of producing bitumen. Oil sands
field operating costs for the year to date were impacted by a minor turnaround
to clean out vessels at Pod One, by a debottlenecking to manage vapours
produced by the treating process, downtime to activate a new trucking terminal
and downtime for our mandated annual turnaround to inspect boilers and
pressure safety valves. As a significant portion of other field operating cost
components (such as personnel and electricity) are fixed in nature, a
reduction in per unit field operating costs is anticipated to be achievable
with anticipated increases in bitumen production volumes.
Transportation and marketing costs of $6.3 million ($9.7 million for the
year to date) represent the cost of trucking a portion of the company's oil
sands sales to market. The majority of sales were priced "net of
transportation."
Netbacks are a widely used industry measure of a company's efficiency and
its ability to internally fund its growth. The company's overall third quarter
upstream netback of $41.35 per produced boe (an 87 percent increase over the
same 2007 period) was significantly influenced by its oil sands production,
which had a netback of $39.49 per bitumen barrel produced and by increases in
commodity selling prices. At this early stage of development and anticipating
more operating efficiencies will be realized, particularly with expected
higher production volumes, the company anticipates it will improve its oil
sands results by year end 2008, if commodity selling prices are at reasonably
stable levels.Reconciliation of PNG Netback to Net Earnings
For the three months ended
September 30 2008 2007
-------------------------------------------------------------------------
($000, except per unit
amounts) Total Per boe Total Per boe
-------------------------------------------------------------------------
Upstream netback as above $37,910 $41.35 $4,780 $22.11
Interest income 541 0.59 172 0.80
Downstream margin - net 2,271 2.48 13,986 64.69
General and administrative (2,774) (3.03) (1,584) (7.33)
Stock-based compensation (790) (0.86) (1,383) (6.40)
Finance charges (7,786) (8.49) (2,545) (11.77)
Foreign exchange (loss)
gain (1,439) (1.57) 13,267 61.36
Depletion, depreciation
and accretion (14,968) (16.33) (7,682) (35.53)
Income taxes (1,620) (1.77) (5,449) (25.20)
Equity interest in
Petrolifera earnings and
dilution gain 794 0.87 1,027 4.75
-------------------------------------------------------------------------
Net earnings $12,139 $13.24 $14,589 $67.48
-------------------------------------------------------------------------
For the nine months ended
September 30 2008 2007
-------------------------------------------------------------------------
($000, except per unit
amounts) Total Per boe Total Per boe
-------------------------------------------------------------------------
Upstream netback as above $80,990 $37.00 $16,808 $26.03
Interest income 2,085 0.95 517 0.80
Downstream margin - net 2,671 1.22 43,107 66.74
General and administrative (8,751) (4.00) (6,832) (10.58)
Stock-based compensation (3,487) (1.59) (4,437) (6.87)
Finance charges (22,515) (10.28) (4,255) (6.59)
Foreign exchange (loss)
gain (6,648) (3.04) 29,455 45.60
Depletion, depreciation
and accretion (36,257) (16.56) (22,403) (34.68)
Income taxes (1,307) (0.60) (18,196) (28.17)
Equity interest in
Petrolifera earnings and
dilution gain 10,208 4.66 8,037 12.44
-------------------------------------------------------------------------
Net earnings $16,989 $7.76 $41,801 $64.72
-------------------------------------------------------------------------DOWNSTREAM REVENUES AND MARGINS
The Montana refinery ("MRC") is subject to a number of seasonal factors
which typically cause product sales revenues to vary throughout the year. The
refinery's primary asphalt market is for paving roads, which is predominantly
a summer demand. Consequently, prices and sales volumes for our asphalt tend
to be higher in the summer and lower in the colder seasons. During the winter,
most of the refinery's asphalt production is stored in tankage for sale in the
subsequent summer months. Seasonal factors also affect sales revenues for
gasoline (higher demand in summer months) as well as distillate and diesel
fuels (higher winter demand). As a result, inventory levels, sales volumes and
prices can be expected to fluctuate on a seasonal basis.
In the third quarter of 2008, the company's refining revenues ($128
million) were higher than in the second quarter of 2008 ($118 million) and
were higher than the third quarter of 2007 ($95 million) due to generally
higher refined product prices and higher levels of asphalt sales. Refining
costs of sales in the third quarter of 2008 ($125 million) were higher than in
the second quarter of 2008 ($118 million) and in the third quarter of 2007
($81 million) due to higher crude oil costs. For the first nine months of
2008, refining revenues ($317 million) were higher than in the first nine
months of 2007 ($237 million) because of higher refined product prices and
costs of sales for the 2008 year to date ($315 million) increased from 2007
($194 million) due to higher crude costs.
The company's refining margins have fallen markedly in 2008, as the
selling prices of refined products did not keep pace with rising crude and
other feedstock costs. Our Montana heavy oil refining margins also typically
capture the difference between heavy and light crude oil costs. As this
differential narrowed in 2008, so did refining margins. However, narrowing
differentials resulted in higher oil sands revenues and netbacks, affirming
the company's integrated business model.
During the third quarter of 2008 the refining industry experienced a
significant change in prices of both crude oil and refined products. At MRC we
started the quarter paying record high prices for crude oil, but this steadily
declined during the period. Prices for gasoline, diesel and jet fuel fell at a
slower rate through this period, contributing to slightly higher margins.
Asphalt has enjoyed a particularly strong demand and prices increased due to a
shortfall in supply in our market area (partly the result of a reduced supply
from competitors who have been moving out of the production of asphalt).
Asphalt pricing changes tend to lag crude prices so current high asphalt
prices reflect the higher crude prices seen earlier in the year. MRC has made
good progress on its ultra-low sulphur diesel conversion project which is
expected to be complete near year end 2008.Refinery throughput - Sept 30, Dec 31, Mar 31, June 30, Sept 30,
three months ended 2007 2007 2008 2008 2008
-------------------------------------------------------------------------
Crude charged (bbl/d)(1) 9,460 9,610 9,830 9,329 9,239
Refinery production
(bbl/d)(2) 10,478 10,578 11,081 10,052 10,284
Sales of produced refined
products (bbl/d) 12,906 10,629 7,408 12,274 11,897
Sales of refined products
(bbl/d)(3) 13,447 11,014 7,902 12,878 12,385
Refinery utilization(4) 100% 101% 104% 98% 97%
-------------------------------------------------------------------------
(1) Crude charged represents the barrels per day of crude oil processed
at the refinery.
(2) Refinery production represents the barrels per day of refined
products yielded from processing crude and other refinery feedstocks.
(3) Includes refined products purchased for resale.
(4) Represents crude charged divided by total crude capacity of the
refinery.
Feedstocks - three Sept 30, Dec 31, Mar 31, June 30, Sept 30,
months ended 2007 2007 2008 2008 2008
-------------------------------------------------------------------------
Sour crude oil 91% 93% 92% 93% 93%
Other feedstocks and
blends 9% 7% 8% 7% 7%
-------------------------------------------------------------------------
Total 100% 100% 100% 100% 100%
-------------------------------------------------------------------------
Revenues and Margins ($000)
-------------------------------------------------------------------------
Refining sales revenue $95,093 $75,733 $71,899 $117,820 $127,726
Refining - crude oil
and operating costs 81,107 70,863 71,393 117,926 125,455
-------------------------------------------------------------------------
Refining margin $13,986 $4,870 $506 $(106) 2,271
-------------------------------------------------------------------------
Refining margin 14.7% 6.4% 0.7% (0.1%) 1.8%
-------------------------------------------------------------------------
Sales of Produced Refined
Products (Volume %)
-------------------------------------------------------------------------
Gasolines 31% 35% 47% 32% 35%
Diesel fuels 12% 16% 27% 11% 19%
Jet fuels 6% 6% 8% 5% 5%
Asphalt 48% 39% 13% 48% 38%
LPG and other 3% 4% 5% 4% 3%
-------------------------------------------------------------------------
Total 100% 100% 100% 100% 100%
-------------------------------------------------------------------------
Per Barrel of Refined
Product Sold
-------------------------------------------------------------------------
Refining sales revenue $76.87 $74.74 $99.99 $100.54 $112.10
Less: refining - crude
oil purchases and
operating costs 65.56 69.93 99.28 100.63 110.100
-------------------------------------------------------------------------
Refining margin $11.31 $4.81 $0.71 ($0.09) $2.00
-------------------------------------------------------------------------INTEREST AND OTHER INCOME
In the third quarter of 2008, the company reported interest of $541,000
(third quarter September 30, 2007 - $172,000; 2008 year to date - $2.1
million; 2007 year to date - $517,000), earned on excess funds invested in
secure short-term investments.
Surplus cash balances are invested in safe, secure interest bearing
deposit accounts. A portion (30%) of the interest earned is recognized as
income and a portion (70%) of it is credited to capitalized costs, consistent
with the way we account for interest costs on the Senior Notes. We expense 30%
of these interest costs in respect of borrowing attributed to Pod One and
together with other directly related costs attributable to the Algar project,
70% of interest paid on Senior Notes is capitalized.
GENERAL AND ADMINISTRATIVE EXPENSES
In the third quarter of 2008, general and administrative ("G&A") expenses
were $2.8 million compared to $1.6 million in the third quarter of 2007, an
increase of 75 percent, as the company increased its staffing levels as a
result of increased activity; also, G&A of $1.1 million (2007-$1.1 million)
was capitalized in the third quarter of 2008.
For the first nine months of 2008, G&A expensed was $8.8 million compared
to $6.8 million expensed in the first nine months of 2007, after capitalizing
$4.1 million in the first nine months of 2008 and $2.2 million in the first
nine months of 2007.
STOCK BASED COMPENSATION
The company recorded non-cash stock-based compensation charges in the
respective periods as follows:Three months ended Nine months ended
September 30 September 30
-------------------------------------------------------------------------
($000) 2008 2007 2008 2007
-------------------------------------------------------------------------
Charged to G&A expense $790 $1,383 $3,487 $4,437
Capitalized to property and
equipment 20 612 1,042 1,680
-------------------------------------------------------------------------
$810 $1,995 $4,529 $6,117
-------------------------------------------------------------------------The reduction from the prior period is due to fewer options being
granted.
FINANCE CHARGES
Finance charges include interest expensed relating to the Convertible
Debentures, amounts drawn on revolving lines of credit, standby fees
associated with the company's undrawn lines of credit, fees on letters of
credit issued, and a portion of the interest expense on the Senior Notes
attributable to Great Divide Pod One since it was declared commercial,
effective March 1, 2008. Finance charges also include non-cash accretion
charges with respect to the Convertible Debentures and a portion to the Senior
Notes.
Expensed finance charges of $7.8 million in the third quarter of 2008
(year to date: $22.5 million) compared to $2.5 million reported in the third
quarter of 2007 (2007 year to date: $4.3 million). These charges increased
primarily due to the issuance of the Convertible Debentures in May 2007 and
the Senior Notes in December 2007. A portion of the interest on the Senior
Notes has been expensed from March 1, 2008, the date of commencement of
commercial operations at Pod One.
FOREIGN EXCHANGE GAINS AND LOSSES
In the third quarter of 2008, the company recorded an unrealized foreign
exchange loss of $1.4 million (year to date - $6.6 million loss) with respect
to the translation of its US dollar denominated indebtedness and its currency
swap. An unrealized foreign exchange gain of $13.3 million was recorded in the
third quarter of 2007 (2007 year to date: $29.5 million gain) on translation
of US dollar denominated indebtedness. A weaker Canadian dollar since placing
the US dollar-denominated Senior Notes caused these unrealized foreign
exchange losses in 2008 offset by unrealized foreign exchange gains on the
currency swap.
DEPLETION, DEPRECIATION AND ACCRETION ("DD&A")
Depletion expense is calculated using the unit-of-production method based
on total estimated proved reserves. Effective March 1, 2008, Pod One's
accumulated capital costs were added to the depletion pool and are being
depleted from that date. The depletion calculation for the third quarter of
2008 considered the significant increases in proved reserves as reported by
the company's independent reserve evaluators as at June 30, 2008, included
future development costs of $995 million (September 30, 2007 - $15 million)
for proved undeveloped reserves, but excluded capital costs of $237 million
(September 30, 2007 - $393 million) related to oil sands projects currently in
the pre-production stage and undeveloped land costs. Notwithstanding the
significant increase in depletable costs, the benefit of adding substantial
Pod One proved reserves has reduced per unit depletion costs to $13.77 per boe
in the third quarter of 2008 compared to $27.64 per boe in the third quarter
of 2007.
Costs excluded from the depletion pool have been separately tested for
impairment. At September 30, 2008 the value of these assets exceeded their
accumulated costs.
Refining properties and other capital assets are depreciated over their
useful lives.
Included in DD&A for the nine months ended September 30, 2008 is an
accretion charge of $1.3 million (nine months ended September 30, 2007 -
$659,000) in respect of the company's estimated asset retirement obligations.
These charges will continue in future years in order to accrete the currently
booked discounted liability of $25 million to the estimated total undiscounted
liability of $45 million over the remaining economic life of the company's oil
sands, crude oil and natural gas properties.
Total DD&A for the three months ended September 30, 2008 was $15 million
(three months ended September 30, 2007 - $7.7 million) and for the nine months
ended September 30, 2008 was $36.3 million (nine months ended September 30,
2007 - $22.4 million). Although depletion per boe has been significantly
reduced, production volumes have substantially increased year over year. It is
primarily for this reason that overall DD&A charges have increased.
INCOME TAXES
The income tax provision of $1.3 million in the first nine months of 2008
includes a current income tax provision of $1.9 million, principally related
to Canadian capital and other taxes and a future income tax recovery of
$557,000 reflecting the benefit of increased tax pools during the period.
At September 30, 2008 the company had approximately $106 million of
non-capital losses which expire between 2010 and 2028, $174 million of capital
losses which do not have an expiry date, $490 million of deductible resource
pools and $28 million of deductible financing costs.
EQUITY INTEREST IN PETROLIFERA PETROLEUM LIMITED ("PETROLIFERA")
In May 2007, Connacher exercised warrants to purchase 1.7 million
additional common shares in Petrolifera for total consideration of $5.1
million. As a result, the company maintained its 26 percent equity interest,
as other Petrolifera shareholders similarly exercised their warrants on
identical terms. Connacher booked a dilution gain of $1.9 million as a
consequence of these transactions.
In June 2008, Petrolifera issued an additional 4.4 million common shares
to raise $40 million. Connacher did not subscribe for any of these shares.
Consequently, Connacher's equity interest in Petrolifera was reduced from 26
percent to 24 percent. However, the financing resulted in a dilution gain of
$8 million, which was recognized by Connacher in the second quarter of 2008.
Connacher accounts for its 24 percent equity investment in Petrolifera on
the equity method basis of accounting. Connacher's equity interest share of
Petrolifera's earnings in the first nine months of 2008 was $2.2 million (nine
months ended September 30, 2007 - $6.1 million). In the third quarter of 2008,
Connacher's share of Petrolifera's earnings was $854,000 (third quarter 2007 -
$1.0 million).
Additional information relating to Petrolifera including its assets,
liabilities and results of operations can be found in Petrolifera's 2007
annual report, 2008 interim reports and Annual Information form which have
been posted on SEDAR at www.sedar.com and which are not incorporated by
reference in this management's discussion and analysis. Readers are cautioned
that as a result of the exercise of any outstanding options of Petrolifera and
the issuance by Petrolifera of additional securities, Connacher's interest in
Petrolifera will decrease, unless Connacher participates in such issuances of
securities.
NET EARNINGS
In the third quarter of 2008 the company reported earnings of $12.1
million ($0.06 per basic and diluted share outstanding) compared to earnings
of $14.6 million ($0.07 per basic and diluted share outstanding) in the third
quarter of 2007.
In the first nine months of 2008 the company reported earnings of $17.0
million ($0.08 per basic and diluted share outstanding) compared to earnings
of $41.8 million or $0.21 per basic and diluted share for the first nine
months of 2007.
Explanations for the period to period fluctuations are included in the
narrative above, by earnings component.
SHARES OUTSTANDING
For the first nine months of 2008, the weighted average number of common
shares outstanding was 210,663,327 (2007 - 198,539,469) and the weighted
average number of diluted shares outstanding, as calculated by the treasury
stock method, was 213,286,631 (2007 - 210,580,963).
As at November 13, 2008, the company had the following equity securities
issued and outstanding:
- 211,181,815 common shares;
- 19,115,228 share purchase options; and
- 392,705 share units under the non-employee director share awards
plan.
Additionally, 20,010,000 common shares are issuable upon conversion of
the Convertible Debentures. Details of the exercise provisions and terms of
the outstanding options are noted in the consolidated financial statements,
included in this interim report.
LIQUIDITY AND CAPITAL RESOURCES
The current financial crisis has caused severe illiquidity in capital
markets, economic uncertainty and significant volatility in commodity
exchanges and stock markets around the world. Connacher's share price and the
trading value of its Senior Notes have been adversely affected by the
uncertainty of future crude oil and natural gas prices as well as anticipated
new environmental regulations which could affect the economics of our
business. Notwithstanding the challenges imposed by the current financial
crisis and current economic conditions, management believes that the company
has the best internally-generated growth prospects it has ever had and that
the company's financial strength and liquidity will allow it to continue
adding quality assets to an already solid business model.
Lower world oil prices will result in lower per unit revenues, net backs
and cash flow. It is our intention to continue increasing production and sales
volumes so that total revenues and cash flow continue to increase on an
absolute and per share basis during a period of lower world commodity pricing.
In response to the current economic and market conditions, we have
curtailed some capital projects (notably, the expansion of our downstream
refining capacity and the construction of an oil sands sales and diluent
pipeline) and we have reduced our capital expenditure budget for this winter's
exploration and oil sands delineation program, yet maintaining certain
economically-driven or maintenance-related capital projects, while proceeding
in earnest to construct Algar, now that we have received approval from the
Alberta Cabinet for our second SAGD oil sands project.
Fortunately, financing for the Algar project was completed in December
2007, well before the current capital and credit market collapse.
Consequently, management believes that the company has the capital resources
necessary to complete its current capital program, including the construction
of the $345 million (plus $30 million in contingencies) Algar project, wherein
we have already invested approximately $120 million for long-lead equipment
items. Long term in nature, the Algar project has been financed with equity
and long term debt, allowing for the buildup of cash flow prior to debt
maturities in 2012 and 2015.
In light of the volatility of current commodity prices and the US:Cdn
dollar exchange rate and their significance to the company's operating
performance, we are exploring alternative hedging strategies to protect the
company's cash flow from the risk of potentially lower crude oil and refined
product pricing and adverse exchange rate fluctuations. (In the past few
months, world oil prices have fluctuated from US$ 60/bbl to US$ 147/bbl and
the US:Cdn dollar exchange rate from close to parity to $0.83, in US funds).
Although the company's integrated business model provides some protection, it
does not provide a perfect hedge. The purpose of any such hedge(s) would be to
ensure sufficient cash flow to continue to service indebtedness, complete
capital projects and ensure continued compliance with debt covenants in a
volatile and weak commodity price, and deteriorated economic, environment.
Connacher's environmental compliance risks are being monitored, as we
review proposals from Provincial and Federal jurisdictions.
At September 30, 2008, the company had working capital of $200 million
(December 31, 2007 - $390 million; September 30, 2007 - working capital
deficiency of $20 million), including $236 million of cash on hand (December
31, 2007 - $392 million; September 30, 2007 - $754,000). Of this amount, $34
million has been segregated in an interest reserve account to fund the
December 2008 interest payment on the Senior Notes.
At September 30, 2008 the company also had approximately $187 million
available to be drawn on its five-year term Revolving Credit Facilities, as
approximately $13 million had been used to secure letters of credit, primarily
for its crude oil purchase activity associated with the refining business.
Available cash, anticipated cash flow and funds available under its revolving
credit facilities are judged to be sufficient to fully fund the company's
capital program in 2008 and to complete Algar in 2009. A significant part of
the company's capital program is discretionary and may be expanded or
curtailed based on drilling results and the availability of capital. This is
reinforced by the fact that Connacher operates most of its wells and holds a
very high working interest in all its properties, providing the company with
operational and timing controls.
Cash flow and cash flow per share do not have standardized meanings
prescribed by GAAP and therefore may not be comparable to similar measures
used by other companies. Cash flow includes all cash flow from operating
activities and is calculated before changes in non-cash working capital,
pension funding and asset retirement expenditures. The most comparable measure
calculated in accordance with GAAP is net earnings. Cash flow is reconciled
with net earnings on the Consolidated Statement of Cash Flows and below.
Cash flow per share is calculated by dividing cash flow by the calculated
weighted average number of shares outstanding. Management uses this non-GAAP
measurement (which is a common industry parameter) for its own performance
measure and to provide its shareholders and investors with a measurement of
the company's efficiency and its ability to fund future growth expenditures.
The company's only financial instruments are cash, restricted cash,
accounts receivable and payable, amounts due to and from Petrolifera, the
Revolving Credit Facilities, the Convertible Debentures, the Senior Notes, the
natural gas costless collar contract and the cross-currency swap. The company
maintains no off-balance sheet financial instruments.
As the Senior Notes are denominated in US dollars, there is a foreign
exchange risk associated with their repayment using Canadian currency. This
risk is partially mitigated by the cross currency swap which is intended to
hedge one-half of this foreign currency exposure.
Connacher's objectives in managing its cash, debt and equity, its capital
structure and its future capital requirements are to safeguard its ability to
meet its financial obligations, to maintain a flexible capital structure that
allows multiple financing options when a financing need arises and to optimize
its use of short-term and long-term debt and equity at an appropriate level of
risk.
The company manages its capital structure and follows a financial
strategy that considers economic and industry conditions, the risk
characteristics of its underlying assets and its growth opportunities. It
strives to continuously improve its credit rating and reduce its cost of
capital. Connacher monitors its capital using a number of financial ratios and
industry metrics to ensure its objectives are being met and to ensure
continued compliance with its debt covenants.
Connacher's capital structure is composed of:As at As at
September 30, December 31,
2008 2007
-------------------------------------------------------------------------
($000)
-------------------------------------------------------------------------
Long term debt(1) $689,673 $664,462
Shareholders' equity
Share capital, contributed surplus and
equity component 436,062 444,086
Accumulated other comprehensive loss (6,531) (13,636)
Retained earnings 66,978 49,989
-------------------------------------------------------------------------
Total $1,186,182 $1,144,901
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Debt to book capitalization(2) 58% 58%
Debt to market capitalization(3) 52% 44%
-------------------------------------------------------------------------
(1) Long-term debt is stated at its carrying value, which is net of fair
value adjustments, original issue discounts, transaction costs and
the Convertible Debentures' equity component value.
(2) Calculated as long-term debt divided by the book value of
shareholders' equity plus long-term debt.
(3) Calculated as long-term debt divided by the period end market value
of shareholders' equity plus long-term debt.Connacher had a high calculated ratio of debt to capitalization at
September 30, 2008. This is due to pre-funding the full cost of Algar in 2007
through the issuance of US $600 million of Senior Notes, a portion of which
proceeds was used to repay indebtedness incurred previously for Pod One. As at
September 30, 2008, the company's net debt (long-term debt, net of cash on
hand) was $453 million, its net debt to book capitalization was 48 percent and
its net debt to market capitalization was 41 percent.
In the first quarter of 2008, Pod One, the company's first oil sands
facility, commenced commercial operations. It is anticipated that Pod One will
attain its design capacity of 10,000 bbl/d of bitumen production during 2008.
Reconciliation of net earnings to cash flow from operations before
working capital and other changes:Three months Nine months
ended Sept 30 ended Sept 30
-------------------------------------------------------------------------
2008 2007 2008 2007
-------------------------------------------------------------------------
($000s)
-------------------------------------------------------------------------
Net earnings $12,139 $14,589 $16,989 $41,801
Items not involving cash:
Depletion, depreciation
and accretion 14,968 7,682 36,257 22,403
Stock-based compensation 790 1,493 3,487 4,772
Finance charges-non-cash
portion 1,238 810 6,545 1,134
Future employee benefits 117 107 344 359
Future income tax
provision (recovery) 1,233 (362) (557) 4,905
Foreign exchange (gain)
loss 1,439 (13,267) 6,648 (29,455)
Equity interest in
Petrolifera earnings (854) (1,027) (2,244) (6,141)
Dilution (gain) loss 60 - (7,964) (1,896)
-------------------------------------------------------------------------
Cash flow from operations
before working capital
and other changes $31,130 $10,025 $59,505 $37,882
-------------------------------------------------------------------------In the third quarter of 2008 cash flow was $31 million ($0.15 per basic
and $0.14 per diluted share), 211 percent higher than the $10 million reported
($0.05 per basic and diluted share) for the third quarter of 2007. In the
first nine months of 2008, cash flow was $60 million ($0.28 per basic and
$0.27 per diluted share) compared to cash flow of $38 million ($0.19 per basic
and diluted share) reported in the first nine months of 2007, with the
increases due to higher upstream product prices and new bitumen sales offset
by reduced refining margins in 2008 compared to the 2007 periods.
Senior Notes
In December 2007 the company issued US $600 million second lien
eight-year notes ("Senior Notes") at an issue price of 98.657 for net proceeds
of US $575 million after fees and expenses. At the time of issuing the Senior
Notes, Standard & Poor's Rating Services ("S&P") and Moody's Investors Service
rated the Notes as BB and B1, respectively. Notwithstanding the current
financial crisis, S&P has recently upgraded its rating on our Senior Notes to
BB+. A portion of the proceeds of the Senior Notes issue was used to repay the
US $180 million Oil Sands Term Loan, to fully repay drawn amounts and then
cancel the company's conventional oil and gas line of credit and to fund a
one-year interest reserve account in the amount of US $63.6 million. The
remainder of the proceeds were targeted to fund Algar, the company's second
10,000 bbl/d SAGD oil sands project.
To September 30, 2008, the proceeds of the Senior Note financing have
been utilized as follows:As stated at
the time of As actually
financing(1) applied(1)
-------------------------------------------------------------------------
($000s)
-------------------------------------------------------------------------
Gross proceeds $576,380 $591,942
Underwriters commissions and issue costs (13,380) (16,493)
Repayment of Oil Sands Term Loan (186,000) (180,000)
Funding interest reserve account (66,000) (63,600)
Repay the conventional line of credit - (2,500)
-------------------------------------------------------------------------
Net proceeds for the construction of Algar(2) $311,000 $329,349
-------------------------------------------------------------------------
(1) The Canadian dollar equivalent changed between the dates of
announcing and closing the financing due to significant changes in
the CDN/US exchange rates in late 2007.
(2) Net proceeds are available for funding capital expenditures relating
to Algar. As at September 30, 2008, approximately $47 million of cash
had been used to fund the Algar expenditures incurred, another
$35 million of incurred expenditures is included in accounts payable
and a further $45 million of costs (primarily long-lead equipment
items) has been requisitioned.
PROPERTY AND EQUIPMENT ADDITIONS
Property and equipment additions totaled $69.2 million in the third
quarter of 2008 and $265.6 million year to date (third quarter 2007 - $64.0
million and $267.1 million first nine months of 2007). A breakdown of these
additions follows:
Three months ended Nine months ended
September 30 September 30
-------------------------------------------------------------------------
($000) 2008 2007 2008 2007
-------------------------------------------------------------------------
Crude oil, natural gas and
oil sands $62,259 $60,086 $250,691 $257,346
Refinery expenditures 6,916 3,920 14,872 9,764
-------------------------------------------------------------------------
$69,175 $64,006 $265,563 $267,110
-------------------------------------------------------------------------Crude oil, natural gas and oil sands capital costs of $62 million in the
third quarter of 2008 were comprised of preliminary facility expenditures and
costs incurred for certain long-lead equipment items for the Algar project,
truck loading facilities at Pod One, conventional drilling costs and
capitalized G&A and interest costs.
For the 2008 year to date, conventional and oil sands exploration
expenditures totaled $74 million; Algar facility and equipment expenditures
totaled $82 million; conventional natural gas facilities totaled $19 million;
Pod One turnaround costs, a horizontal well re-drill, truck loading facilities
and capitalized pre-operating costs totaled $25 million; and capitalized
interest, G&A, lease acquisitions and other expenditures totaled $51 million.
The capital program added significant additional natural gas production and
significant additions to proved, probable and possible reserves and contingent
and prospective resources, as reported in the company's mid-year reserve
update.
At our refinery, $10 million has been incurred on the ultra low sulphur
diesel conversion project. Total company year to date capital expenditures
were tracking close to our 2008 capital budget.
In 2007, capital costs were primarily focused on the Great Divide Pod One
facility and the upstream drilling program.
Our remaining 2008 capital expenditures will be focused on Algar.
OUTLOOK
The company's business plan anticipates continued growth, with continued
increases in production revenue and cash flow from Pod One and conventional
crude oil and natural gas production, while completing the Algar project. A
more cautious approach has been adopted in response to adverse capital and
commodity market conditions.
Connacher's Board of Directors has approved a $373 million capital
expenditure program for 2009, which is expected to result in considerable
production growth in 2010. Approximately 90 percent of these expenditures will
be dedicated to our oil sands projects: the completion of Algar, Pod One
enhancements, a modest corehole delineation drilling and seismic program and a
co-generation power station. Conventional capital of $15 million will be
directed to drilling seven wells and production optimization, primarily, while
at our refinery in Great Falls, Montana, we plan to spend $26 million on a
scheduled turnaround, certain capital upgrades and for environmental, safety
and other sustaining capital projects.
As noted in a recent press release, Connacher has decided to not proceed
with an expansion of its downstream refining capacity, nor build a sales and
diluent pipeline for Great Divide, has decided to cut back its oil sands
exploration/delineation program originally planned for this winter, but will
focus its attention on the construction of Algar and selected
economically-driven or maintenance-related capital projects. At a time when
refining margins and capital markets improve, the company will re-address the
downstream expansion and oil sands pipeline projects. Until Algar production
comes on-stream, we will remain integrated and we will continue trucking our
oil sands sales into the developing dilbit market in Alberta.
To ensure we have a reliable source of power for oil sands operations at
Algar, we are planning to build a co-generation power (cogen) station at Algar
which will also reduce our natural gas requirement for steam generation and
reduce greenhouse gas emissions. When needed, the facility would be scalable
for future expansion and may provide additional and back-up power for Pod One,
currently supplied from the public grid. Surplus power from the cogen would
also be sold into the public grid. The economics of the $30 million cogen
project are considered favorable. Discussions are currently proceeding to
secure separate funding for this project, which is anticipated to be owned by
a wholly-owned, subsidiary.
The company's first 10,000 bbl/d oil sands project, Pod One, was
completed on schedule in 2007. Fourteen of the fifteen horizontal well pairs
are presently producing approximately 8,000 bbl/d. The fifteenth well was
re-drilled in the third quarter and is currently in the 90 day "steaming
phase". It is anticipated that the targeted bitumen production volume of
10,000 bbl/d will be achieved in 2008.
Construction of the company's second 10,000 bbl/d SAGD Algar oil sands
project has commenced now that we have received the necessary governmental
regulatory approvals. Algar's design is similar to that of Pod One and,
weather permitting, its construction timetable is expected to be comparable at
approximately 300 days after the first pile is driven. Accordingly, production
from Algar is anticipated to commence in early 2010 and to add an additional
10,000 bbl/d to Connacher's growing production base following the ramp up
period. The cost of Algar is budgeted at $345 million (plus a $30 million
contingency), as it incorporated scope changes and will have increased
infrastructure costs relative to Pod One. Available cash, anticipated cash
flow and funds available under the company's five year term Revolving Credit
Facilities are anticipated to be sufficient to fully fund the company's
capital program in 2008 and to complete Algar in 2009.
Additional 10,000 bbl/d SAGD oil sands projects (Pods) are anticipated,
subject to confirmation of definitive additional reserves and resources. The
timing of additional Pods is dependent on a number of factors which are
outside of the control of the company, including the regulatory process.
Information relating to Connacher, including Connacher's Annual
Information Form is on SEDAR at www.sedar.com. See also the company's website
at www.connacheroil.com.
RELATED PARTY TRANSACTIONS
A portion of the company's conventional crude oil and natural gas
exploration and drilling activities completed, and which activities will
continue in the future, was conducted within a joint venture company, an
officer of which is also a director of Connacher. Transactions with the joint
venture occurred within the normal course of business and have been measured
at their exchange amount on normal business terms. The exchange amount is the
amount of consideration established and agreed to by the company and the joint
venture. These capital expenditures incurred to date are not considered
material to the company's overall capital expenditure program.
SIGNIFICANT ACCOUNTING POLICIES AND APPLICATION OF CRITICAL ACCOUNTING
ESTIMATES
The significant accounting policies used by the company are described
below. Certain accounting policies require that management make appropriate
decisions with respect to the formulation of estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Changes in these estimates and assumptions may have a material impact on the
company's financial results and condition. The following discusses such
accounting policies and is included herein to aid the reader in assessing the
critical accounting policies and practices of the company and the likelihood
of materially different results being reported. Management reviews its
estimates and assumptions regularly. The emergence of new information and
changed circumstances may result in changes to estimates and assumptions which
could be material and the company might realize different results from the
application of new accounting standards promulgated, from time to time, by
various regulatory rule-making bodies.
The following assessment of significant accounting polices and critical
accounting estimates is not meant to be exhaustive.
Reserve Estimates
Under Canadian Securities Administrators' "National Instrument
51-101-Standards of Disclosure for Oil and Gas Activities" ("NI 51-101")
proved reserves are those reserves that can be estimated with a high degree of
certainty to be recoverable. In accordance with this definition, the level of
certainty should result in at least a 90 percent probability that the
quantities actually recovered will exceed the estimated reserves. In the case
of probable reserves, which are less certain to be recovered than proved
reserves, NI 51-101 states that it must be equally likely that the actual
remaining quantities recovered will be greater or less than the sum of the
estimated proved plus probable reserves. Possible reserves are those reserves
less certain to be recovered than probable reserves. There is at least a 10
percent probability that the quantities actually recovered will exceed the sum
of proved plus probable plus possible reserves.
The company's oil and gas reserve estimates are made by independent
reservoir engineers using all available geological and reservoir data as well
as historical production data. Estimates are reviewed and revised as
appropriate. Revisions occur as a result of changes in prices, costs, fiscal
regimes, reservoir performance or a change in the company's plans. The reserve
estimates can also be used in determining the company's borrowing base for its
credit facilities and may impact the same upon revision or changes to the
reserve estimates. The effect of changes in reserve estimates on the financial
results and financial position of the company is described below.
Full Cost Accounting for Oil and Gas Activities
The company uses the full cost method of accounting for exploration and
development activities. In accordance with this method of accounting, all
costs associated with exploration and development are capitalized whether
successful or not. The aggregate of net capitalized costs and estimated future
development costs is depleted using the unit-of-production method based on
estimated proved reserves. A change in estimated total proved reserves could
significantly affect the company's calculation of depletion.
Major Development Projects and Unproved Properties
Certain costs related to acquiring and evaluating unproved properties are
excluded from net capitalized costs subject to depletion until proved reserves
have been determined or their value is impaired. Costs associated with major
development projects are not depleted until commencement of commercial
operations. All capitalized costs are reviewed quarterly and any impairment is
transferred to the costs being depleted or, if the properties are located in a
cost centre where there is no reserve base, the impairment is charged directly
to income.
All costs related to the Great Divide oil sands project are being
capitalized to specific projects, or "Pods", pending commencement of
commercial operations from each Pod. Upon commencement of commercial
operations of a Pod, the related capital costs and estimates of future capital
requirements for such Pod will be added to the company's depletable costs and
depleted under the unit-of-production method based on the company's total
proved reserves. Effective March 1, 2008, the company's first oil sands
project, Pod One, was declared commercially operative and its related costs
were added to the company's depletable cost pool.
Ceiling Test
The company is required to review the carrying value of all property,
plant, and equipment, including the carrying value of its conventional and its
commercially operative oil sands properties, for potential impairment.
Impairment is indicated if the carrying value of the long-lived asset or oil
and gas cost centre is not recoverable by the future undiscounted cash flows.
If impairment is indicated, the amount by which the carrying value exceeds the
estimated fair value of the long-lived asset is charged to earnings.
The ceiling test is based on estimates of reserves prepared by qualified
independent evaluators, production rate, crude oil, bitumen and natural gas
prices, future costs and other relevant assumptions. By their nature, reserve
estimates are subject to measurement uncertainty and the impact of ceiling
test calculations on the consolidated financial statements of changes to
reserve estimates could be material.
Asset Retirement Obligations
The company is required to provide for future removal and site
restoration costs by estimating these costs in accordance with existing laws,
contracts or other policies. These estimated costs are charged to earnings and
the appropriate liability account over the expected service life of the asset.
When the future removal and site restoration costs cannot be reasonably
determined, a contingent liability may exist. Contingent liabilities are
charged to earnings only when management is able to determine the amount and
the likelihood of the future obligation. The company estimates future
retirement costs based on current costs as estimated by the company's
engineers, adjusted for inflation and credit risk. These estimates are subject
to measurement uncertainty.
Legal, Environmental Remediation and Other Contingent Matters
In respect of these matters, the company is required to determine whether
a loss is probable, based on judgment and interpretation of laws and
regulations and also to determine if such a loss can be estimated. When any
such loss is determined, it is charged to earnings. Management continually
monitors known and potential contingent matters and makes appropriate
provisions by charges to earnings when warranted by circumstance.
Income Taxes
The company follows the liability method of accounting for income taxes.
Under this method, tax assets are recognized when it is more than likely that
realization will occur. Tax liabilities are recognized for temporary
differences between recorded book values and underlying tax values. Rates used
to determine income tax asset and liability amounts are enacted tax rates
expected to be used in future periods, when the timing differences reverse.
The period in which timing differences reverse is impacted by future income
and capital expenditures. Rates are also affected by legislative changes.
These components can impact the charge for future income taxes.
Stock-Based Compensation
The company uses the fair value method to account for stock options. The
determination of the amounts for stock-based compensation are based on
estimates of stock volatility, interest rates and the term of the option. By
their nature, these estimates are subject to measurement uncertainty.
NEW SIGNIFICANT ACCOUNTING POLICIES
As of January 1, 2008, the company adopted new CICA Handbook, Section
3862, "Financial Instruments - Disclosures" and Section 3863, "Financial
Instruments - Presentation" which replaced former Section 3861. The new
standards require disclosure of the significance of financial instruments to
an entity's financial statements, the risks associated with the financial
instruments and how those risks are managed.
As of January 1, 2008, the company also adopted new CICA Handbook Section
1535, "Capital Disclosures" which requires entities to disclose their
objectives, policies and processes for managing capital and, in addition,
whether the entity has complied with any externally imposed capital
requirements.
In February 2008, the CICA issued Section 3064, "Goodwill and Intangible
Assets", replacing Section 3062, "Goodwill and Other Intangible Assets" and
Section 3450, "Research and Development Costs." The new Sections will be
applicable to financial statements relating to fiscal years beginning on or
after October 1, 2008. Accordingly, the company will adopt the new standards
for its fiscal year beginning January 1, 2009. Section 3064 establishes
standards for the recognition, measurement, presentation and disclosure of
goodwill subsequent to its initial recognition and of intangible assets by
profit-oriented enterprises. Standards concerning goodwill are unchanged from
the standards included in the previous Section 3062, and therefore are not
anticipated to have a significant impact on the company's financial
statements.
INTERNATIONAL FINANCIAL REPORTING STANDARDS
In January 2006, the Canadian Accounting Standards Board adopted a
strategic plan for the direction of accounting standards in Canada. As part of
the plan, Canadian GAAP for public companies will converge with International
Financial Reporting Standards ("IFRS") over the next few years. The company is
currently assessing the impact of the convergence of Canadian GAAP with IFRS
on its financial statements and expects to begin work on the conversion
process later in 2008.
RISK FACTORS AND RISK MANAGEMENT
Connacher is exposed to risks and uncertainties inherent in the oil and
gas exploration, development, production and refining industry. Some of the
more significant risks affecting Connacher's operating and financial results
in 2008 related to volatile commodity prices, and a fluctuating exchange rate
with the US dollar. The average WTI selling price increased by approximately
70 percent to $113.00/bbl in 2008. Additionally, the heavy oil : light oil
pricing differential narrowed. These two factors were the main reasons that
refining margins shrank from 20 percent in 2007 to one percent in 2008.
However, these two factors had a positive impact on pricing the company's 2008
bitumen and crude oil revenues, reflecting the benefit of the company's
integrated business model.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures have been designed to ensure that
information required to be disclosed by the company is accumulated, recorded,
processed, summarized and reported to the company's management as appropriate
to allow timely decisions regarding required disclosure. The company's Chief
Executive Officer and Chief Financial Officer have concluded, based on their
evaluation as of the end of the period covered by this MD&A, that the
company's disclosure controls and procedures as of the end of such period are
effective to provide reasonable assurance that material information related to
the company, including its consolidated subsidiaries, is communicated to them
as appropriate to allow timely decisions regarding required disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the company is responsible for designing adequate internal
controls over the company's financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with Canadian
GAAP. There have been no changes in the company's systems of internal control
over financial reporting that would materially affect, or is reasonably likely
to materially affect, the company's internal controls over financial
reporting.
It should be noted that while the company's Chief Executive Officer and
Chief Financial Officer believe that the company's disclosure controls and
procedures provide a reasonable level of assurance that they are effective and
that the internal controls over financial reporting are adequately designed,
they do not expect that the financial disclosure controls and procedures or
internal control over financial reporting will prevent all errors and fraud. A
control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. In reaching a reasonable level of assurance, management necessarily
is required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.QUARTERLY RESULTS
Fluctuations in results over the previous eight quarters are due
principally to variations in oil and gas prices and production/ sales volumes.
-------------------------------------------------------------------------
2006 2007
-------------------------------------------------------------------------
Three Months Ended Dec 31 Mar 31 Jun 30 Sep 30 Dec 31
-------------------------------------------------------------------------
Revenues, net of royalties 76,700 65,923 93,266 101,991 83,340
-------------------------------------------------------------------------
Cash flow(1) 14,015 10,980 16,876 10,025 7,084
-------------------------------------------------------------------------
Basic, per share(1) 0.08 0.06 0.09 0.05 0.03
-------------------------------------------------------------------------
Diluted, per share(1) 0.07 0.05 0.08 0.05 0.03
-------------------------------------------------------------------------
Net earnings (loss) 3,267 4,984 22,228 14,589 (840)
-------------------------------------------------------------------------
Basic and diluted per share 0.02 0.03 0.11 0.07 (0.00)
-------------------------------------------------------------------------
Property and equipment
additions 74,960 109,881 93,223 64,006 55,852
-------------------------------------------------------------------------
Cash on hand 142,391 66,209 25,375 754 392,271
-------------------------------------------------------------------------
Working capital surplus
(deficiency) 118,626 24,027 36,320 (19,853) 389,789
-------------------------------------------------------------------------
Debt 229,254 207,828 272,559 260,606 664,462
-------------------------------------------------------------------------
Shareholders' equity 385,398 384,593 417,793 428,764 480,439
-------------------------------------------------------------------------
Operating Highlights
-------------------------------------------------------------------------
Upstream: Daily production/
sales
-------------------------------------------------------------------------
Natural gas - mcf/d 11,291 9,665 9,017 9,413 8,889
-------------------------------------------------------------------------
Bitumen - bbl/d(2) - - - - -
-------------------------------------------------------------------------
Crude oil - bbl/d 1,139 905 731 781 752
-------------------------------------------------------------------------
Equivalent - boe/d(3) 3,021 2,515 2,234 2,350 2,233
-------------------------------------------------------------------------
Product pricing
-------------------------------------------------------------------------
Crude oil - $/bbl 46.65 49.09 49.79 55.98 56.79
-------------------------------------------------------------------------
Bitumen - $/bbl(2) - - - - -
-------------------------------------------------------------------------
Natural gas - $/mcf 6.57 7.76 7.02 4.70 5.82
-------------------------------------------------------------------------
Selected Highlights -
$/boe(3)
-------------------------------------------------------------------------
Weighted average sales
price 42.15 47.48 44.63 37.43 42.29
-------------------------------------------------------------------------
Royalties 9.00 11.22 3.23 6.32 6.34
-------------------------------------------------------------------------
Operating costs 9.27 8.54 13.08 9.00 13.77
-------------------------------------------------------------------------
Netback(4) 23.88 27.72 28.32 22.11 22.18
-------------------------------------------------------------------------
Downstream: Refining
-------------------------------------------------------------------------
Crude charged - bbl/d 9,642 9,621 9,248 9,400 9,610
-------------------------------------------------------------------------
Refining utilization - % 102 101 97 100 101
-------------------------------------------------------------------------
Margins - % 15 19 21 15 6
-------------------------------------------------------------------------
COMMON SHARE INFORMATION
-------------------------------------------------------------------------
Shares outstanding at end
of period (000) 197,894 198,218 198,834 199,447 209,971
-------------------------------------------------------------------------
Weighted average shares
outstanding for the period
-------------------------------------------------------------------------
Basic (000) 193,884 198,119 198,360 198,539 204,701
-------------------------------------------------------------------------
Diluted (000) 204,028 200,008 209,088 210,580 220,362
-------------------------------------------------------------------------
Volume traded during
quarter (000) 46,444 55,292 61,162 70,939 52,198
-------------------------------------------------------------------------
Common share price ($)
-------------------------------------------------------------------------
High 4.43 4.13 4.43 4.40 4.08
-------------------------------------------------------------------------
Low 3.17 3.07 3.07 3.20 3.31
-------------------------------------------------------------------------
Close (end of period) 3.49 3.86 3.69 4.01 3.79
-------------------------------------------------------------------------
-------------------------------------------------------
2008
-------------------------------------------------------
Three Months Ended Mar 31 Jun 30 Sept 30
-------------------------------------------------------
Revenues, net of royalties 100,656 202,016 224,558
-------------------------------------------------------
Cash flow(1) 7,825 20,550 31,130
-------------------------------------------------------
Basic, per share(1) 0.04 0.10 0.15
-------------------------------------------------------
Diluted, per share(1) 0.03 0.10 0.14
-------------------------------------------------------
Net earnings (loss) (1,833) 6,683 12,139
-------------------------------------------------------
Basic and diluted per share (0.01) 0.03 0.06
-------------------------------------------------------
Property and equipment
additions 115,984 80,403 69,175
-------------------------------------------------------
Cash on hand 323,423 232,704 236,375
-------------------------------------------------------
Working capital surplus
(deficiency) 287,105 234,110 200,177
-------------------------------------------------------
Debt 671,014 684,705 689,673
-------------------------------------------------------
Shareholders' equity 471,559 479,477 496,509
-------------------------------------------------------
Operating Highlights
-------------------------------------------------------
Upstream: Daily production/
sales
-------------------------------------------------------
Natural gas - mcf/d 10,493 14,220 13,188
-------------------------------------------------------
Bitumen - bbl/d(2) 1,773 6,123 6,810
-------------------------------------------------------
Crude oil - bbl/d 996 981 957
-------------------------------------------------------
Equivalent - boe/d(3) 4,518 9,474 9,966
-------------------------------------------------------
Product pricing
-------------------------------------------------------
Crude oil - $/bbl 79.50 105.28 103.60
-------------------------------------------------------
Bitumen - $/bbl(2) 53.01 60.80 65.34
-------------------------------------------------------
Natural gas - $/mcf 6.94 8.77 8.92
-------------------------------------------------------
Selected Highlights -
$/boe(3)
-------------------------------------------------------
Weighted average sales
price 54.46 63.37 66.41
-------------------------------------------------------
Royalties 7.45 6.21 4.65
-------------------------------------------------------
Operating costs 14.32 22.78 20.41
-------------------------------------------------------
Netback(4) 32.69 34.38 41.35
-------------------------------------------------------
Downstream: Refining
-------------------------------------------------------
Crude charged - bbl/d 9,830 9,329 9,239
-------------------------------------------------------
Refining utilization - % 104 98 97
-------------------------------------------------------
Margins - % 1 (0.1) 2
-------------------------------------------------------
COMMON SHARE INFORMATION
-------------------------------------------------------
Shares outstanding at end
of period (000) 210,277 211,027 211,182
-------------------------------------------------------
Weighted average shares
outstanding for the period
-------------------------------------------------------
Basic (000) 210,234 210,658 211,093
-------------------------------------------------------
Diluted (000) 231,510 214,530 213,174
-------------------------------------------------------
Volume traded during
quarter (000) 63,718 107,001 112,401
-------------------------------------------------------
Common share price ($)
-------------------------------------------------------
High 3.94 5.26 4.65
-------------------------------------------------------
Low 2.59 3.10 2.63
-------------------------------------------------------
Close (end of period) 3.13 4.30 2.75
-------------------------------------------------------
(1) Cash flow and cash flow per share do not have standardized meanings
prescribed by Canadian generally accepted accounting principles
("GAAP") and therefore may not be comparable to similar measures used
by other companies. Cash flow is calculated before changes in non-
cash working capital, pension funding and asset retirement
expenditures. The most comparable measure calculated in accordance
with GAAP would be net earnings. Cash flow is reconciled with net
earnings on the Consolidated Statement of Cash Flows and in the
accompanying Management Discussion & Analysis. Management uses these
non-GAAP measurements for its own performance measures and to provide
its shareholders and investors with a measurement of the company's
efficiency and its ability to internally fund future growth
expenditures.
(2) The recognition of bitumen sales from Great Divide Pod One commenced
March 1, 2008, when it was declared "commercial". Prior thereto, all
operating costs, net of revenues, were capitalized.
(3) All references to barrels of oil equivalent (boe) are calculated on
the basis of 6 mcf : 1 bbl. Boes may be misleading, particularly if
used in isolation. This conversion is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not
represent a value equivalency at the wellhead.
(4) Netback is a non-GAAP measure used by management as a measure of
operating efficiency and profitability. It is calculated as crude
oil, bitumen and natural gas revenue less royalties and operating
costs. Netbacks are reconciled to net earnings in the accompanying
MD&A.
Connacher Oil and Gas Limited
CONSOLIDATED BALANCE SHEETS
(Unaudited)
-------------------------------------------------------------------------
September 30, December 31,
($000) 2008 2007
-------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $202,371 $329,110
Restricted cash (Note 9(c)) 34,004 63,161
Accounts receivable 43,029 25,084
Inventories (Note 5) 25,930 18,379
Prepaid expenses 2,855 2,520
Due from Petrolifera 20 -
-------------------------------------------------------------------------
Income taxes recoverable - 4,279
308,209 442,533
Property and equipment 908,340 671,422
Goodwill 103,676 103,676
Investment in Petrolifera 45,819 35,610
Deferred costs 3,489 5,587
-------------------------------------------------------------------------
$1,369,533 $1,258,828
-------------------------------------------------------------------------
-------------------------------------------------------------------------
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $107,953 $52,744
Income taxes payable 79 -
-------------------------------------------------------------------------
108,032 52,744
Long term debt (Note 4(e)) 689,673 664,462
Future income taxes 49,846 36,818
Asset retirement obligations (Note 6) 25,114 24,365
Employee future benefits 359 -
-------------------------------------------------------------------------
873,024 778,389
-------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Share capital, contributed surplus and
equity component (Note 7) 436,062 444,086
Retained earnings 66,978 49,989
Accumulated other comprehensive loss (6,531) (13,636)
-------------------------------------------------------------------------
496,509 480,439
-------------------------------------------------------------------------
$1,369,533 $1,258,828
-------------------------------------------------------------------------
Connacher Oil and Gas Limited
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Unaudited)
-------------------------------------------------------------------------
Three months Nine months
ended Sept 30 ended Sept 30
-------------------------------------------------------------------------
($000, except per share
amounts) 2008 2007 2008 2007
-------------------------------------------------------------------------
REVENUES
Upstream, net of royalties $96,291 $6,726 $207,700 $23,346
Downstream 127,726 95,093 317,445 237,317
Interest and other income 541 172 2,085 517
-------------------------------------------------------------------------
224,558 101,991 527,230 261,180
-------------------------------------------------------------------------
EXPENSES
Upstream - diluent
purchases and operating
costs 52,125 1,946 117,026 6,538
Upstream transportation
costs 6,256 - 9,684 -
Downstream - crude oil
purchases and operating
costs (Note 5) 125,455 81,107 314,774 194,210
General and administrative 2,774 1,584 8,751 6,832
Stock-based compensation
(Note 7(a)) 790 1,383 3,487 4,437
Finance charges 7,786 2,545 22,515 4,255
Foreign exchange loss
(gain) 1,439 (13,267) 6,648 (29,455)
Depletion, depreciation
and accretion 14,968 7,682 36,257 22,403
-------------------------------------------------------------------------
211,593 82,980 519,142 209,220
-------------------------------------------------------------------------
Earnings before income
taxes and other items 12,965 19,011 8,088 51,960
Current income tax
provision 387 5,811 1,864 13,291
Future income tax provision
(recovery) 1,233 (362) (557) 4,905
-------------------------------------------------------------------------
1,620 5,449 1,307 18,196
-------------------------------------------------------------------------
Earnings before other items 11,345 13,562 6,781 33,764
Equity interest in
Petrolifera earnings 854 1,027 2,244 6,141
Dilution gain (loss)
(Note 9(e)) (60) - 7,964 1,896
-------------------------------------------------------------------------
NET EARNINGS 12,139 14,589 16,989 41,801
RETAINED EARNINGS,
BEGINNING OF PERIOD 54,839 36,240 49,989 9,028
-------------------------------------------------------------------------
RETAINED EARNINGS, END OF
PERIOD $66,978 $50,829 $66,978 $50,829
-------------------------------------------------------------------------
EARNINGS PER SHARE
(Note 9 (a))
Basic $0.06 $0.07 $0.08 $0.21
Diluted $0.06 $0.07 $0.08 $0.21
Connacher Oil and Gas Limited
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three months Nine months
ended Sept 30 ended Sept 30
-------------------------------------------------------------------------
($000) 2008 2007 2008 2007
-------------------------------------------------------------------------
Net earnings $12,139 $14,589 $16,989 $41,801
Foreign currency
translation adjustment 4,025 (6,305) 7,105 (13,852)
-------------------------------------------------------------------------
Comprehensive income $16,164 $8,284 $24,094 $27,949
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Connacher Oil and Gas Limited
CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three months Nine months
ended Sept 30 ended Sept 30
-------------------------------------------------------------------------
($000) 2008 2007 2008 2007
-------------------------------------------------------------------------
Balance, beginning of
period $(10,556) $(7,677) $(13,636) $(130)
Foreign currency
translation adjustment 4,025 (6,305) 7,105 (13,852)
-------------------------------------------------------------------------
Balance, end of period $(6,531) $(13,982) $(6,531) $(13,982)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Connacher Oil and Gas Limited
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
-------------------------------------------------------------------------
Three months Nine months
ended Sept 30 ended Sept 30
($000) 2008 2007 2008 2007
Cash provided by (used in)
the following activities:
OPERATING
Net earnings $12,139 $14,589 $16,989 $41,801
Items not involving cash:
Depletion, depreciation
and accretion 14,968 7,682 36,257 22,403
Stock-based compensation 790 1,493 3,487 4,772
Finance charges - non
cash portion 1,238 810 6,545 1,134
Employee future benefits 117 107 344 359
Future income tax
provision (recovery) 1,233 (362) (557) 4,905
Foreign exchange loss
(gain) 1,439 (13,267) 6,648 (29,455)
Equity interest in
Petrolifera earnings (854) (1,027) (2,244) (6,141)
Dilution loss (gain)
(Note 9(e)) 60 - (7,964) (1,896)
-------------------------------------------------------------------------
Cash flow from operations
before working capital
and other changes 31,130 10,025 59,505 37,882
Asset retirement
expenditures (3) (170) (209) (170)
Pension funding - (781) - (781)
Changes in non-cash
working capital
(Note 9(b)) (114) 30,885 8,793 (5,256)
-------------------------------------------------------------------------
31,013 39,959 68,089 31,675
-------------------------------------------------------------------------
FINANCING
Issue of common shares,
net of share issue costs
(Note 7) 69 837 761 1,355
Amounts drawn on banking
lines of credit - 49,255 - 118,456
Amounts re-paid on banking
lines of credit - (29,560) - (111,556)
Issuance of convertible
debentures, net of issue
costs - (56) - 96,010
Deferred financing costs - - (77) -
-------------------------------------------------------------------------
69 20,476 684 104,265
-------------------------------------------------------------------------
INVESTING
Acquisition and development
of oil & gas and refining
properties (68,517) (63,423) (255,711) (260,121)
(Increase) decrease in
restricted cash balances (1,616) 4,485 29,157 122,788
Exercise of Petrolifera
warrants - - - (5,143)
Change in non-cash working
capital (Note 9(b)) 37,708 (19,472) 24,859 (4,928)
-------------------------------------------------------------------------
(32,425) (78,410) (201,695) (147,404)
-------------------------------------------------------------------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS BALANCES (1,343) (17,975) (132,922) (11,464)
Impact of foreign exchange
on foreign currency
denominated cash balances 3,398 (2,160) 6,183 (7,385)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 200,316 20,889 329,110 19,603
-------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $202,371 $754 $202,371 $754
-------------------------------------------------------------------------
Supplementary information - Note 9
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Connacher Oil and Gas Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period ended September 30, 2008 (Unaudited)
1. FINANCIAL STATEMENT PRESENTATION
The Consolidated Financial Statements include the accounts of Connacher
Oil and Gas Limited and its subsidiaries (collectively "Connacher" or the
"company") and are presented in accordance with Canadian generally
accepted accounting principles ("GAAP"). Operating in Canada, and in the
U.S. through its subsidiary, Montana Refining Company, Inc. ("MRCI"), the
company is in the business of exploring, developing, producing, refining
and marketing crude oil, bitumen and natural gas.
2. SIGNIFICANT ACCOUNTING POLICIES
The interim Consolidated Financial Statements have been prepared
following the same accounting policies and methods of computation as
indicated in the annual audited Consolidated Financial Statements for the
year ended December 31, 2007, except as described in Note 3. The
disclosures provided below do not conform in all respects to those
included with the annual audited Consolidated Financial Statements. The
interim Consolidated Financial Statements should be read in conjunction
with the annual audited Consolidated Financial Statements and the notes
thereto for the year ended December 31, 2007.
3. NEW ACCOUNTING STANDARDS
Effective January 1, 2008, the company adopted new Canadian Institute of
Chartered Accountants ("CICA") Handbook, Section 3862, "Financial
Instruments - Disclosures" and Section 3863, "Financial Instruments -
Presentation" which replaced former Section 3861. The new standards
require disclosure of the significance of financial instruments to an
entity's financial statements, the risks associated with the financial
instruments and how those risks are managed.
As of January 1, 2008, the company also adopted new CICA Handbook Section
1535, "Capital Disclosures" which requires entities to disclose their
objectives, policies and processes for managing capital and, in addition,
whether the entity has complied with any externally imposed capital
requirements.
In February 2008, the CICA issued Section 3064, "Goodwill and Intangible
Assets," replacing Section 3062, "Goodwill and Other Intangible Assets"
and Section 3450, "Research and Development Costs," applicable to
financial statements relating to fiscal years beginning on or after
October 1, 2008. The company will adopt the new standards for its fiscal
year beginning January 1, 2009. Section 3064 establishes standards for
the recognition, measurement, presentation and disclosure of goodwill
subsequent to its initial recognition and of intangible assets by profit-
oriented enterprises. Standards concerning goodwill are unchanged from
the standards included in the previous Section 3062, and therefore are
not anticipated to have a significant impact on the company's financial
statements.
Over the next two years the CICA will adopt its new strategic plan for
the direction of accounting standards in Canada, which was ratified in
January 2006. As part of the plan, Canadian GAAP for public companies
will converge with International Financial Reporting Standards ("IFRS"),
with an effective date of January 1, 2011. The company continues to
monitor and assess the impact of the convergence of Canadian GAAP and
IFRS.
4. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT
The company is exposed to financial risks on a range of financial
instruments including its cash, accounts receivable and payable, amounts
due from/to Petrolifera, its Revolving Credit Facilities, the Convertible
Debentures, the Senior Notes, the cross currency swap and a natural gas
costless collar. The company is also exposed to risks in the way it
finances its capital requirements. The company manages these financial
and capital structure risks by operating in a manner that minimizes its
exposures to volatility of the company's financial performance. These
risks affecting the company are discussed below.
(a) Credit risk
Credit risk is the risk that a contracting entity will not fulfill its
obligations under a financial instrument and cause a financial loss to
the company. To help manage this risk, the company has a policy for
establishing credit limits, requiring collateral before extending credit
to customers where appropriate and monitoring outstanding accounts
receivable. The company's financial assets subject to credit risk arise
from the sale of crude oil, bitumen, natural gas and refined products to
a number of large integrated oil companies and product retailers and are
subject to normal industry credit risks. The fair value of accounts
receivable and accounts payable are represented by their carrying values
due to the relatively short periods to maturity of these instruments. The
maximum exposure to credit risk is represented by the carrying amount on
the consolidated balance sheet. The company regularly assesses its
financial assets for impairment losses. There are no material financial
assets that the company considers past due or any allowances for
uncollectible accounts.
The majority of the company's upstream revenues are composed of bitumen
sales. For the nine months ended September 30, 2008, substantially all of
the company's sales were made to three customers.
(b) Market risk
Market risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices.
The company is exposed to market risk as a result of potential changes in
the market prices of its crude oil, bitumen, natural gas and refined
product sales volumes.
A portion of this risk is mitigated by Connacher's integrated business
model. The cost of purchasing natural gas for use in its oil sands and
refinery operations is offset by the company's monthly conventional
natural gas sales; and the selling price of the company's dilbit sales
largely equates to the purchase price of heavy crude oil required for
processing at its refinery. Petroleum commodity futures contracts, price
swaps and collars may be utilized to reduce exposure to price
fluctuations associated with the sales of additional natural gas and
crude oil sales volumes and for the sale of refined products.
As part of the company's risk management strategy, a natural gas costless
collar contract was put in place effective for the period April 1 to
October 31, 2008. The collar had a floor price of US $7.50/mmbtu and a
ceiling price of US $10.05/mmbtu on a notional volume of 5,000 mmbtu per
day of natural gas sales. The intent of this natural gas pricing collar
was not to speculate on future natural gas prices, but rather to protect
the downside risk to the company's cash flow and the lending value of its
assets on a portion of natural gas sales volumes notionally in excess of
those required for consumption at Pod One. The risk in implementing the
collar was that future natural gas prices could escalate beyond the
ceiling price, limiting the company's natural gas revenue. As at
September 30, 2008 the carrying value and fair value of this contract was
nil. For three months ended September 30, 2008, reported Upstream
Revenues increased by $1.6 million (approximately $1.32 per mcf) as a
result of carrying this contract; for the year-to-date they decreased by
$831,000 (approximately $0.24 per mcf).
(c) Interest rate risk
Interest rate risk refers to the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes in
market interest rates. The company's Senior Notes and Convertible
Debentures have fixed interest rate obligations and, therefore, are not
subject to changes in variable interest rates. However, the fair values
of the company's interest rate swaps are influenced by changes in
interest rates. A 25 basis point change in interest rates would have
resulted in approximately a $100,000 reduction in the fair value of the
company's interest rate swaps for the three months ended September 30,
2008 and would have increased the fair value by $5.9 million for the nine
months ended September 30, 2008.
(d) Currency risk
Currency risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign
exchange rates.
As Connacher incurs the majority of its expenditures in Canadian dollars,
its exposure to fluctuations in the US/Canadian dollar exchange rate
primarily relates to pricing of its sales of crude oil and bitumen (which
are generally priced by reference to US dollars but settled in Canadian
dollars) and on the translation of its US refining operating results and
its US dollar denominated Senior Notes to Canadian dollars for financial
statement reporting purposes.
In order to mitigate half of the foreign exchange exposure on the Senior
Notes, the company entered into cross currency and interest rate swaps to
fix one half of the Senior Notes' principal and interest payments in
Canadian dollars. The swaps provide for a fixed payment of
C$304.8 million in exchange for receipt of US $300 million on December
15, 2015. The swaps also provide for semi-annual interest payments
commencing June 15, 2009 until December 15, 2015 at a fixed rate of
10.795 percent based on a notional C$304.8 million of debt in exchange
for receipt of semi-annual interest payments until December 15, 2015 at a
fixed rate of 10.25 percent based on a notional US $300 million of debt.
Relative to the company's crude oil and bitumen revenue receivables,
Senior Notes and currency swap, a $0.01 change in the Canadian dollar
exchange rate would have resulted in a $400,000 change in net earnings
for the three months ended September 30, 2008 and a $1 million change in
net earnings for the first nine months of 2008.
(e) Liquidity risk
Liquidity risk is the risk that the company will not have sufficient
funds to repay its debts and fulfill its financial obligations.
To manage this risk, the company follows a conservative financing
philosophy, pre-funds major development projects, monitors expenditures
against pre-approved budgets to control costs, regularly monitors its
operating cash flow, working capital and bank balances against its
business plan, maintains accessible long-term revolving banking lines of
credit and maintains prudent insurance programs to minimize exposure to
insurable losses.
Additionally, the long term nature of the company's debt repayment
obligations is aligned to the long term nature of its assets. The
Convertible Debentures do not mature until June 30, 2012, unless
converted to common shares earlier, and principal repayments are not
required on the Senior Notes until their maturity date of December 15,
2015. This affords Connacher the opportunity to deploy its conventional,
oil sands, and refinery cash flow to fund the development of further
expansion projects over the next few years without having to make
principal payments or raise new capital unless expenditures exceed cash
flow and credit capacity.
The Revolving Credit Facilities (C $150 million and US $50 million)
provide liquidity as the company has the ability to draw on them when,
and if, necessary anytime over their remaining four year term expiring in
December 2012. As at September 30, 2008 they secure approximately
$13 million of issued letters of credit.
Substantially, all of the company's assets (except its investment in
Petrolifera) secure the Revolving Credit Facilities and Senior Notes.
The company is subject to financial covenants with respect to its
Revolving Credit Facilities. The financial covenants applicable to the
third quarter of 2008 are:
- Consolidated Total Debt to Total Capitalization ratio shall not
exceed 65% at the end of the fiscal quarter. Consolidated Total Debt
includes all debt of the company except for the Convertible
Debentures. Total Capitalization is the sum of Consolidated Total
Debt, the principal amount of the Convertible Debentures and the book
value of Shareholders' Equity.
- Consolidated Senior Debt to EBITDA ratio shall not exceed 3.5:1 at
the end of any fiscal quarter, as determined on a rolling four fiscal
quarter basis. Consolidated Senior Debt includes all borrowings under
the Revolving Credit Facilities. EBITDA is equal to Net Earnings plus
finance charges, taxes, depletion, depreciation, accretion, stock
based compensation expense and earnings of Petrolifera accounted for
on an equity basis, with further adjustment made for extraordinary
gains or losses and other non cash items added or deducted in
determining Net Earnings.
The company is in compliance with all of its financial covenants at
September 30, 2008.
The change in carrying value of long-term debt at September 30, 2008
($690 million) from December 31, 2007 ($664 million) is primarily due to
the change in the Canadian: US exchange rate in converting the US dollar-
denominated Senior Notes to Canadian dollars and accretion of the debt
discount of approximately $4.1 million.
At September 30, 2008 the fair values of the Convertible Debentures and
Senior Notes were $91 million and $620 million, respectively, based on
their quoted market prices. The fair value of the cross-currency and
interest rate swaps was an asset of $8.2 million, based on the present
value of their future cash flows. The $8.2 million asset is reported with
long-term debt on the Consolidated Balance Sheet.
The company's term debt is repayable as follows:
- Convertible Debentures - June 30, 2012 in the amount of $100 million
unless converted into common shares prior thereto; and
- Senior Notes - December 15, 2015 in the amount of US$600 million.
Connacher's investment in Petrolifera also provides liquidity. Trading on
the TSX, Connacher's 13.1 million shares held in Petrolifera may be sold
as they have not been collateralized. Although it is not Connacher's
intention to sell these shares in the foreseeable future, the
shareholding provides Connacher an additional margin of financial safety.
(f) Capital risks
Connacher's objectives in managing its cash, debt and equity, its capital
structure and its future capital requirements are to safeguard its
ability to meet its financial obligations, to maintain a flexible capital
structure that allows multiple financing options when a financing need
arises and to optimize its use of short-term and long-term debt and
equity at an appropriate level of risk.
The company manages its capital structure and follows a financial
strategy that considers economic and industry conditions, the risk
characteristics of its underlying assets and its growth opportunities. It
strives to continuously improve its credit rating and reduce its cost of
capital. Connacher monitors its capital using a number of financial
ratios and industry metrics to ensure its objectives are being met and to
ensure continued compliance with its debt covenants.
Connacher's current capital structure and certain financial ratios are
noted below.
As at As at
September December
30, 2008 31, 2007
-------------------------------------------------------------------------
($000)
-------------------------------------------------------------------------
Long term debt(1) $689,673 $664,462
Shareholders' equity
Share capital, contributed surplus and
equity component 436,062 444,086
Accumulated other comprehensive loss (6,531) (13,636)
Retained earnings 66,978 49,989
-------------------------------------------------------------------------
Total $1,186,182 $1,144,901
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Debt to book capitalization(2) 58% 58%
Debt to market capitalization(3) 52% 44%
-------------------------------------------------------------------------
(1) Long-term debt is stated at its carrying value, which is net of fair
value adjustments, original issue discounts, transaction costs and
the Convertible Debentures' equity component value.
(2) Calculated as long-term debt divided by the book value of
shareholders' equity plus long-term debt.
(3) Calculated as long-term debt divided by the period end market value
of shareholders' equity plus long-term debt.
Connacher currently has a high ratio of debt to capitalization and its
debt service costs are high relative to cash flow. This is due to pre-
funding of the full cost of Algar, the company's second oil sands
project, in 2007, by issuing US$600 million of Senior Notes, a portion of
which was used to repay indebtedness previously incurred for Pod One. As
at September 30, 2008, the company's net debt (long-term debt, net of
cash on hand) was $453 million, its net debt to book capitalization was
48 percent and its net debt to market capitalization was 41 percent.
5. INVENTORIES
-------------------------------------------------------------------------
September December
($000) 30, 2008 31, 2007
-------------------------------------------------------------------------
Crude oil $4,915 $2,258
Other raw materials and unfinished products(1) 2,695 1,501
Refined products(2) 12,786 11,183
Process chemicals(3) 2,194 1,036
Repairs and maintenance supplies and other(4) 3,340 2,401
-------------------------------------------------------------------------
$25,930 $18,379
-------------------------------------------------------------------------
(1) Other raw materials and unfinished products include feedstocks and
blendstocks, other than crude oil. The inventory carrying value
includes the costs of the raw materials and transportation.
(2) Refined products include gasoline, jet fuels, diesels, asphalts,
liquid petroleum gases and residual fuels. The inventory carrying
value includes the cost of raw materials, transportation and direct
production costs.
(3) Process chemicals include catalysts, additives and other chemicals.
The inventory carrying value includes the cost of the purchased
chemicals and related freight.
(4) Repair and maintenance supplies in crude refining and oil sands
supplies.
In accordance with the company's accounting policies, inventories are
valued at the lower of cost and net realizable value. At each of December
31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008 net
realizable value was used to value asphalt inventories. At September 30,
2008, the net realizable value of asphalt inventories was lower than cost
by $900,000 (At December 31, 2007 -its net realizable value was lower
than cost by $2.5 million). The net realizable value of asphalt at
September 30, 2008 was higher than it was at December 31, 2007 due to
seasonal influences on asphalt selling prices.
Included in downstream crude oil purchases and operating costs for the
nine months ended September 30, 2008 was approximately $291 million of
inventory costs (nine months ended September 30, 2007 - $173 million;
three months ended September 30, 2008 - $117 million; three months ended
September 30, 2007 - $74 million).
6. ASSET RETIREMENT OBLIGATION
The following table reconciles the beginning and ending aggregate
carrying amount of the obligation associated with the company's
retirement of its oil sands and conventional petroleum and natural gas
properties and facilities.
-------------------------------------------------------------------------
Nine months
ended Year ended
September December
($000) 30, 2008 31, 2007
-------------------------------------------------------------------------
Asset retirement obligations, beginning of period $24,365 $7,322
Liabilities incurred 638 8,277
Liabilities settled (209) (311)
Change in estimated future cash flows (960) 7,503
Accretion expense 1,280 1,574
-------------------------------------------------------------------------
Asset retirement obligations, end of period $25,114 $24,365
-------------------------------------------------------------------------
Liabilities incurred in 2008 have been estimated using a discount rate of
10 percent reflecting the company's credit-adjusted risk free interest
rate given its current capital structure and an inflation rate of two
percent. The company has not recorded an asset retirement obligation for
the Montana refinery as it is currently the company's intent to maintain
and upgrade the refinery so that it will be operational for the
foreseeable future. Consequently, it is not possible at the present time
to estimate a date or range of dates for settlement of any asset
retirement obligation related to the refinery.
7. SHARE CAPITAL AND CONTRIBUTED SURPLUS
Authorized
The authorized share capital comprises the following:
- Unlimited number of common voting shares
- Unlimited number of first preferred shares
- Unlimited number of second preferred shares
Issued
Only common shares have been issued by the company.
Number of Amount
Shares ($000)
-------------------------------------------------------------------------
Balance, Share Capital, December 31, 2007 209,971,257 $406,881
Issued upon exercise of options in 2008 (a) 1,101,583 893
Issued to directors under share award plan (b) 108,975 381
Assigned value of options exercised in 2008 250
Share issue costs, net of income taxes (132)
Tax effect of expenditures renounced pursuant
to the issuance of flow through common shares
in 2007 (c) (13,250)
-------------------------------------------------------------------------
Balance, Share Capital, September 30, 2008 211,181,815 395,023
-------------------------------------------------------------------------
Balance, Contributed Surplus, December 31, 2007 $20,382
Stock based compensation for share options
expensed in 2008 4,084
Assigned value of options exercised in 2008 (250)
-------------------------------------------------------------------------
Balance, Contributed Surplus, September 30, 2008 24,216
-------------------------------------------------------------------------
Equity component of Convertible Debentures,
December 31, 2007 and September 30, 2008
Total Share Capital, Contributed Surplus and
Equity Component
-------------------------------------------------------------------------
December 31, 2007 $444,086
-------------------------------------------------------------------------
September 30, 2008 $436,062
-------------------------------------------------------------------------
(a) Stock Options
A summary of the company's outstanding stock options, as at September 30,
2008 and 2007 and changes during those periods is presented below:
For the nine months
ended Sept 30 2008 2007
-------------------------------------------------------------------------
Weighted Weighted
Average Average
Number of Exercise Number of Exercise
Options Price Options Price
-------------------------------------------------------------------------
Outstanding, beginning
of period 17,432,717 $3.60 16,212,490 $3.31
Granted 3,200,495 $3.31 3,951,207 3.89
Exercised (1,101,583) $0.81 (1,443,933) 0.97
Expired (378,165) $4.09 (1,563,209) 4.02
-------------------------------------------------------------------------
Outstanding, end of
period 19,153,464 $3.70 17,156,555 $3.58
-------------------------------------------------------------------------
Exercisable, end of
period 13,309,251 $3.74 9,227,065 $3.22
-------------------------------------------------------------------------
All stock options have been granted for a period of five years. Options
granted under the plan are generally fully exercisable after either two
or three years. The table below summarizes unexercised stock options.
Weighted
Average
Remaining
Contractual
Life at
Number September
Range of Exercise Prices Outstanding 30, 2008
-------------------------------------------------------------------------
$0.20 - $0.99 997,034 1.3
$1.00 - $1.99 1,575,000 1.7
$2.00 - $3.99 9,171,239 3.5
$4.00 - $5.56 7,410,191 2.7
-------------------------------------------------------------------------
19,153,464 2.9
-------------------------------------------------------------------------
In the third quarter of 2008 a non-cash charge of $790,000 (2007 -
$1.4 million) was expensed, reflecting the fair value of stock options
and the non-employee directors' share awards amortized over the vesting
period. A further $20,000 (third quarter 2007 - $612,000) was capitalized
to property and equipment.
During the first nine months of 2008 a non-cash charge of $3.5 million
(2007 - $4.4 million) was expensed, reflecting the fair value of stock
options and the non-employee directors' share awards amortized over the
vesting period. A further $1.0 million (2007 - $1.7 million) was
capitalized to property and equipment.
The fair value of each stock option granted is estimated on the date of
grant using the Black-Scholes option-pricing model with weighted average
assumptions for grants as follows:
-------------------------------------------------------------------------
For the nine months ended September 30 2008 2007
-------------------------------------------------------------------------
Risk free interest rate 3.2% 4.6%
Expected option life (years) 3 3
Expected volatility 48% 50%
-------------------------------------------------------------------------
The weighted average fair value at the date of grant of all options
granted in the first nine months of 2008 was $1.18 per option (2007 -
$1.54) and for the three months ended September 30, 2008 was $1.36 per
option (2007 - $1.54).
(b) Share award plan for non-employee directors
On January 16, 2008, 108,975 shares were issued to non-employee directors
under the share award plan, settling the accrued liability of $381,000
relating to this award.
On March 25, 2008 an additional 283,730 shares were awarded to non-
employee directors over a future vesting period. A total of 392,705 share
awards were outstanding at September 30, 2008 and vest on the following
dates:
-------------------------------------------------------------------------
December 31, 2008 5,210
January 1, 2009 108,975
December 31, 2009 5,210
January 1, 2010 136,655
January 1, 2011 136,655
-------------------------------------------------------------------------
392,705
-------------------------------------------------------------------------
In the first nine months of 2008, a non-cash charge of $445,000 (2007 -
$607,000), three months ended September 30, 2008 - $12,000 (2007 -
$215,000) was accrued as a liability and expensed in respect of shares
yet to be issued under the share award plan.
(c) Flow through shares
Effective December 31, 2007, the company renounced $52.25 million of
resource expenditures to flow-through share investors. The related tax
effect of $13.25 million of these expenditures was recorded in 2008. The
company has incurred all of the required expenditures related to these
flow-through shares in 2007 and 2008.
8. SEGMENTED INFORMATION
The company has changed its segmentation in 2008 to better reflect the
organization of its business by combining the former Canadian
administrative segment with the Canadian oil and gas segment. In Canada,
the company is in the business of exploring for and producing crude oil,
natural gas and bitumen. In the U.S., the company is in the business of
refining and marketing petroleum products. The significant aspects of
these operating segments are presented below. Comparative figures have
been reclassified.
Three months ended September 30 Canada USA
($000) Oil and Gas Refining Total
-------------------------------------------------------------------------
2008
Revenues, net of royalties $96,291 $127,726 $224,017
Equity interest in Petrolifera earnings 854 - 854
Dilution gain (loss) (60) - (60)
Interest and other income 434 107 541
Finance charges 7,536 250 7,786
Depletion, depreciation and accretion 13,484 1,484 14,968
Tax provision (recovery) 2,910 (1,290) 1,620
Net earnings (loss) 11,711 428 12,139
Property and equipment, net 837,256 71,084 908,340
Goodwill 103,676 - 103,676
Capital expenditures 62,259 6,916 69,175
Total assets $1,235,262 $134,271 $1,369,533
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2007
Revenues, net of royalties $6,726 $95,093 $101,819
Equity interest in Petrolifera earnings 1,027 - 1,027
Dilution gain - - -
Interest and other income 73 99 172
Finance charges 2,545 - 2,545
Depletion, depreciation and accretion 6,426 1,256 7,682
Tax provision 883 4,566 5,449
Net earnings 6,326 8,263 14,589
Property and equipment, net 574,256 48,845 623,101
Capital expenditures 60,086 3,920 64,006
Total assets $719,913 $106,505 $826,418
-------------------------------------------------------------------------
Nine months ended September 30 Canada USA
($000) Oil and Gas Refining Total
-------------------------------------------------------------------------
2008
Revenues, net of royalties $207,700 $317,445 $525,145
Equity interest in Petrolifera earnings 2,244 - 2,244
Dilution gain 7,964 - 7,964
Interest and other income 1,745 340 2,085
Finance charges 22,107 408 22,515
Depletion, depreciation and accretion 32,129 4,128 36,257
Tax provision (recovery) 4,740 (3,433) 1,307
Net earnings (loss) 19,072 (2,083) 16,989
Property and equipment, net 837,256 71,084 908,340
Goodwill 103,676 - 103,676
Capital expenditures 250,691 14,872 265,563
Total assets $1,235,262 $134,271 $1,369,533
-------------------------------------------------------------------------
2007
Revenues, net of royalties $23,346 $237,317 $260,663
Equity interest in Petrolifera earnings 6,141 - 6,141
Dilution gain 1,896 - 1,896
Interest and other income 197 320 517
Finance charges 4,255 - 4,255
Depletion, depreciation and accretion 18,418 3,985 22,403
Tax provision 4,302 13,894 18,196
Net earnings 16,253 25,548 41,801
Property and equipment, net 574,256 48,845 623,101
Capital expenditures 257,346 9,764 267,110
Total assets $719,913 $106,505 $826,418
-------------------------------------------------------------------------
9. SUPPLEMENTARY INFORMATION
(a) Per share amounts
The following table summarizes the common shares used in earnings per
share calculations.
For the three months ended September 30 (000) 2008 2007
-------------------------------------------------------------------------
Weighted average common shares outstanding 211,093 199,167
Dilutive effect of stock options and share units
outstanding 2,081 2,377
Dilutive effect of convertible debentures - 20,010
-------------------------------------------------------------------------
Weighted average common shares outstanding -
diluted 213,174 221,554
-------------------------------------------------------------------------
For the nine months ended September 30 (000) 2008 2007
-------------------------------------------------------------------------
Weighted average common shares outstanding 210,663 198,539
Dilutive effect of stock options and share units
outstanding 2,623 2,586
Dilutive effect of convertible debentures - 9,455
-------------------------------------------------------------------------
Weighted average common shares outstanding -
diluted 213,286 210,580
-------------------------------------------------------------------------
(b) Net change in non-cash working capital
For the three months ended September 30 ($000)
-------------------------------------------------------------------------
2008 2007
-------------------------------------------------------------------------
Accounts receivable $16,400 $10,191
Inventories 11,611 14,289
Due from/to Petrolifera (57) 16
Prepaid expenses (1,519) (344)
Accounts payable and accrued liabilities 6,480 (13,592)
Income taxes payable/recoverable 4,679 853
-------------------------------------------------------------------------
Total $37,594 $11,413
-------------------------------------------------------------------------
Summary of working capital changes:
-------------------------------------------------------------------------
Operating $(114) $30,885
Investing 37,708 (19,472)
-------------------------------------------------------------------------
$37,594 $11,413
-------------------------------------------------------------------------
For the nine months ended September 30 ($000) 2008 2007
-------------------------------------------------------------------------
Accounts receivable $(17,944) $(2,341)
Due from/to Petrolifera (20) 89
Prepaid expenses (335) (990)
Refinery inventories (7,551) 1,551
Accounts payable and accrued liabilities 55,144 (1,760)
Income taxes payable/recoverable 4,358 (6,733)
-------------------------------------------------------------------------
Total $33,652 $(10,184)
-------------------------------------------------------------------------
Summary of working capital changes:
--------------------------
Operating $8,793 $(5,256)
-------------------------------------------------------------------------
Investing 24,859 (4,928)
-------------------------------------------------------------------------
$33,652 $(10,184)
-------------------------------------------------------------------------
(c) Supplementary cash flow information
For the three months ended September 30 ($000) 2008 2007
-------------------------------------------------------------------------
Interest paid $787 $6,478
-------------------------------------------------------------------------
Income taxes paid 132 4,600
Stock-based compensation capitalized 20 612
-------------------------------------------------------------------------
For the nine months ended September 30 ($000) 2008 2007
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Interest paid $36,123 $14,271
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Income taxes paid 1,504 18,325
Stock-based compensation capitalized 1,042 1,680
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At September 30, 2008 cash of $34 million (December 31, 2007 -
$63.2 million) was restricted to fund interest payments on the Senior
Notes.
(d) Defined benefit pension plan
In the first nine months of 2008, $344,000 (2007 - $359,000) and for the
three months ended September 30, 2008, $117,000 (2007 - $107,000) has
been charged to expense in relation to MRCI's defined benefit pension
plan.
(e) Dilution gain
In May 2007, Connacher exercised warrants to purchase 1.7 million
additional common shares in Petrolifera for total consideration of
$5.1 million. As a consequence of Connacher's purchase and the purchase
of Petrolifera common shares by other investors exercising their
warrants, Connacher booked a dilution gain of $1.9 million. As a result,
the company maintained its 26 percent equity interest, as other
Petrolifera shareholders similarly exercised their warrants on identical
terms.
In June 2008, Petrolifera issued an additional 4.4 million common shares
to raise $40 million. Connacher did not subscribe for any of these
shares. Consequently, Connacher's equity interest in Petrolifera was
reduced from 26 percent to 24 percent. However, the financing resulted in
a dilution gain of $8 million, which was recognized by Connacher in the
second quarter of 2008.
10. RELATED PARTY TRANSACTIONS
A portion of the company's conventional crude oil and natural gas
exploration and drilling activities completed in the first nine months of
2008, and which activities will continue in the future, was conducted in
a joint venture with a company, an officer of which is also a director of
Connacher. Transactions with the joint venture occurred within the normal
course of business and have been measured at their exchange amount on
normal business terms. The exchange amount is the amount of consideration
established and agreed to by the joint venture. These capital
expenditures incurred to date are not considered material to the
company's overall capital expenditure program.
For further information:
For further information: Richard A. Gusella, President and Chief Executive Officer OR Grant D. Ukrainetz, Vice President, Corporate Development, Phone: (403) 538-6201, Fax: (403) 538-6225, inquiries@connacheroil.com, Website: www.connacheroil.com