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Home / Markets / Industries / Energy
Friday, May 09, 2008
First Calgary Petroleums Ltd. Announces 2008 First Quarter Results
Comtex
CALGARY, May 9, 2008 (Canada NewsWire via COMTEX News Network) ----TSX: FCP
AIM: FPL
Note: $ refers to the U.S. dollar and C$ refers to the Canadian dollar.
CALGARY, May 9 /CNW/ - First Calgary Petroleums Ltd. (FCP or the Company) announces its results for the three months ended March 31, 2008.
President and Chief Executive Officer, Shane O'Leary commented:
"There is no doubt that the recent settlement reached between Waterford
and FCP was in the best interest of all shareholders, offering continuity
and a Board that is experienced and able to offer guidance and advice
during this important time for FCP. More crucially, operations were not
distracted by the changes at the Board level and have continued to make
significant progress during the first quarter of 2008, moving forward
with both MLE and CAFC activities. The new management team and Board are
committed to building shareholder value and are reviewing options to
drive the project forward and maximize value creation."
<< HIGHLIGHTS Corporate - Shane O'Leary appointed as President and Chief Executive Officer to provide continuity of relationship with Sonatrach following the proxy contest. - An experienced Board comprised of five previous directors of FCP, including Gar Emerson as Chairman, and four new independent directors with strength in the oil and gas sector. Operational - Phase 1: MLE Development - Four qualified firms have indicated interest in submitting a bid for the Engineering, Procurement and Construction (EPC) contracts. - Anticipated that the EPC contractor will be selected in the second half of 2008; targeting first gas for the second half of 2010. - Ten bids received in response to the issue of the invitation to tender (ITT) package for gas gathering system and export system line pipe. - ITT's for other key long lead items, such as the gas compressor package and the turbo-expander package expected to be issued in the second quarter of 2008. - Two development wells were completed by the end of the first quarter and FCP is currently utilizing one rig to drill development wells in the MLE field. - Excellent progress has been made with Sonatrach in establishing the joint venture organization in Hassi Messaoud to implement the development. - In recent meetings, Sonatrach expressed a strong desire to continue to drive forward the development. - Senior manager positions for key disciplines have been filled. - Award of the Hassi base construction contract is pending and early civil works mobilization is underway. - Phase 2/3: CAFC Development - Expect to start and complete a conceptual study with an engineering company and submit the Final Discovery Report in the second quarter of 2008. Financing - FCP and its financial advisor Citibank continue to progress preparatory work related to setting in place financing for MLE Phase 1. It is anticipated that debt financing for MLE will be structured as a reserve based debt facility. - FCP has been engaged in preliminary discussions with a group of banks and the consensus view remains that financing on acceptable terms is achievable. - It is currently anticipated that FCP will formally approach a small group of primarily European banks to secure underwriting commitments in the second quarter of 2008 and with a view to loan signing taking place in the second half of 2008. >>
Conference Call
A conference call with senior management to review the quarter results is scheduled for 8:30 a.m. MDT/10:30 a.m. EDT/3:30 p.m. BST on Monday, May 12, 2008. To participate in the conference call, please dial: +1-416-641-6113.
Please call in five to 10 minutes prior to the scheduled start time. A replay of the conference call will be available on FCP's website.
Company Profile
First Calgary Petroleums Ltd is an oil and gas company actively engaged in international exploration and development activities in Algeria. The Company's common shares trade on the Toronto Stock Exchange in Canada (FCP) and on the AIM market of the London Stock Exchange in the United Kingdom (FPL). Further information is available on the FCP website: www.fcpl.ca
Forward-looking Statements
This news release includes statements about expected future events and financial results that are forward looking in nature and subject to risks and uncertainties. FCP cautions that actual performance may be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what First Calgary Petroleums Ltd. currently foresees.
Report to Shareholders
We are pleased to update our shareholders on the Company's activities for the three months ended March 31, 2008.
The first quarter of 2008 through to the Annual and Special Meeting on April 18th was a very challenging period in the history of FCP. On April 14th, FCP and a shareholder group led by Waterford Finance & Investment Limited announced a settlement regarding Board and management appointees at FCP. This settlement was subsequently voted on at the annual meeting and received overwhelming majority approval at the meeting from FCP's shareholders.
As part of the settlement, Mr. Richard Anderson agreed to step aside to facilitate a compromise and I was appointed President and Chief Executive Officer of FCP. Richard has agreed to remain a consultant to FCP for approximately six months to assist in the executive transition.
The Board is comprised of a combination of five directors that previously served as FCP directors, with the addition of four new independent directors. Mr. Gar Emerson remains as Chairman of the Board. If you are not already familiar with the credentials of the new board members - Alastair Beardsall, Raymond Cej, Menno Grouvel, Keith Henry, Matthew Lechtzier, Frank Proto, Yuri Shafranik, and H. Garfield Emerson, I urge you to visit our website for their full biographies. I am looking forward to benefiting from the expertise that the new board members will bring to the Company.
I have been with the Company since 2006, and in my former role as the Chief Operating Officer, I was responsible for drilling and development activities and the primary interface with Sonatrach. In my new role, I intend to ensure continuity in the relationship with the Algerian authorities and momentum for the project.
In the first quarter of 2008, First Calgary continued to achieve key project milestones. With the completion of the Front End Engineering and Design (FEED) Study in partnership with Sonatrach and the tenders for the Engineering, Procurement and Construction (EPC) contract issued on February 18, efforts now are focused on securing project financing for the first phase of the MLE development. The EPC contract is expected to be awarded in the second half of 2008. Currently, four reputable and qualified EPC contractors have indicated an interest in bidding for the work. First gas is targeted for the second half of 2010.
With a strong management team guided by a diverse and seasoned Board of Directors, we are committed to generating value for FCP shareholders by moving the Algerian development project forward expeditiously and reviewing options to maximize value.
Shane P. O'Leary
President and CEO
Management's Discussion and Analysis
Management's discussion and analysis (MD&A) is a review of operations, current financial position and outlook for First Calgary Petroleums Ltd. (First Calgary, FCP or the Company). It should be read in conjunction with the unaudited interim financial statements for the three months ended March 31, 2008 and 2007 and the audited financial statements and MD&A for the year ended December 31, 2007. In this discussion and analysis $ refers to U.S. dollars unless otherwise indicated, and C$ refers to the Canadian dollar.
OPERATIONAL REVIEW
FCP's objectives remain to achieve an on budget first production in second half of 2010 from MLE and all of our principal operational activities are centered on achieving this. In addition, considerable effort is being directed at submitting development plans for the Central Area Field Complex (CAFC) areas by the second quarter of 2008. Approved development plans for the CAFC will enable these areas to be held by a 30 year production license similar to MLE.
Menzel Ledjmet East (MLE) Activities this Period
Maintaining the schedule translates into value for FCP, so we are focusing on ordering long lead items that are critical for holding the schedule. In this regard:
<< - In response to the issue in late December 2007 of the invitation to tender (ITT) package for gas gathering system and export system line pipe, ten bids were received. These bids are currently undergoing technical and commercial evaluation. It is anticipated that an award for the supply of these materials will be made in the second quarter of 2008. - The commercial sections of the ITTs for the other key long lead items, such as the gas compressor package and the turbo-expander package, are currently being finalized with Sonatrach. It is anticipated that these ITTs will be issued by second quarter of 2008. >>
In mid-February 2008, an ITT package for the Engineering, Procurement and Construction (EPC) works was issued to four short-listed bidders. Technical bids are due in the second quarter, and it is anticipated that the EPC contractor will be selected in the second half of 2008, with a resultant aggressive target first gas date for the second half of 2010.
Financing: FCP is actively engaged with its financial advisor Citibank to arrange a reserve based loan in the order of $750 to $800 million. A considerable amount of commercial work is in progress with Sonatrach to finalize all of the gas and liquids agreements and other commercial documents that will enable this loan.
JV organization: Excellent progress has been made with Sonatrach in establishing the joint venture organization in Hassi Messaoud to implement the development. Senior manager positions for key disciplines have been filled and the transfer from an "exploration" to a "development" organization is progressing very well. Award of the Hassi case construction contract is pending and early civil works mobilization is underway.
The drilling of two development wells were completed by the end of the first quarter (MLE 7 & 8). We are continuing to utilize one rig to drill development wells in the MLE field.
Central Area Field Complex (CAFC) Activities this Period
Exploration and appraisal testing activities in the CAFC were completed in the first quarter of 2008. The goal is to submit the development plans for the CAFC by second quarter of 2008. The CAFC represents the second phase development of Block 405b.
Process flow-sheets and simulations were developed for the various reservoir depletion options and in-house cost estimation began.
In second quarter 2008, we expect to start and complete a conceptual study with an engineering company and submit the Final Discovery Report.
Financing Update
FCP is actively engaged with its financial advisor Citibank in putting together a financing package for the development of the MLE phase of the project whose net costs to FCP are forecast at approximately $1 billion. Between $750 and 800 million of MLE costs are expected to be financed via a reserve based debt financing, complementing an equity component of approximately $250 million provided from the proceeds of the December, 2007 $267 million convertible bond offering. Financing for the CAFC phase is also expected to be largely provided by reserve based debt financing, but details are not available as the Final Discovery Report relating to CAFC has yet to be finalized.
It is anticipated that a small group of primarily European banks under the leadership of Citibank will underwrite the MLE related debt financing, which will be structured as a reserve based debt facility. This method of financing oil and gas field development projects has a well established tradition and methodology. It is based on the establishment of a 'borrowing base' by reference to forecast reserves, depletion profiles, related projected forecast cash flows, and other related factors. Banks traditionally also require that key project related commercial agreements are in place including among others: EPC contractual arrangements; technical, environmental and legal due diligence reports; and comprehensive legal credit documentation. FCP is working closely with its principal legal advisor, Clifford Chance, to ensure that all necessary agreements and documentation related to the project financing are delivered within the requisite time frame.
Preliminary discussions with targeted debt underwriters have been underway. Interest on the part of a number of experienced oil and gas project financing banks continues to be high. While the current credit markets environment is seen as challenging, the consensus view, among the banks with who FCP are in discussions, remains that financing on acceptable terms is achievable. It is currently anticipated that banks will be formally approached in the second quarter for purposes of securing preliminary underwriting commitments, with loan signing being planned for the second half of 2008.
New Ventures
FCP continues to identify potential new opportunities for growth. The operating experience gained in Algeria over the past ten years could be readily applied upon the successful acquisition of new exploration or appraisal opportunities in Algeria and elsewhere.
Development Schedule
Readers are referred to the schedule which is available on the Company's website at www.fcpl.ca.
The timeline for the phased development plans is shown in the schedule:
<< - Phase 1 is the approved MLE development including the single 260 MMCF/D train and export pipelines, of which 200 MMCF/D has been initially contracted for. - Phase 2 is the first phase of the CAFC development, including planned development of the TAGI oil pool, lean gas in the MZL area and initial development of the gas condensate pools. - Phase 3 will include full development of the remaining CAFC discoveries on the block. >>
The development plan for Phases 2 and 3 is expected to be issued to the authorities for approval by the end of the second quarter of 2008.
Contracts for the EPC phase have been tendered. Technical bids are due in the second quarter, and it is expected that the EPC contractor will be selected in the second half of 2008. The EPC phase is aggressively scheduled to take approximately two years, with first gas production in the second half of 2010.
CURRENT OUTLOOK
Readers are referred to the map which is available on the Company's website at www.fcpl.ca.
FCP continues to make good progress in moving the MLE project forward.
<< - Under the leadership of Jim Corbett, Vice President Projects, a project team of high calibre professionals has been assembled to manage and execute the development of block 405b, both in London and in Hassi Messaoud. The strength and professionalism of this team has been widely acknowledged. - The successfully completed front end engineering and design (FEED) work for MLE identified the critical path for three categories of items requiring long lead items, such as line pipe for gas gathering and export systems, gas compressors and turbo-expanders. An ITT has been issued for the line pipe, and an award is expected in the second quarter. The ITTs for the gas compressors and turbo-expanders are expected to be issued in the second quarter. - Four reputable and qualified EPC contractors have signalled their interest in bidding for the main construction of the gas plant and pipeline infrastructure work. Bids are expected to be received in the second quarter, leading to selection of a contractor in the second half of 2008. - Under the leadership of Roger Whittaker, Vice President Exploration and Development, FCP's drilling team in Algeria continues to set benchmarks for drilling efficiency and performance, and is often referred to by Sonatrach as one of the top performing drilling teams in the country. - The team initiated the MLE development drilling program in late November 2007 and by the end of first quarter 2008 has completed drilling two wells as part of that program, MLE-7 and MLE-8. FCP plans to continue the development drilling program in MLE throughout 2008 with the Saipem rig and plans to complete the drilling of an additional four wells by year-end. To date the program has been successful in further delineating existing pools and providing important data for further reservoir management planning. - CAFC appraisal drilling and testing was completed in the first quarter of 2008. FCP is currently preparing the development plan for the CAFC area which is planned for the second quarter 2008 submission to the appropriate government authorities. - FCP is currently evaluating the commerciality of the ZER area. FCP remains well positioned for the project execution phase, with a highly skilled and experienced team in place to focus on the quality, budget and schedule requirements, in order to achieve first gas in the second half of 2010. FINANCIAL REVIEW Three months ended March 31, ($ thousands) 2008 2007 ------------------------------------------------------------------------- Net loss $ 11,978 $ 2,397 The net loss for the quarter was $12 million, compared to $2.4 million in 2007, primarily due to the onset of interest expense on the convertible debentures issued in December 2007, and higher G&A costs as outlined below. Three months ended March 31, ($ thousands) 2008 2007 ------------------------------------------------------------------------- Interest income $ 2,232 $ 991 Interest income has increased from 2007 due to higher average cash and cash equivalent balances on hand during comparable periods. Three months ended March 31, ($ thousands) 2008 2007 ------------------------------------------------------------------------- Interest expense $ 8,073 - Interest expense consists of interest incurred on the $267 million convertible debenture which was issued on December 14, 2007. The debentures bear interest at 9 percent, payable semi-annually, with the first interest payment due May 29, 2008. Three months ended March 31, ($ thousands) 2008 2007 ------------------------------------------------------------------------- General and administrative $ 7,870 $ 4,222 Less capitalized amount 2,917 1,258 --------------------- Expensed $ 4,953 $ 2,964 The increase in 2008 general and administrative costs of $3.6 million, or 86 percent, is primarily the result of increased staffing costs and professional fees required to manage and operate the Algerian project, which is consistent with the heightened project-related activity. Additional costs related to project financing and the recent shareholder motions and resulting proxy contest have also contributed to the increase. Three months ended March 31, ($ thousands) 2008 2007 ------------------------------------------------------------------------- Stock-based compensation $ 2,318 $ 1,014 Less capitalized amount 1,643 781 --------------------- Expensed $ 675 $ 233 Stock-based compensation increased by $1.3 million due to additional option grants throughout 2007 and the first quarter of 2008, with a corresponding increase in the amount of stock based compensation capitalized. Three months ended March 31, ($ thousands) 2008 2007 ------------------------------------------------------------------------- Capital Expenditures Exploration & Appraisal ----------------------- Drilling, completion and testing $ 345 $ 39,715 Geological and geophysical 810 778 MLE commercialization 303 - Development ----------- Drilling, completion and testing $ 19,711 2,739 Geological and geophysical 444 97 MLE commercialization 8,694 4,305 --------------------- $ 30,307 $ 47,634 Block management, administration and corporate 2,894 3,273 --------------------- Total capital expenditures $ 33,201 $ 50,907 Less non-cash expenditures (stock-based compensation, asset retirement provisions) 1,736 910 --------------------- Net capital expenditures $ 31,465 $ 49,997 ------------------------------------------------------------------------- >>
Capital expenditures are lower in 2008 over 2007 due to the greater level of drilling activity of the appraisal drilling program in the first quarter of 2007. In 2008, FCP's focus has shifted from exploration and appraisal to a development drilling focus. In the first quarter of 2008, FCP used one drilling rig compared to two rigs in the same period in 2007.
Liquidity and Capital Resources
First Calgary had $210.7 million of working capital on hand as at March 31, 2008 compared with $251.1 million at the end of 2007. Cash balances and short-term investments were $245.1 million at the end of the quarter.
Development of the Ledjmet Block 405b reserves through to commercial production will require significant funding, with 75 percent being FCP's share. The expectation for development funding continues to focus on project debt. The gross development cost of the MLE Field is currently estimated at approximately $1.3 billion, and will mainly be incurred over the 2008 - 2010 period.
The Company is listed on the Toronto Stock Exchange and the AIM market of the London Stock Exchange. The diluted numbers of shares outstanding at the following dates were:
<< May 9, March 31, December 31, 2008 2008 2007 ------------------------------------------------------------------------- Common shares 254,939,030 254,639,030 254,619,030 Issuable on conversion of debentures 63,571,428 63,571,428 63,571,428 Employee stock options 16,121,747 16,755,080 16,806,747 ------------------------------------------------------------------------- Diluted shares outstanding 334,632,205 334,965,538 334,997,205 ------------------------------------------------------------------------- Summary of Quarterly Results 2008 2007 ------------------------------------------------------------------------- Q1 Q4 Q3 Q2 Q1 ------------------------------------------------------------------------- Interest income $ 2,232 $ 1,372 $ 1,511 $ 1,502 $ 991 Income (loss) (11,978) (5,940) (1,745) (1,613) (2,397) Income (loss) per share (0.05) (0.02) (0.01) (0.01) (0.01) Total assets 1,034,599 1,031,916 788,554 775,867 643,642 2006 --------------------------------------------------- Q4 Q3 Q2 --------------------------------------------------- Interest income $ 1,633 $ 2,052 $ 1,902 Income (loss) (19,706) (266) 6,577 Income (loss) per share (0.09) 0.00 0.03 Total assets 650,053 649,354 641,938 >>
The net loss in first quarter 2008 relates mainly to interest on the
convertible debt issued in December 2007.
CHANGE IN ACCOUNTING POLICIES
Financial Instruments - Recognition and Measurement
Two new Canadian accounting standards have been issued which required additional disclosure in the Company's financial statements commencing January 1, 2008, pertaining to the Company's use of financial instruments as well as its capital and how it is managed. These standards have been adopted in the Company's unaudited statements for first quarter 2008.
BUSINESS RISKS AND UNCERTAINTIES
The MD&A and Annual Information Form (AIF) for the year ended December 31, 2007 includes an overview of certain business risks and uncertainties facing the Company. Those risks remain in effect as at March 31, 2008.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS
Certain information with respect to the Company contained in this report, including management's assessment of future plans and operations, contains forward-looking statements. These forward-looking statements are based on assumptions and are subject to numerous risks and uncertainties, some of which are beyond FCP's control, including the timing and receipt of joint venture and governmental approvals, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency exchange rate fluctuations, reserve estimates, environmental risks, competition from other explorers, stock market volatility and ability to access sufficient capital. In addition, actual results may vary because FCP principally operates in jurisdictions with less developed legal systems than in the case of more established economies and relies on continuing existing strategic relationships and forming new ones with other entities in the oil and gas industry, such as joint venture parties and farm-in partners. FCP's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur.
Company Information
Additional information related to FCP, including the Company's Annual Information Form, is available on FCP's website at www.fcpl.ca or on SEDAR's website at www.sedar.com.
May 9, 2008
<< Consolidated Balance Sheets As at As at (in thousands of U.S. dollars) March 31, December 31, (unaudited) 2008 2007 ------------------------------------------------------------------------- Assets Current assets Cash and cash equivalents $ 245,055 $ 275,270 Accounts receivable 1,209 1,222 Deposits and prepaid expenses 1,195 1,333 ------------------------------------------------------------------------- 247,459 277,825 Other assets (note 2) 23,067 23,048 Property, plant and equipment 764,073 731,043 ------------------------------------------------------------------------- $1,034,599 $1,031,916 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Liabilities and Shareholders' Equity Current liabilities Accounts payable and accrued liabilities $ 36,797 $ 26,763 Convertible debentures (note 3) 224,661 222,589 Asset retirement obligations 3,415 3,225 Future income taxes 18,548 18,548 ------------------------------------------------------------------------- Shareholders' equity Capital stock (note 4) 763,339 763,257 Contributed surplus (note 4) 28,238 25,955 Equity portion of convertible debentures (note 3) 30,453 30,453 Accumulated other comprehensive income 6,502 6,502 Deficit (77,354) (65,376) ------------------------------------------------------------------------- 751,178 760,791 Operations and commitments (note 1) ------------------------------------------------------------------------- $1,034,599 $1,031,916 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. Consolidated Statements of Operations and Deficit Three months ended March 31, (in thousands of U.S. dollars) (unaudited) 2008 2007 ------------------------------------------------------------------------- Revenue Interest $ 2,232 $ 991 Expenses Interest Expense 8,073 - General and administrative 4,953 2,964 Stock-based compensation (note 4) 675 233 Foreign exchange loss 242 61 Depreciation and accretion 267 130 ------------------------------------------------------------------------- 14,210 3,388 ------------------------------------------------------------------------- Net loss for the period (11,978) (2,397) Deficit, beginning of period (65,376) (53,681) ------------------------------------------------------------------------- Deficit, end of period $ (77,354) $ (56,078) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Loss per share (note 4) Basic and diluted $ (0.05) $ (0.01) ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. Consolidated Statements of Cash Flows Three months ended March 31, (in thousands of U.S. dollars) (unaudited) 2008 2007 ------------------------------------------------------------------------- Operating activities Net loss for the period $ (11,978) $ (2,397) Items not involving cash Accretion on convertible debentures 2,072 - Stock-based compensation 675 233 Foreign exchange gain (231) (61) Depreciation and accretion 267 130 ------------------------------------------------------------------------- (9,195) (2,095) Change in non-cash working capital 5,107 (619) ------------------------------------------------------------------------- (4,088) (2,714) Financing activities Proceeds from exercise of options 48 139 ------------------------------------------------------------------------- Investing activities Expenditures on property, plant and equipment (31,465) (49,997) Interest on restricted cash (19) - Change in non-cash working capital 5,039 (4,553) ------------------------------------------------------------------------- (26,445) (54,550) ------------------------------------------------------------------------- Change in cash and cash equivalents (30,485) (57,125) Exchange rate fluctuations on cash and cash equivalents 270 (15) Cash and cash equivalents, beginning of period 275,270 108,489 ------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 245,055 $ 51,349 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to consolidated financial statements Notes to the Consolidated Financial Statements Three months ended March 31, 2008 (unaudited) (in thousands of U.S. dollars unless otherwise indicated) These interim consolidated financial statements of First Calgary Petroleums Ltd. (First Calgary, FCP or the Company) have been prepared by management in accordance with accounting principles generally accepted in Canada following the same accounting policies as the consolidated financial statements for the year ended December 31, 2007. The disclosures included below are incremental to those included with the annual consolidated financial statements. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2007. 1. Operations and commitments: First Calgary currently has the rights to appraise and develop Ledjmet Block 405b (Block 405b) in Algeria. The Company's rights and obligations on Block 405b are set out in a Production Sharing Contract (PSC) with Sonatrach, the national oil company of Algeria. The nature of current operations and the terms or commitments under the PSC are summarized below. The five year exploration period of the PSC ended on December 29, 2006. All exploration work commitments under the PSC were completed. FCP has retained two main acreage parcels for further appraisal and potential development, the MLE field and the Central Area Field Complex (CAFC). FCP received approval in February 2007 from the Algerian regulatory authority ALNAFT for the development plan for the MLE oil and gas field on Block 405b. The submission of a development plan for the remaining appraisal areas is planned for second quarter 2008. Approval for the development plan is expected prior to December 30, 2008 - the end of the appraisal phase. Phase 1 of the MLE development design includes construction of a gas plant and field gathering system and facilities designed to produce up to 260 million cubic feet of sales gas per day (MMCF/D) and 20 thousand barrels per day (MB/D) of associated natural gas liquids and oil, on a gross basis. The initial gas sales volume agreed with Sonatrach is for 200 million cubic feet per day of sales gas. Three product pipelines are required to transport sales gas, condensate and LPG products to the national grid system that lies 140 km to the west of the block. A fourth product pipeline to transport an oil stream will tie into existing infrastructure within the Berkine basin. FCP and Sonatrach subsequently agreed to modify the design of the product pipelines to accommodate increased volumes from the planned second and third phases of development in the CAFC as part of an integrated block development strategy. Current development plans are targeting in excess of 300 MMCF/D sales of gas with up to 65 MB/D of liquids. Gas marketing terms were agreed with Sonatrach in November 2006 and were attached to the MLE development plan. The gas terms specify and clarify the provisions of the PSC relating to the long-term marketing of quantities of dry gas from Block 405b. It is proposed that the gas terms will be incorporated into the long form Gas Agreement entered into between the Company and Sonatrach. FCP has entrusted the marketing of all gas from the 405b block to Sonatrach and in return will receive a well head price net of transportation costs based on a southern European gas pricing formula. FCP is in discussions with Sonatrach for all liquids production from Block 405b to be marketed by Sonatrach. Liquids are anticipated to be sold at international product prices less a marketing fee. The long term Gas Agreement will be subject to certain conditions precedent, including securing financing satisfactory to FCP, the arrangement by Sonatrach of firm pipeline capacity downstream of the point of transmission and the execution of certain collateral agreements such as project contracts and liquids and condensate sales agreements. The Front End Engineering and Design (FEED) work for MLE gas plant, pipeline and gathering systems was completed in December 2007. One of the key deliverables of the FEED was to establish a cost estimate for the plant facility and pipelines, currently estimated at about $1.0 billion gross (not including development drilling). 2. Other assets Cash was placed in an escrow account equal to the first year's interest payments on the convertible debentures. The funds are required to be released to the convertible debenture holders if the Company is unable to meet its interest obligations, otherwise the cash will remain in escrow for the life of the debentures. The Company does not expect to draw on these funds in 2008. 3. Convertible debentures: The following table sets forth a reconciliation of the convertible debentures activity: Liability Equity Component Component ------------------------------------------------------------------------- Balance, December 31, 2007 $ 222,589 $ 30,453 Accretion of non cash interest expense 2,072 - ------------------------------------------------------------------------- Balance, March 31, 2008 $ 224,661 $ 30,453 ------------------------------------------------------------------------- No cash interest was paid during the period. 4. Capital stock: (a) Issued share capital: Number of Shares Amount ------------------------------------------------------------------------- Balance, December 31, 2007 254,619,030 $ 763,257 Issued on exercise of employee stock options 20,000 48 Transfer from contributed surplus on exercise of stock options - 34 ------------------------------------------------------------------------- Balance, March 31, 2008 254,639,030 $ 763,339 ------------------------------------------------------------------------- (b) Employee stock options: The Company has up to 10 percent of its issued and outstanding common shares available for issuance pursuant to its Stock Option Plan. Stock options granted under the plan have a term of five years and vesting terms are determined at the discretion of the Board, ranging between two and three years. The exercise price of each option is equal to the closing market price of the shares on the date preceding the date of the grant. The following table summarizes the changes in stock options outstanding during the period ended March 31, 2008: Weighted Avg. Number Exercise of Options Price ------------------------------------------------------------------------- Outstanding, December 31, 2007 16,806,747 C$ 4.90 Granted 835,000 2.82 Exercised (20,000) 2.36 Forfeited (866,667) 4.35 ------------------------------------------------------------------------- Outstanding, March 31, 2008 16,755,080 C$ 4.83 ------------------------------------------------------------------------- The following table summarizes information about the options outstanding and exercisable at March 31, 2008: Options Outstanding Options Exercisable ------------------------------------------------------- Weighted Average Weighted Weighted Remaining Average Average Range of Contractual Exercise Exercise Exercise Price Options Life Price Options Price ------------------------------------------------------------------------- C$ 2.60 - 2.98 5,898,000 4.4 years 2.78 491,667 C$ 2.63 C$ 4.72 - 4.72 2,117,500 0.6 years 4.72 2,117,500 4.72 C$ 5.08 - 6.39 7,071,580 3.4 years 5.63 4,185,742 5.94 C$ 7.22 - 8.59 744,000 2.5 years 7.60 482,335 7.72 C$ 8.65 - 10.50 750,000 2.9 years 9.35 486,669 9.26 C$11.10 - 15.77 174,000 1.3 years 12.17 174,000 12.17 ------------------------------------------------------------------------- 16,755,080 3.3 years C$ 4.83 7,937,913 C$ 5.86 ------------------------------------------------------------------------- ------------------------------------------------------------------------- For the three months ended March 31, 2008, the Company recorded $2.3 million (2007 - $1.0 million) of stock-based compensation expense with a corresponding increase in contributed surplus. Of the total stock-based compensation expense, the Company has capitalized $1.6 million for the three month period ended March 31, 2008 (2007 - $0.8 million). The fair value of the options granted in the three months ended March 31, 2008 was estimated to be C$1.34 (2007 - C$2.50) per option, and was determined using the Black-Scholes option pricing model with the following assumptions: expected volatility of 63 percent (2007 - 59 percent), risk-free interest rate of 3.1 percent (2007 - 3.4 percent), and expected lives of 4 years (2007 - 4 years). (c) Contributed surplus: The changes in the contributed surplus balance are as follows: ($ thousands) 2008 2007 ------------------------------------------------------------------------- Balance, beginning of period $ 25,955 $ 19,186 Stock based compensation 2,317 1,014 Options exercised (34) - ------------------------------------------------------------------------- Balance, end of period $ 28,238 $ 20,200 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (d) Per share amounts: The loss per share is based on the weighted average shares outstanding for the period. The basic and diluted weighted average shares outstanding for the three months ended March 31, 2008 was 254,637,492 (2007 - 223,855,219). 5. Financial instruments and capital Fair Value At March 31, 2008 and December 31, 2007 the carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short terms to maturity. The fair value of the convertible debentures at March 31, 2008 was approximately $267.0 million. Foreign Currency Risk The Company is exposed to foreign currency fluctuations as it holds Canadian dollar, British pound, Euro and Algerian Dinar cash and short-term deposits and accounts payable. In addition, a portion of the Company's operating activities are conducted in Canadian dollars and the Algerian Dinar. There are no exchange rate contracts in place. The following balances are denoted in foreign currencies: Canadian Algerian Pounds (thousands) dollar dinar Euro sterling ------------------------------------------------------------------------- March 31, 2008 Cash and cash equivalents 3,449 149,246 127 749 Accounts payable 264 71,862 4 27 --------------------------------------------------- Net foreign exchange exposure 3,185 77,384 123 722 December 31, 2007 Cash and cash equivalents 10,365 238,369 145 310 Accounts payable 539 367,921 5 123 --------------------------------------------------- Net foreign exchange exposure 9,826 (129,552) 140 187 A change in the U.S. dollar compared to the currency in which the above items are denominated results in an increase or decrease in foreign exchange gains or losses. A change in the exchange rates would affect the loss, holding all other variables constant, as follows: Effect of a $0.01 exchange rate change: U.S.-Canadian U.S.-Dinar U.S.-Euro U.S.-Pounds ----------------------------------------------------- Change in the foreign exchange gain (loss) 2008 $ 32 $ 23 $ 1 $ 4 Commodity Risk FCP's net income (loss) is not currently exposed to commodity risk, as the Company is in the pre-production phase. The overall development of Block 405b is exposed to oil, gas and NGL price risks as a significant decrease in prices would affect the economic returns of the Company in the long run. Interest Rate Risk A significant portion of cash and cash equivalents is held in interest bearing investments; a 100 basis point drop in interest rates would decrease interest income in the quarter by approximately $61,000. The convertible debentures bear fixed interest and therefore earnings are not exposed to interest risk. The fair value of the debentures is affected by changes in interest rates. Credit Risk Cash and cash equivalents and accounts receivable, which is predominantly interest earned on cash and cash equivalents, are held in credit rated institutions. Credit risk is assessed to be low given the financial institutions that hold the funds. Liquidity Risk FCP maintains sufficient cash on hand to meet current and forecasted commitments. Spending is increased or decreased to match available funds. Capital Management FCP's capital consists of funds raised through share and debenture issues, and is used to fund the current operations of the Company. The Company monitors forecasted spending, and will raise additional funds as required. FCP is actively seeking project financing to complete the development of Block 405b. 6. Segmented Information The Company's activities are conducted in two geographic segments: Canada and Algeria. All activities relate to exploration and development of petroleum and natural gas in Algeria. Three months ended March 31, 2008 ($ thousands) Canada Algeria Total ------------------------------------------------------------------------- Capital Expenditures ------------------------------------------------------------------------- 2008 $ 104 $ 31,361 $ 31,465 2007 169 49,828 49,997 ------------------------------------------------------------------------- Total Assets ------------------------------------------------------------------------- 2008 $ 270,629 $ 763,970 $ 1,034,599 2007 52,989 590,653 643,642 >>
SOURCE: First Calgary Petroleums Ltd.
Patricia Lew-Lapointe, Manager, Investor Relations, Tel: (403) 450-2030; Other Contacts: James Henderson, Pelham Public Relations, Tel: +44 (0)20 7743 6673; Carina Corbett, 4C - Burvale Limited, Tel: +44 (0) 20 7559 6710; Nominated Advisers: Richard Swindells, David Nabarro, Nabarro Wells & Co. Limited, Tel: +44 (0)20 7634 4705
Copyright (C) 2008 CNW Group. All rights reserved.
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