PetroKazakhstan Inc. - Financial Results for the Second Quarter
Ended June 30, 2005 CALGARY, July 28 /PRNewswire-FirstCall/ --
PetroKazakhstan Inc. ("PetroKazakhstan") announces its financial
results for the three months ended June 30, 2005. All amounts are
expressed in U.S. dollars unless otherwise indicated. HIGHLIGHTS: -
Net Income of $1.86 per share and Cash flow of $2.20 per share for
the quarter - Significant Exploration and Appraisal successes in
the Kyzylkiya and Kolzhan Licenses - Reduction of production due to
regulatory restrictions on gas flaring - Development programs fully
maintained despite production restrictions - Progress in the
implementation of infrastructure to allow full utilization of
associated gas FINANCIAL HIGHLIGHTS:
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(in millions of Six Months ended Three Months ended US$ except per
June 30 June 30 share amounts)
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2005 2004 2005 2004 ---- ---- ---- ----
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Gross Revenue 1,012.1 $ 731.6 509.6 $ 406.3
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Net income 304.4 209.5 138.7 122.0
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Per share (basic) 4.04 2.64 1.86 1.54
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Per share (diluted) 4.02 2.60 1.85 1.51
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Cash flow 350.8 253.9 164.4 143.1
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Per share (basic) 4.66 3.20 2.20 1.80
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Per share (diluted) 4.63 3.16 2.19 1.77
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Weight Average Shares Outstanding
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Basic 75,288,966 79,257,431 74,666,131 79,442,775
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Diluted 75,741,407 80,484,892 75,016,376 80,721,531
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Shares Outstanding at End of Period 73,996,350 80,597,166
73,996,350 80,597,166
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PetroKazakhstan is pleased to announce its financial results for
the second quarter of 2005 achieving $138.7 million of net income
and $164.4 million of cash flow. This represents basic net income
per share of $1.86 and basic cash flow per share of $2.20 for the
quarter. The comparable figures for the quarter ended June 30, 2004
were $1.54 basic net income per share and $1.80 basic cash flow per
share. For the six months ended June 30, 2005 net income was $304.4
million and cash flow was $350.8 million. This represented basic
net income per share of $4.04 and basic cash flow per share of
$4.66. The comparable figures for the six months ended June 30,
2004, were net income per share of $2.64 and basic cash flow per
share of $3.20. Corporate As the Company has previously announced,
it has been approached by a number of parties concerning the
possible merger or acquisition of the Company. The Board of
Directors has set up an Independent Committee to consider these
approaches. The Company also announces the resignation of Mr. Jan
Bonde Neilsen from PetroKazakhstan's Board of Directors. Mr. Bonde
Neilsen had been a Director since 2004. Share Buy-back program In
the second quarter of 2005 the Company repurchased and cancelled
1,806,100 shares at an average price of C$41.30 per share, under
its approved Normal Course Issuer Bid program. UPSTREAM OPERATIONS
REVIEW -------------------------- Production During the second
quarter of 2005, PetroKazakhstan's production volumes totalled 9.64
million barrels of oil or an average of 105,947 barrels of oil per
day ("bopd") representing a 30% decrease compared to the second
quarter 2004 production of 151,104 bopd. On 26th April production
cut backs were initiated to comply with instructions from the
Kazakh regulators to stop gas flaring immediately, in accordance
with new legislation passed in December 2004. If the current
production restrictions remain through to the end of the year but
PetroKazakhstan's share of Kazgermunai production increases to
21,000 bopd in the third quarter as the Akshabulak gas plant is
commissioned, then the anticipated annual average production will
be 110,000 bopd. This is a reduction of 60,000 bopd or 35.3% from
the target potential average of 170,000 bopd. The Company continues
its negotiations with the government for relaxation of the forced
production cutbacks, in view of its current investment program to
achieve full gas utilization by mid-2006. Exploration and Appraisal
During the second quarter, there has been considerable exploration
activity in the Kyzylkiya and Kolzhan areas with very successful
results. Two wells, KK40 and KK42, drilled in the Kolzhan license,
which is adjacent to the Northern margin of the Kyzylkiya field
tested oil at 250 bopd and 750 bopd respectively from the
Cretaceous reservoir. Well KK43 was drilled into a previously
untested pre-mesozoic carbonate basement formation at a total depth
of 1,576 metres. The well encountered 262 metres of carbonate
formation with at least 10.2 metres of net pay. Initial testing has
resulted in flow rates of 120 bopd. Further well stimulation
operations, typically applied in fractured carbonate reservoirs
such as acid fraccing, will be conducted along with additional
production testing. These wells have established the presence of a
significant new dual reservoir field, separate from the Northern
part of the Kyzylkiya field but close to main Kyzylkiya production
facilities. Another exploration well was drilled in the centre of
the Kyzylkiya field to test the large basement closure. Minor oil
and gas shows were encountered but the well did not encounter any
reservoir quality rock. However, a second well drilled in the same
structure has encountered oil and gas shows with evidence of
fractures being observed in the retrieved cores and from open hole
logs. This second well is being prepared for testing. A two well
drilling programme in the South Kyzylkiya licence extension area
has started. The first well has recently been completed and
encountered excellent quality reservoir with some 3.5m net pay.
This well was testing a purely stratigraphic trap and has
demonstrated the value of good quality 3D seismic data.
Consequently, the Company is planning to increase this year's 3D
seismic acquisition programme in this area from 200 sq kms to over
400 sq kms. Acquisition of a 200sq km 3D seismic survey over the
acreage to the north of the Kumkol field has started and aims to
enhance the mapping of this highly prospective area where several
structures have already been identified from 2D seismic. This
survey will be completed during the third quarter leading to the
drilling of additional exploration wells during fourth quarter 2005
and first quarter of 2006. Interpretation of the 3D seismic data
acquired during the second half of 2004 over the potential northern
extension of the North Nurali field has been completed. The
interpretation of this data has resulted in the identification of a
well to be drilled before year end. The successful results of the
exploration work in this quarter are being used to update and
enhance the Company's extensive prospect inventory and to develop
targets for more exploration and appraisal wells over and above our
current programme. Field Developments The company has fully
maintained its capital programs for facilities and development
drilling, despite its current production restrictions. During the
second quarter, six development wells were drilled in the Northern
area of the Kyzylkiya field to further delineate the field
boundaries and continue with development drilling. Construction
activity continued on the expansion of the Kyzylkiya Central
Processing Facility and detailed engineering designs for the
expanded production gathering system were performed. Material and
equipment orders were placed for the new water injection facility
and injection pipelines. Two Jurassic sub-gas cap wells were
drilled in the Aryskum field targeting Jurassic channel sands below
the main Cretaceous gas cap. These wells encountered elevated
gas-oil contacts within the Cretaceous reservoir and will be
converted to gas injection wells for gas conservation and pressure
maintenance. Two development wells were drilled in the Northern
portion of the Aryskum field, successfully extending the mapped
oil-water contact further to the Northwest. Material and equipment
orders were placed for completion of the field production gathering
system. In the Maibulak field, two appraisal wells were drilled
targeting a stratigraphic play between the crest of the field and
the major bounding fault to the East. Both of these wells
encountered wet Jurassic sands, but were cased and completed in
order to further evaluate potential reservoirs in the area.
Construction activity continued in Maibulak with the installation
of a 6 KVA overhead power distribution system to utilize the
installed diesel fired electrical generator and eliminate the
single well site generators which are expensive to run. Enhanced
water injection and produced water management was reviewed for the
Kumkol South field during the second quarter and a comprehensive
development plan was prepared to convert depleted zones to water
injection, to improve water transportation throughout the field,
and specifically target selected production intervals for improved
pressure maintenance and hence increased oil recovery. In the
second quarter, Turgai Petroleum drilled three production wells in
the Kumkol North field. Equipment has been ordered for Kumkol
North's oil process facilities with completion expected in the
second quarter 2006. Kazgermunai drilled three production wells in
Akshabulak Central. Well 316 discovered 17 meters of net pay in the
Jurassic formation against an expected 9 meters of net pay.
Construction of the enhanced Akshabulak production facilities has
progressed and should be completed during the third quarter 2005
giving a processing capacity of at least 64,000 bopd (gross).
Enhanced Oil Recovery Project During the quarter, all required
project documents were prepared and approved by the various
regulatory agencies and institutes for the initial test of
injecting limited volumes of Liquefied Petroleum Gas ("LPG") to a
Kumkol South well. This is a precursor to the pilot EOR project
being designed and planned to start early in 2006. The LPG
injection test will be conducted in the third quarter, 2005.
Conservation and Exploitation of Gas and LPG Reserves
PetroKazakhstan currently utilizes associated gas from the Kumkol
fields, including those of our joint venture asset, Kumkol North,
in generating electricity in the 55 megawatt ("MW") power plant.
Produced gas from certain Aryskum wells is now being injected into
the field gas cap for conservation and reservoir pressure
maintenance purposes. The volume of injected gas is gradually
increasing as more wells are tied into the main production process
system. Ultimately, all of the Kyzylkiya, Aryskum and Maibulak
field produced gas will be re-injected. As a 50% partner in the
Kazgermunai Joint venture, PetroKazakhstan is participating in the
Akshabulak gas processing and LPG extraction plant. Construction is
due to be completed prior to the end of the third quarter 2005 when
2,900 bopd of LPG and 600 bopd of condensate will be extracted from
produced gas. The residual dry gas will be provided to the city of
Kyzylorda through a pipeline already constructed and commissioned.
In the first half of the year, the Company designed and commenced
the implementation of a full gas gathering and utilization scheme
for the currently remaining flared gas at Kumkol along with the
re-injection and conservation of Kyzylkiya, Aryskum and Maibulak.
The target for completion is July 1, 2006. DOWNSTREAM MARKETING,
TRANSPORTATION AND REFINING Crude Oil Marketing and Transportation
The volume of crude oil shipped for export during the second
quarter of 2005 declined 25% compared to the previous quarter. This
was entirely due to the reduction in production levels imposed by
the regulators discussed elsewhere in this report. The volume of
crude oil shipped for export amounted to 5.2 million barrels
("mmbbls") or 671 thousand tonnes. Despite this curtailment,
shipments destined for China were increased by 63% in comparison to
the preceding quarter as the state operated Karakoin to Atasu
pipeline was re-opened. As a consequence volumes destined for China
amounted to 24% of total shipments, their highest level to-date.
The reduction in shipments was taken on other routes. CPC shipments
were reduced by 27% and other destinations by 36%. As a consequence
of the above, the volumes shipped through the Company's terminal at
Dzhusaly accounted for 76% of total volumes, a reduction against
the previous quarter's figure of 83.5%. Crude Oil Prices and
Transportation Differentials International crude oil prices
continued to record new highs during the second quarter of 2005,
with the highest daily Platt's quotation for Brent registering
$58.48 per barrel ("/bbl") compared to the previous quarter's high
of $55.75/bbl. The level of volatility in prices whilst still
significant was lower than seen in the previous quarter. The spread
between the high and the low of the daily mean of Platt's
quotations for Brent was $12.20/bbl compared to $17.57/bbl during
the first quarter of 2005. The average of the daily mean Platt's
quotation for Brent during the second quarter of 2005 was
$51.63/bbl, up $4.01/bbl against the preceding quarter. Sweet/light
crude and heavy/sour crude differentials narrowed during the
quarter. Iranian light on the Persian Gulf traded at an average
discount to Brent during the quarter of $2.32/bbl an improvement of
$3.32/bbl against the previous quarter. The CPC blend CIF
Mediterranean quotation traded at an average discount to Brent of
$1.38/bbl whereas the quotation for Kumkol traded CIF Mediterranean
was on average at a discount to Brent of $0.54/bbl. The reduction
of the impact of night time shipping constraints through the
Bosporus together with the re-opening of the Karakoin to Atasu
pipeline had a positive impact on transportation costs and
consequently the differentials recorded during the quarter.
Refining and Refined Product Sales The refinery operated without
interruption during the second quarter. Average weighted refined
product prices improved by approximately $24/tonne representing a
10% increase. The price improvements were as a result of stronger
export prices driven by a combination of the international market
and a higher proportion of non-FCA contracts where the Company
sells closer to the final end user. Domestic refined product prices
also firmed in response to strengthening international market
prices. In June 2005 the government of Kazakhstan, as is usual at
this time of the year, issued an order banning the export of diesel
during the harvest season. On this occasion however, the text of
the order included Vacuum Gas Oil ("VGO") although the detailed
listing each of the custom product codes for the different types of
diesel did not include the code for VGO. As a result, the customs
authorities were unable to approve the export of the Company's VGO
and these exports ceased early June. The Company is in discussions
with the Government to correct this anomaly. During the second
quarter a new transportation route for VGO was successfully
commissioned via the port of Batumi in Georgia. MANAGEMENT
DISCUSSION AND ANALYSIS ("MD&A")
------------------------------------------- A full MD&A of the
Second Quarter of 2005 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 eighth 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 at http://www.petrokazakhstan.com/. The Toronto Stock
Exchange has neither approved nor disapproved the information
contained herein. 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
20-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
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE
AMOUNTS) UNAUDITED
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Three Months Ended Six Months Ended June 30 June 30 2005 2004 2005
2004 ---------- ---------- ---------- ---------- REVENUE Crude oil
268,774 206,086 549,184 413,564 Refined products 236,799 196,949
455,141 312,896 Service fees 2,699 2,502 5,252 3,882 Interest
income 1,313 797 2,492 1,240 ---------- ---------- ----------
---------- 509,585 406,334 1,012,069 731,582 ---------- ----------
---------- ---------- EXPENSES Production 20,770 27,452 43,166
49,916 Royalties and taxes 22,839 29,599 47,678 51,973
Transportation 98,531 55,488 199,737 124,104 Refining 6,376 5,427
10,823 9,515 Crude oil and refined product purchases 57,296 31,637
85,508 64,442 Selling 4,985 6,341 10,117 11,789 General and
administrative 27,142 15,702 43,581 28,745 Interest and financing
costs 4,890 5,473 9,111 12,268 Depletion and depreciation 24,931
27,607 53,409 49,548 Foreign exchange loss (gain) 4,931 (1,111)
6,613 (5,795) ---------- ---------- ---------- ---------- 272,691
203,615 509,743 396,505 ---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 236,894 202,719 502,326 335,077
---------- ---------- ---------- ---------- INCOME TAXES (Note 10)
Current provision 101,242 89,643 210,673 135,002 Future income tax
benefit (3,083) (9,651) (12,979) (10,785) ---------- ----------
---------- ---------- 98,159 79,992 197,694 124,217 ----------
---------- ---------- ---------- NET INCOME BEFORE NON- CONTROLLING
INTEREST 138,735 122,727 304,632 210,860 NON-CONTROLLING INTEREST
42 (699) (216) (1,347) ---------- ---------- ---------- ----------
NET INCOME 138,777 122,028 304,416 209,513 RETAINED EARNINGS,
BEGINNING OF PERIOD 821,901 466,295 693,336 378,819 Normal course
issuer bid (56,251) - (81,129) - Common share dividends (11,501)
(17,706) (23,692) (17,706) Preferred share dividends (4) (8) (9)
(17) ---------- ---------- ---------- ---------- RETAINED EARNINGS,
END OF PERIOD 892,922 570,609 892,922 570,609 ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
BASIC NET INCOME PER SHARE (Note 11) 1.86 1.54 4.04 2.64 ----------
---------- ---------- ---------- ---------- ---------- ----------
---------- DILUTED NET INCOME PER SHARE (Note 11) 1.85 1.51 4.02
2.60 ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- See accompanying notes to the
interim consolidated financial statements. INTERIM CONSOLIDATED
BALANCE SHEETS (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
UNAUDITED
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As at As at June 30, December 31, 2005 2004 -----------
------------ ASSETS CURRENT Cash and cash equivalents 388,551
199,105 Accounts receivable (Note 5) 162,927 198,504 Inventory
(Note 6) 66,712 61,242 Prepaid expenses 49,333 62,179 Current
portion of future income tax asset 57,767 65,431 -----------
----------- 725,290 586,461 Deferred charges 4,161 4,662 Restricted
cash (Note 4) 64,035 47,741 Future income tax asset 46,823 28,470
Property, plant and equipment 631,972 601,747 -----------
----------- TOTAL ASSETS 1,472,281 1,269,081 -----------
----------- ----------- ----------- LIABILITIES CURRENT Accounts
payable and accrued liabilities (Note 7) 123,595 161,759 Short-term
debt (Note 8) 70,938 15,541 Prepayments for crude oil and refined
products 3,727 9,916 ----------- ----------- 198,260 187,216
Long-term debt 133,529 134,862 Asset retirement obligations 33,995
32,499 Future income tax liability 6,701 9,936 -----------
----------- 372,485 364,513 ----------- ----------- Non-controlling
interest 12,206 14,411 Preferred shares of subsidiary 80 80
COMMITMENTS AND CONTINGENCIES (Note 14) SHAREHOLDERS' EQUITY Share
capital (Note 9) 187,100 191,529 Contributed surplus 7,488 5,212
Retained earnings 892,922 693,336 ----------- ----------- 1,087,510
890,077 ----------- ----------- ----------- ----------- TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY 1,472,281 1,269,081
----------- ----------- ----------- ----------- See accompanying
notes to the interim consolidated financial statements. INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOW (EXPRESSED IN THOUSANDS OF
UNITED STATES DOLLARS) UNAUDITED
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Three Months Ended Six Months Ended June 30 June 30 2005 2004 2005
2004 ---------- ---------- ---------- ---------- OPERATING
ACTIVITIES Net income 138,777 122,028 304,416 209,513 Items not
affecting cash: Depletion and depreciation 24,931 27,607 53,409
49,548 Future income tax benefit (3,083) (9,651) (12,979) (10,785)
Non-controlling interest (42) 699 216 1,347 Stock-based
compensation 1,242 1,330 2,276 2,094 Amortization of deferred
charges 246 396 501 783 Other non-cash charges 2,344 706 2,960
1,444 ---------- ---------- ---------- ---------- Cash flow 164,415
143,115 350,799 253,944 ---------- ---------- ---------- ----------
Changes in non-cash operating working capital items 3,734 62,211
(9,290) 46,502 ---------- ---------- ---------- ---------- Cash
flow from operating activities 168,149 205,326 341,509 300,446
---------- ---------- ---------- ---------- FINANCING ACTIVITIES
Short-term debt proceeds 30,407 - 55,000 - Short-term debt
repayment - - - (24,494) Long-term debt repayment (1,019) (42,392)
(1,019) (58,325) Deferred charges paid - (650) - (650) Common share
dividends (12,010) (8,829) (24,392) (8,829) Preferred share
dividends (4) (8) (9) (17) Purchase of common shares under normal
course issuer bid (Note 9) (60,844) - (87,580) - Proceeds from
issue of share capital, net of share issuance costs 780 596 2,022
4,173 ---------- ---------- ---------- ---------- Cash flow used in
financing activities (42,690) (51,283) (55,978) (88,142) ----------
---------- ---------- ---------- ---------- ---------- ----------
---------- INVESTING ACTIVITIES Restricted cash 25,365 (10,160)
(16,294) (11,560) Capital expenditures (57,154) (28,018) (79,482)
(63,054) Purchase of preferred shares of subsidiary - - (309) -
---------- ---------- ---------- ---------- Cash flow used in
investing activities (31,789) (38,178) (96,085) (74,614) ----------
---------- ---------- ---------- INCREASE IN CASH AND CASH
EQUIVALENTS 93,670 115,865 189,446 137,690 CASH AND CASH
EQUIVALENTS, BEGINNING OF PERIOD 294,881 206,485 199,105 184,660
---------- ---------- ---------- ---------- CASH AND CASH
EQUIVALENTS, END OF PERIOD 388,551 322,350 388,551 322,350
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- 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 UNITES STATES
DOLLARS, UNLESS OTHERWISE INDICATED) UNAUDITED
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1 SIGNIFICANT ACCOUNTING POLICIES 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.
PetroKazakhstan's 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, 2004. The accounting
principles applied are consistent with those as set out in the
Corporation's annual financial statements for the year ended
December 31, 2004. The presentation of certain amounts for previous
periods has been changed to conform with the presentation adopted
for the current period. 2 SEGMENTED INFORMATION On a primary basis
the business segments are: - Upstream comprising the exploration,
development and production of crude oil and natural gas. -
Downstream comprising refining and the marketing and transportation
of refined products and the management of the marketing and
transportation of crude oil. 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 revenue is eliminated on consolidation. The Upstream business
segment processes a portion of its produced crude oil at the
Corporation's refinery for a fee, retains title to the refined
products and records the sales revenue. The Corporation does not
disclose export revenue attributable to individual countries as it
is impractical to obtain the information. Three months ended June
30, 2005 Elimina- Consoli- Upstream Downstream Corporate tions
dated REVENUE Crude oil 291,401 - - (22,627) 268,774 Refined
products 142,105 133,585 - (38,891) 236,799 Service fees 29 1,854
816 - 2,699 Interest income 1,068 77 168 - 1,313 ----------
--------- --------- --------- ---------- 434,603 135,516 984
(61,518) 509,585 ---------- --------- --------- ---------
---------- EXPENSES Production 20,770 - - - 20,770 Royalties and
taxes 19,209 3,630 - - 22,839 Transportation 93,959 4,572 - -
98,531 Refining - 6,376 - - 6,376 Crude oil and refined product
purchases 70,424 48,390 - (61,518) 57,296 Selling 1,556 3,429 - -
4,985 General and administrative 15,493 5,197 6,452 - 27,142
Interest and financing costs 4,890 - - - 4,890 Depletion,
depreciation and accretion 21,567 3,328 36 - 24,931 Foreign
exchange (gain) loss (2,832) 7,459 304 - 4,931 ---------- ---------
--------- --------- ---------- 245,036 82,381 6,792 (61,518)
272,691 ---------- --------- --------- --------- ---------- INCOME
(LOSS) BEFORE INCOME TAXES 189,567 53,135 (5,808) - 236,894
---------- --------- --------- --------- ---------- INCOME TAXES
Current provision 72,347 28,872 23 - 101,242 Future income tax
expense (benefit) 6,286 (9,369) - - (3,083) ---------- ---------
--------- --------- ---------- 78,633 19,503 23 - 98,159
NON-CONTROLLING INTEREST - (42) - - (42) ---------- ---------
--------- --------- ---------- NET INCOME (LOSS) 110,934 33,674
(5,831) - 138,777 ---------- --------- --------- ---------
---------- ---------- --------- --------- --------- ----------
Included in Upstream crude revenue are sales to the three
individual customers in excess of 10% of consolidated revenue in
the total amount of $164.5 million. Eliminations are intersegment
revenue. As at June 30, 2005 Upstream Downstream Corporate
Consolidated Total assets 1,172,050 195,068 105,163 1,472,281 Total
liabilities 330,759 38,535 15,477 384,771 Capital expenditures in
the quarter 53,918 3,429 292 57,639 Three months ended June 30,
2005 Export Domestic Consolidated Crude oil 249,636 19,138 268,774
Refined products 101,513 135,286 236,799 Three months ended June
30, 2004 Elimina- Consoli- Upstream Downstream Corporate tions
dated REVENUE Crude oil 221,765 - - (15,679) 206,086 Refined
products 63,567 150,897 - (17,515) 196,949 Service fees 765 1,589
148 - 2,502 Interest income 211 190 396 - 797 ---------- ---------
--------- --------- ---------- 286,308 152,676 544 (33,194) 406,334
---------- --------- --------- --------- ---------- EXPENSES
Production 27,452 - - - 27,452 Royalties and taxes 24,607 4,992 - -
29,599 Transportation 57,394 (1,906) - - 55,488 Refining - 5,427 -
- 5,427 Crude oil and refined product purchases 30,141 34,690 -
(33,194) 31,637 Selling 2,386 3,955 - - 6,341 General and
administrative 7,917 3,505 4,280 - 15,702 Interest and financing
costs 5,473 - - - 5,473 Depletion, depreciation and accretion
22,247 5,046 314 - 27,607 Foreign exchange loss (gain) (9,836)
7,887 838 - (1,111) ---------- --------- --------- ---------
---------- 167,781 63,596 5,432 (33,194) 203,615 ----------
--------- --------- --------- ---------- INCOME (LOSS) BEFORE
INCOME TAXES 118,527 89,080 (4,888) - 202,719 ---------- ---------
--------- --------- ---------- INCOME TAXES Current provision
52,481 36,048 1,114 - 89,643 Future income tax benefit (5,691)
(3,960) - - (9,651) ---------- --------- --------- ---------
---------- 46,790 32,088 1,114 - 79,992 NON-CONTROLLING INTEREST -
699 - - 699 ---------- --------- --------- --------- ---------- NET
INCOME (LOSS) 71,737 56,293 (6,002) - 122,028 ---------- ---------
--------- --------- ---------- ---------- --------- ---------
--------- ---------- There were no sales to an individual customer
in excess of 10% of consolidated revenue. Eliminations are
intersegment revenue. As at June 30, 2004 Upstream Downstream
Corporate Consolidated Total assets 831,552 181,124 215,239
1,227,915 Total liabilities 394,345 49,336 14,489 458,170 Capital
expenditures in the quarter 24,488 2,441 362 27,291 Three months
ended June 30, 2004 Export Domestic Consolidated Crude oil 194,437
11,649 206,086 Refined products 64,033 132,916 196,949 Six months
ended June 30, 2005 Elimina- Consoli- Upstream Downstream Corporate
tions dated REVENUE Crude oil 604,561 - - (55,377) 549,184 Refined
products 264,350 276,011 - (85,220) 455,141 Service fees 1,461
2,851 940 - 5,252 Interest income 2,021 220 251 - 2,492 ----------
--------- --------- --------- ---------- 872,393 279,082 1,191
(140,597) 1,012,069 ---------- --------- --------- ---------
---------- EXPENSES Production 43,166 - - - 43,166 Royalties and
taxes 41,405 6,273 - - 47,678 Transportation 187,739 11,998 - -
199,737 Refining - 10,823 - - 10,823 Crude oil and refined product
purchases 111,715 114,390 - (140,597) 85,508 Selling 3,842 6,275 -
- 10,117 General and administrative 25,540 8,993 9,048 - 43,581
Interest and financing costs 9,109 2 - - 9,111 Depletion,
depreciation and accretion 46,811 6,485 113 - 53,409 Foreign
exchange (gain) loss (3,502) 8,395 1,720 - 6,613 ----------
--------- --------- --------- ---------- 465,825 173,634 10,881
(140,597) 509,743 ---------- --------- --------- ---------
---------- INCOME (LOSS) BEFORE INCOME TAXES 406,568 105,448
(9,690) 502,326 ---------- --------- --------- --------- ----------
INCOME TAXES Current provision 161,961 48,502 210 - 210,673 Future
income tax benefit (1,954) (11,025) - - (12,979) ----------
--------- --------- --------- ---------- 160,007 37,477 210 -
197,694 NON-CONTROLLING INTEREST - 216 - - 216 ---------- ---------
--------- --------- ---------- NET INCOME (LOSS) 246,561 67,755
(9,900) - 304,416 ---------- --------- --------- ---------
---------- ---------- --------- --------- --------- ----------
Included in Upstream crude revenue are sales to one customer in
excess of 10% of consolidated revenue in the amount of $107.4
million. Eliminations are intersegment revenue. As at June 30, 2005
Upstream Downstream Corporate Consolidated Total assets 1,172,050
195,068 105,163 1,472,281 Total liabilities 330,759 38,535 15,477
384,771 Capital expenditures in the period 74,699 12,680 827 88,206
Six months ended June 30, 2005 Export Domestic Consolidated Crude
oil 508,512 40,672 549,184 Refined products 221,314 233,827 455,141
Six months ended June 30, 2004 Elimina- Consoli- Upstream
Downstream Corporate tions dated REVENUE Crude oil 445,901 - -
(32,337) 413,564 Refined products 95,952 246,405 - (29,461) 312,896
Service fees 1,894 1,769 219 - 3,882 Interest income 343 224 673 -
1,240 ---------- --------- --------- --------- ---------- 544,090
248,398 892 (61,798) 731,582 ---------- --------- ---------
--------- ---------- EXPENSES Production 49,916 - - - 49,916
Royalties and taxes 40,599 11,374 - - 51,973 Transportation 124,104
- - - 124,104 Refining - 9,515 - - 9,515 Crude oil and refined
product purchases 63,832 62,408 (61,798) 64,442 Selling 4,504 7,285
- - 11,789 General and administrative 15,260 6,669 6,816 - 28,745
Interest and financing costs 11,799 469 - - 12,268 Depletion,
depreciation and accretion 39,008 9,915 625 - 49,548 Foreign
exchange loss (gain) (1,364) (5,723) 1,292 (5,795) ----------
--------- --------- --------- ---------- 347,658 101,912 8,733
(61,798) 396,505 ---------- --------- --------- ---------
---------- INCOME (LOSS) BEFORE INCOME TAXES 196,432 146,486
(7,841) - 335,077 ---------- --------- --------- ---------
---------- INCOME TAXES Current provision 84,389 47,931 2,682 -
135,002 Future income tax (benefit) expense (11,569) 784 - -
(10,785) ---------- --------- --------- --------- ---------- 72,820
48,715 2,682 - 124,217 NON-CONTROLLING INTEREST - 1,347 - - 1,347
---------- --------- --------- --------- ---------- NET INCOME
(LOSS) 123,612 96,424 (10,523) - 209,513 ---------- ---------
--------- --------- ---------- ---------- --------- ---------
--------- ---------- There were no sales to an individual customer
in excess of 10% of consolidated revenue. Eliminations are
intersegment revenue. As at June 30, 2004 Upstream Downstream
Corporate Consolidated Total assets 831,552 181,124 215,239
1,227,915 Total liabilities 394,345 49,336 14,489 458,170 Capital
expenditures in the period 60,086 5,686 644 66,416 Six months ended
June 30, 2004 Export Domestic Consolidated Crude oil 384,771 28,793
413,564 Refined products 97,945 214,951 312,896 3 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. b) a 50% equity shareholding with equivalent voting
power in LLP Kazgermunai ("Kazgermunai"), which operates three oil
fields: Akshabulak, Nurali and Aksai. The following amounts are
included in the Corporation's interim consolidated financial
statements as a result of the proportionate consolidation of its
joint ventures before consolidation eliminations: Three months
ended June 30, 2005 Turgai Kazgermunai Total Cash and cash
equivalents 74,390 87,127 161,517 Current assets, excluding cash
and cash equivalents 86,400 43,634 130,034 Property, plant and
equipment, net 87,302 86,795 174,097 Current liabilities 44,411
19,133 63,544 Long-term debt - - - Revenue 115,299 50,077 165,376
Expenses 85,475 35,053 120,528 Net income 29,824 15,024 44,848 Cash
flow from operating activities 3,178 32,915 36,093 Cash flow used
in financing activities - - - Cash flow used in investing
activities (4,873) (27,788) (32,661) Three months ended June 30,
2004 Turgai Kazgermunai Total Cash and cash equivalents 28,140
24,204 52,344 Current assets, excluding cash and cash equivalents
58,609 40,169 98,778 Property, plant and equipment 79,769 64,437
144,206 Current liabilities 76,536 19,899 96,435 Long-term debt -
14,480 14,480 Revenue 64,873 49,019 113,892 Expenses 37,315 31,673
68,988 Net income 27,558 17,346 44,904 Cash flow from operating
activities 11,046 22,824 33,870 Cash flow used in financing
activities - (24,266) (24,266) Cash flow used in investing
activities (1,585) (2,363) (3,948) Six months ended June 30, 2005
Turgai Kazgermunai Total Revenue 208,759 125,312 334,071 Expenses
144,538 73,267 217,805 Net income 64,221 52,045 116,266 Cash flow
from operating activities 48,402 68,270 116,672 Cash flow used in
financing activities - - - Cash flow used in investing activities
(8,690) (31,943) (40,633) Six months ended June 30, 2004 Turgai
Kazgermunai Total Revenue 124,508 87,554 212,062 Expenses 78,594
54,602 133,196 Net income 45,914 32,952 78,866 Cash flow from
operating activities 22,306 42,604 64,910 Cash flow used in
financing activities - (24,266) (24,266) Cash flow used in
investing activities (2,534) (4,566) (7,100) Turgai's revenue for
the three and six months ended June 30, 2005 includes $1.7 million
and $26.2 million of sales to the Corporation, respectively ($12.5
million and $36.1 million for the three and six months ended June
30, 2004). These amounts were eliminated on consolidation.
Kazgermunai's revenue for the three and six months ended June 30,
2005 includes $3.7 million and $6.3 million of sales to the
Corporation, respectively ($2.9 million and $8.7 million for the
three and six months ended June 3, 2004). These amounts were
eliminated on consolidation. 4 RESTRICTED CASH Restricted cash as
at June 30, 2005 includes $64.0 million of cash dedicated to a
margin account for the Corporation's hedging program. As at
December 31, 2004 restricted cash comprised $39.0 million of cash
dedicated to the margin account for the hedging program and $8.7
million of cash dedicated to a debt service reserve account for the
Corporation's term facility. The Corporation discharged all hedging
liabilities related to this term facility as at December 31, 2004.
The debt service reserve account was released in January 2005.
Restricted cash is not available for current purposes. 5 ACCOUNTS
RECEIVABLE Accounts receivable consist of the following: June 30,
December 31, 2005 2004 Trade 110,291 150,462 Value added tax
recoverable 29,605 29,316 Fines and penalties cancelled per court
decision (Note 15) 7,899 - Due from joint ventures 4,158 6,942
Other 10,974 11,784 ------------ ------------ 162,927 198,504
------------ ------------ ------------ ------------ 6 INVENTORY
Inventory consists of the following: June 30, December 31, 2005
2004 Refined products 17,377 16,682 Crude oil produced 18,684
22,535 Crude oil purchased 10,057 2,740 Materials and supplies
20,594 19,285 ------------ ------------ 66,712 61,242 ------------
------------ ------------ ------------ 7 ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES Accounts payable and accrued liabilities
consist of the following: June 30, December 31, 2005 2004 Trade
84,657 70,160 Due to joint ventures 6,069 19,668 Royalties 7,379
18,259 Income taxes 2,585 30,175 Common share dividends 11,888
12,588 Other 11,017 10,909 ------------ ------------ 123,595
161,759 ------------ ------------ ------------ ------------ 8
SHORT-TERM DEBT June 30, December 31, 2005 2004 Current portion of
term loans 2,039 2,039 Kazgermunai debt 13,899 13,502 Working
capital facilities 55,000 - ------------ ------------ 70,938 15,541
------------ ------------ ------------ ------------ Working capital
facilities The Corporation has three revolving working capital
facilities available totaling $190.0 million, with $175.0 million
committed and $15.0 million uncommitted, secured by a corporate
guarantee. The facilities have interest rates ranging from LIBOR
plus 2.65% per annum to 10% per annum. $30.0 million of the
committed facilities has been dedicated to cover margin calls under
the Corporation's hedging program. This amount is not available for
general corporate purposes. As at June 30, 2005 the Corporation had
drawn $55.0 million under these facilities, bearing an annual
interest rate of 8%. 9 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 Three
Months Ended June 30, 2005 June 30, 2004 --------------------
-------------------- Number Amount Number Amount
-------------------- -------------------- Balance, beginning of
period 75,728,337 190,913 79,865,009 195,271 Shares repurchased and
cancelled pursuant to normal course issuer bid (1,806,100) (4,593)
- - Stock options exercised for cash 74,113 780 732,157 596
------------ ------- ------------ ------- Balance, end of period
73,996,350 187,100 80,597,166 195,867 ------------ -------
------------ ------- ------------ ------- ------------ ------- Six
Months Ended Six Months Ended June 30, 2005 June 30, 2004
-------------------- -------------------- Number Amount Number
Amount -------------------- -------------------- Balance, beginning
of period 76,223,130 191,529 77,920,226 191,695 Shares repurchased
and cancelled pursuant to normal course issuer bid (2,538,900)
(6,451) - - Stock options exercised for cash 303,961 2,019
2,648,382 4,163 Corresponding convertible securities, converted
8,159 3 28,558 9 ------------ ------- ------------ ------- Balance,
end of period 73,996,350 187,100 80,597,166 195,867 ------------
------- ------------ ------- ------------ ------- ------------
------- In August 2004, the Corporation renewed its Normal Course
Issuer Bid program which enabled the Corporation to repurchase
7,091,429 Class A common shares during the period from August 13,
2004 to August 12, 2005. The Corporation repurchased and cancelled
1,806,100 shares at an average price of C$41.3 per share during the
three months ended June 30, 2005 (2,538,900 shares at an average
price of C$42.2 per share during the six months ended June 30,
2005). The excess of cost over the book value for the shares
repurchased was applied to retained earnings. A summary of the
status of the Corporation's stock option plan as of June 30, 2005
and the changes during the six months ended June 30, 2005 and the
year ended December 31, 2004 are presented below (weighted average
exercise price expressed in Canadian dollars): Options Weighted
Average Exercise Price Outstanding at December 31, 2003 5,115,460
8.17 Granted 724,100 42.50 Exercised (3,560,379) 4.77 Forfeited
(192,525) 15.94 ------------- Outstanding at December 31, 2004
2,086,656 25.17 ------------- ------------- Granted 321,000 40.00
Exercised (312,120) 8.03 Forfeited (28,084) 18.83 -------------
Outstanding at June 30, 2005 2,067,452 30.16 -------------
------------- Options exercisable as at: December 31, 2004 866,903
16.29 June 30, 2005 593,935 20.06 10 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 Six Months Ended June
30, June 30, 2005 2004 2005 2004 Income before income taxes 236,894
202,719 502,326 335,077 Statutory Kazakhstan income tax rate 30%
30% 30% 30% Expected tax expense 71,068 60,816 150,698 100,523
Effect of higher tax rate in Kazgermunai 4,253 2,138 5,732 1,465
Excess profit tax provision 19,450 6,833 34,843 9,833 Income tax
assessment in Turgai for 2002 - 2003 2,629 - 2,629 - Other
permanent differences, net 759 10,205 3,792 12,396 --------
-------- -------- -------- Income tax expense 98,159 79,992 197,694
124,217 -------- -------- -------- -------- -------- --------
-------- -------- 11 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 Six Months Ended June 30, June 30, 2005 2004
2005 2004 Weighted average number of common shares outstanding
74,666,131 79,442,775 75,288,966 79,257,431 Dilution from
exercisable options (including convertible securities) 350,245
1,278,756 452,441 1,227,461 Diluted number of shares outstanding
75,016,376 80,721,531 75,741,407 80,484,892 698,100 options were
excluded from the calculation of diluted number of shares
outstanding for the three months ended June 30, 2005 (683,100 for
the six months ended June 30, 2005) as the exercise price was in
excess of the average market price. No options were excluded from
the calculation of diluted number of shares outstanding for the
three and six months ended June 30, 2004 as the market price was in
excess of the exercise price. 12 FINANCIAL INSTRUMENTS The
Corporation's financial instruments include cash and cash
equivalents, accounts receivable, all current liabilities and long-
term debt. The fair value of cash and cash equivalents, accounts
receivable and current liabilities approximates their carrying
amounts due to the short-term maturity of these instruments. The
fair value of Kazgermunai debt and the term loans approximates
their carrying value as they bear interest at market rates. The
fair value of the 9.625% Notes is $136.8 million versus the
carrying value of $125.0 million as at June 30, 2005 as determined
through reference to the market price. 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 had entered into the
following contracts with major financial institutions. Contract
Contract Period Contract Price Ceiling Amount Type or (bbls per
Contracted month) Price 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 During
the three months ended June 30, 2005 the Corporation has foregone
revenue of $39.5 million through these contracts ($77.7 million
during the six months ended June 30, 2005). The unrealized loss
under these hedges as at June 30, 2005 is $84.8 million. This
amount is deferred and recognized in the consolidated statement of
income when the related contract is settled. The fair value of
these hedges was determined based on future Brent crude oil prices
as at June 30, 2005. 13 CASH FLOW INFORMATION Interest and income
taxes paid: Three Months Ended Six Months Ended June 30, June 30,
2005 2004 2005 2004 Interest paid 1,117 2,205 7,531 10,702
---------- ---------- ---------- ---------- Income taxes paid
168,098 61,701 238,263 104,114 ---------- ---------- ----------
---------- 14 COMMITMENTS AND CONTINGENCIES Tax Assessments Turgai
tax assessments During 2004, Turgai was subject to a tax audit for
the years 2002-2003 and received a tax assessment for $150.0
million at current exchange rates including penalties and interest
(the Corporation's 50% share is $75.0 million). The major
assessment in the tax audit was for excess profit taxes of
approximately $101.5 million including fines and penalties (the
Corporation's 50% share is $50.75 million). The assessment was
based on the position that expenditures relating to construction in
progress are not allowed as a cash outflow when computing the
internal rate of return until construction is completed and
depreciation has commenced. The Corporation believes this position
is contrary to the concept of an internal rate of return
calculation and counter to the legislation of the Republic of
Kazakhstan. The Corporation, the other 50% shareholder Lukoil and
Turgai entered into discussions regarding this assessment with the
Ministry of Finance. These discussions are being held to determine
the correct method of calculating excess profit tax and to clarify
the interpretation of current legislation. The assessment on excess
profit tax has been removed pending conclusion of these
discussions. Upon agreement with the Ministry of Finance, Turgai
will present a proposed Hydrocarbon Contract amendment to the
Ministry of Energy and Mineral Resources, clarifying the method of
calculating excess profit tax. A final assessment pertaining to
excess profit tax may be issued depending on the outcome of the
discussions. The outcome of these discussions can not be
determined, and, therefore, no amounts have been recorded in these
interim consolidated financial statements. The remaining amount of
$48.5 million was discussed with the Ministry of Finance and Turgai
appealed through the courts. Turgai was successful with respect to
$20.5 million, was unsuccessful on $11.9 million with the balance
of $16.1 million still pending a decision on appeal. Of the
assessments upheld by the courts, $10.7 million related to
accelerated depreciation claims that were disallowed under Turgai's
stabilized tax legislation. The Corporation has recorded its 50%
share of the $11.9 million of assessments upheld by the courts as
an expense in the current period and recorded a future income tax
benefit amounting to $3.3 million on the accelerated depreciation.
PKKR and PKOP transfer pricing assessments In April 2005, the
Corporation, through its subsidiaries, received two assessments on
transfer pricing for 2002 and 2003, including $61.9 million for
PKKR and $11.7 million for PKOP (at current exchange rates). For
crude oil sales, the majority of the assessment pertains to the
differentials to market benchmarks negotiated with purchasers of
PKKR's crude oil that reflect transportation costs to the
corresponding markets. For refined products, the major portion of
the assessment relates to applying retail prices to the
Corporation's wholesale sales transactions. The Corporation
believes these assessments are incorrect, as they fail to apply the
correct market prices for the type of sales transaction and to
recognize the arms length nature of the transactions. The
Corporation has appealed these assessments and is currently engaged
in discussions with the tax authorities. No provision has been made
in the interim consolidated financial statements for these
assessments. Kazgermunai tax assessments In late 2003, the
Corporation, through its joint venture Kazgermunai, received tax
assessments for 2001 and 2002 amounting to $9.6 million at current
exchange rates (the Corporation's 50% share - $4.8 million).
Kazgermunai appealed these assessments and prevailed with respect
to $4.2 million, was unsuccessful regarding $0.5 million with the
outcome of the remaining $4.9 million still pending while under
appeal. The Corporation has recorded $0.25 million, its 50% share
of the assessment upheld by the court, in these interim
consolidated financial statements. In late 2004, Kazgermunai
received a transfer pricing assessment for 2003 for approximately
$6.1 million at current exchange rates (the Corporation's 50% share
- $3.05 million). Neither the Corporation nor Kazgermunai agree
with this assessment, and Kazgermunai is currently disputing this
assessment through the legal system. No amounts were recorded
related to this assessment in the interim consolidated financial
statements. Tax inspections The Corporation's operating
subsidiaries in Kazakhstan are currently the subject of tax
inspections for the years 2002 through 2004. These inspections are
expected to be complete and assessments, if any, issued in the
third or fourth quarter of 2005. Agency for Regulation of Natural
Monopolies and Protection of Competition ("ARNM") The ARNM claimed
$32.7 million (at current exchange rates) from a group distribution
company for allegedly violating Kazakhstan's competition law. The
group distribution company initiated legal proceedings and the
court of first instance dismissed the ARNM claim. The ARNM appealed
this decision; the appellate court upheld the decision of the lower
court. The ARNM has filed a motion to re-open the court case on the
basis of new information. The ARNM also claimed approximately $97.3
million (at current exchange rates) from group distribution
companies for allegedly violating Kazakhstan's competition law. The
group distribution companies initiated legal action, and at the
Astana City Court were unsuccessful in their challenge of
allegations by the ARNM that these companies had violated
Kazakhstan competition laws. The initial trial court judgment
upheld the ARNM determination that these group distribution
companies had received unjustified revenues totaling approximately
$97.3 million. The group distribution companies appealed this
judgment to the Supreme Court. The initial Supreme Court hearing on
the matter was held in the second quarter of 2004 and the Court
suspended the case and instructed the parties to seek an agreed
settlement. During the period from April to May 13, 2004 the
parties did engage in discussions aimed at a settlement, but were
unable to resolve the matter through negotiations. On May 13, 2004,
after a hearing on the merits, the Supreme Court overturned the
lower court decision which was in favour of the ARNM and sent the
case back to the Astana City Court for a new trial. During the
third quarter of 2004, the General Prosecutor's office filed a
protest regarding the May 13 decision of the Supreme Court with the
Supreme Court Supervisory Panel. On August 25, 2004, the
Supervisory Panel issued an opinion upholding the May 13 decision
and returned the case to the Astana City Court. In September 2004,
the Astana City Court issued a ruling suspending further
consideration of the merits of the case pending the completion of
parallel investigations being conducted by the "Agency of the
Republic of Kazakhstan for Fight Against Economic and Corruption
Criminality" ("Finance Police"). This suspension was removed in
late 2004 and the case was reviewed by economic and financial
experts under order of the Court. It was expected that the economic
and financial expertise would be concluded during the spring of
2005 and that the case would, at that point, be subject to further
review and decision by the Astana City Court. In April 2005, the
Finance Police placed a lien on the property of PKOP for $13.4
billion Tenge (approximately $98.9 million) to secure the ARNM's
claim for approximately $97.3 million (at current exchange rates)
against group distribution companies and the amounts claimed as
damages under the criminal charges brought against certain
executives of PKOP. The Corporation has appealed this lien to the
General Prosecutor's Office and if unsuccessful will appeal in
court. It remains the Corporation's view that the allegations
leveled against the group distribution companies are without
justification. A highly competitive market exists for oil products
within Kazakhstan and the current level of prices reflects current
world crude oil prices. Also, the prices charged by the group
distribution companies are competitive with Russian imports and
with those charged by 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. The Corporation has not provided
for these amounts in the interim consolidated financial statements.
See Note 15 Subsequent Events. Curtailment of production On April
26, 2005 the Corporation's subsidiary PKKR commenced the process of
reducing production in accordance with new legislation passed in
December 2004 prohibiting gas flaring except under limited
circumstances. Turgai and Kazgermunai also reduced production to
comply with the new legislation. The Corporation remains hopeful
that, in view of its current investment program to achieve full gas
utilization by mid-2006, it will be allowed to resume production at
higher rates prior to the completion of its gas re-injection
program. Kazgermunai social infrastructure obligations In February
2005, the Corporation's joint venture Kazgermunai, received a claim
filed by the Kyzylorda Regional Oblast Akimat (regional
administration) for failure to fulfill infrastructure obligations
amounting to $31.2 million alleged to arise from the terms of its
Foundation Agreement, supplementary agreements, and subsequent
amendments to these agreements. The claim was for approximately
$102.0 million (the Corporation's 50% share is $51.0 million), with
$31.2 million relating to infrastructure obligations and the
remainder being interest charges. In May 2005, Kazgermunai and the
Akimat reached a settlement agreement under which Kazgermunai
agreed to pay $31.2 million (the Corporation's 50% share is $15.6
million) for fulfillment of all of its infrastructure obligations.
The Corporation capitalized this payment as it settles one of the
alleged obligations of Kazgermunai under its Foundation Agreement.
Litigation Turgai claims against PKKR --------------------------
Migration of crude oil In May 2005, Turgai filed a claim that
alleged that PKKR has produced crude oil that originated from
Turgai's license area. The claim is for approximately $188.2
million at current exchange rates. The first hearing was to be held
on June 21, 2005 and was delayed until July 14, 2005. The
Corporation believes that this claim is groundless, has documented
numerous technical and legal counter arguments in support of its
position, and, therefore, has made no provision for this claim in
these interim consolidated financial statements. See Note 15
Subsequent Events. Return of crude oil In May 2005, Turgai filed a
claim seeking that PKKR return to Turgai approximately 395,000
tonnes of crude oil (3.1 million barrels) that Turgai alleged PKKR
should not have shipped to the Shymkent refinery. The Corporation
disagrees with this claim, on the basis that the crude oil was
shipped in accordance with the MEMR monthly refinery supply plan,
as well as applicable Turgai shareholder agreements and board
resolutions. Additionally, PKOP had paid Turgai for the crude oil
and Turgai had accepted the payment. The court of first instance,
the Kyzylorda Specialized Interdistrict Economic Court, ruled in
Turgai's favor and PKKR has filed an appeal. The Appellate Court
hearing was scheduled to take place on July 20, 2005. See Note 15
Subsequent Events. Central processing facility curtailment In
February 2005, the Corporation, through PKKR, received a claim
filed by Turgai for $18.3 million in damages related to the
temporary production curtailment of Turgai in late December 2004
and alleged lost revenue from export sales. The claim was separated
into two cases. The first case, for $13.1 million, related to the
alleged lost revenue from export sales of 60,000 tonnes. In March
2005, the Kyzylorda Interregional Economic Court issued a decision
in favor of Turgai. PKKR filed an appeal, the hearing of which was
held in April 2005. The Appellate Court issued a decision requiring
PKKR to pay Turgai $13.1 million for the alleged lost revenues from
export sales of 60,000 tonnes (0.46 million barrels), and, in
return, Turgai was required to transfer title to 60,000 tonnes of
crude oil to PKKR. PKKR does not plan to appeal this ruling. The
Corporation has recorded the transaction as a purchase of crude oil
in the interim consolidated financial statements. The second case,
for $5.2 million, related to compensation for damages from the
curtailment of production. The Court of first instance ruled in
favor of Turgai; PKKR appealed and the Appellate Court ruled in
Turgai's favor but reduced the amount to $3.5 million. The
Corporation has recorded the consolidated impact of $1.7 million as
part of general and administrative expenses in the interim
consolidated financial statements. Price received for crude sold to
PKOP In April 2005, Turgai filed two claims with respect to the
price paid by PKOP for purchased crude oil. In the first claim,
which covers the period from August to October 2004, Turgai is
claiming approximately $5.5 million at current exchange rates for
the alleged difference between market price and the price paid by
PKOP for crude oil purchased from Turgai and is seeking to
invalidate offsets totaling $31.7 million that PKOP made for
amounts owed by Turgai. The court of first instance, the Kyzylorda
Specialized Interdistrict Economic Court, ruled in Turgai's favor
and PKOP has lodged an appeal. The Appellate Court hearing took
place on July 20, 2005. See Note 15 Subsequent Events. No provision
has been made in the interim consolidated financial statements
because the Corporation believes that Turgai's claims are
groundless. The purchase price for crude oil is based upon a
formula that has been approved and agreed to by Turgai's Board of
Directors and its shareholders. The second claim is for November
and December 2004 crude oil purchases and is claiming approximately
$7.3 million for the alleged difference between market price and
the price paid by PKOP for crude oil purchased from Turgai. The
court of first instance, the Kyzylorda Specialized Interdistrict
Economic Court, ruled in Turgai's favor and PKOP has appealed. The
Appellate Court hearing was expected to take place in July 2005.
The date of the hearing has not been set. No provision has been
made in the interim consolidated financial statements as the
Corporation believes that Turgai's claims are groundless.
Invalidation of export contracts In June 2005, Turgai filed a claim
seeking damages of approximately $3.5 million for earlier actions
taken by PetroKazakhstan Inc. and PKKR to invalidate certain Turgai
export contracts. Turgai petitioned the Kyzylorda Specialized
Interregional Economic Court to post as security the Corporation's
shares in Turgai pending the outcome of the court proceedings.
PetroKazakhstan Inc. and PKKR are continuing to take measures to
release the shares and will vigorously defend themselves. In the
event that hearings proceed, PetroKazakhstan believes the claims
are groundless as Turgai sustained no damage. In the unlikely event
that PetroKazakhstan loses the case, payment of the damages awarded
will immediately release the security on PetroKazakhstan Inc.'s
shares in Turgai. Lukoil Litigation -----------------
PetroKazakhstan vs Lukoil Stockholm Arbitration On July 6, 2004,
PetroKazakhstan filed a Request for Arbitration with the
Arbitration Institute of the Stockholm Chamber of Commerce against
Lukoil Overseas Kumkol BV ("Lukoil") seeking compensation for lost
profits which PetroKazakhstan would have received as a 50%
shareholder of Turgai Petroleum but for Lukoil's failure to finance
the joint venture as provided under the Foundation Agreements for
the Joint Venture and for Lukoil's actions in violation of
corporate governance obligations and tender approval requirements.
The Statement of Claim also includes damages for costs incurred due
to Lukoil-initiated litigation in Kazakhstan, to force a
PetroKazakhstan subsidiary, PKOP, to accept crude oil for
processing rather than sale, and will also claim any losses
incurred in current Kazakh litigation, relating to crude oil sales
pricing in August-December 2004 and crude oil delivery and pricing
in January-March 2005. PetroKazakhstan submitted its full Statement
of Claim on April 22, 2005 and its statement of the damages it is
seeking on June 30, 2005. PetroKazakhstan's Statement of Damages
claims $293 million, and injunctive relief to halt all actions that
violate corporate governance obligations. Lukoil submitted its
Preliminary Statement of Defense and Counterclaim on July 7, 2004
and claimed $252 million for Turgai and $4 million for Lukoil,
together with a request for a $600 million letter of credit as a
surety against PetroKazakhstan requests for injunctive relief.
Lukoil is expected to file its Statement of Damages on October 3,
2005. A preliminary hearing is scheduled before the Tribunal on
September 19, 2005. The outcome of this litigation can not be
determined, and, accordingly, no amounts have been recorded in the
interim consolidated financial statements. PetroKazakhstan vs
Lukoil Amsterdam litigation On July 21, 2004, PKKR filed a claim in
the District Court of Amsterdam against Lukoil for damages suffered
by PKKR as a result of unlawful actions by Lukoil related to the
shut-in of certain wells located at the border of the Kumkol North
and the Kumkol South fields. The preliminary amount of the claim,
as at the date of the filing, was an initial $65 million. This
amount increases daily as the production of Kumkol South continues
to be partly constrained. The outcome of this litigation can not be
determined, and, accordingly, no amounts have been recorded in the
interim consolidated financial statements. PetroKazakhstan vs
Lukoil/Turgai Paris Arbitration On May 9, 2005, PetroKazakhstan
filed a Request for Arbitration with the Arbitration Institute of
the International Chamber of Commerce, Paris. PetroKazakhstan is
seeking clarification of Turgai's and Lukoil's obligations and
other terms of the KAM pipeline agreements. Lukoil and Turgai have
agreed to consolidate all KAM pipeline related disputes under this
arbitration and have withdrawn all KAM pipeline related claims from
the Kazakh court system. As part of this agreement, Lukoil and
Turgai have dropped an earlier claim brought in the Kazakh Courts
seeking to invalidate the arbitration clauses of the KAM pipeline
agreements. Lukoil/Turgai vs PetroKazakhstan Stockholm Arbitration
In April 2005, the Corporation received a copy of a Request for
Arbitration filed with the Arbitration Institute of the Stockholm
Chamber of Commerce by Lukoil and Turgai against PetroKazakhstan
Inc. for $100 million. This amount represents the alleged
difference between market prices and the prices paid by PKOP for
crude oil purchased from Turgai during the period from October 2003
to November 2004. The Corporation believes the claim is without
merit, as the price paid was in accordance with prevailing
agreements. No provision has been made in the interim consolidated
financial statements for this claim. Ministry of Energy and Mineral
Resources Geology and Subsurface Use
-------------------------------------------------------------------
Committee ("Committee") of the Republic of Kazakhstan vs. PKKR
-------------------------------------------------------------- In
May 2005, the Committee filed a claim against PKKR for
approximately $4.4 million for violation of a no flaring injunction
received earlier in the year. The first hearing was held on July 6,
2005 with the decision in favor of the Committee. The Corporation
does not agree with the decision and plans to appeal. The
Corporation has not provided for this claim in the interim
consolidated financial statements. PKOP vs. SFE Ltd.
----------------- In October 2004, PKOP filed a claim against SFE
Ltd., a minority shareholder in PKOP, for enforcement of a share
redemption agreement pursuant to SFE Ltd. requesting redemption
after voting against a reorganization of PKOP from a joint stock
company to an LLP. SFE Ltd. has filed a number of counter claims
with the most significant disputing the valuation of its shares in
PKOP and obtaining injunctions prohibiting PKOP from entering into
certain transactions. The case regarding the injunction prohibiting
certain transactions has progressed through the Kazakhstan court
system and in May of 2005, the Supreme Court ruled that pending the
outcome of the dispute, PKOP is prohibited from entering into
transactions, which would decrease the equity of PKOP and that PKOP
can not enter into share transactions. The remaining cases are
progressing through the court system. The outcome of the litigation
can not be determined, and, therefore, no amounts were recorded in
the interim consolidated financial statements. Other Litigation
---------------- The Corporation is involved in certain other
litigation and claims associated with the normal course of
operations. Management believes that settlements, if any, would not
have a material impact on the Corporation's interim consolidated
financial statements. 15 SUBSEQUENT EVENTS ARNM ---- On July 13,
2005 the City Court of Astana rendered a decision adverse to the
group distribution companies for an aggregate amount of
approximately $55.4 million. The judgement may be appealed to the
Supreme Court of Kazakhstan. The outcome of the appeal can not be
determined, therefore, no provision has been made in the interim
consolidated financial statements for this judgement. The
Corporation, through its subsidiaries in Kazakhstan, has been
involved in extensive negotiations aimed towards a settlement. The
Corporation does not view this judgement as an obstacle to the
settlement of the civil and related criminal cases. Turgai claims
against PKKR -------------------------- Migration of crude oil At a
hearing on July 18, 2005, the court requested that MEMR experts
review the technical arguments. This process is expected to require
a number of months to complete. Return of crude oil On July 20,
2005 the Appellate Court, the Board of Civil Affairs of Kyzylorda
Oblast Court, ruled in Turgai's favor and obligated PKKR to return
approximately 395,000 tonnes to Turgai. Turgai argued that PKKR was
obliged to transfer crude oil into the Kaztransoil pipeline system
for export under a Services Contract. PKKR argued in its appeal
that oil was forwarded to the Shymkent Refinery, by a different
route in accordance with the MEMR monthly refinery supply plan, as
well as existing contractual obligations of Turgai approved by
Shareholder Resolutions and also other contractual arrangements
approved by Lukoil. The Corporation also noted that Turgai received
and accepted money from PKOP for the crude oil supplied to the
refinery by Turgai. PKKR intends to appeal this decision to the
Supervisory Panel of the Board on Civil Affairs of the Kyzylorda
Oblast Court but in the meantime, as required by law, PKKR will
execute the court decision and return the crude oil to Turgai. The
Corporation will, in any event, pursue reimbursement of damages at
international arbitration, owing to Lukoil's failure to comply with
shareholders agreements related to Turgai and breaches of corporate
governance rules. These interim consolidated financial statements
still record the deliveries of Turgai crude oil made to Shymkent in
January-March 2005 as sales of Turgai, because the Corporation does
not agree with this decision and will appeal. Price received for
crude sold to PKOP On July 20, 2005 the Appellate Court of the
South Kazakhstan Oblast issued a decision that PKOP should
reimburse the alleged difference of approximately $5.5 million
between alleged market price and the price paid by PKOP for crude
oil purchased from Turgai during the period from August to October
2004. PKOP disagrees with this decision as Turgai was contractually
bound to supply PKOP, at the price paid by PKOP, because there was
a crude purchase contract in force that had been approved by the
shareholders, Lukoil and PetroKazakhstan. PKOP will appeal again to
the Supervisory Panel of the South Kazakhstan Oblast Court, but in
the meantime, as required by law, will pay the amount in question.
The Corporation will, in any event, pursue reimbursement in
international arbitration owing to Lukoil's wrongful failure to
comply with the requirements of the Kazakhstan Law on Joint Stock
Companies and other breaches of the Corporation's shareholder
agreement with Lukoil. The Corporation has not recorded any
provision for this decision, as it does not agree and plans to
further appeal. Road Tax assessments for 1998 and 1999
-------------------------------------- PKKR has been disputing
approximately $7.9 million (using current exchange rates) in
assessed fines and penalties relating to assessments received for
the 1998 and 1999 taxation years. This matter was previously
appealed to the Supervisory Panel of the Supreme Court
("Supervisory Panel"), and they remanded the case back to the lower
court in Kyzylorda for a retrial. The lower court rejected the
Supervisory Panel's instruction, a retrial was not held, and the
lower court let the original decision stand. The Corporation
recorded, as an expense, $8.0 million in the consolidated financial
statements for the year ended December 31, 2004. The lower court's
refusal to comply with the Supervisory Panel's instruction was
appealed to the Supervisory Panel. On July 19, 2005 a hearing was
held, whereby the Supervisory Panel issued a decision in favor of
PKKR. The Corporation reversed $7.9 million from royalties and
expenses and recorded this amount as an account receivable in its
interim consolidated financial statements. DATASOURCE:
PetroKazakhstan Inc. CONTACT: Ihor P. Wasylkiw, Vice President
Investor Relations, (403) 221-8658, (403) 383-2234 (cell); Jeffrey
D. Auld, Vice President, Treasurer, + 44 (1753) 410-020, + 44
79-00-891-538 (cell)
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