UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | |
| For the quarterly period ended September 30, 2003 | ||
| or | ||
| o | 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 000-30586 |
Ivanhoe Energy Inc.
(Exact name of registrant as specified in its charter)
| Yukon, Canada (State or other jurisdiction of incorporation or organization) |
98-0372413 (I.R.S. Employer Identification No.) |
Suite 654 – 999 Canada Place
Vancouver, British Columbia, Canada
V6C 3E1
(Address of principal executive office)
(604) 688-8323
(registrant’s telephone number, including area code)
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: Not Applicable
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 þ | No o |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
| Yes þ | No o |
The number of shares of the registrant’s capital stock outstanding as of September 30, 2003 was 156,692,939 Common Shares, no par value.
TABLE OF CONTENTS
| Page | ||||
| PART I | Financial Information | |||
| Item 1. | Financial Statements | |||
| Consolidated Balance Sheets at September 30, 2003 (unaudited) and December 31, 2002 | 3 | |||
| Unaudited Consolidated Statements of Loss and Deficit for the Three and Nine-Month Periods Ended September 30, 2003 and 2002 | 4 | |||
| Unaudited Consolidated Statements of Cash Flow for the Three and Nine-Month Periods Ended September 30, 2003 and 2002 | 5 | |||
| Notes to the Unaudited Consolidated Financial Statements | 6 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risks | 18 | ||
| Item 4. | Controls and Procedures | 18 | ||
| PART II | Other Information | |||
| Item 1. | Legal Proceedings | 19 | ||
| Item 2. | Changes in Securities and Use of Proceeds | 19 | ||
| Item 3. | Defaults Upon Senior Securities | 19 | ||
| Item 4. | Submission of Matters To a Vote of Securityholders | 19 | ||
| Item 5. | Other Information | 19 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 19 |
2
Part I – Financial Information
Item 1. Financial Statements
IVANHOE ENERGY INC.
Consolidated Balance Sheets
(stated in thousands of U.S. Dollars)
| September 30, 2003 | December 31, 2002 | |||||||
| (unaudited) | ||||||||
Assets |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 7,686 | $ | 3,980 | ||||
Accounts receivable |
2,562 | 2,519 | ||||||
Other |
128 | 691 | ||||||
| 10,376 | 7,190 | |||||||
Long term assets |
599 | 462 | ||||||
Oil and gas properties, equipment and GTL investments, net |
102,529 | 99,436 | ||||||
| $ | 113,504 | $ | 107,088 | |||||
Liabilities and Shareholders’ Equity |
||||||||
Current Liabilities |
||||||||
Accounts payable and accrued liabilities |
$ | 4,880 | $ | 4,797 | ||||
Notes payable |
1,000 | 500 | ||||||
Convertible debenture |
— | 1,000 | ||||||
| 5,880 | 6,297 | |||||||
Asset retirement obligation |
510 | 243 | ||||||
Shareholders’ Equity |
||||||||
Share capital, issued 156,693,000 common shares;
December 31, 2002 144,466,000 |
144,347 | 131,112 | ||||||
Deficit |
(37,233 | ) | (30,564 | ) | ||||
| 107,114 | 100,548 | |||||||
| $ | 113,504 | $ | 107,088 | |||||
(see accompanying notes)
3
IVANHOE ENERGY INC.
Unaudited Consolidated Statements of Loss and Deficit
(stated in thousands of U.S. Dollars except share and per share data)
| Three Months | Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Revenue |
||||||||||||||||
Oil and gas revenue |
$ | 2,405 | $ | 2,328 | $ | 7,269 | $ | 5,972 | ||||||||
Interest income |
18 | 22 | 60 | 94 | ||||||||||||
| 2,423 | 2,350 | 7,329 | 6,066 | |||||||||||||
Expenses |
||||||||||||||||
Operating costs |
1,148 | 1,070 | 2,993 | 2,938 | ||||||||||||
General and administrative |
1,566 | 1,095 | 5,098 | 4,083 | ||||||||||||
Depletion and depreciation |
915 | 813 | 2,586 | 2,301 | ||||||||||||
Write down of GTL investments |
— | 2,436 | 3,321 | 2,436 | ||||||||||||
| 3,629 | 5,414 | 13,998 | 11,758 | |||||||||||||
Net Loss |
1,206 | 3,064 | 6,669 | 5,692 | ||||||||||||
Deficit, beginning of period |
36,027 | 26,123 | 30,564 | 23,495 | ||||||||||||
Deficit, end of period |
$ | 37,233 | $ | 29,187 | $ | 37,233 | $ | 29,187 | ||||||||
Net Loss per share |
$ | 0.01 | $ | 0.02 | $ | 0.05 | $ | 0.04 | ||||||||
Weighted Average Number of Shares (in thousands) |
151,088 | 144,631 | 146,940 | 141,546 | ||||||||||||
(see accompanying notes)
4
IVANHOE ENERGY INC.
Unaudited Consolidated Statements of Cash Flow
(stated in thousands of U.S. Dollars)
| Three Months | Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Operating Activities |
||||||||||||||||
Net (loss) |
$ | (1,206 | ) | $ | (3,064 | ) | $ | (6,669 | ) | $ | (5,692 | ) | ||||
Items not requiring use of cash: |
||||||||||||||||
Depletion and depreciation |
915 | 813 | 2,586 | 2,301 | ||||||||||||
Write down of GTL investments |
— | 2,436 | 3,321 | 2,436 | ||||||||||||
Changes in non-cash working capital items |
(1,258 | ) | (757 | ) | 1,101 | (3,133 | ) | |||||||||
| (1,549 | ) | (572 | ) | 339 | (4,088 | ) | ||||||||||
Investing Activities |
||||||||||||||||
Capital spending |
(4,097 | ) | (4,639 | ) | (8,870 | ) | (16,471 | ) | ||||||||
Proceeds from sale of assets |
— | 2,560 | — | 3,760 | ||||||||||||
| (4,097 | ) | (2,079 | ) | (8,870 | ) | (12,711 | ) | |||||||||
Financing Activities |
||||||||||||||||
Shares issued on private placements |
11,603 | — | 11,603 | 9,964 | ||||||||||||
Shares issued on exercise of options |
134 | — | 134 | 119 | ||||||||||||
Proceeds from notes |
— | — | 1,750 | — | ||||||||||||
Payments of notes |
(1,250 | ) | — | (1,250 | ) | — | ||||||||||
| 10,487 | — | 12,237 | 10,083 | |||||||||||||
Increase (decrease) in cash and cash equivalents, for
the period |
4,842 | (2,651 | ) | 3,706 | (6,716 | ) | ||||||||||
Cash and cash equivalents, beginning of period |
2,845 | 5,632 | 3,980 | 9,697 | ||||||||||||
Cash and cash equivalents, end of period |
$ | 7,686 | $ | 2,981 | $ | 7,686 | $ | 2,981 | ||||||||
Included in the above are the following: |
||||||||||||||||
Taxes paid |
$ | — | $ | — | $ | 6 | $ | — | ||||||||
Interest paid |
$ | 43 | $ | 21 | $ | 85 | $ | 56 | ||||||||
Decrease (increase) in non-cash working capital items: |
||||||||||||||||
Accounts receivable |
$ | (423 | ) | $ | (853 | ) | $ | (43 | ) | $ | (960 | ) | ||||
Other current assets |
51 | (503 | ) | 563 | (356 | ) | ||||||||||
Accounts payable and accrued liabilities |
(886 | ) | 599 | 581 | (1,817 | ) | ||||||||||
| $ | (1,258 | ) | $ | (757 | ) | $ | 1,101 | $ | (3,133 | ) | ||||||
(see accompanying notes)
5
Notes to the Consolidated Financial Statements
September 30, 2003
(all tabular amounts are expressed in thousands of U.S. dollars except per share data)
(Unaudited)
1. GENERAL
The unaudited consolidated financial statements have been prepared on a basis consistent with the accounting principles and policies reflected in the December 31, 2002 consolidated financial statements, except for a change in the policy of accounting for asset retirement obligations, and should be read in conjunction therewith. The December 31, 2002 consolidated balance sheet was derived from the audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles (“GAAP”) in Canada and the U.S. All adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as at September 30, 2003 and December 31, 2002 and the results of operations and cash flows for the three and nine-month periods ended September 30, 2003 and 2002 have been included. The results of operations and cash flows are not necessarily indicative of the results for a full year.
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and other disclosures in these consolidated financial statements. Actual results may differ from those estimates.
2. SIGNIFICANT ACCOUNTING POLICIES
Asset Retirement
Prior to January 2003, the Company had estimated its future site restoration and abandonment costs associated with its oil and gas properties and amortized this estimate to operations using the unit-of-production method based upon estimated proved reserves. The provision was included with depletion and depreciation expense.
For fiscal years beginning after January 1, 2004, Canadian GAAP requires that asset retirement costs and liabilities associated with site restoration and abandonment of tangible long-lived assets be initially measured at a fair value which approximates the cost a third party would incur in performing the tasks necessary to retire such assets. The fair value is recognized in the financial statements at the present value of expected future cash outflows to satisfy the obligation. Subsequent to the initial measurement, the effect of the passage of time on the liability for the asset retirement obligation (accretion expense) and the amortization of the asset retirement cost are recognized in the results of operations.
The Company has elected early implementation of this accounting policy. Accordingly, effective January 1, 2003, the Company changed its accounting policy to capitalize asset retirement costs as part of the carrying value of its oil and gas properties and adjusted the amount of its site restoration liability to the present value of the liability for the corresponding asset retirement obligation as of this date. The Company has adopted the policy without retroactive adjustment of prior years because implementation of this change had an immaterial effect on the Company’s financial position and results of operations in prior years or in the current period (See notes 3 and 10).
6
U.S. GAAP for asset retirement obligations conforms in all material respects to Canadian GAAP. Implementation for U.S. GAAP is required for fiscal years beginning after June 2002.
The asset retirement costs are being amortized using the unit of production method based on estimated proved reserves. The amortization expenses and accretion of the liability for the asset retirement obligation are included with depletion and depreciation expense.
3. OIL AND GAS PROPERTIES
Oil and gas properties, equipment and gas-to-liquids (“GTL”) investments are net of accumulated depletion and depreciation of $9.0 million and $6.6 million as well as a provision for impairment of oil and gas properties of $14.0 million as at September 30, 2003 and December 31, 2002, respectively.
Effective January 2003, the Company capitalized $0.3 million as a result of implementation of a new accounting policy on asset retirement obligations. For the three and nine-month periods ended September 30, 2003 $0.1 million of asset retirement costs were capitalized.
In May 2003, discussions were terminated between Qatar Petroleum and the Company in the negotiation of an agreement to develop a block in Qatar’s North Field to produce natural gas liquids and GTL products. As a result, the Company took a charge to income of $3.3 million for the write down of its investment in Qatar.
4. DERIVATIVE ACTIVITIES
The Company’s results of operations are sensitive mainly to fluctuations in oil and natural gas prices. The Company may periodically use different types of derivative instruments to manage its exposure to price volatility, thus mitigating fluctuations in commodity-related cash flows.
The Company entered into a costless collar derivative to hedge its cash flow from the sale of 500 barrels of oil production per day over two six-month periods starting October 2002 and June 2003. The derivatives have ceiling prices of $30.45 and $28.95 per barrel for the June 2003 and October 2002 contracts, respectively, and a floor price of $24.00 per barrel using WTI as the index traded on the NYMEX. Gains and losses on derivatives are recognized in earnings as they are realized. For the nine-month period ended September 30, 2003, the Company had realized losses of $0.2 million on derivative transactions. The Company had no realized derivative losses for the three-month period ended September 30, 2003. The derivative losses are included in oil and gas revenue.
7
5. SEGMENT INFORMATION
The following tables present the Company’s interim segment information for the three and nine-month periods ended September 30:
| Nine Month Periods Ended September 30, | |||||||||||||||||||||||||
| 2003 | 2002 | ||||||||||||||||||||||||
| U.S. | China | Total | U.S. | China | Total | ||||||||||||||||||||
Oil and gas revenue |
$ | 4,074 | $ | 3,195 | $ | 7,269 | $ | 3,759 | $ | 2,213 | $ | 5,972 | |||||||||||||
Interest income |
60 | — | 60 | 94 | — | 94 | |||||||||||||||||||
| 4,134 | 3,195 | 7,329 | 3,853 | 2,213 | 6,066 | ||||||||||||||||||||
Operating costs |
1,643 | 1,350 | 2,993 | 1,880 | 1,058 | 2,938 | |||||||||||||||||||
Depletion and depreciation |
1,576 | 1,010 | 2,586 | 1,415 | 886 | 2,301 | |||||||||||||||||||
| 3,219 | 2,360 | 5,579 | 3,295 | 1,944 | 5,239 | ||||||||||||||||||||
Segment income before the following |
$ | 915 | $ | 835 | 1,750 | $ | 558 | $ | 269 | 827 | |||||||||||||||