EX-2 3 financialstatementsandnotes.htm EXHIBIT 2 Exhibit
 


Condensed Consolidated Interim Statements of Earnings (Loss) and Comprehensive Income (Loss)
(Unaudited – Expressed in thousands of U.S. Dollars, except per share amounts)
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
 
September 30
 
 
September 30
 
 
Notes
 
2015

 
2014

 
2015

 
2014

 
 
 
 
 
 
 
 
 
 
REVENUE
 
 
 
 
 
 
 
 
 
Oil sales, net of royalties
4
 
$
24,700

 
$
67,848

 
$
88,233

 
$
222,254

Finance revenue
5
 
184

 
92

 
460

 
274

Other revenue

 

 

 

 
9,250

 
 
 
24,884


67,940


88,693


231,778

 
 
 
 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
 
 
 
Production and operating

 
16,380

 
18,245

 
46,033

 
56,848

Selling costs
6
 
660

 

 
4,557

 

General and administrative

 
3,492

 
7,715

 
17,429

 
21,567

Foreign exchange (gain) loss

 
(5,543
)
 
(4,160
)
 
(9,427
)
 
(4,149
)
Finance costs
5
 
1,552

 
1,973

 
4,807

 
5,723

Exploration

 

 
39

 
27

 
704

Depletion, depreciation and amortization

 
13,439

 
11,666

 
37,360

 
37,064

Realized derivative loss on commodity contracts

 

 

 
688

 

Unrealized (gain) loss on financial instruments
13
 
(3,820
)
 
(1,420
)
 
6,333

 
106

Impairment loss
10, 11
 
63,101

 

 
63,101

 

 
 
 
89,261


34,058


170,908


117,863

 
 
 
 
 
 
 
 
 
 
Earnings (loss) before income taxes
 
 
(64,377
)
 
33,882

 
(82,215
)
 
113,915

Income tax expense (recovery) - current
 
 
6,543

 
14,750

 
20,965

 
52,747

- deferred
 
 
(24,352
)
 
(30
)
 
(32,835
)
 
(885
)
 
 
 
(17,809
)
 
14,720

 
(11,870
)
 
51,862

NET EARNINGS (LOSS) AND COMPREHENSIVE
 
 
 
 
 
 
 
 
 
INCOME (LOSS) FOR THE PERIOD
 
 
$
(46,568
)
 
$
19,162

 
$
(70,345
)
 
$
62,053

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) per share
17
 
 
 
 
 
 
 
 
Basic
 
 
$
(0.64
)
 
$
0.26

 
$
(0.95
)
 
$
0.83

Diluted
 
 
$
(0.68
)
 
$
0.18

 
$
(0.95
)
 
$
0.75

See accompanying notes to the Condensed Consolidated Interim Financial Statements.


Q3-2015
 
1

 


Condensed Consolidated Interim Balance Sheets
(Unaudited - Expressed in thousands of U.S. Dollars)
 
 
 
As at

 
As at

 
Notes
 
September 30, 2015

 
December 31, 2014

 
 
 
 
 
 
ASSETS
 
 
 
 
 
Current
 
 
 
 
 
Cash and cash equivalents
7
 
$
126,874

 
$
140,390

Accounts receivable

 
48,418

 
117,575

Prepaids and other

 
4,979

 
16,872

Product inventory
8
 
6,847

 

 
 
 
187,118

 
274,837

Non-Current
 
 
 
 
 
Restricted cash

 
1,550

 
1,548

Deferred financing costs
12
 
910

 
1,572

Intangible exploration and evaluation assets
9
 
120,931

 
100,594

Property and equipment

 
 
 
 
Petroleum properties
10
 
186,058

 
261,737

Other assets
10
 
5,241

 
5,590

Goodwill
11
 

 
8,180

 
   
 
$
501,808

 
$
654,058

 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
Current
 
 
 
 
 
Accounts payable and accrued liabilities

 
$
20,901

 
$
45,150

 
 
 
20,901

 
45,150

Non-Current
 
 
 
 
 
Convertible debentures
13
 
65,682

 
69,093

Deferred taxes

 
6,215

 
39,050

Other long-term liabilities

 
498

 
665

 
 
 
93,296

 
153,958

 
 
 
 
 
 
SHAREHOLDERS' EQUITY
 
 
 
 
 
Share capital
15
 
152,084

 
164,006

Contributed surplus

 
21,166

 
19,427

Retained earnings

 
235,262

 
316,667

 
 
 
408,512

 
500,100

 
 
 
$
501,808

 
$
654,058

See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Approved on behalf of the Board:
Signed by:
“Ross G. Clarkson”
“Fred J. Dyment”
 
 
Ross G. Clarkson
Fred J. Dyment
Director
Director

2
 
Q3-2015

 


Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity
(Unaudited – Expressed in thousands of U.S. Dollars)
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
 
September 30
 
 
September 30
 
 
Notes
 
2015

 
2014

 
2015

 
2014

 
 
 
 
 
 
 
 
 
 
Share Capital
 
 
 
 
 
 
 
 
 
Balance, beginning of period
15
 
$
155,274

 
$
162,723

 
$
164,006

 
$
160,561

Purchase of common shares
15
 
(3,190
)
 

 
(12,221
)
 

Stock options exercised
15
 

 
873

 
208

 
2,479

Transfer from contributed surplus on exercise of options
15
 

 
288

 
91

 
844

Balance, end of period
 
 
$
152,084

 
$
163,884

 
$
152,084

 
$
163,884

 
 
 
 
 
 
 
 
 
 
Contributed Surplus
 
 
 
 
 
 
 
 
 
Balance, beginning of period

 
$
20,652

 
$
17,202

 
$
19,427

 
$
15,692

Stock-based compensation expense
16
 
514

 
869

 
1,830

 
2,935

Transfer to share capital on exercise of options

 

 
(288
)
 
(91
)
 
(844
)
Balance, end of period
                       
 
$
21,166

 
$
17,783

 
$
21,166

 
$
17,783

 
 
 
 
 
 
 
 
 
 
Retained Earnings
 
 
 
 
 
 
 
 
 
Balance, beginning of period

 
$
285,424

 
$
355,599

 
$
316,667

 
$
323,937

Net earnings (loss) and total comprehensive income (loss)

 
(46,568
)
 
19,162

 
(70,345
)
 
62,053

Dividends
18
 
(3,594
)
 
(3,761
)
 
(11,060
)
 
(14,990
)
Balance, end of period
 
 
$
235,262

 
$
371,000

 
$
235,262

 
$
371,000

See accompanying notes to the Condensed Consolidated Interim Financial Statements.


Q3-2015
 
3

 


Condensed Consolidated Interim Statements of Cash Flows
(Unaudited - Expressed in thousands of U.S. Dollars)
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
 
September 30
 
 
September 30
 
 
Notes
 
2015

 
2014

 
2015

 
2014

CASH FLOWS RELATED TO THE FOLLOWING
 
 
 
 
 
 
 
 
 
ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING
 
 
 
 
 
 
 
 
 
Net earnings (loss) for the period
                 
 
$
(46,568
)
 
$
19,162

 
$
(70,345
)
 
$
62,053

Adjustments for:
 
 
 
 
 
 
 
 
 
Depletion, depreciation and amortization

 
13,439

 
11,666

 
37,360

 
37,064

Deferred lease inducement

 
(27
)
 
113

 
(79
)
 
331

Impairment loss
10, 11
 
63,101

 

 
63,101

 

Stock-based compensation

 
249

 
1,580

 
2,822

 
4,308

Finance costs
5
 
1,552

 
1,973

 
4,807

 
5,723

Income tax expense

 
(17,809
)
 
14,720

 
(11,870
)
 
51,862

Unrealized (gain) loss on financial instruments
13
 
(3,820
)
 
(1,420
)
 
6,333

 
106

Unrealized (gain) loss on foreign currency translation

 
(5,071
)
 
(4,159
)
 
(8,958
)
 
(4,143
)
Income taxes paid

 
(6,543
)
 
(14,750
)
 
(20,965
)
 
(52,747
)
Changes in non-cash working capital
20
 
30,238

 
(32,008
)
 
68,906

 
(71,002
)
Net cash generated by (used in) operating activities
 
 
28,741

 
(3,123
)
 
71,112

 
33,555

 
 
 
 
 
 
 
 
 
 
INVESTING
 
 
 
 
 
 
 
 
 
Additions to intangible exploration and evaluation assets
9
 
(195
)
 
(5,453
)
 
(20,337
)
 
(9,155
)
Additions to petroleum properties
10
 
(3,361
)
 
(20,004
)
 
(19,141
)
 
(47,267
)
Additions to other assets
10
 
(31
)
 
(555
)
 
(547
)
 
(1,445
)
Changes in restricted cash

 
(1
)
 
(1
)
 
(2
)
 
(2
)
Changes in non-cash working capital
20
 
(11,300
)
 
2,205

 
(14,509
)
 
(334
)
Net cash generated by (used in) investing activities
 
 
(14,888
)
 
(23,808
)
 
(54,536
)
 
(58,203
)
 
 
 
 
 
 
 
 
 
 
FINANCING
 
 
 
 
 
 
 
 
 
Issue of common shares for cash
15
 

 
873

 
208

 
2,479

Purchase of common shares
15
 
(3,190
)
 

 
(12,221
)
 

Interest paid

 
(2,700
)
 
(1,955
)
 
(5,438
)
 
(6,011
)
Dividends paid
18
 
(3,594
)
 
(3,761
)
 
(11,060
)
 
(14,990
)
Increase (decrease) in other long-term liabilities

 

 
(139
)
 

 
(409
)
Net cash generated by (used in) financing activities
 
 
(9,484
)
 
(4,982
)
 
(28,511
)
 
(18,931
)
Currency translation differences relating to cash and cash equivalents
 
 
(456
)
 
(205
)
 
(1,581
)
 
(574
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
 
 
3,913

 
(32,118
)
 
(13,516
)
 
(44,153
)
 
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
 
 
122,961

 
110,057

 
140,390

 
122,092

 
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
               
 
$
126,874

 
$
77,939

 
$
126,874

 
$
77,939

See accompanying notes to the Condensed Consolidated Interim Financial Statements.

4
 
Q3-2015

 


NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at September 30, 2015 and December 31, 2014 and for the periods ended September 30, 2015 and 2014
(Unaudited - Expressed in U.S. Dollars)
1. CORPORATE INFORMATION
TransGlobe Energy Corporation is a publicly listed company incorporated in Alberta, Canada and its shares are listed on the Toronto Stock Exchange (“TSX”) and NASDAQ Exchange (“NASDAQ”). The address of its registered office is 2300, 250 – 5th Street SW, Calgary, Alberta, Canada, T2P 0R4. TransGlobe Energy Corporation together with its subsidiaries (“TransGlobe” or the “Company”) is engaged primarily in oil exploration, development and production and the acquisition of properties.
2. BASIS OF PREPARATION
Statement of compliance
These Condensed Consolidated Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) effective as of September 30, 2015. These Condensed Consolidated Interim Financial Statements do not contain all the disclosures required for full annual financial statements and should be read in conjunction with the December 31, 2014 Consolidated Financial Statements.
These Condensed Consolidated Interim Financial Statements were authorized for issue by the Board of Directors on November 10, 2015.
Basis of measurement
The accounting policies used in the preparation of these Condensed Consolidated Interim Financial Statements were the same as those used in the preparation of the most recent Annual Financial Statements for the year ended December 31, 2014.
The Company prepared these Condensed Consolidated Interim Financial Statements on a going concern basis, which contemplates the realization of assets and liabilities in the normal course of business as they become due. Accordingly, these Condensed Consolidated Interim Financial Statements have been prepared on a historical cost basis, except for cash and cash equivalents and convertible debentures that have been measured at fair value.
Functional and presentation currency
In these Condensed Consolidated Interim Financial Statements, unless otherwise indicated, all dollar amounts are presented and expressed in United States (U.S.) dollars, which is the Company’s functional currency. All references to $ are to United States dollars and references to C$ are to Canadian dollars and all values are rounded to the nearest thousand except when otherwise indicated.

3. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair Values of Financial Instruments
The Company has classified its cash and cash equivalents as assets at fair value through profit or loss and its convertible debentures as financial liabilities at fair value through profit or loss, which are both measured at fair value with changes being recognized through earnings. Accounts receivable and restricted cash are classified as loans and receivables; accounts payable and accrued liabilities, and long-term debt are classified as other liabilities, all of which are measured initially at fair value, then at amortized cost after initial recognition.
Carrying value and fair value of financial assets and liabilities are summarized as follows:
 
 
September 30, 2015
 
 
December 31, 2014
 
 
 
Carrying

 
Fair

 
Carrying

 
Fair

Classification (000s)
 
Value

 
Value

 
Value

 
Value

Financial assets at fair value through profit or loss
 
$
126,874

 
$
126,874

 
$
140,390

 
$
140,390

Loans and receivables
 
49,968

 
49,968

 
119,123

 
119,123

Financial liabilities at fair value through profit or loss
 
65,682

 
65,682

 
69,093

 
69,093

Other liabilities
 
20,901

 
20,901

 
45,150

 
45,150

Assets and liabilities at September 30, 2015 that are measured at fair value are classified into levels reflecting the method used to make the measurements. Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities in Level 2 include valuations using inputs other than quoted prices for which all significant inputs are observable, either directly or indirectly. Level 3 valuations are based on inputs that are unobservable and significant to the overall fair value measurement.
The Company’s cash and cash equivalents and convertible debentures are assessed on the fair value hierarchy described above. TransGlobe’s cash and cash equivalents and convertible debentures are classified as Level 1. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy level. There were no transfers between levels in the fair value hierarchy in the period.


Q3-2015
 
5

 


Credit risk
Credit risk is the risk of loss if the counterparties do not fulfill their contractual obligations. The Company’s exposure to credit risk primarily relates to cash equivalents and accounts receivable, the majority of which are in respect of oil operations. The Company generally extends unsecured credit to these parties and therefore the collection of these amounts may be affected by changes in economic or other conditions. The Company has not experienced any material credit losses in the collection of accounts receivable to date.
Trade and other receivables are analyzed in the table below. The past due receivables are due from the Egyptian General Petroleum Corporation ("EGPC"). The political transition and resultant economic malaise in the country that began in 2011 resulted in irregular collection of accounts receivable from EGPC for a period of time. During the first nine months of 2015, EGPC made regular payments to TransGlobe against the outstanding receivable, resulting in a significant reduction in the receivable balance. The reduction in the receivable balance due from EGPC has decreased TransGlobe's credit risk. The Company expects to collect in full all outstanding receivables.
In January 2015, TransGlobe began direct sales of Eastern Desert entitlement production to international buyers. The Company completed three separate direct crude sale shipments to third party buyers during the first nine months of 2015. Going forward, the Company anticipates that direct sales will continue to reduce outstanding accounts receivable and credit risk in future periods.
(000s)
 
Trade receivables at September 30, 2015
 
Neither impaired nor past due
$
18,919

Impaired (net of valuation allowance)

Not impaired and past due in the following period:

Within 30 days
296

31-60 days
315

61-90 days

Over 90 days
28,888

The Company manages its credit risk on cash equivalents by investing only in term deposits with reputable Canadian and international banking institutions.
4. OIL REVENUE
 
Three Months Ended September 30
 
 
Nine Months Ended September 30
 
(000s)
2015

 
2014

 
2015

 
2014

Oil sales
$
49,307

 
$
123,317

 
$
166,205

 
$
420,665

Less: Royalties
24,607

 
55,469

 
77,972

 
198,411

Oil sales, net of royalties
$
24,700

 
$
67,848

 
$
88,233

 
$
222,254

In January 2015, TransGlobe began direct sales of Eastern Desert entitlement production to international buyers. The Company completed its third direct crude sale to a third party buyer during the third quarter of 2015. Going forward, the Company anticipates that direct sales will continue to reduce outstanding accounts receivable and credit risk in future periods.
5. FINANCE REVENUE AND COSTS
Finance revenue relates to interest earned on the Company’s bank account balances and term deposits.
Finance costs recognized in earnings were as follows:
 
Three Months Ended September 30
 
 
Nine Months Ended September 30
 
(000s)
2015

 
2014

 
2015

 
2014

Interest expense
$
1,353

 
$
1,691

 
$
4,146

 
$
4,886

Amortization of deferred financing costs
199

 
282

 
661

 
837

Finance costs
$
1,552

 
$
1,973

 
$
4,807

 
$
5,723

6. SELLING COSTS
Selling costs include transportation and marketing costs associated with the direct sale of the Company's Egyptian crude oil production to third party buyers. The Company completed its third direct crude sale to a third party buyer during the third quarter of 2015.

6
 
Q3-2015

 

7. CASH AND CASH EQUIVALENTS
(000s)
 
September 30, 2015

 
December 31, 2014

Cash
 
$
106,874

 
$
140,390

Cash equivalents
 
20,000

 

 
 
$
126,874

 
$
140,390

8. PRODUCT INVENTORY
Product inventory consists of crude oil held in storage, which is valued at the lower of cost or net realizable value. Cost includes operating expenses and depletion associated with the crude oil that is held in storage as determined on a concession by concession basis.
9. INTANGIBLE EXPLORATION AND EVALUATION ASSETS
(000s)
 
Balance at December 31, 2014
$
100,594

Additions
20,337

Balance at September 30, 2015
$
120,931

10. PROPERTY AND EQUIPMENT
(000s)
Petroleum Properties

 
Other Assets

 
Total

Balance at December 31, 2014
$
523,833

 
$
13,204

 
$
537,037

Additions
19,141

 
547

 
19,688

Balance at September 30, 2015
$
542,974

 
$
13,751

 
$
556,725

 
 
 
 
 
 
Accumulated depletion, depreciation, amortization and impairment losses at
$
262,096

 
$
7,614

 
$
269,710

December 31, 2014
 
 
Depletion, depreciation and amortization for the period
39,899

 
896

 
40,795

Impairment loss
54,921

 

 
54,921

Balance at September 30, 2015
$
356,916

 
$
8,510

 
$
365,426

 
 
 
 
 
 
Net Book Value
 
 
 
 
 
At December 31, 2014
$
261,737

 
$
5,590

 
$
267,327

At September 30, 2015
$
186,058

 
$
5,241

 
$
191,299

The Company recorded an impairment loss of $54.9 million on its petroleum properties during the third quarter of 2015. The impairment loss was split between the West Gharib concession ($28.6 million), the West Bakr concession ($23.1 million) and the East Ghazalat concession ($3.2 million). The impairment losses on the West Gharib and West Bakr concessions were recorded to reduce the carrying value of the assets to their recoverable amounts, which were estimated as the net present value of proved plus probable reserves, discounted at 15%. The recoverable amounts of the assets declined from prior year due to the continued decline in oil prices throughout 2015. The East Ghazalat concession was sold subsequent to the end of the third quarter, and the recoverable amount of the East Ghazalat concession was determined to be equal to the consideration received in the sale transaction.
11. GOODWILL
Goodwill was assessed for impairment as at September 30, 2015, and an impairment loss of $8.2 million was recognized as a result of this assessment. This impairment loss reduces the carrying value of goodwill to zero. The after-tax cash flows used to determine the recoverable amount of the cash-generating unit to which goodwill was assigned were discounted using an estimated weighted average cost of capital of 15%.
12. LONG-TERM DEBT
The Company’s interest-bearing loans and borrowings are measured at amortized cost. As at September 30, 2015, the only significant interest-bearing loans and borrowings is related to the Borrowing Base Facility, under which the Company has borrowing capacity of $39.3 million. The Borrowing Base Facility has a term that extends to December 31, 2017, and is secured by a pledge over certain bank accounts, a pledge over the Company’s subsidiaries and a fixed and floating charge over certain assets. The credit facility bears interest at the LIBOR rate plus an applicable margin, which ranges from 5.0% to 5.5% and is dependent on the amount drawn. The Company incurs standby interest charges on amounts available but not drawn under the Borrowing Base Facility, which significantly impacts the effective interest rate in periods when there are small or no borrowings under the facility. The amount of the Borrowing Base may fluctuate over time and is determined principally by the net present value of the Company’s Proved and Probable reserves over the term of the Borrowing Base Facility, up to a pre-defined commitment amount which is subject to pre-determined semi-annual reductions in accordance with the terms of the Borrowing Base Facility. Accordingly, for each balance sheet

Q3-2015
 
7

 

date, the timing of repayment is estimated based on the most recent redetermination of the Borrowing Base and repayment schedules may change in future periods.
Deferred financing costs related to the Borrowing Base Facility have been presented as an asset on the Company's Condensed Consolidated Interim Balance Sheets as at September 30, 2015 and December 31, 2014 since there were no amounts drawn on the Borrowing Base Facility as at these dates. Deferred financing costs are amortized based on the borrowing capacity available in the Borrowing Base Facility.
13. CONVERTIBLE DEBENTURES
(000s)
 
Balance at December 31, 2014
$
69,093

Fair value adjustment
6,333

Foreign exchange adjustment
(9,744
)
Balance at September 30, 2015
$
65,682

In February 2012, the Company sold, on a bought-deal basis, C$97.8 million ($97.9 million) aggregate principal amount of convertible unsecured subordinated debentures with a maturity date of March 31, 2017. The debentures are convertible at any time and from time to time into common shares of the Company at a price of C$13.80 per common share. The debentures are not redeemable by the Company on or before March 31, 2015 other than in limited circumstances in connection with a change of control of TransGlobe. After March 31, 2015 and prior to March 31, 2017, the debentures may be redeemed by the Company at a redemption price equal to the principal amount plus accrued and unpaid interest, provided that the weighted-average trading price of the common shares for the 20 consecutive trading days ending five trading days prior to the date on which notice of redemption is provided is not less than 125 percent of the conversion price (or C$17.25 per common share). The conversion price of the convertible debentures will adjust for any amounts paid out as dividends on the common shares of the Company, provided that the dividend payment causes the conversion price to change by 1% or more. Interest of 6% is payable semi-annually in arrears on March 31 and September 30. At maturity or redemption, the Company has the option to settle all or any portion of principal obligations by delivering to the debenture holders sufficient common shares to satisfy these obligations.
The convertible debentures are classified as financial instruments at fair value through profit or loss, and as such are measured at fair value with changes in fair value included in earnings. Fair value is determined based on market price quotes from the exchange on which the convertible debentures are traded as at the period end date. As at September 30, 2015 the convertible debentures were trading at a price of C$90.00 for a C$100.00 par value debenture. This represents an increase of $8.00 since December 31, 2014, and as a result the Company has recognized a net expense of $6.3 million for the nine months ended September 30, 2015.
14. COMMITMENTS AND CONTINGENCIES
The Company is subject to certain office and equipment leases.
Pursuant to the PSC for North West Gharib in Egypt, the Company had a minimum financial commitment of $35.0 million ($9.5 million remaining) and a work commitment for 30 wells and 200 square kilometers of 3-D seismic during the initial-three year exploration period, which commenced on November 7, 2013. As at September 30, 2015, the Company had expended $25.5 million towards meeting that commitment.
Pursuant to the PSC for South East Gharib in Egypt, the Company had a minimum financial commitment of $7.5 million ($2.3 million remaining)and a work commitment for two wells, 200 square kilometers of 3-D seismic and 300 kilometers of 2-D seismic during the initial three-year exploration period, which commenced on November 7, 2013. As at September 30, 2015, the Company had expended $5.2 million towards meeting that commitment.
Pursuant to the PSC for South West Gharib in Egypt, the Company had a minimum financial commitment of $10.0 million ($5.1 million remaining)and a work commitment for four wells and 200 square kilometers of 3-D seismic during the initial three-year exploration period, which commenced on November 7, 2013. As at September 30, 2015, the Company had expended $4.9 million towards meeting that commitment.

Pursuant to the PSC for South Ghazalat in Egypt, the Company had a minimum financial commitment of $8.0 million and a work commitment for two wells and 400 square kilometers of 3-D seismic during the initial three-year exploration period, which commenced on November 7, 2013. As at September 30, 2015, the Company had met its financial commitment.
Pursuant to the PSC for North West Sitra in Egypt, the Company had a minimum financial commitment of $10.0 million ($9.9 million remaining) and a work commitment for two wells and 300 square kilometers of 3-D seismic during the initial three and a half year exploration period, which commenced on January 8, 2015. As at September 30, 2015, the Company had expended $0.1 million towards meeting that commitment.
In the normal course of its operations, the Company may be subject to litigations and claims. Although it is not possible to estimate the extent of potential costs, if any, management believes that the ultimate resolution of such contingencies would not have a material adverse impact on the results of operations, financial position or liquidity of the Company.
The Company is not aware of any material provisions or other contingent liabilities as at September 30, 2015.
15. SHARE CAPITAL
Authorized
The Company is authorized to issue an unlimited number of common shares with no par value.

8
 
Q3-2015

 

Issued
 
 
  Nine Months Ended
 
 
Year Ended
 
 
 
September 30, 2015
 
 
December 31, 2014
 
000’s
 
Shares

 
Amount

 
Shares

 
Amount

Balance, beginning of period
 
75,240

 
$
164,006

 
74,600

 
$
160,561

Purchase of common shares
 
(3,104
)
 
(12,221
)
 

 

Stock options exercised
 
70

 
208

 
640

 
2,562

Share-based compensation on exercise
 

 
91

 

 
883

Balance, end of period
 
72,206

 
$
152,084

 
75,240

 
$
164,006

On March 25, 2015, the Toronto Stock Exchange ("TSX") accepted the Company's notice of intention to make a Normal Course Issuer Bid ("NCIB") for its common shares. Under the NCIB, the Company may acquire up to 6,207,585 common shares, which is equal to 10% of the public float. The NCIB commenced on March 31, 2015, and will terminate on March 30, 2016 or such earlier date on which TransGlobe completes its purchases of common shares under the NCIB or terminates the NCIB at its option.
During the three months ended September 30, 2015, the Company repurchased 833,802 common shares. During the nine months ended September 30, 2015, the Company repurchased a total of 3,103,792 common shares. All common shares acquired were cancelled and the cost of shares repurchased (including transaction costs) was applied directly against share capital.
16. SHARE-BASED PAYMENTS
Stock option plan
The Company operates a stock option plan to provide equity-settled share-based remuneration to directors, officers and employees. The number of common shares that may be issued pursuant to the exercise of options awarded under the stock option plan and all other Security Based Compensation Arrangements of the Company is 10% of the common shares outstanding from time to time. All incentive stock options granted under the stock option plan have a per-share exercise price equal to the weighted average trading price of the common shares for the five trading days prior to the date of grant. Each tranche of an award with different vesting dates is considered a separate grant for the calculation of fair value and the resulting fair value is amortized over the vesting period of the respective tranches.
The following table summarizes information about the stock options outstanding and exercisable at the dates indicated:
 
 
Nine Months Ended
 
 
Year Ended
 
 
 
September 30, 2015
 
 
December 31, 2014
 
 
 
 
 
Weighted-

 
 
 
Weighted-

 
 
Number

 
Average

 
Number

 
Average

 
 
of

 
Exercise

 
of

 
Exercise

(000s except per share amounts)
 
Options

 
Price (C$)

 
Options

 
Price (C$)

Options outstanding, beginning of period
 
6,027

 
9.58

 
5,871

 
9.51

Granted
 
1,024

 
4.99

 
1,208

 
7.34

Exercised
 
(70
)
 
3.64

 
(640
)
 
4.48

Forfeited
 
(572
)
 
9.66

 
(412
)
 
10.92

Expired
 
(677
)
 
7.72

 

 

Options outstanding, end of period
 
5,732

 
9.13

 
6,027

 
9.58

Options exercisable, end of period
 
3,325

 
10.75

 
3,193

 
10.35

Compensation expense of $1.8 million was recorded in general and administrative expenses in the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income and Changes in Shareholders’ Equity during the nine month period ended September 30, 2015 (2014 - $2.9 million) in respect of equity-settled share-based payment transactions. The fair value of all common stock options granted is estimated on the date of grant using the lattice-based trinomial option pricing model.
All options granted vest annually over a three-year period and expire five years after the grant date. During the nine month period ended September 30, 2015, employees exercised 70,000 (2014 – 619,000) stock options. The fair value related to these options was $0.1 million, (2014 - $0.8 million) at time of grant and has been transferred from contributed surplus to share capital. As at September 30, 2015 and December 31, 2014, the entire balance in contributed surplus was related to previously recognized share-based compensation expense on equity-settled stock options.
Restricted share unit, performance share unit and deferred share unit plans
In May 2014, the Company implemented a restricted share unit ("RSU") plan, a performance share unit ("PSU") plan and a deferred share unit ("DSU") plan. RSUs may be issued to directors, officers and employees of the Company, and each RSU entitles the holder to a cash payment equal to the fair market value of a TransGlobe common share on the vesting date of the RSU. All RSUs granted vest annually over a three-year period, and all must be settled within 30 days of their respective vesting dates.
PSUs are similar to RSUs, except that the number of PSUs that ultimately vest is dependent on achieving certain performance targets and objectives as set by the board of directors. Depending on performance, vested PSUs can range between 50% and 150% of the original PSU grant. All PSUs granted vest on the third anniversary of their grant date, and all must be settled within 60 days of their vesting dates.

Q3-2015
 
9

 

DSUs are similar to RSUs, except that they become fully vested on the date of grant and may only be issued to directors of the Company. Distributions under the DSU plan do not occur until the retirement of the DSU holder from the Company's board of directors.
The number of RSUs, PSUs and DSUs outstanding as at September 30, 2015 is as follows:
 
Restricted

 
Performance

 
Deferred

 
Share

 
Share

 
Share

(000s, except per share amounts)
Units

 
Units

 
Units

Units outstanding, beginning of period
367

 
294

 
149

Granted
430

 
445

 
107

Exercised
(116
)
 

 

Forfeited
(16
)
 
(29
)
 

Reinvested
27

 
27

 
11

Units outstanding, end of period
692


737


267

Compensation expense of $1.0 million was recorded in general and administrative expenses in the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income and Changes in Shareholders' Equity during the nine month period ended September 30, 2015 (2014 - $1.4 million) in respect of share units granted under the three plans described above. The expense related to the share units granted under these plans is measured at fair value using the lattice-based trinomial pricing model and is recognized over the vesting period, with a corresponding liability recognized on the Condensed Consolidated Interim Balance Sheet. Until the liability is ultimately settled, it is re-measured at each reporting date with changes to fair value recognized in earnings.
17. PER SHARE AMOUNTS
The earnings used in the calculation of basic and diluted earnings per share are as follows:
 
Three Months Ended
 
 
Nine months ended
 
 
September 30
 
 
September 30
 
(000s)
2015

 
2014

 
2015

 
2014

Net earnings (loss)
$
(46,568
)
 
$
19,162

 
$
(70,345
)
 
$
62,053

Dilutive effect of convertible debentures
(7,591
)
 
(4,228
)
 

 
(307
)
Diluted net earnings (loss)
$
(54,159
)
 
$
14,934

 
$
(70,345
)
 
$
61,746

In calculating the earnings per share, basic and diluted, the following weighted average shares were used:
 
Three Months Ended
 
 
Nine Months Ended
 
 
September 30
 
 
September 30
 
(000s)
2015

 
2014

 
2015

 
2014

Weighted average number of shares outstanding
72,302

 
75,068

 
73,923

 
74,799

Dilutive effect of stock options

 
671

 

 
817

Dilutive effect of convertible debentures
7,083

 
6,663

 

 
6,663

Weighted-average number of diluted shares outstanding
79,385

 
82,402

 
73,923

 
82,279

In determining diluted earnings per share, the Company assumes that the proceeds received from the exercise of “in-the-money” stock options are used to repurchase common shares at the average market price. In calculating the weighted average number of diluted common shares outstanding for the three and nine month periods ended September 30, 2015, the Company excluded 5,731,400 stock options (20146,023,500 and 4,433,100, respectively) as their exercise price was greater than the average common share market price in the respective periods.
The convertible debentures are dilutive in any period in which earnings per share is reduced (or loss per share is increased) by the effect of adjusting net earnings for the impact of the convertible debentures, and adjusting the weighted-average number of shares outstanding for the potential shares issuable on conversion of the convertible debentures.
18. DIVIDENDS
During the nine months ended September 30, 2015, TransGlobe paid cash dividends as follows:
Ex-dividend date
 
Record Date
 
Payment Date
 
Per Share Amount

March 12, 2015
 
March 16, 2015
 
March 31, 2015
 

$0.05

June 11, 2015
 
June 15, 2015
 
June 30, 2015
 

$0.05

September 11, 2015
 
September 15, 2015
 
September 30, 2015
 

$0.05

The actual amount of future quarterly dividends will be proposed by management and subject to the approval and discretion of the Board. The Board reviews proposed dividend payments in conjunction with their review of quarterly financial and operating results. Future dividend levels will be dependent upon economic factors including commodity prices, capital expenditure programs and production volumes, and will be evaluated regularly to ensure that dividend payments do not compromise the strong financial position or the growth of the Company.

10
 
Q3-2015

 

19. SEGMENTED INFORMATION
The Company has two reportable operating segments: the Arab Republic of Egypt and the Republic of Yemen. The Company, through its operating segments, is engaged primarily in oil exploration, development and production and the acquisition of properties.
In presenting information on the basis of operating segments, segmented revenue and segmented assets are based on the geographical location of the assets. There are no inter-segment sales.
The accounting policies of the operating segments are the same as the Company’s accounting policies.
 
Egypt
 
 
Yemen
 
 
Total
 
 
Nine Months Ended
 
 
Nine Months Ended
 
 
Nine Months Ended
 
 
September 30
 
 
September 30
 
 
September 30
 
(000s)
2015

 
2014

 
2015

 
2014

 
2015

 
2014

Revenue
 
 
 
 
 
 
 
 
 
 
 
Oil sales, net of royalties
$
87,254

 
$
211,570

 
$
979

 
$
10,684

 
$
88,233

 
$
222,254

Finance revenue
235

 
7

 
2

 
1

 
237

 
8

Total segmented revenue
87,489

 
211,577

 
981

 
10,685

 
88,470

 
222,262

 
 
 
 
 
 
 
 
 
 
 
 
Segmented expenses
 
 
 
 
 
 
 
 
 
 
 
Production and operating
41,275

 
47,904

 
4,758

 
8,944

 
46,033

 
56,848

Selling costs
4,557

 

 

 

 
4,557

 

Depletion, depreciation and amortization
37,041

 
35,401

 

 
1,321

 
37,041

 
36,722

Realized derivative loss on commodity contracts
688

 

 

 

 
688

 

Income taxes – current
20,923

 
51,749

 
42

 
998

 
20,965

 
52,747

Income taxes – deferred
(32,835
)
 
(1,786
)
 

 
901

 
(32,835
)
 
(885
)
Impairment loss
63,101

 

 

 

 
63,101

 

Total segmented expenses
134,750

 
133,268

 
4,800

 
12,164

 
139,550

 
145,432

 
 
 
 
 
 
 
 
 
 
 
 
Segmented earnings (loss)
$
(47,261
)
 
$
78,309

 
$
(3,819
)
 
$
(1,479
)
 
(51,080
)
 
76,830

 
 
 
 
 
 
 
 
 
 
 
 
Non-segmented expenses (income)
 
 
 
 
 
 
 
 
 
 
 
Total non-segmented expenses
 
 
 
 
 
 
 
 
19,265

 
14,777

 
 
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) for the period
 
 
 
 
 
 
 
 
$
(70,345
)
 
$
62,053

 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
 
 
 
 
 
 
 
 
 
 
Exploration and development
$
39,880

 
$
55,851

 
$

 
$
1,384

 
$
39,880

 
$
57,235

Corporate

 

 

 

 
145

 
632

Total capital expenditures
 
 
 
 
 
 
 
 
$
40,025

 
$
57,867



Q3-2015
 
11

 


 
Egypt
 
 
Yemen
 
 
Total
 
 
Three Months Ended
 
 
Three Months Ended
 
 
Three Months Ended
 
 
September 30
 
 
September 30
 
 
September 30
 
(000s)
2015

 
2014

 
2015

 
2014

 
2015

 
2014

Revenue
 
 
 
 
 
 
 
 
 
 
 
Oil sales, net of royalties
$
24,700

 
$
65,328

 
$

 
$
2,520

 
$
24,700

 
$
67,848

Finance revenue
103

 
2

 
1

 
1

 
104

 
3

Total segmented revenue
24,803

 
65,330

 
1

 
2,521

 
24,804

 
67,851

 
 
 
 
 
 
 
 
 
 
 
 
Segmented expenses
 
 
 
 
 
 
 
 
 
 
 
Production and operating
15,497

 
15,612

 
883

 
2,633

 
16,380

 
18,245

Selling costs
660

 

 

 

 
660

 

Depletion, depreciation and amortization
13,337

 
11,371

 

 
171

 
13,337

 
11,542

Income taxes – current
6,543

 
14,596

 

 
154

 
6,543

 
14,750

Income taxes – deferred
(24,352
)
 
127

 

 
(157
)
 
(24,352
)
 
(30
)
Impairment loss
63,101

 

 

 

 
63,101

 

Total segmented expenses
74,786

 
41,706

 
883

 
2,801

 
75,669

 
44,507

 
 
 
 
 
 
 
 
 
 
 
 
Segmented earnings (loss)
$
(49,983
)
 
$
23,624

 
$
(882
)
 
$
(280
)
 
(50,865
)
 
23,344

 
 
 
 
 
 
 
 
 
 
 
 
Non-segmented expenses (income)
 
 
 
 
 
 
 
 
 
 
 
Total non-segmented expenses
 
 
 
 
 
 
 
 
(4,297
)
 
4,182

 
 
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) for the period
 
 
 
 
 
 
 
 
$
(46,568
)
 
$
19,162

 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
 
 
 
 
 
 
 
 
 
 
Exploration and development
$
3,578

 
$
25,406

 
$

 
$
400

 
$
3,578

 
$
25,806

Corporate

 

 

 

 
9

 
206

Total capital expenditures
 
 
 
 
 
 
 
 
$
3,587

 
$
26,012




12
 
Q3-2015

 


The carrying amounts of reportable segment assets and liabilities are as follows:
September 30, 2015
 
 
 
 
 
(000s)
Egypt

 
Yemen

 
Total

Assets
 
 
 
 
 
Segmented assets
$
403,111

 
$
2,991

 
$
406,102

Non-segmented assets
 
 
 
 
95,706

Total assets
 
 
 
 
$
501,808

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Segmented liabilities
$
19,353

 
$
2,310

 
$
21,663

Non-segmented liabilities
 
 
 
 
71,633

Total liabilities
 
 
 
 
$
93,296

 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
(000s)
Egypt

 
Yemen

 
Total

Assets
 
 
 
 
 
Segmented assets
$
597,475

 
$
3,493

 
$
600,968

Non-segmented assets
 
 
 
 
53,090

Total assets
 
 
 
 
$
654,058

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Segmented liabilities
$
74,277

 
$
3,940

 
$
78,217

Non-segmented liabilities
 
 
 
 
75,741

Total liabilities
 
 
 
 
$
153,958




Q3-2015
 
13

 

20. SUPPLEMENTAL CASH FLOW INFORMATION
Changes in non-cash working capital consisted of the following:
 
Three Months Ended
 
Nine Months Ended
 
September 30
 
September 30
(000s)
2015

 
2014

 
2015

 
2014

Operating activities
 
 
 
 
 
 
 
(Increase) decrease in current assets
 
 
 
 
 
 
 
Accounts receivable
$
24,395

 
$
(33,601
)
 
$
69,157

 
$
(68,041
)
Prepaids and other
5,546

 
1,633

 
12,599

 
(915
)
Product inventory
(671
)
 
61

 
(3,412
)
 
560

Increase (decrease) in current liabilities
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
968

 
(101
)
 
(9,438
)
 
(2,606
)
 
$
30,238

 
$
(32,008
)
 
$
68,906

 
$
(71,002
)
 
 
 
 
 
 
 
 
Investing Activities
 
 
 
 
 
 
 
(Increase) decrease in current assets
 
 
 
 
 
 
 
Prepaids and other
$
689

 
$
(427
)
 
$
689

 
$
(33
)
Increase (decrease) in current liabilities
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
(11,989
)
 
2,632

 
(15,198
)
 
(301
)
 
$
(11,300
)
 
$
2,205

 
$
(14,509
)
 
$
(334
)
21. EVENTS AFTER THE REPORTING PERIOD
On October 13, 2015 the Company completed a share purchase agreement whereby a wholly-owned subsidiary of TransGlobe disposed of 100% of the common shares of TransGlobe GOS Inc., which holds a 50% non-operated working interest in the East Ghazalat concession in Egypt. Total consideration received for TransGlobe GOS Inc. was $3.5 million, which has been satisfied by cash consideration of $1.0 million and the issuance of a $2.5 million note. The note bears interest at 10% per annum, payable on a semi-annual basis, and the principal is payable to TransGlobe on or before the second anniversary of the completion date. The cash consideration of $1.0 million was received immediately upon completion of the transaction.
On October 29, 2015 the Company completed a share purchase agreement whereby a wholly-owned subsidiary of TransGlobe disposed of 100% of the common shares of TG West Yemen Inc., which holds a 25% non-operated working interest in the Block S-1 and Block 75 concessions in Yemen. The Company received nominal cash consideration upon closing of the transaction.


14
 
Q3-2015