 | NEWS RELEASE |
FOR IMMEDIATE RELEASE – May 4, 2004 |
FOR: | PETROKAZAKHSTAN INC. |
SUBJECT: | Financial Results for the First Quarter Ending March 31, 2004 |
CALGARY, Alberta – PetroKazakhstan Inc. (“PetroKazakhstan” or the “Company”) announces its financial results for the three months ending March 31, 2004.All amounts are expressed in U.S. dollars unless otherwise indicated.
HIGHLIGHTS:
| l | Net income per fully diluted share increased by 30.1% over the first quarter of 2003 |
| | Record quarterly cash flow |
| | Transportation differential significantly reduced due to KAM pipeline, use of CPC and sales to Iran |
| | Four production wells drilled in the Kyzylkiya area. Extension of the Kyzylkiya field confirmed through drilling in the new Kolzhan license |
| | Acquisition of new exploration acreage |
| | Substantial Issuer Bid announced to repurchase C$160 million of common shares |
FINANCIAL HIGHLIGHTS:
(in millions of US$ except per share amounts) | | Three Months ended March 31 |
| | 2004 | | 2003 | |
| |
| |
| |
Gross Revenue | | $ | 321.5 | | $ | 248.9 | |
Net income | | | 87.5 | | | 68.6 | |
Per share (basic) | | | 1.11 | | | 0.87 | |
Per share (diluted) | | | 1.08 | | | 0.83 | |
Cash flow | | | 114.7 | | | 88.9 | |
Per share (basic) | | | 1.46 | | | 1.12 | |
Per share (diluted) | | | 1.42 | | | 1.08 | |
Weight Average Shares Outstanding | | | | | | | |
Basic | | | 78,742,750 | | | 79,082,439 | |
Diluted | | | 80,658,736 | | | 82,358,224 | |
Shares Outstanding at End of Period | | | 79,865,009 | | | 79,028,539 | |
PetroKazakhstan is pleased to announce its financial results for the first quarter of 2004 with $87.5 million of net income, a 27.6% increase over the first quarter of 2003 and $114.7 million of cash flow, a 29.0% increase over the first quarter of 2003.
Net income and cash flow per share (diluted) increased by 30.1% and 31.5% respectively.
SUBSTANTIAL ISSUER BID/ POTENTIAL ACQUISITIONS
With a view to making a special distribution to its shareholders in the most efficient means possible, the Board of Directors has determined that the company will return to shareholders up to C$160 million by way of a substantial issuer bid to be conducted in the form of a modified “Dutch auction”.
The bid will seek to repurchase C$160 million worth of shares at the resultant auction price. The auction pricing range will set a minimum price of C$40.00. The auction will be conducted with bid price increments of C$0.10 above the minimum price.
The Company has applied to securities regulators in both Canada and the United States to obtain certain exemptive relief in connection with the bid and will commence the bid once approval is granted by regulators in both countries. The Company currently expects to receive such approvals in the next few weeks. PetroKazakhstan will be making an announcement of the terms and conditions of the bid when such approvals have been granted and will mail the bid documents as soon as practicable thereafter.
Considering available cash and credit lines, this share repurchase will not affect the ability of the Company to finance in due course a potential material acquisition, based on the size of potential targets currently under review. In this regard, the Company is in advanced conversations for the purchase of the 50% interest in the Kazgermunai Joint Venture, which it does not currently own and is seeking the necessary consents for the potential transaction.
UPSTREAM OPERATIONS REVIEW
Production
During the first quarter of 2004, PetroKazakhstan’s production volumes totaled 12.86 million barrels or an average of 142,919 barrels of oil per day (“bopd”) representing an increase of 1.5% over the firstquarter 2003 production of 140,765 bopd and a 13.2% decrease over the fourth quarter of 2003 production rates of 164,559 bopd. Throughout the quarter, 19 Kumkol South wells remained shut in while amutually acceptable resolution was sought with the neighbouring license holder Turgai Petroleum on operating conditions of wells located at the border between Kumkol South and Kumkol North. Atechnical regime was approved by the Regulatory Authorities of Kazakhstan in April and 17 of the wells are returning to production.
As a result of production loss to date at Kumkol and continued shut in of two wells, the company has revised its forecast of average production for year 2004 to a range of 160,000 bopd to 165,000 bopd.
Field Developments
Four production wells were drilled in the Kyzylkiya field this quarter. In addition, a well was drilled, tested and brought on production at 700 bopd from the recently acquired Kolzhan license. This well hasconfirmed a northern extension of the Kyzylkiya field; up to three further delineation wells will be drilled this year.
In the Maibulak field a series of wells have been fracture stimulated resulting in improving production rates from 150 to 900 bopd. In addition, water injection facilities have been installed and are in operation,providing reservoir pressure maintenance and 100% voidage replacement.
A gas injection system for the Aryskum field development has been designed and is under construction for completion in the second quarter of 2004. Preparations have been made for this year’s drillingcampaign of up to 16 new production wells in Aryskum, which may include a horizontal well for enhanced production and reserves exploitation.
Development of and production from the East Kumkol field is expected to recommence in the third quarter of 2004. This is subject to government approvals and conclusion of joint venture agreementswith Turgai Petroleum as the field discovered by PetroKazakhstan extends into the Kumkol North license area.
Kumkol North development continues with further well drilling and additional separation and water injection facilities to increase production up to 76,000 bopd (gross) in 2004.
Exploration and Appraisal
A deep exploration well drilled to 3,250 meters on the Dongelek prospect, north of the Kumkol field, is the first exploration well drilled into the southern portion of the Saralyn graben to the deeper horizons. Although the well was dry, oil shows were encountered confirming the presence of hydrocarbons, which will lead to further evaluation of the prospectivity of the graben.
In March, a well was spudded on the Aryskum license to explore for hydrocarbons in horizons deeper than the main Aryskum reservoir, which could extend throughout the field. These primary deeperhorizons have still to be penetrated but already some upper sands have been encountered which, if confirmed by well logging, could be tested to determine commerciality. Already the results appear toindicate the need for other wells to investigate these previously undetermined sands. The current well should reach a total depth of 4,450 meters in early May.
Further enhanced seismic interpretation of the North Nurali field has commenced along with the installation of temporary single well production units to continue the testing and appraisal of the reservoir.The pilot production phase will involve production from five North Nurali wells in 2004. In addition, two further delineation wells are planned in the second half of the year.
New Exploration Lands
PetroKazakhstan has been awarded two exploration areas to the north and to the south of the main Kyzylkiya field totaling 146 km2. The northern area is adjacent to the Kolzhan license (referred to above) and completes the land acquisition of the extension to the main Kyzylkiya oilfield. In addition, the Company considers there to be upside potential in the Kumkol formation, which underlies the main formation in this location. A well will soon be testing the prospectivity of this deeper formation. The Company also considers there to be a small satellite to the northern field extension lying approximately two kilometers to the east. The southern area contains potential flank satellite pools similar to those of the main Kyzylkiya field. 3D seismic will be acquired in this area in 2004.
PetroKazakhstan has now received regulatory approval for becoming a 75% equity partner in License 951-D, which covers two blocks (the Doshan block and the Zhamansu block) in the South Turgai Basin over a total area of 4,290 km2. Four hundred and fifty kilometers of 2D seismic data have been acquired over the two blocks. An exploration well was spudded in the northern Doshan block south of the Aryskum field and is currently drilling. Two wells are planned in the southern Zhamansu block later in 2004.
Exploitation of Gas Resources
Following the completion of the 55-megawatt power plant in Kumkol, which exploits part of the gas previously flared from Kumkol South, South Kumkol and Kumkol North reservoirs, PetroKazakhstan continues to assess additional methods to increase gas utilization.
Evaluation has started on the feasibility of gas usage for miscible hydrocarbon injection for Enhanced Oil Recovery. A pilot project is being designed for one of the Kumkol fields. In parallel, assessment is being made of a Liquefied Petroleum Gas (LPG) facility in Kumkol.
As a 50% partner in the Kazgermunai Joint Venture, PetroKazakhstan is also participating in Kazgermunai’s LPG extraction plant for the Akshabulak field. The 30 mmscfd plant will provide 2,900 bopd of LPG and 600 bopd of condensate. The dry gas will be provided to the city of Kyzylorda through a pipeline to be constructed by KazTransGas.
CRUDE OIL MARKETING & TRANSPORTATION
Crude Oil Logistics
Volumes shipped during the first quarter of 2004 amounted to 7.44 million barrels (962 thousand tonnes) compared to 5.24 million barrels (678 thousand tonnes) during the same period in 2003 representing an increase of 42.0%. This was due to a combination of a greater number of available routes, the additional capacity provided by the KAM pipeline and Dzhusaly terminal and less severe winter weather problems in the region. Dzhusaly, which was not operational during the first quarter of 2003, represented 70% of export shipments during the first quarter of 2004.
Although there were some shipping delays experienced by vessels passing through the Bosphorous straits due to tighter night time regulations by the Turkish authorities, generally the level of delaysseen in 2003 were not experienced during the first quarter of 2004.
Operational problems with the pipeline connecting Kumkol to the Atasu terminal, which is the most economic route for deliveries to China, restricted the volume that could be transshipped throughthis terminal. Limited shipments by rail from PetroKazakhstan rail-loading terminal at Tekesu were made to partly compensate for this.
Monthly shipments via the CPC pipeline achieved 99.9% of their contractual limit by the final month of the quarter. CPC was not an available option during the first quarter of 2003.
Deliveries to the Rey terminal at the Tehran refinery in Iran grew steadily throughout the quarter and are expected to reach their contractual limit mid 2004, once the remaining modifications to the discharge facilities at Rey are completed.
Crude Oil Prices and Transportation Differentials
International crude oil prices remained buoyant during the first quarter of 2004. Average prices for Brent under Platts quotations were $32.03 per barrel for the first quarter of 2004 compared to $31.49 perbarrel in the same period of 2003. Volatility remained high with a spread between the minimum and maximum quotations of $3.00 per barrel during the first three months of 2004. The comparable figure in 2003 was $2.19 per barrel.
Net Returns measured at the Kumkol field gate per barrel improved as a result of substantial reductions on transportation differentials.
REFINING AND REFINED PRODUCT SALES
Refinery operations were stable throughout the quarter. The volumes processed at the refinery returned to more normal levels during the first quarter of 2004. Processing at the refinery during the firstquarter of 2003 was higher than normal as a result of crude oil export restrictions during the period of severe weather disruptions. Consequently, refined product sales were reduced from 965 thousandtonnes during the first quarter of 2003 to 776 thousand tonnes during the first quarter of 2004.
The production of VGO was halted during the first quarter as VGO was classified as a diesel under customs classification and was subject to an export ban during the spring agricultural season.Negotiations were successfully held with the authorities and VGO has been de-classified as a diesel product and will no longer be subject to export restrictions. VGO production will re-commence in thesecond quarter of 2004 and the sales values of the volumes produced and shipped in the first quarter will be reflected in the second quarter results.
MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)
A full MD&A of the First Quarter of 2004 is available on the Company’s website and can also be obtained on application from the Company.
PetroKazakhstan Inc. is a vertically integrated, international energy company, celebrating its seventh year of operations in the Republic of Kazakhstan. It is engaged in the acquisition, exploration,development and production of oil and gas, refining of oil and the sale of oil and refined products.
PetroKazakhstan shares trade on the New York Stock Exchange, The Toronto Stock Exchange, the London Stock Exchange, and the Frankfurt exchange under the worldwide symbol PKZ. The Company’s website can be accessed atwww.petrokazakhstan.com.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.
For further information please contact:
Nicholas H. Gay Senior Vice President Finance and CFO +44 (1753) 410-020 +44 77-48-633-226 (cell) | Ihor P. Wasylkiw Vice President Investor Relations +1 (403) 221-8658 +1 (403) 383-2234 (cell) | Jeffrey D. Auld Manager Investor Relations-Europe + 44 (1753) 410-020 + 44 79-00-891-538 (cell) |
This news release contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. You are referred to our Annual Report on Form 40-F and our other filings with the U.S. Securities and Exchange Commission and the Canadian securities commissions for a discussion of the various factors that may affect our future performance and other important risk factors concerning us and our operations.
INTERIM CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
THREE MONTHS ENDED MARCH 31
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
UNAUDITED
| | Three months ended |
| | | March 31, 2004 | | | March 31, 2003 | |
| |
| |
| |
REVENUE | | | | | | | |
Crude oil | | | 207,478 | | | 142,242 | |
Refined products | | | 110,892 | | | 102,955 | |
Service fees | | | 2,668 | | | 1,546 | |
Interest income | | | 443 | | | 2,180 | |
| |
| |
| |
| | | 321,481 | | | 248,923 | |
| |
| |
| |
EXPENSES | | | | | | | |
Production | | | 21,447 | | | 17,256 | |
Royalties and taxes | | | 20,381 | | | 11,803 | |
Transportation | | | 64,079 | | | 55,003 | |
Refining | | | 3,908 | | | 3,352 | |
Crude oil and refined product purchases | | | 33,556 | | | 9,370 | |
Selling | | | 8,457 | | | 5,471 | |
General and administrative | | | 13,243 | | | 12,977 | |
Interest and financing costs | | | 7,403 | | | 14,772 | |
Depletion and depreciation | | | 21,333 | | | 17,628 | |
Foreign exchange gain | | | (4,684 | ) | | (2,098 | ) |
| |
| |
| |
| | | 189,123 | | | 145,534 | |
| |
| |
| |
INCOME BEFORE INCOME TAXES | | | 132,358 | | | 103,389 | |
| |
| |
| |
INCOME TAXES (Note 8) | | | | | | | |
Current provision | | | 45,359 | | | 36,172 | |
Future income tax | | | (1,134 | ) | | (1,985 | ) |
| |
| |
| |
| | | 44,225 | | | 34,187 | |
| |
| |
| |
NET INCOME BEFORE NON-CONTROLLING INTEREST | | | 88,133 | | | 69,202 | |
| | | | | | | |
NON-CONTROLLING INTEREST | | | 648 | | | 650 | |
| |
| |
| |
NET INCOME | | | 87,485 | | | 68,552 | |
| | | | | | | |
RETAINED EARNINGS, BEGINNING OF YEAR | | | 378,819 | | | 73,151 | |
| | | | | | | |
Normal course issuer bid | | | - | | | (792 | ) |
Preferred share dividends | | | (9 | ) | | (8 | ) |
| |
| |
| |
RETAINED EARNINGS, END OF PERIOD | | | 466,295 | | | 140,903 | |
| |
| |
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BASIC NET INCOME PER SHARE (Note 9) | | | 1.11 | | | 0.87 | |
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| |
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DILUTED NET INCOME PER SHARE (Note 9) | | | 1.08 | | | 0.83 | |
| |
| |
| |
See accompanying notes to the interim consolidated financial statements.
INTERIM CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
UNAUDITED
| | | As at March 31, 2004 | | As at December 31, 2003 |
| |
| | | |
| |
ASSETS | | | | | | | | | |
CURRENT | | | | | | | | | |
Cash | | | 206,485 | | | | | 184,660 | |
Accounts receivable | | | 174,675 | | | | | 150,293 | |
Inventory | | | 52,958 | | | | | 36,920 | |
Prepaid expenses | | | 37,476 | | | | | 44,901 | |
Current portion of future income tax asset | | | 16,305 | | | | | 14,697 | |
| |
| | | |
| |
| | | 487,899 | | | | | 431,471 | |
| | | | | | | | | |
Deferred charges | | | 6,318 | | | | | 6,729 | |
Restricted cash (Note 5) | | | 36,868 | | | | | 35,468 | |
Future income tax asset | | | 25,262 | | | | | 25,466 | |
Property, plant and equipment | | | 555,940 | | | | | 542,317 | |
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| | | |
| |
TOTAL ASSETS | | | 1,112,287 | | | | | 1,041,451 | |
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| | | |
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LIABILITIES | | | | | | | | | |
CURRENT | | | | | | | | | |
Accounts payable and accrued liabilities | | | 98,846 | | | | | 88,422 | |
Short-term debt (Note 6) | | | 46,173 | | | | | 73,225 | |
Prepayments for crude oil and refined products | | | 13,708 | | | | | 6,652 | |
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| | | |
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| | | 158,727 | | | | | 168,299 | |
Long-term debt | | | 233,728 | | | | | 246,655 | |
Asset retirement obligations (Note 2) | | | 29,233 | | | | | 28,625 | |
Future income tax liability | | | 13,274 | | | | | 13,012 | |
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| | | |
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| | | 434,962 | | | | | 456,591 | |
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| | | |
| |
Non-controlling interest | | | 13,739 | | | | | 13,091 | |
Preferred shares of subsidiary | | | 80 | | | | | 80 | |
COMMITMENTS AND CONTINGENCIES (Note 12) | | | | | | | | | |
| | | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | |
Share capital (Note 7) | | | 195,272 | | | | | 191,695 | |
Contributed surplus | | | 1,939 | | | | | 1,175 | |
Retained earnings | | | 466,295 | | | | | 378,819 | |
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| | | |
| |
| | | 663,506 | | | | | 571,689 | |
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| | | |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | 1,112,287 | | | | | 1,041,451 | |
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| | | |
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See accompanying notes to the interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
THREE MONTHS ENDED MARCH 31
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
UNAUDITED
| | Three months ended |
| | | March 31, 2004 | | | March 31, 2003 | |
| |
| |
| |
OPERATING ACTIVITIES | | | | | | | |
Net income | | | 87,485 | | | 68,552 | |
Items not affecting cash: | | | | | | | |
Depletion and depreciation | | | 21,333 | | | 17,628 | |
Amortization of deferred charges | | | 387 | | | 2,693 | |
Non-controlling interest | | | 648 | | | 650 | |
Other non-cash charges | | | 5,961 | | | 1,336 | |
Future income tax | | | (1,134 | ) | | (1,985 | ) |
| |
| |
| |
Cash flow | | | 114,680 | | | 88,874 | |
| | | | | | | |
Changes in non-cash operating working capital items | | | (19,560 | ) | | 15,904 | |
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| |
| |
Cash flow from operating activities | | | 95,120 | | | 104,778 | |
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FINANCING ACTIVITIES | | | | | | | |
Short-term debt | | | (24,494 | ) | | 50,502 | |
Purchase of common shares | | | - | | | (1,032 | ) |
Long-term debt | | | (15,933 | ) | | 64,110 | |
Deferred charges paid | | | - | | | (2,451 | ) |
Proceeds from issue of share capital, net of share issuance costs | | | 3,577 | | | 450 | |
Preferred share dividends | | | (9 | ) | | (8 | ) |
| |
| |
| |
Cash flow from financing activities | | | (36,859 | ) | | 111,571 | |
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| |
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INVESTING ACTIVITIES | | | | | | | |
Capital expenditures | | | (35,036 | ) | | (47,100 | ) |
Restricted cash | | | (1,400 | ) | | - | |
Purchase of preferred shares of subsidiary | | | - | | | (2 | ) |
| |
| |
| |
Cash flow used in investing activities | | | (36,436 | ) | | (47,102 | ) |
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INCREASE IN CASH | | | 21,825 | | | 169,247 | |
| | | | | | | |
CASH, BEGINNING OF PERIOD | | | 184,660 | | | 74,796 | |
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| |
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CASH, END OF PERIOD | | | 206,485 | | | 244,043 | |
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| |
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See accompanying notes to the interim consolidated financial statements.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS TABULAR AMOUNTS IN THOUSANDS OF DOLLARS,
UNLESS OTHERWISE INDICATED)
UNAUDITED
1 | SIGNIFICANT ACCOUNTING POLICIES |
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| The interim consolidated financial statements of PetroKazakhstan Inc. (“PetroKazakhstan” or the “Corporation”) have been prepared by management in accordance with generally accepted accounting principles in Canada. Its main operating subsidiaries are PetroKazakhstan Kumkol Resources ("PKKR") and PetroKazakhstan Oil Products ("PKOP").Certain information and disclosures normally required to be included in the notes to the annual financial statements have been omitted or condensed. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in PetroKazakhstan’s Annual Report for the year ended December 31, 2003. The accounting principles applied are consistent with those as set out in the Corporation’s annual financial statements for the year ended December 31, 2003, except for the changein accounting standards as described in Note 2. |
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| The presentation of certain amounts for previous periods has been changed to conform with the presentation adopted for the current period. |
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2 | CHANGE IN ACCOUNTING STANDARDS |
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| Asset Retirement Obligations |
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| Effective January 1, 2004, the Corporation adopted the new recommendation of the Canadian Institute of Chartered Accountants (“CICA”) regarding asset retirement obligations. Thisnew standard changes the method of estimating and accounting for future site restoration costs. Total estimated asset retirement obligations are discounted to estimate the fair value ofthe obligation and recorded as a liability when the related assets are constructed and commissioned. The fair value increases the value of property, plant and equipment and is depletedover the life of the asset. Accretion expense, resulting from the changes in the present value of the liability due to the passage of time is recorded as part of interest and financing costs. |
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| Estimated cash flows are discounted at 8.5%. The total undiscounted estimated cash flows required to settle the obligations is $73.0 million with the expenditures being incurred overten years commencing in 2014. |
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The new standard has been applied retroactively, and the financial statements of prior periods have been restated.
Adoption of the new standard of accounting for asset retirement obligations resulted in the following changes in the consolidated balance sheet and statement of income and retained earnings.
Changes in consolidated balance sheets:
Increase / (decrease)
| | | As at March 31, 2004 | | | As at December 31, 2003 | |
| |
| |
| |
Future income tax asset | | | 806 | | | 651 | |
Property, plant and equipment | | | 15,000 | | | 15,181 | |
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| |
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Total assets | | | 15,806 | | | 15,832 | |
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Asset retirement obligations | | | 22,667 | | | 22,058 | |
Retained earnings | | | (6,861 | ) | | (6,226 | ) |
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Total liabilities and shareholders' equity | | | 15,806 | | | 15,832 | |
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Changes in consolidated statements of income and retained earnings for the three months ended March 31, 2004 and 2003:
Increase / (decrease)
| | Three months ended March 31 |
| | | 2004 | | | 2003 | |
| |
| |
| |
Interest and financing costs | | | 608 | | | 513 | |
Depletion and depreciation | | | 181 | | | (1,086 | ) |
| |
| |
| |
Income before income taxes | | | 789 | | | 573 | |
Income taxes | | | 154 | | | 245 | |
| |
| |
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Net income | | | (635 | ) | | 328 | |
| |
| |
| |
Basic net income per share | | | (0.01 | ) | | 0.01 | |
Diluted net income per share | | | (0.01 | ) | | - | |
The change in asset retirement obligations is as follows:
Asset retirement obligations liability as at January 1, 2003 | | | | |
Revisions | | | 3,670 | |
Accretion expense | | | 2,124 | |
Settlements | | | - | |
| |
| |
Asset retirement obligations liability as at January 1, 2004 | | | 28,625 | |
Revisions | | | - | |
Accretion expense | | | 608 | |
Settlements | | | - | |
| |
| |
Asset retirement obligations liability as at March 31, 2004 | | | 29,233 | |
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| Full Cost Accounting In September 2003 the CICA issued Accounting Guideline 16 "Oil and Gas Accounting - Full Cost" ("AcG 16"), which replaced Accounting Guideline 5 "Full Cost Accounting in the Oil and Gas Industry" ("AcG 5"). The most significant change between AcG 16 and AcG 5 is that under AcG 16 the carrying value of oil and gas properties should not exceed their fair value. The fair value is equal to estimated future cash flows from proved and probable reserves using future price forecasts and costs discounted at a risk-free rate. This differs from the cost recovery ceiling test under AcG 5 that used undiscounted cash flows, and constant prices, less general and administrative, financing costs and taxes. The Corporation adopted AcG 16 effective January 1, 2004 and as at March 31, 2004 there were no indications of impairment.
Impairment of Long-Lived Assets Effective January 1, 2004, the Corporation adopted the new recommendation of the CICA on impairment of long-lived assets issued in December 2002. This recommendation provides guidance on the recognition, measurement and disclosure of impairment of long-lived assets. There is a requirement to recognize an impairment loss for a long-lived asset when its carrying amount exceeds the sum ofthe undiscounted cash flows expected from its use and eventual disposition. The impairment loss is measured as the amount by which carrying amount of the asset exceeds its fair value. As at March 31, 2004 there were no indications of impairment of long-lived assets.
Hedge Accounting Effective January 1, 2004, the Corporation adopted Accounting Guideline 13 "Hedging Relationships" (AcG 13"). AcG 13 provides guidance regarding the identification, designation, documentationand effectiveness of hedging relationships for the purposes of applying hedge accounting. This guideline establishes certain conditions for when hedge accounting may be applied. The Corporation has applied hedge accounting for the financial instruments disclosed in Note 10. |
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3 | SEGMENTED INFORMATION |
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| On a primary basis the business segments are: |
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| l | Upstream comprising the exploration, development and production of crude oil and natural gas. |
| l | Downstream comprising refining and the marketing and transportation of refined products and the management of the marketing and transportation of crude oil. |
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| Upstream results include revenue from crude oil sales to Downstream, reflected as crude oil purchases in Downstream, as this presentation properly reflects segment results. This revenueis eliminated on consolidation. |
Three months ended March 31, 2004 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Upstream | | | Downstream | | | Corporate | | | Eliminations | | | | Consolidated | |
REVENUE | | | | | | | | | | | | | | | | | |
Crude oil | | | 224,136 | | | - | | | - | | | (16,658 | ) | | | 207,478 | |
Refined products | | | 30,864 | | | 91,974 | | | - | | | (11,946 | ) | | | 110,892 | |
Service fee | | | 2,417 | | | 180 | | | 71 | | | - | | | | 2,668 | |
Interest income | | | 132 | | | 34 | | | 277 | | | - | | | | 443 | |
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| | |
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| | | 257,549 | | | 92,188 | | | 348 | | | (28,604 | ) | | | 321,481 | |
| |
| |
| |
| |
| | |
| |
EXPENSES | | | | | | | | | | | | | | | | | |
Production | | | 21,447 | | | - | | | - | | | - | | | | 21,447 | |
Royalties and taxes | | | 16,510 | | | 3,871 | | | - | | | - | | | | 20,381 | |
Transportation | | | 64,079 | | | - | | | - | | | - | | | | 64,079 | |
Refining | | | - | | | 3,908 | | | - | | | - | | | | 3,908 | |
Crude oil and refined product purchases | | | 34,980 | | | 27,180 | | | - | | | (28,604 | ) | | | 33,556 | |
Selling | | | 4,125 | | | 4,332 | | | - | | | - | | | | 8,457 | |
General and administrative | | | 7,343 | | | 3,364 | | | 2,536 | | | - | | | | 13,243 | |
Interest and financing costs | | | 6,934 | | | 469 | | | - | | | - | | | | 7,403 | |
Depletion and depreciation | | | 16,153 | | | 4,869 | | | 311 | | | - | | | | 21,333 | |
Foreign exchange loss (gain) | | | 8,472 | | | (13,610 | ) | | 454 | | | - | | | | (4,684 | ) |
| |
| |
| |
| |
| | |
| |
| | | 180,043 | | | 34,383 | | | 3,301 | | | (28,604 | ) | | | 189,123 | |
| |
| |
| |
| |
| | |
| |
INCOME (LOSS) BEFORE INCOME TAXES | | | 77,506 | | | 57,805 | | | (2,953 | ) | | - | | | | 132,358 | |
| |
| |
| |
| |
| | |
| |
INCOME TAXES | | | | | | | | | | | | | | | | | |
Current provision | | | 31,908 | | | 11,883 | | | 1,568 | | | - | | | | 45,359 | |
Future income tax | | | (6,011 | ) | | 4,877 | | | - | | | - | | | | (1,134 | ) |
| |
| |
| |
| |
| | |
| |
| | | 25,897 | | | 16,760 | | | 1,568 | | | - | | | | 44,225 | |
NON-CONTROLLING INTEREST | | | - | | | 648 | | | - | | | - | | | | 648 | |
| |
| |
| |
| |
| | |
| |
NET INCOME (LOSS) | | | 51,609 | | | 40,397 | | | (4,521 | ) | | - | | | | 87,485 | |
| |
| |
| |
| |
| | |
| |
Revenue eliminations are intersegment revenue.
Three months ended March 31, 2004 | | | | Export | | Domestic | | | | | Consolidated |
| | | | | | | | | | | |
Crude oil | | | | 190,334 | | 17,144 | | | | | 207,478 |
Refined products | | | | 32,392 | | 78,500 | | | | | 110,892 |
As at March 31, 2004 | | Upstream | | Downstream | | Corporate | | | | | Consolidated |
| | | | | | | | | | | |
Total assets | | 798,430 | | 171,311 | | 142,546 | | | | | 1,112,287 |
Total liabilities | | 391,518 | | 50,870 | | 6,393 | | | | | 448,781 |
Capital expenditures in the period | | 35,575 | | 3,268 | | 282 | | | | | 39,125 |
Three months ended March 31, 2003 | | | | | | | | | |
| | | Upstream | | | Downstream | | | Corporate | | | Eliminations | | | Consolidated | |
REVENUE | | | | | | | | | | | | | | | | |
Crude oil | | | 176,459 | | | - | | | - | | | (34,217 | ) | | 142,242 | |
Refined products | | | 670 | | | 103,689 | | | - | | | (1,404 | ) | | 102,955 | |
Service fee | | | 691 | | | 847 | | | 8 | | | - | | | 1,546 | |
Interest income | | | 1,830 | | | 42 | | | 308 | | | - | | | 2,180 | |
| |
| |
| |
| |
| |
| |
| | | 179,650 | | | 104,578 | | | 316 | | | (35,621 | ) | | 248,923 | |
| |
| |
| |
| |
| |
| |
EXPENSES | | | | | | | | | | | | | | | | |
Production | | | 17,256 | | | - | | | - | | | - | | | 17,256 | |
Royalties and taxes | | | 9,415 | | | 2,388 | | | - | | | - | | | 11,803 | |
Transportation | | | 55,027 | | | (24 | ) | | - | | | - | | | 55,003 | |
Refining | | | - | | | 3,352 | | | - | | | - | | | 3,352 | |
Crude oil and refined product purchases | | | 2,104 | | | 42,887 | | | - | | | (35,621 | ) | | 9,370 | |
Selling | | | 2,017 | | | 3,454 | | | - | | | - | | | 5,471 | |
General and administrative | | | 7,788 | | | 4,166 | | | 1,023 | | | - | | | 12,977 | |
Interest and financing costs | | | 5,567 | | | 487 | | | 8,718 | | | - | | | 14,772 | |
Depletion and depreciation | | | 12,932 | | | 4,670 | | | 26 | | | - | | | 17,628 | |
Foreign exchange loss (gain) | | | (1,374 | ) | | (966 | ) | | 242 | | | - | | | (2,098 | ) |
| |
| |
| |
| |
| |
| |
| | | 110,732 | | | 60,414 | | | 10,009 | | | (35,621 | ) | | 145,534 | |
| |
| |
| |
| |
| |
| |
INCOME (LOSS) BEFORE INCOME TAXES | | | 68,918 | | | 44,164 | | | (9,693 | ) | | - | | | 103,389 | |
| |
| |
| |
| |
| |
| |
INCOME TAXES | | | | | | | | | | | | | | | | |
Current provision | | | 24,169 | | | 11,771 | | | 232 | | | - | | | 36,172 | |
Future income tax | | | (1,969 | ) | | (16 | ) | | - | | | - | | | (1,985 | ) |
| |
| |
| |
| |
| |
| |
| | | 22,200 | | | 11,755 | | | 232 | | | - | | | 34,187 | |
| | | | | | | | | | | | | | | | |
NON-CONTROLLING INTEREST | | | - | | | 650 | | | - | | | - | | | 650 | |
| |
| |
| |
| |
| |
| |
NET INCOME (LOSS) | | | 46,718 | | | 31,759 | | | (9,925 | ) | | - | | | 68,552 | |
| |
| |
| |
| |
| |
| |
Included in Upstream crude oil revenue are sales to one customer in the amount of $27.3 million. Revenue eliminations are intersegment revenue.
Three months ended March 31, 2003 | | | | Export | | Domestic | | | | | Consolidated |
| | | | | | | | | | | |
Crude oil | | | | 142,242 | | - | | | | | 142,242 |
Refined products | | | | 21,869 | | 81,086 | | | | | 102,955 |
As at March 31, 2003 | | Upstream | | Downstream | | Corporate | | | | | Consolidated |
| | | | | | | | | | | |
Total assets | | 685,378 | | 187,396 | | 29,129 | | | | | 901,903 |
Total liabilities | | 488,199 | | 62,952 | | 9,624 | | | | | 560,775 |
Capital expenditures in the period | | 44,571 | | 5,591 | | 159 | | | | | 50,321 |
4 | JOINT VENTURES |
| |
| The Corporation has the following interests in two joint ventures: |
| |
| a) | a 50% equity shareholding with equivalent voting power in Turgai Petroleum CJSC (“Turgai”), which operates the northern part of the Kumkol field in Kazakhstan. |
b) | a 50% equity shareholding with equivalent voting power in LLP Kazgermunai (“Kazgermunai”), which operates three oil fields in Kazakhstan: Akshabulak, Nurali and Aksai. |
| The following amounts are included in the Corporation’s consolidated financial statements as a result of the proportionate consolidation of its joint ventures before consolidation eliminations: |
Three months ended March 31, 2004 | Turgai | Kazgermunai | Total |
| | | |
Cash | 18,681 | 28,010 | 46,691 |
Current assets, excluding cash | 41,570 | 35,994 | 77,564 |
Property, plant and equipment, net | 81,831 | 65,725 | 147,556 |
Current liabilities | 79,880 | 13,900 | 93,780 |
Long-term debt | - | 38,353 | 38,353 |
Revenue | 59,635 | 38,535 | 98,170 |
Expenses | 41,279 | 22,929 | 64,208 |
Net income | 18,356 | 15,606 | 33,962 |
Cash flow from operating activities | 11,260 | 19,780 | 31,040 |
Cash flow used in financing activities | - | - | - |
Cash flow used in investing activities | (949) | (2,203) | (3,152) |
| Revenue for the three months ended March 31, 2004 includes $10.3 million of crude oil sales made by Turgai to Downstream. This amount was eliminated on consolidation. |
Three months ended March 31, 2003 | Turgai | Kazgermunai | Total |
| | | |
Cash | 150 | 11,708 | 11,858 |
Current assets, excluding cash | 7,205 | 14,661 | 21,866 |
Property, plant and equipment | 52,024 | 60,935 | 112,959 |
Current liabilities | 18,607 | 3,073 | 21,680 |
Long-term debt | - | 46,078 | 46,078 |
Revenue | 30,216 | 22,134 | 52,350 |
Expenses | 22,559 | 12,689 | 35,248 |
Net income | 7,657 | 9,445 | 17,102 |
Cash flow from operating activities | 10,059 | 12,763 | 22,822 |
Cash flow used in financing activities | - | - | - |
Cash flow used in investing activities | (10,216) | (3,909) | (14,125) |
Revenue for the three months ended March 31, 2003 includes $9.1 million of crude oil sales made by Turgai and $0.5 million of crude oil sales made by Kazgermunai to Downstream. These amounts were eliminated on consolidation.
5 | RESTRICTED CASH |
| |
| Restricted cash includes $10.5 million of cash dedicated to a debt service reserve account for the Corporation's Term Facility ($10.5 as at December 31, 2003). This cash is not availablefor general corporate purposes until the Term Facility is repaid in full. |
| |
| Restricted cash as at March 31, 2004 includes $26.4 million of cash dedicated to a margin account for the hedging program ($25.0 million as at December 31, 2003). |
| |
6 | SHORT-TERM DEBT |
| |
| | | March 31, 2004 | | | December 31, 2003 | |
| | | | | | | |
Current portion of term facility | | | 33,143 | | | 35,692 | |
Current portion of term loans | | | 2,030 | | | 2,039 | |
Joint venture loan payable | | | 11,000 | | | 11,000 | |
PKOP bonds | | | - | | | 24,494 | |
| |
| |
| |
| | | 46,173 | | | 73,225 | |
| |
| |
| |
| The PKOP bonds were fully redeemed on February 26, 2004. |
| |
7 | SHARE CAPITAL |
| |
| Authorized share capital consists of an unlimited number of Class A common shares, and an unlimited number of Class B redeemable preferred shares, issuable in series. |
Issued Class A common shares: | | |
| | |
| | Three months ended |
| | March 31, 2004 | March 31, 2003 |
| |
| |
| |
| | | Number | | | Amount | | | Number | | | Amount | |
| |
| |
| |
| |
| |
Balance, beginning of period | | | 77,920,226 | | | 191,695 | | | 78,956,875 | | | 193,723 | |
Shares repurchased and cancelled pursuant to normal course issuer bid | | | - | | | - | | | (98,100 | ) | | (240 | ) |
Stock options exercised for cash | | | 1,916,225 | | | 3,567 | | | 166,500 | | | 447 | |
Corresponding convertible securities, converted | | | 28,558 | | | 10 | | | 3,264 | | | 3 | |
| |
| |
| |
| |
| |
Balance, end of period | | | 79,865,009 | | | 195,272 | | | 79,028,539 | | | 193,933 | |
| |
| |
| |
| |
| |
| A summary of the status of the Corporation's stock option plan as of March 31, 2004 and the changes during the three months ended March 31, 2004 and the year ended December 31, 2003 are presented below (expressed in Canadian dollars): |
| | | Options | | | Weighted Average Exercise Price | |
| |
| |
| |
Outstanding at December 31, 2002 | | | 4,850,136 | | | 5.01 | |
Granted | | | 791,000 | | | 25.82 | |
Exercised | | | (440,751 | ) | | 3.76 | |
Forfeited | | | (84,925 | ) | | 9.27 | |
| |
| |
| |
Outstanding at December 31, 2003 | | | 5,115,460 | | | 8.17 | |
| |
| |
| |
Granted | | | 60,000 | | | 31.62 | |
Exercised | | | (1,944,783 | ) | | 2.42 | |
Forfeited | | | (64,225 | ) | | 12.31 | |
| |
| |
| |
Outstanding at March 31, 2004 | | | 3,166,452 | | | 12.07 | |
Options exercisable as at: | | | | | | | |
December 31, 2003 | | | 2,816,683 | | | 5.14 | |
March 31, 2004 | | | 867,546 | | | 2.93 | |
8 | INCOME TAXES |
| |
| The provision for income taxes differs from the results, which would have been obtained by applying the statutory tax rate of 30% to the Corporation's income before income taxes. This difference results from the following items: |
| |
| | Three months ended |
| | | March 31, 2004 | | | March 31, 2003 | |
| | | | | | | |
Statutory Kazakhstan income tax rate | | | 30 | % | | 30 | % |
Expected tax expense | | | 39,708 | | | 31,017 | |
Permanent differences, net | | | 4,517 | | | 3,170 | |
| |
| |
| |
Income tax expense | | | 44,225 | | | 34,187 | |
| |
| |
| |
9 | NET INCOME PER SHARE |
| |
| The net income per share calculations are based on the weighted average and diluted numbers of Class A common shares outstanding during the period as follows: |
| | Three months ended |
| | | March 31, 2004 | | | March 31, 2003 | |
| | | | | | | |
Weighted average number of common shares outstanding | | | 78,742,750 | | | 79,082,439 | |
Dilution from exercisable options (including convertible securities) | | | 1,915,986 | | | 3,275,785 | |
| |
| |
| |
Diluted number of shares outstanding | | | 80,658,736 | | | 82,358,224 | |
| |
| |
| |
| No options were excluded from the calculation of diluted number of shares outstanding for the three months ended March 31, 2004 and 2003, as the market price was in excess of exercise price. |
| |
10 | FINANCIAL INSTRUMENTS |
| |
| The Corporation has entered into a commodity-hedging program where it is utilizing derivative instruments to manage the Corporation’s exposure to fluctuations in the price of crude oil. The Corporation has entered into the following contracts with a major financial institution. |
| |
Contract Amount (bbls per month) | Contract Period | Contract Type | Price Ceiling or Contracted Price | Price Floor |
| | | | |
75,000 | January 2004 to December 2004 | Zero cost collar | 28.00 | 17.00 |
75,000 | January 2004 to December 2004 | Zero cost collar | 29.00 | 17.00 |
75,000 | January 2004 to December 2004 | Zero cost collar | 29.25 | 17.00 |
37,500 | January 2004 to December 2004 | Zero cost collar | 29.60 | 17.00 |
110,000 | January 2004 to December 2004 | Zero cost collar | 30.20 | 18.00 |
120,000 | January 2005 to March 2005 | IPE Future | 26.30-26.52 | |
40,000 | April 2005 to June 2005 | IPE Future | 25.92 | |
458,333 | January 2005 to December 2005 | IPE Future | 25.65-25.90 | |
362,000 | January 2004 to March 2004 | Dated Brent | 29.80-29.82 | |
| During the three months ended March 31, 2004, the Corporation has foregone revenue of $5.2 million through these contracts. |
| |
11 | CASH FLOW INFORMATION |
| |
| Interest and income taxes paid: |
| | Three months ended |
| | | March 31, 2004 | | | March 31, 2003 | |
| | | | | | | |
Interest paid | | | 12,134 | | | 15,142 | |
| |
| |
| |
Income taxes paid | | | 42,413 | | | 25,418 | |
| |
| |
| |
12 | COMMITMENTS AND CONTINGENCIES |
| |
| Agency for Regulation of Natural Monopolies and Protection of Competition (“ARNM”) |
| |
| PKOP |
| |
| The ARNM alleged that PKOP charged prices for refined oil products that in total were $6.3 million in excess of ARNM authorized maximum prices. The Corporation has always taken theposition that the ARNM does not have the right to establish prices for PKOP under the terms of the Privatization Agreement relating to the Shymkent refinery, which operates in a highlycompetitive environment. PKOP initiated legal proceedings to annul the ARNM claim and the court of first instance reduced the ARNM claim to approximately $1.1 million. PKOP and the ARNM appealed this decision to the Supreme Court. The Supreme Court recognized approximately $3.6 million of the ARNM’s original assessment. This amount has been providedfor in the financial statements. |
| |
| PKOP received an additional assessment from ARNM in the amount of $8.8 million for allegedly charging prices for refined products in excess of ARNM authorized maximum prices. PKOP plans to appeal this assessment. No provision has been made in the accompanying financial statements in respect of this assessment. |
| |
| PKOP’s position remains that the ARNM does not have the right to establish prices for the refinery, and the Corporation, as the party in interest under the Privatization Agreement for the Shymkent Refinery, has notified the Government of Kazakhstan that it is in breach of provisions of the Privatization Agreement. The Corporation has the right to proceed to internationalarbitration under the terms of the Privatization Agreement. |
| |
| Group companies |
| |
| The ARNM claimed $31 million from a group company for allegedly violating Kazakhstan’s competition law. The Corporation initiated legal proceedings and the court of first instancedismissed the ARNM claim. The ARNM has appealed this decision. The date to hear this appeal has not been set. |
| |
| The ARNM claimed approximately $91.4 million from group companies for allegedly violating Kazakhstan’s competition law. The group companies initiated legal action, and at theAstana City Court they were unsuccessful in their challenge of allegations by the ARNM that these companies had violated Kazakhstan competition laws. The judgment upheld theARNM determination that these distributors had received unjustified revenues totaling approximately $91.4 million. The Corporation appealed this judgment to the Supreme Court. |
| |
| It remains the Corporation's view that the allegations are without justification; a highly competitive market exists for oil products within Kazakhstan and the current level of prices reflectscurrent world crude oil prices, which are close to their historical high. Also, the prices charged by the group companies are competitive with Russian imports and with those chargedby distributors of the other two refineries in Kazakhstan. |
| |
| The Corporation is considering its recourse rights under the terms of the Shymkent refinery Privatization Agreement, which clearly stipulates the right to sell any and all its products in Kazakhstan and abroad at free market prices. |
| |
| The Corporation will continue to seek a dialogue with the appropriate authorities to address the concerns related to the pricing of refined products and possible measures to be taken to further promote transparency and effective monitoring of the dynamics of competition, consistent with market economy principles. |
13 | SUBSEQUENT EVENTS |
| |
| The Supreme Court hearing for the ARNM claim of $91.4 million was held in April 2004 and the Court suspended the case but instructed the parties to seek an agreed settlement. |
| |