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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A-1
(Mark One)
[X]
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended 3/31/97
OR
[ ]
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
Commission file number 0-11378
TRANSGLOBE ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
BRITISH COLUMBIA
(State of Other Jurisdiction of Incorporation N/A
or Organization) (I.R.S. Employer Identification No.)
</TABLE>
808 -- 1111 West Hastings Street, Vancouver, British Columbia Canada V6E 2J3
(On May 19, 1997 the Company will relocate the Principle Executive Offices to:
Suite 1450, 505 Third Street S.W., Calgary, Alberta, Canada T2P 3E6
(Address of Principal Executive Offices) (Zip Code)
(604) 683-2568 (after May 19, 1997 -- 403-264-9888)
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. The number of outstanding
shares as of April 30, 1997 is 13,781,377 Common Shares.
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PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
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TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash............................................................ $ 2,645,962 $ 1,223,023
Cash held in trust.............................................. 2,784,901 --
Accounts receivable............................................. 533,645 557,389
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5,964,508 1,780,412
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COMPUTER EQUIPMENT, NET OF ACCUMULATED DEPRECIATION............. 18,927 16,986
INVESTMENT IN IPC INTERNATIONAL POWER CORPORATION............... 750,000 750,000
DEPOSIT......................................................... 2,286,160 --
NATURAL RESOURCE PROPERTIES
Mineral properties.............................................. 1,724,458 1,979,090
Oil and gas properties.......................................... 8,976,205 7,350,148
Investment in Yemen Project..................................... 444,766 192,630
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11,145,429 9,521,868
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$20,165,024 $12,069,266
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accruals................................... $ 721,415 $ 572,255
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SHAREHOLDERS' EQUITY
Share capital................................................... 22,103,266 15,804,802
Special warrants................................................ 5,348,200 --
Share subscriptions............................................. -- 5,741
Deficit......................................................... (8,007,857) (4,313,532)
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19,443,609 11,497,011
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$20,165,024 $12,069,266
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</TABLE>
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TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
SIX MONTHS ENDED MARCH 31
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1995
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<S> <C> <C>
REVENUE
Oil and gas revenue............................................. $ 684,361 $ 466,045
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DIRECT EXPENSES
Depletion and depreciation...................................... 634,337 395,052
Operating expenses.............................................. 77,277 101,484
Taxes........................................................... 55,852 36,591
Write-down of oil and gas properties............................ 2,670,000 --
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3,437,466 533,127
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(2,753,105) (67,082)
EXPENSES
Capital tax..................................................... -- 3,571
Consulting...................................................... 85,656 46,576
Filing fees..................................................... 27,588 17,895
Interest and bank charges....................................... 15,825 3,289
Office.......................................................... 62,143 46,418
Professional fees............................................... 193,346 46,703
Promotion and advertising....................................... 30,324 28,087
Public relations................................................ 23,927 --
Rent and secretarial services................................... 18,084 19,744
Transfer fees................................................... 5,562 5,268
Travel.......................................................... 117,878 31,301
Wages, management fees and benefits............................. 103,308 146,185
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683,641 395,037
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Loss before other items......................................... (3,436,746) (462,119)
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Other income (loss)
Interest........................................................ 49,668 14,432
Foreign exchange gain (loss).................................... 15,119 (43)
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64,787 14,389
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Loss............................................................ (3,371,959) (447,730)
Deficit, beginning of period.................................... (4,635,898) (3,865,802)
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Deficit, end of period.......................................... $(8,007,857) $(4,313,532)
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Loss per share.................................................. $ (0.37) $ (0.06)
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</TABLE>
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TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
THREE MONTHS ENDED MARCH 31
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
REVENUE
Oil and Gas Revenue............................................. $ 315,283 $ 264,437
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DIRECT EXPENSES
Depletion and depreciation...................................... 465,320 234,031
Operating expenses.............................................. 31,791 58,677
Taxes........................................................... 25,268 20,106
Write-down of oil and gas properties............................ 2,670,000 --
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3,192,379 312,814
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(2,877,096) (48,377)
EXPENSES
Consulting...................................................... 55,563 33,035
Filing fees..................................................... 23,255 15,161
Interest and bank charges....................................... 13,903 329
Office.......................................................... 34,447 22,057
Professional fees............................................... 149,879 22,060
Promotion and advertising....................................... 18,162 4,713
Public relations................................................ 23,927 --
Rent and secretarial services................................... 10,770 10,814
Transfer fees................................................... 4,777 628
Travel.......................................................... 48,814 9,498
Wages, management fees and benefits............................. 24,596 76,041
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408,093 194,336
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Loss before other items......................................... (3,285,189) (242,713)
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OTHER INCOME
Interest........................................................ 26,931 8,336
Foreign exchange gain........................................... 11,986 1,954
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38,917 10,290
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Loss............................................................ (3,246,272) (232,423)
Deficit, beginning of period.................................... (4,761,585) (4,081,109)
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Deficit, end of period.......................................... $(8,007,857) $(4,313,532)
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Loss per share.................................................. $ (0.36) $ (0.06)
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</TABLE>
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TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
SIX MONTHS ENDED MARCH 31
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Loss............................................................ $(3,371,959) $ (447,730)
Items not involving cash:
Depletion and depreciation...................................... 634,337 395,052
Write-down of oil and gas properties............................ 2,670,000 --
Non-cash operating working capital items........................ 150,281 (59,098)
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82,659 (111,776)
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INVESTING ACTIVITIES
Deposit......................................................... (2,286,160) --
Cash held in trust.............................................. (2,784,901) --
Computer equipment additions.................................... (9,418) (9,376)
Natural resource property expenditures.......................... (1,525,953) (524,970)
Investment in Yemen Project..................................... (248,498) (13,420)
Investment in IPC International Power Corporation............... -- (750,000)
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(6,854,930) (1,297,766)
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FINANCING ACTIVITIES
Shares issued................................................... 3,521,620 2,080,528
Share subscriptions............................................. -- 5,741
Special warrants................................................ 5,348,200 --
Decrease in loan payable........................................ (40,251) (100,396)
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8,829,569 1,985,873
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INCREASE IN CASH DURING THE PERIOD.............................. 2,057,298 576,331
Cash, beginning of period....................................... 588,664 646,692
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Cash, end of period............................................. $2,645,962 $1,223,023
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</TABLE>
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TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
THREE MONTHS ENDED MARCH 31
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Loss............................................................. $(3,246,272) $ (232,423)
Items not involving cash:
Depletion and depreciation....................................... 464,365 233,114
Write-down of oil and gas properties............................. 2,670,000 --
Non-cash operating working capital items......................... 168,422 120,836
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56,515 121,527
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INVESTING ACTIVITIES
Deposit.......................................................... (2,286,160) --
Cash held in trust............................................... (2,784,901) --
Computer equipment additions..................................... (9,418) (7,850)
Natural resource property expenditures........................... (278,429) (141,484)
Investment in Yemen Project...................................... (248,498) (223)
Investment in IPC International Power Corporation................ -- (750,000)
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(5,607,406) (899,557)
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FINANCING ACTIVITIES
Shares issued.................................................... 1,591,578 1,425,088
Share subscriptions.............................................. -- 5,741
Special warrants................................................. 5,348,200 --
Decrease in convertible debentures............................... (1,597,742) --
Decrease in loan payable......................................... -- (80,502)
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5,342,036 1,350,327
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INCREASE (DECREASE) IN CASH DURING THE PERIOD.................... (208,855) 572,297
Cash, beginning of period........................................ 2,854,817 650,726
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Cash, end of period.............................................. $ 2,645,962 $1,223,023
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</TABLE>
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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF OPERATIONS
SUMMARY
During the fiscal quarter of January 1, 1997 to March 31, 1997 TransGlobe
Energy Corporation ("TransGlobe" or the "the Company") continued with
management's plan to expand into international exploration and to explore the
core lands located in the East Meridian project in Montana.
As previously reported, a farm out agreement with Clyde Expro PLC and
Oranje Nassau interests in Block 32 in the Republic of Yemen was reached during
January 1997. The Block 32 project is operated by Clyde and work is proceeding
towards drilling an exploratory well during May/June of 1997. The Company
secured financing for the Block 32 project through the sale of 4,400,000 Special
Warrants at $1.30 each for net proceeds of $5,348,200 after deduction of the
Agents' commission before the $210,000 estimated expenses of the Offering.
Company also proceeded with preparations for drilling on the East Meridian
Block "B" prospects in Richland County, Montana. A five well exploration program
was approved by partners and a rig contract with Nabors Drilling was entered
into on behalf of the partners by the operator Collins & Ware, Inc.
Mr. C. S. (Juneyt) Tirmandi , CA, CBV has been retained as Chief Financial
Officer. Mr. Tirmandi has in excess of 20 years of diverse experience in
financial management, primarily in the oil and natural gas industry.
MADERA GAS FIELD, LEA COUNTY, NEW MEXICO
The Company continued to produce the Madera gas field during the fiscal
quarter, generating a net revenue of US$303,936 for the quarter. The gas
production averaged a net 941 Mcfd and 32 barrels of condensate per day during
this period as compared to 1017 Mcfd and 32 barrels of condensate per day for
the previous quarter and 963 mcfd of natural gas and 37 barrels of condensates
for the corresponding period in 1996. Production was reduced when the 30-1 well
was shut in for several days during March. High pressures on the sales lines
caused the well production to be automatically shut down. The Company is
investigating methods of preventing the shutdowns in the future. A workover
consisting of replacing the production tubing and an acid stimulation was
carried out on the 25-1 well in an attempt to re-establish production from the
Atoka limestone. The well is now producing intermittently from the Atoka
limestone.
EAST GRIEVE PROSPECT, NATRONA COUNTY, WYOMING
There has been no activity on the East Grieve wells during the last fiscal
quarter due to Bureau of Land Management winter access restrictions. The Company
intends to test the 3-32 well during the second quarter of 1997, pending the
lifting of winter access restrictions.
EAST MERIDIAN BLOCK "B", RICHLAND COUNTY, MONTANA
The 1997 drilling program on the Block "B" prospects was increased to 5
wells and a drilling contract with Nabors Drilling was entered into on behalf of
the partners by the operator Collins & Ware, Inc. The first well commenced
drilling during March and reached total depth on April 30th. The well drill stem
tested significant quantities of light oil from the Dawson Bay, the Interlake
and the Red River "C" formations. Management considers these preliminary results
are encouraging to justify further activity for this project.
The second well targeting a Tyler sand prospect commenced drilling on May
4, 1997. The well failed to encounter any hydrocarbons and was abandoned on May
19, 1997.
Management is also very encouraged by the large number of prospects
identified with the 1996 seismic acquisition over Block "B" and has committed
the Company to the second phase of 3-D seismic on the Block "A" area to the west
of Block "B". The Block "A" seismic survey work started in April and is expected
to be completed by August, 1997.
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BLOCK 32, YEMEN
As previously reported, a farm out agreement with Clyde Expro PLC and
Oranje Nassau interests in Block 32 in the Republic of Yemen was reached during
January 1997. The Company has the right to earn a 26.5% interest in Block 32 in
return for funding 53% of the costs of drilling three wells during the next
eighteen months and 26.5% of certain administrative costs. The project is
operated by Clyde and work is proceeding towards drilling the first exploratory
well during May/June of 1997.
The Company is continuing with negotiations with the Ministry of Oil and
Mineral Resources for a Production Sharing Agreement on an open Exploration
Block (Block S-1) in the Republic of Yemen. There have been no new developments
in the negotiations during the last fiscal quarter.
IPC -- INTERNATIONAL POWER CORPORATION
The Company sold the 750,000 shares of IPC -- International Power
Corporation on April 16, 1997. The shares were acquired during January 1996 at a
cost of $1.00 per share and were sold at $1.35 per share. The proceeds of
$1,012,500 will be used as working capital.
ANALYSIS OF FINANCIAL CONDITION
Liquidity and Cash Resources
On March 26, 1997 the Company issued 4,400,000 special warrants at $1.30
per special warrant. The offering was conducted outside the United States,
pursuant to SEC Regulation S, and inside Rule 903(c)(3) of SEC Regulation S, and
inside the United States pursuant to SEC Rule 506. Each warrant will entitle the
holder to acquire one common share on the earlier of (a) ten days following the
date upon which a receipt for the final prospectus is issued qualifying the
issuance of the shares under applicable Canadian laws or (b) the first
anniversary of the closing date (March 26, 1998), for no additional
consideration. Any special warrants not exercised prior to such date will be
deemed to be exercised without any further action on the part of the holder. If
a receipt for the final prospectus is not obtained on or before June 26, 1997,
then each warrant will entitle the holder to acquire 1.1 common shares, for no
additional consideration. The net proceeds of $5,138348,200 received by the
Company from the issuance of the special warrants (after deduction of the
Agents' fee before the $210,000 estimated expenses) will be used to conduct
exploratory drilling of the Sabieh-1 well on Block 32 in the Republic of Yemen
and, contingent on the results of Sabieh-1 and the raising of additional
capital, as a reserve for two additional wells on Block 32.
$2,565,000 of the net proceeds were paid directly or released to the
Company immediately following the closing of the Offering. $2,279,000 was
invested in a bank deposit pledged as security against two letters of credit of
an equal amount. The Company purchased the two irrevocable letters of credit as
a general and continuing collateral security for the Company's commitments in
Block 32, Yemen.
The balance of the funds are held in escrow by Montreal Trust as Trustee
under the Special Warrant Indenture dated March 26, 1997. These funds will be
released to the Company only in accordance with and subject to the terms and
conditions of the said Special Warrant Indenture, which provides that such funds
will be released successively on receipt of certificates from the Company,
acknowledged by the Agents, certifying the amount of funds required at any given
date for purposes of funding the Company's farm-in on Block 32 in Yemen,
including the details of such expenditures. In addition, to the extent the
Company has used other corporate funds for capital expenditures on the foregoing
project, escrowed funds will also be released upon receipt of a certificate from
the Company, acknowledged by the Agents, certifying such fact, including the
specific use of the funds, and the details of such expenditures on which funds
had been expended. Any funds remaining in escrow will be released on the earlier
of the date that receipts are received for the Prospectus from each of the
Securities Commissions and March 26, 1998.
During the period, the Company issued 4,569,021 Common Shares at an average
net price of $0.70 per share on the conversion of its five year zero coupon
convertible debentures. These debentures were issued in November 1996 to finance
the Company's North American operations. The Company realized $3,212,349
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from this issue after the issue expenses, commissions and discounts of $780,706.
All convertible debentures were converted into Common Shares in January, 1997.
In addition, 314,000 Common Shares were issued for net proceeds of $304,544
pursuant to a private placement and exercise of stock options.
The capital expenditures for the six month period were $1,525,953 which
related primarily to the lease acquisition costs in Block A, the East Meridian
prospect, Montana, recompletion of "1-29" well in the East Grieve prospect,
Wyoming as well as carry-over charges from the drilling of "3-32" in the same
prospect.
At March 31, 1997, the Company had $2,645,962 in cash, $2,784,901 in escrow
and $2,286,160 in a bank deposit with accrued interest thereon pledged as
security against the two letters of credit. The Company had no long term debt as
of March 31, 1997.
OPERATING RESULTS
The revenues from the Madera field and South Evetts field production
increased to $684,361 for the six month period as compared to US$466,045 for the
same period in 1996. Higher product prices resulted in increased revenue despite
a normal production decline. The average product prices were $3.10 per mcf for
natural gas and $23.30 for condensates and oil as compared to $1.85 per mcf for
natural gas and $19.81 for condensates and oil in 1996.
The Company reduced operating costs on the Madera field in November, 1996
by cutting back on non-essential services and by streamlining and centralizing
production accounting procedures in Denver. Several non-essential consulting
contracts were terminated. Consequently operating expenses were $77,277 for the
six month period as compared to $101,484 during the corresponding period in the
previous fiscal year which represents a saving of 24% from the 1996 levels.
General and administrative expenses were $683,641 during the period as
compared to $395,037 for the corresponding period in 1996. The increase is
mainly attributable to higher professional fees pertaining to the Company's
financing activities and other legal matters which are non-recurring in nature
and increased travel expenses in conjunction with the Company's activities in
Yemen and the financing activity. Depletion and depreciation expenses were
$634,337 during the period as compared to $395,052 for the corresponding period
in 1996. The increase is mainly attributable to the increase in the "per unit"
depletion and depreciation charges, offset in part by a reduction in production.
The write down of oil and gas properties was $2,670,000 during the period as
compared to nil for the corresponding period in 1996. The write down is
necessitated by a decrease in the estimated reserves as a result of the
correction of an error made in the previous reserve report in the calculation of
working interest and royalties relating to the Madera field. The reserve write
down was partially offset by an increase in oil reserves attributable to the
Prevost No. 1 oil discovery on the East Meridian prospect in Montana. TransGlobe
posted a loss of $3,371,959 ($0.37 per share) compared to a loss of $447,730
($0.06) for the same period in 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Transglobe Energy Corporation
(R.G. Clarkson, President and CEO)
Date
