14 May 2008 14:30
May 14, 2008
CAZA OIL & GAS, INC. ("Caza" or the "Company") (TSX:CAZ) (AIM:CAZA)
INTERIM FINANCIAL REPORT - FIRST QUARTER RESULTS
Financial and Operating Results for the Three Months Ended March 31, 2008
Houston, Texas - May 14, 2008 - Caza Oil & Gas, Inc. is pleased to announce its financial and operating results for the three months ended March 31, 2008.
First Quarter 2008 Highlights
Financial:
Total revenue of $729,284 (Q1 2007 - $240,563).
Net loss of $635,685 (Q1 2007 - $130,016).
Capital expenditures totaled $4,153,166, (Q1 2007 - $4,173,579).
Operational:
Sales volumes averaged 953 Mcfe/d, 168% higher than the volumes recorded in the comparative three-month period ended 2007.
On a Mcf equivalent basis, natural gas accounted for 98% of first quarter 2008 volumes and NGLs 2%.
Caza's realized natural gas price increased 12% to $8.41/Mcfe from $7.50/Mcfe in the comparative three-month period ended 2007.
Most of the first quarter 2008 expenditures were incurred in the Gulf Coast area of Texas, Louisiana and New Mexico.
Outlook
Commodity prices have recently reached new highs and futures markets indicate that this trend should continue in the foreseeable future. Caza currently has no arrangements in place that limit the upside of its oil and natural gas prices. These currently high prices will provide the corporation with financial flexibility. Caza continues to build its prospect inventory for future drilling.
Commenting, Mike Ford, CEO of Caza said:
"This has been another growth period for the Company and the current market conditions provide continuing opportunities to grow Caza's production, cash flow and net asset value. Caza continues to actively generate additional new prospects in addition to evaluating opportunities to significantly increase the size of its business."
| HIGHLIGHTS | | | |
| (in United States dollars) | | | |
| Three Months Ending March31, | 2008 | 2007 | %change |
| | | | |
| Financial | | | |
| Gas and Condensate revenue | 729,284 | 240,563 | 203 |
| Net Income (loss) | (635,685) | (130,016) | 389 |
| Per share - basic and diluted | (0.01) | (0.00) | |
| Capital expenditures (net) | 4,153,166 | 4,173,579 | 0 |
| | | | |
| Operations | | | |
| Sales volumes | | | |
| Natural gas (mcf/d) | 932 | 343 | 172 |
| Natural gas liquids (bbls/d) | 3 |
2 | 54 |
| Combined (mcfe/d) | 953 | 356 | |
| Operating netbacks ($/mcfe) | | | |
| Average selling prices | 8.41 | 7.50 | 12 |
| Production expenses | 0.92 | 0.69 | 33 |
| Severance Taxes | 0.59 | 0.65 | -9 |
| Transportation expenses | 0.12 | - | |
| Operating netback | 6.78 | 6.17 | 10 |
| Share Data | | | |
| Weighted average outstanding | 95,821,000 | 72,827,556 | 32 |
| Equity outstanding - end of period | | | |
| Common and exchangeable shares | 95,821,000 | 73,000,000 | 31 |
| Warrants | 20,700,000 | 22,400,000 | -8 |
| Stock options | 6,605,000 | 3,965,000 | 67 |
About Caza:
Caza is engaged in the acquisition, exploration, development and production of hydrocarbons in the Texas Gulf Coast (on-shore), south Louisiana, southeast New Mexico and the Permian Basin of West Texas regions of the United States of America through its subsidiary, Caza Petroleum, Inc.
For further information contact:
Caza Oil & Gas, Inc.
John McGoldrick
Executive Chairman
+1 281 363 4442
Website: www.cazapetro.com
OR
Noble & Company Limited
Nick Naylor / Jamie Boyd
Nominated Adviser
+44 (0) 20 7763 2200
OR
Aquila Financial Ltd.
Peter Reilly
Financial Public Relations Advisers
+44 (0)118 979 4100
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following interim Management's Discussion and Analysis ("MD&A") of the financial results for Caza Oil & Gas, Inc. ("Caza" or the "Company") should be read in conjunction with the unaudited consolidated interim financial statements dated for the three month period ended March 31, 2008, the annual information form, the audited consolidated financial statements and corresponding MD&A for the year ended December 31, 2007. Additional information relating to the Company can be found on SEDAR at www.sedar.com. All figures herein have been prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP") otherwise stated. This MD&A is dated May 12, 2008.
Forward Looking Information
In addition to historical information, the MD&A contains forward-looking statements that are generally identifiable as any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events of performance (often, but not always, through the use of words or phrases such as "will likely result," "expected," "is anticipated," "believes," "estimated," "intends," "plans," "projection" and "outlook") are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements.
These statements are based on certain factors and assumptions regarding the results of operations, the performance of projected activities and business opportunities. Specifically, we have used historical knowledge and current industry trends to project budgeted expenditures for 2008. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect.
Actual results achieved during the forecast period will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Such factors include, but are not limited to: risks associated with the Company's stage of development; competitive conditions; share price volatility; risks associated with crude oil and natural gas exploration and development; risks related to the inherent uncertainty of reserves and resources estimates; possible imperfections in title to properties; the volatility of crude oil and natural gas prices and markets; environmental regulation and associated risks; loss of key personnel; operating and insurance risks; the inability to add reserves; risks associated with industry conditions; the ability to obtain additional financing on acceptable terms if at all; nonߛoperator activities; the inability of investors in certain jurisdictions to bring actions to enforce judgments; equipment unavailability; potential conflicts of interest; risks related to operations through subsidiaries; risks related to foreign operations; currency exchange rate risks and other factors, many of which are beyond the control of the Company. Accordingly, there is no representation by Caza that actual results achieved during the forecast period will be the same in whole or in part as that forecast. Further, Caza undertakes no obligation to update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable securities laws.
Financial outlook information contained in this MD&A about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this MD&A should not be used for purposes other than for which it is disclosed herein.
Non-GAAP Measures
The financial data presented herein has been prepared in accordance with GAAP. The Company has also used certain measures of financial reporting that are commonly used as benchmarks within the oil and natural gas production industry in the following MD&A discussion. The measures are widely accepted measures of performance and value within the industry, and are used by investors and analysts to compare and evaluate oil and natural gas exploration and producing entities. Most notably, these measures include operating netback and funds flow from (used in) operations. Operating netback is a benchmark used in the crude oil and natural gas industry to measure the contribution of oil and natural gas sales and is calculated by deducting royalties and operating costs from revenues. Funds flow from (used in) operations is cash flow from operating activities before changes in non-cash working capital, and is used to analyze operations, performance and liquidity. These measures are not defined under GAAP and should not be considered in isolation or as an alternative to conventional GAAP measures. These measures and their underlying calculations are not necessarily comparable to a similarly titled measure of another entity. When these measures are used, they are defined as "non GAAP" and should be given careful consideration by the reader.
Note Regarding Boe and Mcfe
Per barrel oil equivalent amounts ("boe") and one thousand cubic feet of gas equivalent ("Mcfe") amounts may be misleading, particularly if used in isolation. A boe conversion of 6 Mcf of natural gas to 1 bbl of oil, or a Mcfe conversion ratio of 1 bbl of oil to 6 Mcf of natural gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the well head.
Currency
References to "dollars" and "$" are of U.S. dollars and references to "CDN$" are to Canadian dollars.
Operating Netback Summary
The following table reconciles the Company's operating netback which is considered to be a non-GAAP measure:
| (on a Mcfe basis) | Three Months Ended March 31, 2008 | Three Months Ended March 31, 2007 | Year Ended December 31, 2007 |
| Oil and natural gas revenue | $ 8.41 | $ 7.50 | $ 6.68 |
| Production expenses | (0.92) | (0.69) | (1.63) |
| Severance expenses | (0.59) | (0.65) | (0.61) |
| Transportation expenses | (0.12) | - | (0.10) |
| Operating netback (non-GAAP) | $ 6.78 | $ 6.17 | $ 4.43 |
FINANCIAL AND OPERATING RESULTS
Petroleum and Production Revenue
| Three Months Ended March 31, 2008 | Three Months Ended March 31, 2007 | |
| Natural gas | ||
| Production (Mcf) | 84,855 | 30,866 |
| Revenue ($) | 692,908 | 229,116 |
| Price ($/Mcf) | 8.17 | 7.42 |
| Natural gas liquids | ||
| Production (bbls) Revenue ($) | 316 36,376 | 202 11,447 |
| Price ($/bbl) | 115.24 | 56.63 |
| Combined | ||
| Production (Mcfe) | 86,749 | 32,079 |
| Revenue ($) Price ($/Mcfe) | 729,284 8.41 | 240,563 7.50 |
| Mcfe/d | 953 | 356 |
Natural gas and condensate revenues increased 203% to $729,284 for the three-month period ended March 31, 2008 from $240,563 for the three-month period ended March 31, 2007 (the "comparative period"). Caza production increased 170% to 86,749 Mcfe for the three-month period ended March 31, 2008 up from 32,079 Mcfe for the comparative period. This represents an average daily production rate increase of 168% for the three months ended March 31, 2008 of 953 Mcfe/d as compared to 356 Mcfe/d for the comparative period. The average natural gas price received by Caza increased 12% to $8.41 per Mcfe during the three-month period ended March 31, 2008 from $7.50 per Mcfe during the comparative period. The increase in revenues and production from the first quarter of 2007 are a result of the Matthys McMillan well coming on line in the third quarter of 2007. . Presently the Company has not hedged any of its production and does not have any commodity price management programs in place.
Production Expenses
Severance taxes and transportation expenses totaled $61,456 ($0.71/Mcfe) for the three-month period ended March 31, 2008, representing an increase of 196% from $20,780 ($0.65/Mcfe) incurred during the comparative period and an average increase of 12% in the price of natural gas to $8.41 from $7.50 in the comparative period. Severance tax is a tax imposed by states on natural resources such as crude oil, natural gas and condensate extracted from the ground. The tax is calculated by applying a rate to the dollar amount of production from the property or a set dollar amount applied to the volumes produced from the property. The increase in severance taxes and transportation costs are a result of the Matthys McMillan well coming on line in the third quarter of 2007.
Production expenses for the three-month period ended March 31, 2008 were $79,431 compared to $22,005 for the comparative period. Caza's average lifting cost for the three-month period ended March 31, 2008 was $0.92 per Mcfe versus $0.69 per Mcfe for the comparative period. This increase in lifting costs occurred as a result of increases of operating expenses on a few of Caza's wells. This increase of lifting cost was however offset by lower lifting costs per Mcfe on the Matthys McMillan and SL 18582 wells.
Depletion, Depreciation and Accretion
Depletion, depreciation, amortization and accretion expense for the first three months of 2008 increased to $322,502 ($3.80/Mcfe) from $46,597 ($1.51/Mcfe) in the comparative period. The increased expense resulted from drilling costs associated with, and production from, the additional wells drilled during 2007.
Costs of acquiring unproved properties of $15,181,096 were excluded from depletable costs in accordance with Canadian Institute of Chartered Accountants Accounting Guideline 16. A proportionate amount of the carrying value will be transferred to the depletable pool as reserves are proven up through the execution of Caza's exploration program.
General and Administrative Expenses
| Three Months Ended March 31, 2008 | Three Months Ended March 31, 2007 | |
| General and administrative ($) | 1,263,945 | 485,105 |
| General and administrative recovery ($) | (43,118) | (7,006) |
| Net general and administrative ($) | 1,220,827 | 478,099 |
| General and administrative ($/Mcfe) | 14.57 | 15.12 |
| Net general and administrative ($/Mcfe) | 14.07 | 14.90 |
General and administrative expenses were $1,220,827 for the three-month period ended March 31, 2008 and $478,099 for the comparative period. Stock-based compensation expense in the amount of $184,588 are included in general and administrative expenses for the three-month period ended March 31, 2008 ($93,701 in 2007). Increased salaries, wages and consulting fees were primarily responsible for the increase in total general and administrative expenses. During the three-month period ended March 31, 2008, Caza capitalized general and administrative expenses relating to exploration and development activities of $344,143, of which $67,349 related to capitalized stock-based compensation.
Net loss
Caza incurred a net loss of $635,685 ($7.33/Mcfe) for the first three months of 2008 compared to a net loss of $130,016 ($4.05/Mcfe) during the comparative period. The increase in net loss from the comparative period occurred as a result of increases in staff numbers and the costs related to being a publicly listed company.
Investments
Interest income for the three-month period ended March 31, 2008 was $91,452 down from $146,043 during the same period in 2007. Interest was earned on the proceeds from initial private placement, which was principally completed in the fourth quarter of 2006, and from Caza's initial public offering, which was completed December 12, 2007. Caza invested the proceeds from these financings in short-term money market funds. The Company does not hold any asset backed paper.
Funds flow from (used in) operations (Non-GAAP)
The following is a reconciliation of funds flow used in operations to net loss.
| March 31, 2008 | March 31, 2007 | |
| Net loss | (635,685) | (130,016) |
| Non-cash items, net | 286,373 | 107,191 |
| Funds flow used in operations | (349,312) | (22,825) |
| Funds flow per share - basic and diluted | (0.00) | (0.00) |
Capital Expenditures
| By Type ($) | March 31, 2008 | March 31, 2007 | |
| Drilling and completions | 3,117,882 | 488,581 | |
| Seismic | 150,000 | 61,100 | |
| Facilities and Lease Equipment | 940,732 | 42,129 | |
| Office Furnishings & Equipment | 14,083 | 294,874 | |
| Leasehold Geological/Geophysical | 137,754 | 1,132,884 | |
| Other Costs (Recovery) | (207,285) | 2,154,011 | |
| Total | 4,153,166 | 4,173,579 |
Caza began drilling operations on the Bel Minerals #1 well located in Calcasieu Parish, Louisiana in December of 2007 and reached total depth in January of 2008. Data obtained from the well indicated the well did not justify a completion attempt and was abandoned. During the quarter ended March 31, 2008, Caza drilled 2 gross natural gas wells (0.68 net) and began completion operations to tie the wells into their respective gathering systems. Drilling activities during the quarter were concentrated in the Wilcox 116 prospect located in Texas and Lynch property located in New Mexico. Given Caza's current working capital surplus of approximately $5.4 million we anticipate participating in the drilling of 3 gross (0.95 net) wells and completing the 2 wells drilled during the first quarter.
Outstanding Share Data
Caza is authorized to issue an unlimited number of common shares without par value, of which 69,319,000 common shares are currently issued and outstanding. The number of exchangeable shares that are currently issuable is 26,502,000.
Holders of common shares are entitled to one vote per share on all matters voted on a poll by shareholders, and are entitled to receive dividends when and if declared by the board of directors out of funds legally available for the payment of dividends. Upon Caza's liquidation or winding up or other distribution of its assets among its shareholders for the purpose of winding up its affairs, holders of common shares are entitled to share pro rata in any assets available for distribution to shareholders after payment of all obligations of the Company. Holders of common shares do not have any cumulative voting rights or preߛemptive rights to subscribe for any additional common shares.
The following table sets forth the classes and number of outstanding equity securities of the Company and the number of issued and issuable Common Shares on a fully diluted basis. See note 5 to the financial statements.
| | Issued and Issuable Securities |
| Common Shares | |
| Issued and outstanding | 69,319,000 |
| Issuable from Exchangeable Shares | 26,502,000 |
| Issuable from exercise of Warrants | 22,000,000 |
| Issuable from exercise of IPO Broker Warrants | 700,000 |
| Issuable from exercise of Stock Options | 6,605,000 |
| Total Common Shares issued and issuable | 125,126,000 |
| | |
| Exchangeable Shares Issued | |
| Shares of Caza Petroleum common stock exchangeable for Caza Common Shares at a ratio of 1 to 2,800 | 9,465 |
| | |
| Warrants Issued | |
| Warrants to purchase 1.1 Common Shares per Warrant | 20,000,000 |
| Private Placement Broker Warrants | 2,400,000 |
| Expiration of Private Placement Broker Warrants (Note 5(c) | (2,400,000) |
| IPO Broker Warrants | 700,000 |
| Total Warrants | 20,700,000 |
| | |
| Stock Options Issued | |
| Management Stock Options | 6,605,000 |
Commitments
The following is a summary of the estimated costs required to fulfill Caza's remaining contractual commitments as at March 31, 2008:
| Type of Obligation ($) | Total | | 1-3 Years | 4-5 Years | Thereafter |
| Operating leases | 329,350 | 202,810 | 126,540 | - | - |
| Asset retirement obligations | 944,622 | 86,929 | 11,467 | - 846,226 | |
| Total contractual commitments | 1,273,972 | 289,739 | 138,007 | - | 846,226 |
Liquidity and Capital Resources
At March 31, 2008, Caza had a working capital surplus of $5,420,617. This is a decrease from the December 31, 2007 working capital surplus of $9,923,098. For the period ended March 31, 2007 the Company had a working capital balance of $8,063,106. Caza had a cash balance of $14,670,113 as of March 31, 2008 and had no bank credit facilities drawn or in place.
On December 12, 2007, Caza completed its initial public offering and issued a total of 18,821,000 common shares. The shares were issued at CDN $0.80 per share, approximately $0.79 per share, resulting in gross proceeds of $14,916,584 before issuance costs of $3,484,845. In connection with the offering, Caza issued 700,000 broker warrants to the selling agents as partial consideration for their services. Each broker warrant entitles the holder to purchase one common share at a price of CDN $0.80 per share until December 12, 2009. The Company ascribed a value of $0.385 per warrant to each of the broker warrants, for a total amount of $269,500. No broker warrants have been exercised at March 31, 2008.
Caza will typically use four sources of funding to finance its capital expenditure program: internally generated cash flow from operations, the sale of properties, bank debt where appropriate and if available and new equity issues.
Caza and its subsidiary, Caza Petroleum, Inc. ("Caza Petroleum") may be considered to be "related parties" for the purposes of Multilateral Instrument 61ߛ101 of the Canadian Securities Administrators. As a result, Caza or Caza Petroleum may therefore be required to obtain a formal valuation or disinterested shareholder approval before completing certain transactions with the other party.
Transactions with Related Parties
The Vice President, Exploration of Caza Petroleum, prior to becoming an employee, was a consultant to Caza Petroleum and as a consultant was eligible to receive a 2% carried working interest (subject to proportionate reduction based on Caza Petroleum's working interest) to casing point in the initial test well in certain prospects. The applicable prospects are the Bongo, Puku, Eland and Sable properties. Since becoming an employee, this individual is no longer eligible to receive additional interests beyond those described.
In February 2008, Caza Petroleum entered into a farmout agreement with Singular Oil & Gas Sands, LLC ("Singular") to participate in the drilling of the Jonell Cerny well in Wharton County, Texas. Under the terms of that agreement, Singular paid 13.33% of the drilling costs through completion of the Jonell Cerny well to earn a 10.00% interest in the property thereafter. This participation was in the normal course of Caza's business and on substantially the same terms and conditions to those of other joint venture partners. Singular is a related party as it is a company under common control with Zoneplan Limited, which is a significant shareholder of Caza.
All related party transactions are in the normal course of operations and have been measured at the agreed to exchange amounts which are comparable to those negotiated with unrelated third parties.
Summary of Quarterly Results
| Three months ended March 31, 2008 | Three months ended December 31, 2007 | Three months ended September 30, 2007 | Three months ended June 30, 2007 | |
| Petroleum and natural gas sales | 729,284 | 600,431 | 272,542 | 266,598 |
| Net income (loss) | (635,685) | (554,402) | (673,095) | (281,539) |
| Per share - basic and diluted | (0.01) | (0.01) | (0.01) | (0.01) |
| Funds flow from operations (non-GAAP) (1) (2) | (349,312) | (427,153) | (808,213) | (281,539) |
| Per share - basic and diluted | (0.00) | (0.01) | (0.01) | (0.00) |
| Net capital expenditures | 4,153,166 | 3,047,631 | 3,730,018 | 1,277,198 |
| Average daily production (mcfe/d) | 953 | 1,019 | 489 | 406 |
| Weighted average shares outstanding | 95,821,000 | 80,782,196 | 73,336,717 | 73,000,000 |
| Current shares and exchangeables outstanding at May 12, 2008 | 95,821,000 | |||
| Three months ended March 31, 2007 | Three months ended December 31, 2006 | Three months ended September 30, 2006 | ||
| Petroleum and natural gas sales | 240,563 | 158,177 | 110,663 | |
| Net income (loss) | (130,016) | 143,893 | (2,608,941) | |
| Per share - basic and diluted | (0.00) | 0.00 | (0.04) | |
| Funds flow from(used in) operations (non-GAAP) (1) | (22,825) | 341,893 | (551,764) | |
| Per share - basic and diluted | (0.00) | 0.01 | (0.01) | |
| Net capital expenditures | 4,173,579 | 3,257,568 | 1,351,330 | |
| Average daily production (mcfe/d) | 356 | 294 | 222 | |
| Weighted average shares outstanding | 72,827,556 | 67,950,466 | 67,420,000 |
Calculated based on cash flow from operations before changes in non-cash working capital.
Funds flow from operations increased in the quarter ending September 30, 2007 as a result of staffing increases in anticipation of going public as well as consulting and other costs associated with the initial public offering.
Factors that have caused variations over the quarters:
The Company drilled 6 gross (2.06 net) wells in Texas, New Mexico and Louisiana during 2007 and the first quarter of 2008 of which 2 wells were completed and 2 are currently undergoing completion activities.
In two separate commercial transactions during the first quarter of 2008, Caza purchased participation rights from Austex Enterprises and Midland Oil & Gas, Inc. equal to 25% of Caza's potential working interest in all projects located under certain Transition Zone seismic data volumes covering approximately 2,300 square miles located in South Louisiana and the Texas Gulf Coast Regions. As a result of the transactions, Caza increased its potential working interest and has a controlling interest in projects derived from these data volumes.
The increase in the production volumes from June to December of 2007 of approximately 157% resulted from the addition of the Matthys Millan well in Texas.
Caza's net loss increased commencing in the third quarter of 2007 as a result of growth in general and administrative costs associated with the Company's going public in the latter half of 2007.
Financial Instruments
For a discussion about financial instruments, please refer to the corresponding consolidated interim financial statements and our Management's Discussion and Analysis for the year ended December 31, 2007 available at www.sedar.com.
The CICA has amended Section 1400, "General Standards of Financial Statement Presentation", which is effective for interim periods beginning on or after January 1, 2008, to include requirements to assess and disclose the Company's ability to continue as a going concern. The adoption of this new section will not have an impact on the Company's consolidated financial statements.
Effective January 1, 2009, the Company will be required to adopt CICA Handbook Section 3031 - Inventories. This new standard will not expected to have an impact on the Company's consolidated financial statements.
The Canadian Accounting Standards Board (AcSB) has confirmed that the use of International Financial Reporting Standards ("IFRS") will be required in 2011 for publicly accountable profit-oriented enterprises. IFRS will replace Canada's current GAAP for those enterprises. These include listed companies and other profit-oriented enterprises that are responsible to large or diverse groups of stakeholders. The official changeover date is for interim and annual financial statements relating to fiscal years beginning on or after Jan. 1, 2011. Companies will be required to provide comparative IFRS information for the previous fiscal year. RedStar is currently evaluating the impact of adopting IFRS.
Risks and Uncertainties
For a discussion about risk and uncertainties, please refer to our Management's Discussion and Analysis and Annual Information Form for the year ended December 31, 2007 available at www.sedar.com.
Changes to Internal control over Financial Reporting
There were no changes to Caza's internal control over financial reporting since December 31, 2007, which have materially affected, or are reasonably likely to materially affect Caza's internal control over financial reporting.
Caza Oil & Gas, Inc.
Consolidated Balance Sheets
(Unaudited)
| (In United States dollars) | March 31, 2008 | December 31, 2007 | |
| Assets | |||
| Current | |||
| Cash and cash equivalents | $ 14,670,113 | $ 13,194,589 | |
| Accounts receivable | 4,170,702 | 3,270,633 | |
| Prepaid and other | 278,900 | 334,516 | |
| 19,119,715 | 16,799,738 | ||
| Petroleum and equipment (Note 3) | 24,284,366 | 20,353,626 | |
| Future income tax asset | 637,031 | 426,082 | |
| $ 44,041,112 | $ 37,579,446 | ||
| Liabilities | |||
| Current | |||
| Accounts payable and accrued liabilities | $ 13,699,100 | $ 6,876,645 | |
| Asset retirement obligations (Note 4) | 376,327 | 286,019 | |
| 14,075,427 | 7,162,664 | ||
| Shareholders' Equity | |||
| Share capital (Note 5(b)) | 30,525,188 | 30,810,788 | |
| Contributed surplus (Note 5(f)) | 3,257,622 | 2,787,434 | |
| Deficit | (3,817,125) | (3,181,440) | |
| 29,965,685 | 30,416,782 | ||
| $ 44,041,112 | $ 37,579,446 | ||
| See accompanying notes to the interim consolidated financial statements | |||
Caza Oil & Gas, Inc.
Consolidated Statements of Net Loss and Comprehensive Loss, and Deficit
(Unaudited)
| For the three month period ended March 31, (in United States dollars) | 2008 | 2007 |
| Revenues | ||
| Petroleum and natural gas | $ 729,284 | $ 240,563 |
| Interest and other income | 111,452 | 146,043 |
| 840,736 | 386,606 | |
| Expenses | ||
| Production | 140,887 | 42,785 |
| General and administrative | 1,220,827 | 478,099 |
| Depletion, depreciation, amortization and accretion | 322,501 | 46,598 |
| 1,684,215 | 567,482 | |
| Loss before income taxes | (843,479) | (180,876) |
| Income taxes | ||
| Current income taxes | 6,171 | 2,363 |
| Future income taxes | (213,965) | (53,223) |
| (207,794) | (50,860) | |
| Net and comprehensive loss for the period | (635,685) | (130,016) |
| Deficit, beginning of period | (3,181,440) | (1,403,876) |
| Deficit, end of period | $ (3,817,125) | $ (1,533,892) |
| Net loss per share | ||
| - basic and diluted | (0.01) | $ (0.01) |
| Weighted average shares outstanding | ||
| - basic and diluted (1) | 95,821,000 | 72,827,556 |
| (1) The options and warrants have been excluded from the diluted loss per share | ||
| computation as they are anti-dilutive | ||
| See accompanying notes to the interim consolidated financial statements |
Caza Oil & Gas, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| For the three month period ended March 31, | 2008 | | 2007 | |
| | | | | |
| | CASH FLOWS RELATED TO THE FOLLOWING ACTIVITIES: | | | |
| | | | | |
| | OPERATING | | | |
| | Net loss for the period | (635,685) | | (130,016) |
| | | | | |
| | Adjustments for items not affecting cash: | | | |
| | Depletion, depreciation, amortization and accretion | 322,501 | | 46,598 |
| | Stock-based compensation | 184,588 | | 93,701 |
| | Asset retirement obligations settled | (9,767) | | - |
| | Future income tax expense (recovery) | (210,949) | | (33,108) |
| | Changes in non-cash working capital (Note 8 (a)) | 1,616,705 | | 511,838 |
| | Cash flow from operating activities | 1,267,393 | | 489,013 |
| | | | | |
| | FINANCING | | | |
| | Proceeds from issuance of shares, net of issue costs | - | | 455,900 |
| | Changes in non-cash working capital (Note 8 (a)) | (836,448) | | 29,100 |
| | Cash flow from (used in) financing activities | (836,448) | | 485,000 |
| | | | | |
| | INVESTING | | | |
| | Exploration and development expenditures | (4,139,082) | | (3,878,705) |
| | Purchase of equipment | (14,084) | | (294,874) |
| | Changes in non-cash working capital (Note 8 (a)) | 5,197,745 | | 433,889 |
| | Cash flow (used in) investing activities | 1,044,579 | | (3,739,690) |
| | | | | |
| | | | | |
| | INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,475,524 | | (2,765,677) |
| | | | | |
| | CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 13,194,589 | | 13,697,006 |
| | | | | |
| | CASH AND CASH EQUIVALENTS, END OF PERIOD | 14,670,113 | | 10,931,329 |
| | | | | |
| | | | | |
| | Supplementary information (Note 8) | | | |
| | | | | |
| | See accompanying notes to the interim consolidated financial statements | | | |
| | | | | |
1. Basis of Presentation
Caza Oil & Gas, Inc. ("Caza" or the "Company") was incorporated under the laws of British Columbia on June 9, 2006 for the purposes of acquiring shares of Caza Petroleum, Inc. ("Caza Petroleum"). The Company and its subsidiaries are engaged in the exploration for and the development, production and acquisition of, petroleum and natural gas reserves.
The interim unaudited consolidated financial statements of Caza have been prepared by management, in accordance with Canadian generally accepted accounting principles. The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the interim consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The interim consolidated financial statements have, in management's opinion, been properly prepared using careful judgment with reasonable limits of materiality. These interim consolidated financial statements do not include all the note disclosures required for annual financial statements and therefore they should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2007. The interim consolidated financial statements have been prepared following the same significant accounting policies as the most recently reported audited consolidated financial statements of Caza except as disclosed in Note 2.
Caza's reporting currency is the United States ("US") dollar as the majority of its transactions are denominated in the currency.
2. Changes in Significant Accounting Policies
The Canadian Institute of Chartered Accountants ("CICA") issued the following new Handbook Sections, which were effective for interim periods beginning on or after January 1, 2008.
As of January 1, 2009, Caza will be required to adopt CICA Handbook Section 3064 Goodwill and Intangible Assets which replaces CICA Handbook Sections 3062 Goodwill and Other Intangible Assets and Section 3450 Research and Development Costs. The adoption is not expected to have a material impact on its consolidated financial statements.
The Canadian Accounting Standards Board (AcSB) has confirmed that the use of International Financial Reporting Standards ("IFRS") will be required in 2011 for publicly accountable profit-oriented enterprises. IFRS will replace Canada's current GAAP for those enterprises. These include listed companies and other profit-oriented enterprises that are responsible to large or diverse groups of stakeholders. The official changeover date is for interim and annual financial statements relating to fiscal years beginning on or after Jan. 1, 2011. Companies will be required to provide comparative IFRS information for the previous fiscal year. Caza is currently evaluating the impact of adopting IFRS
3. Property and Equipment
| March 31, 2008 | December 31, 2007 | |||||
| Cost | Accumulated depletion and depreciation | Net Book Value | Cost | Accumulated depletion and depreciation | Net Book Value | |
| Petroleum and natural gas properties and equipment |
$25,324,109 | $1,491,045 | $23,833,064 |
$21,088,518 | $1,200,899 | $19,887,619 |
| Office equipment and furniture | $610,638 | $159,336 | $451,302 | $596,554 | $130,547 | $466,007 |
| $25,934,747 | $1,650,381 | $24,284,366 | $21,685,072 | $1,331,446 | $20,353,626 | |
At March 31, 2008 the cost of petroleum and natural gas properties includes $15,181,096 (December 31, 2007 - $8,132,952) relating to unproven properties which have been excluded from costs subject to depletion and depreciation. No events or circumstances suggest that the undeveloped properties, and all associated costs are impaired at March 31, 2008. Future development costs of proved undeveloped reserves of $1,536,300 were included in the depletion calculation.
The Company capitalized general and administrative expenses of $344,143 in the period ended March 31, 2008 (December 31, 2007 - $1,527,940) relating to exploration and development activities of which $67,349 related to stock based compensation for the period ended March 31, 2008 (December 31, 2007 - $173,551).
4. Asset Retirement Obligations
The following table presents the reconciliation of the beginning and ending aggregate carrying amount of the obligation associated with the retirement of oil and gas properties:
| March 31, 2008 | December 31, 2007 | ||
| Asset retirement obligation, beginning of period | $ 286,019 | $ 55,706 | |
| Obligations incurred | 96,510 | 89,479 | |
| Accretion expense | 3,565 | 3,343 | |
| Obligations settled | (9,767) | - | |
| Change in estimates | - | 137,491 | |
| Asset retirement obligation, end of period | $ 376,327 | $ 286,019 |
The undiscounted amount of cash flows, required over the estimated reserve life of the underlying assets, to settle the obligation, adjusted for inflation, is estimated for the period ended March 31, 2008 - $560,089 (December 31, 2007 - $397,693). The obligation was calculated using a credit-adjusted risk free discount rate of 6 percent and an inflation rate of 3 percent. It is expected that this obligation will be funded from general Company resources at the time the costs are incurred with the majority of costs expected to occur between 2009 and 2041.
5. Share Capital
| March 31, 2008 | December 31, 2007 | |||
| Shares | Amounts | Shares | Amounts | |
| Opening balance common shares | 69,319,000 | $ 25,037,117 | 44,030,000 | $ 13,478,258 |
| 2nd Over-allotment closing ) | - | - | 970,000 | 344,699 |
| Exchangeable shares | - | - | 1,498,000 | 51,921 |
| Entitlement shares | - | - | 3,442,000 | - |
| Entitlement Shares | - | - | 558,000 | - |
| IPO Shares | - | - | 18,821,000 | 11,162,239 |
| Balance end of period | 69,319,000 | 25,037,117 | 69,319,000 | $ 25,037,117 |
| Opening balance exchangeable rights | 26,502,000 | 918,571 | 28,000,000 | 970,492 |
| Rights exercised March 8, 2007 | - | - | (1,103,200) | (38,237) |
| Rights exercised April 20, 2007 | - | - | (394,800) | (13,684) |
| Balance end of period | 26,502,000 | 918,571 | 26,502,000 | 918,571 |
| Opening balance warrants | 25,100,000 | 4,855,100 | 21,856,800 | 4,474,399 |
| 2nd Over-allotment warrants | - | - | 485,000 | 104,275 |
| 2nd Over-allotment broker warrants | - | - | 58,200 | 6,926 |
| Entitlement warrants September 22, 2007 | - | - | 1,721,000 | - |
| Entitlement warrants November 21, 2007 | - | - | 279,000 | - |
| IPO broker warrants | - | - | 700,000 | 269,500 |
| Expired broker warrants March 22, 2008 (Note 5 (c)) | (2,400,000) | (285,600) | - | - |
| Balance end of period | 22,700,000 | 4,569,500 | 25,100,000 | 4,855,100 |
|
| $ 30,525,188 |
| $ 30,810,788 | |
(c) Broker warrants
On September 22, 2006, the Company completed the initial closing of a private equity offering of 34,420,000 units at a purchase price of US$0.50 per unit. Each unit consisted of one common share, ½ of a warrant and one entitlement right. Each full warrant gives the holder the right to purchase one common share at an exercise price of US$1.00 per common share. Share issuance costs of $6,286,742 have been netted against this offering. On November 20, 2006, the Company completed its first over-allotment closing of 4,610,000 units. On January 17, 2007 the Company completed its second over-allotment closing of 970,000 units. The initial closing of the private equity offering and subsequent over-allotment closings are referred to as the "Initial Placement". In connection with the Initial Placement, the Company issued 2,400,000 warrants (the "Broker Warrants") to the agents as partial consideration for their services rendered in connection with the Initial Placement. At March 31, 2008 none of the Initial Placement Broker Warrants had been exercised and expired.
| March 31, 2008 | December 31, 2007 | |||
| Broker Warrants | Number of warrants | Weighted average Exercise price | Number of warrants | Weighted average exercise price |
| Beginning of period | 3,100,000 | $0.57 | 2,341,800 | $0.50 |
| Granted | - | - | 758,200 | $0.77 |
| Exercised | - | - | - | - |
| Forfeited | 2,400,000 | $0.50 | - | - |
| End of period | 700,000 | $0.79 | 3,100,000 | $0.57 |
The fair value of each warrant and Broker Warrant was determined using the assumptions set out below:
| December 31, 2007 | |
| Broker Warrants | |
| Exercise price | US$0.79 |
| Risk-free interest rate | 4.00% |
| Expected maturity (years) | 2.0 |
| Expected volatility | 88.16% |
| Dividend yield | 0% |
(d) Stock options
The Company granted stock options to its directors, officers and employees under its stock option plan dated January 31, 2007, and as amended and restated dated October 10, 2007. The maximum number of common shares for which options may be granted, together with shares issuable under any other share compensation arrangement of the Company, is limited to 10% of the total number of outstanding common shares at the time of grant of any option. For this determination, outstanding common shares include common shares issuable in exchange for Caza Petroleum shares under the Share Exchange and Shareholders Agreement. At December 31, 2007, the maximum number of shares issuable under the stock option plan was 9,582,100. The exercise price of each option may not be less than the fair market value of the Company's common shares on the date of grant. Except as otherwise determined by the Board and subject to the limitation that the stock options may not be exercised later than the expiry date provided in the relevant option agreement but in no event later than 10 years (or such shorter period required by an exchange) from their date of grant, options cease to be exercisable: (i) immediately upon a participant's termination by the Company for cause, (ii) 90 days (30 days in the case of a participant engaged in investor relations activities) after a participant's termination from the Company for any other reason except death and (iii) one year after a participant's death. Subject to the Board's sole discretion in modifying the vesting of stock options, stock options will vest, and become exercisable, as to 33⅓% on the first anniversary of the date of grant and 33⅓% on each subsequent anniversary of the date of grant. All options granted to a participant but not yet vested will vest immediately upon a change of control (as defined in the stock option plan) or upon the Company's termination of a participant's employment without cause.
| March 31, 2008 | December 31, 2007 | |||
| Stock Options | Number of options | Weighted average Exercise price | Number of options | Weighted average exercise price |
| Beginning of period | 6,605,000 | $0.62 | - | - |
| Granted | - | - | 6,605,000 | $0.62 |
| Exercised | - | - | - | - |
| Forfeited | - | - | - | - |
| End of period | 6,605,000 | $0.62 | 6,605,000 | $0.62 |
| Exercisable, end of period | 1,241,666 | $0.50 | 1,108,333 | $0.50 |
| Date of Grant | Number Outstanding | Exercise Price | Weighted Average Remaining Contractual Life | Date of Expiry | Number Exercisable March 31, 2008 |
| January 31, 2007 | 3,325,000 | 0.50 | 8.84 | January 31, 2017 | 1,108,333 |
| February 5, 2007 | 400,000 | 0.50 | 8.85 | February 5, 2017 | 133,333 |
| May 10, 2007 | 220,000 | 0.50 | 9.10 | May 10, 2017 | - |
| June 11, 2007 | 20,000 | 0.50 | 9.20 | June 11, 2017 | - |
| December 12, 2007 | 2,640,000 | 0.79 | 9.70 | December 12, 2017 | - |
| 6,605,000 | 9.20 | 1,241,666 |
(e) Escrowed securities
In accordance with the policies of the TSX, a total of 20,457,500 exchangeable shares were held pursuant to escrow agreements. In addition 25,200,000 shares of non-management common shares have been held pursuant to the escrow agreements. One-third of the escrowed shares are to be released six months after the date of listing on the TSX of December 12, 2007. One-half of the escrowed shares remaining in escrow are to be released twelve months after the date of listing on the TSX. All remaining shares then remaining in escrow will be released eighteen months after the date of listing on the TSX.
(f) Contributed surplus
The following table presents the changes in contributed surplus:
| March 31, 2008 | December 31, 2007 | |
| Balance, beginning of period | $ 2,787,434 | $ 2,250,000 |
| Expired broker warrants | 285,600 | - |
| Stock based compensation | 184,588 | 537,434 |
| Balance, end of period | $ 3,257,622 | $ 2,787,434 |
6. Related Party Transactions
The aggregate amount of expenditures made to related parties:
7. Commitments and Contingencies
| | |
| 2008 | 160,630 |
| 2009 | 168,720 |
8. Supplementary Information
(a) net change in non-cash working capital
| March 31, 2008 | March 31, 2007 | |
| Provided by (used in) | ||
| Accounts receivable | (900,069) | 556,852 |
| Prepaid and other | 55,616 | (168,335) |
| Accounts payable and accrued liabilities | 6,822,455 | 586,310 |
| 5,978,002 | 974,827 | |
| Summary of changes | ||
| Operating | 1,616,705 | 511,838 |
| Financing | (836,448) | 29,100 |
| Investing | 5,197,745 | 433,889 |
| 5,978,002 | 974,827 |
(b) supplementary cash flow information
| March 31, 2008 | March 31, 2007 | |
| Interest paid | 2,575 | 313 |
| Interest received | 91,452 | 146,043 |
| Taxes paid | 3,155 | - |
(c) cash and cash equivalents
| March 31, 2008 | December 31, 2007 | |
| Cash on deposit | 4,941,325 | 4,237,394 |
| Money market instruments | 9,728,788 | 8,957,195 |
| Cash and cash equivalents | 14,670,113 | 13,194,589 |
The money market instruments bear interest at a rate of 3.265% as at March 31, 2008 (December 31, 2007 - 4.819%).
9. Capital Risk Management
The Company's objectives when managing capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company defines capital as shareholder equity, working capital and credit facilities when available. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets The Company's objective is met by retaining adequate equity and working capital to provide for the possibility that cash flows from assets will not be sufficient to meet future cash flow requirements. The Board of Directors does not establish quantitative return on capital criteria for management; but rather promotes year over year sustainable profitable growth.
10. Financial Instruments
The Company holds various forms of financial instruments. The nature of these instruments and the Company's operations expose the Company to commodity price, credit, and foreign exchange risks. The Company manages its exposure to these risks by operating in a manner that minimizes its exposure to the extent practical.
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date. A majority of the Company's financial assets at the balance sheet date arise from natural gas liquids and natural gas sales and the Company's accounts receivable that are with these customers and joint venture participants in the oil & natural gas industry. Industry standard dictates that commodity sales are settled on the 25th day of the month following the month of production. The Company's natural gas and condensate production is sold to large marketing companies. Typically, the Company's maximum credit exposure to customers is revenue from two months of sales. During the period the ended March 31, 2008, the Company sold 99.68% (March 31, 2007 - 92.01%) of its natural gas and condensates to a single purchaser. These sales were conducted on transaction terms that are typical for the sale of natural gas and condensates in the United States. In addition, when joint operations are conducted on behalf of a joint venture partner relating to capital expenditures, costs of such operations are paid for in advance to the Company by way of a cash call by the partner of the operation being conducted.
Caza management assesses quarterly if there should be any impairment of the financial assets of the Company. At March 31, 2008, the Company had overdue accounts receivable from certain joint interest partners of $106,310 which were outstanding for greater than 60 days and $658,276 that were outstanding for greater than 90 days. During the three month period ended March 31, 2008, there was no impairment required on any of the financial assets of the Company. At March 31, 2008, the Company's two largest joint venture partners represented approximately 23% and 9% of the Company's receivable balance (December 31, 2007 26% and 11% respectively). The maximum exposure to credit risk is represented by the carrying amount on the balance sheet of cash and cash equivalents, accounts receivable and deposits.
The Company's operating cash requirements including amounts projected to complete the Company's existing capital expenditure program are continuously monitored and adjusted as input variables change. These variables include but are not limited to, available bank lines, natural gas production from existing wells, results from new wells drilled, commodity prices, cost overruns on capital projects and regulations relating to prices, taxes, royalties, land tenure, allowable production and availability of markets. As these variables change, liquidity risks may necessitate the Company to conduct equity issues or obtain project debt financing. The Company also mitigates liquidity risk by maintaining an insurance program to minimize exposure to insurable losses. The financial liabilities as at March 31, 2008 that are subject to liquidity risk are accounts payable and accrued liabilities. The contractual maturity of these financial liabilities is generally the following sixty days from the receipt of the invoices for goods of services and can be up to the following next six months. Management believes that current working capital will be adequate to support these financial liabilities.