1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
----------------------------
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1998 or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from _________ to __________
--------------------------
COMMISSION FILE NUMBER 0-13305
--------------------------
PARALLEL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-1971716
(State of other jurisdiction of (I.R.S. Employer Identification
Incorporation or organization) Number)
One Marienfeld Place, Suite 465,
Midland, Texas 79701
Address of principal executive offices) (Zip Code)
(915) 684-3727
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes 'X' No ___
The number of outstanding shares of the issuer's common stock, $.01 par
value, was 18,131,858 shares as of August 3, 1998.
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TABLE OF CONTENTS
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Reference is made to the succeeding pages for the following financial
statements:
- Balance Sheets as of December 31, 1997 and June 30, 1998
- Statements of Operations for the three months ended June 30, 1997
and 1998 and six months ended June 30, 1997 and 1998
- Statements of Cash Flows for the six months ended June 30, 1997
and 1998
- Notes to Financial Statements
PART II. - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
/a/ Exhibits
3. Certificate of Incorporation, as amended, of the Registrant
27. Financial Data Schedule
/b/ Reports on Form 8-K
No reports were filed on Form 8-K during the quarterly period
ended June 30, 1998.
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PARALLEL PETROLEUM CORPORATION
BALANCE SHEETS
December 31, June 30, 1998
ASSETS 1997 (Unaudited)
- ------ ------------ -----------
Current assets:
Cash and cash equivalents $ 597,149 $ 476,612
Accounts receivable:
Oil and gas 1,649,350 1,795,975
Other, net of allowance for doubtful accounts
of $28,130 in 1997 and 1998 915,358 820,781
Affiliate 9,506 11,060
----------- -----------
2,574,214 2,627,816
Other assets 37,183 110,884
----------- -----------
Total current assets 3,208,546 3,215,312
----------- -----------
Property and equipment, at cost:
Oil and gas properties, full cost method 62,659,570 75,590,433
Other 433,922 255,905
----------- -----------
63,093,492 75,846,338
Less accumulated depreciation and depletion 16,514,102 18,307,417
----------- -----------
Net property and equipment 46,579,390 57,538,921
----------- -----------
Other assets, net of accumulated amortization of
$59,085 in 1997 and $72,138 in 1998 67,596 73,298
----------- -----------
$49,855,532 $60,827,531
=========== ===========
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December 31, June 30, 1998
1997 (Unaudited)
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities:
Trade $ 5,313,439 $ 3,945,721
Affiliates 14,660 5,243
Income taxes payable 42,586 --
----------- -----------
Total current liabilities 5,370,685 3,950,964
----------- -----------
Long-term debt 12,182,610 18,291,610
Deferred income taxes 3,183,484 3,308,179
Stockholders' equity:
Preferred stock - $.10 par value, authorized
10,000,000 shares, $.60 Cumulative Convertible
Preferred stock ($10 per share liquidation
preference), issued and outstanding 600,000
in 1998 -- 60,000
Common stock - $.01 par value, authorized
60,000,000 shares, issued and outstanding
18,114,358 in 1997 and 18,131,858 in 1998 181,144 181,320
Additional paid-in surplus 22,839,049 28,751,460
Retained earnings 6,098,560 6,283,998
----------- -----------
Total stockholders' equity 29,118,753 35,276,778
Contingencies
----------- -----------
$49,855,532 $60,827,531
=========== ===========
* The balance sheet as of December 31, 1997 has been derived from the Company's
audited financial statements. The accompanying notes are an integral part
of these financial statements.
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PARALLEL PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
Three Months Ended June 30, 1997 and 1998
Six Months Ended June 30, 1997 and 1998
(Unaudited)
Three Months Six Months
1997 1998 1997 1998
---------- ---------- ---------- ----------
Oil and gas revenues $2,654,734 $2,453,140 $6,695,381 $4,565,703
---------- ---------- ---------- ----------
Cost and expenses:
Lease Operating expense 646,532 613,053 1,539,782 1,170,691
General and administrative 156,704 199,117 297,914 419,505
Depreciation, depletion and amortization 853,362 1,063,466 1,814,608 1,994,283
---------- --------- ---------- ----------
1,656,598 1,875,636 3,652,304 3,584,479
---------- --------- ---------- ----------
Operating income 998,136 577,504 3,043,077 981,224
---------- --------- ---------- ----------
Other income (expense), net:
Interest income 2,941 395 4,603 470
Other income 8,482 37,552 16,965 51,111
Interest expense (210,810) (341,817) (376,917) (646,095)
Other expense (3,488) (4,195) (4,784) (8,577)
---------- ---------- ---------- ----------
Total other expense, net (202,875) (308,065) (360,133) (603,091)
---------- ---------- ---------- ----------
Income before income taxes 795,261 269,439 2,682,944 378,133
Income tax expense - deferred 262,436 88,826 885,372 124,695
---------- ---------- ---------- ----------
Net income $ 532,825 $ 180,613 $1,797,572 $ 253,438
========== ========== ========== ==========
Cumulative preferred stock dividend $ -- $ 68,000 $ -- $ 68,000
========== ========== ========== ==========
Net income available to
Common stockholders $ 532,825 $ 112,613 $1,797,572 $ 185,438
========== ========== ========== ==========
Net income per common share
Basic $ .030 $ .006 $ .101 $ .010
========== ========== ========== ==========
Diluted $ .029 $ .009 $ .097 $ .013
========== ========== ========== ==========
Weighted average common shares
Outstanding - diluted 18,557,327 19,531,844 18,526,097 19,161,431
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
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PARALLEL PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1997 and 1998
(Unaudited)
1997 1998
----------- -----------
Cash flows from operating activities:
Net income $1,797,572 $ 253,438
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation, depletion and amortization 1,814,608 1,994,283
Income taxes 885,372 124,695
Other, net (4,644) (5,702)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 1,088,367 (53,602)
Increase in prepaid expenses and other (98,716) (73,701)
Decrease in accounts payable and
accrued liabilities (820,996) (1,419,721)
---------- ----------
Net cash provided by operating activities 4,661,563 819,690
---------- ----------
Cash flows from investing activities:
Additions of property and equipment (8,256,944) (12,953,814)
---------- ----------
Net cash used in investing activities (8,256,944) (12,953,814)
---------- ----------
Cash flows from financing activities:
Proceeds from the issuance of long-term debt 6,290,000 13,343,000
Payment of long-term debt (4,233,781) (7,234,000)
Proceeds from exercise of options and warrants 45,282 53,438
Stock offering costs (13,409) (80,851)
Proceeds from common stock issuance 1,483,324 --
Proceeds from preferred stock issuance -- 6,000,000
Payment of preferred stock dividend -- (68,000)
---------- ----------
Net cash provided by financing activities 3,571,416 12,013,587
---------- ----------
Net decrease in cash and cash equivalents (23,965) (120,537)
Beginning cash and cash equivalents 41,569 597,149
---------- ----------
Ending cash and cash equivalents $ 17,604 $ 476,612
========== ==========
The accompanying notes are an integral part of these financial statements
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PARALLEL PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1. OPINION OF MANAGEMENT
The financial information included herein is unaudited. However,
such information includes all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary
for a fair statement of the results of operations for the interim periods.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in this Form 10-Q pursuant to the
rules and regulations of the Securities and Exchange Commission. These
financial statements should be read in connection with the financial
statements and notes thereto included in the Company's 1997 Annual Report and
Form 10-K.
NOTE 2. LONG TERM DEBT
In April 1998, the Company and its bank lender amended the Company's
loan agreement to add a $2,000,000 non-revolving line of credit to the
existing revolving line of credit. Under the loan agreement, as amended, the
Company may borrow up to the lessor of $30,000,000 or the "borrowing base"
then in effect. The borrowing base at April 1, 1998 was $19,600,000. The
$19,600,000 borrowing base includes (i) a $17,600,000 revolving credit
facility (the "Revolving Facility") and (ii) the additional $2,000,000
non-revolving line of credit (the "Development Facility"). Loans are made
to the Company under a promissory note secured by substantially all of the
Company's oil and gas properties. All indebtedness under the Revolving
Facility matures on July 1, 2001 and all indebtedness under the Development
Facility is due and payable on December 31, 1998. Loans made to the Company
under the Revolving Facility bear interest at the election of the Company at
a rate equal to (i) the bank's base lending rate less .25% or (ii) the bank's
Eurodollar rate plus a margin of 2.50%. Loans made under the Development
Facility bear interest at the bank's base lending rate plus 5.50%. Interest
only is payable monthly until maturity. On June 30, 1998, the interest rate
in effect under the Revolving Facility was the bank's base lending rate less
.25%, or 8.25%. The interest rate in effect for the Development Facility was
the bank's base rate plus 5.5% or 14.0% at June 30, 1998. Commitment fees of
.25% per annum on the difference between the borrowing base and the average
daily amount outstanding are due quarterly. Under terms of the loan
facility, the principal amount outstanding at any one time may never exceed
the borrowing base established by the bank, which, at June 30, 1998, was
$19,600,000. The borrowing base reduces automatically each month at a rate
of $300,000 (the "monthly reduction amount"). The borrowing base and the
monthly reduction amount are redetermined by the bank on or about April 1 and
October 1 of each year or at such other times as the bank may elect. At June
30, 1998, the principal amount outstanding under the Revolving Facility was
$17,600,000 and $691,610 was outstanding under the Development Facility.
The loan agreement requires the Company to comply with certain
covenants including limits on additional debt, maintenance of minimum levels
of financial ratios and dividend payment restrictions.
NOTE 3. CUMULATIVE CONVERTIBLE PREFERRED STOCK
On April 8, 1998, the Company completed a private placement of
600,000 shares of its $.60 Cumulative Convertible Preferred Stock, $.10 par
value per share (the "Preferred Stock"). Cumulative dividends of $.60 per
share are payable semi-annually on June 15 and December 15 of each year.
Each share of Preferred Stock may be converted, at the option of the holder,
into 1.5625 shares of common stock at an initial conversion price of $6.40
per share, subject to adjustment in certain events. See Part II - Other
Information - Item 2.
The Company may redeem the Preferred Stock, in whole or in part,
after April 1, 1999, for $10 per share plus accrued dividends.
Proceeds received, net of related expenses, were approximately
$5,919,000. The net proceeds from the sale of Preferred Stock were used to
reduce the indebtedness outstanding under the Company's loan agreement.
A certain director of the Company purchased 100,000 shares of the
Preferred Stock for $1,000,000.
A Preferred Stock dividend was paid on June 15, 1998 to Preferred
Stock Shareholders of record in the amount of $68,000. The dividend payment
was recorded as a charge to retained earnings.
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NOTE 4. STOCK OPTION PLAN
In March 1998, the Board of Directors adopted the Parallel Petroleum
Corporation 1998 Stock Option Plan (the "1998 Plan") . At the annual meeting
of stockholders held in June 1998, the 1998 Plan was ratified and approved by
the stockholders. The purpose of the 1998 Plan is to secure for the Company
and its stockholders the benefits of the incentives inherent in increased
Common Stock ownership by employees of the Company and to provide a means
whereby employees of the Company may develop a sense of proprietorship and
personal involvement in the development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and
its stockholders. The 1998 Plan provides for the granting of options to
purchase up to 850,000 shares of Common Stock. Stock options granted under
the 1998 Plan may be either "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, or stock options
which do not constitute incentive stock options.
NOTE 5. AUTHORIZED STOCK
At the annual meeting of stockholders held in June 1998, the
stockholders approved an amendment to the Company's Certificate of Incorporation
decreasing the number of authorized shares of Common Stock and Preferred
Stock. The total number of authorized shares of Common Stock decreased from
100,000,000 shares to 60,000,000 shares and the total number of authorized
shares of Preferred Stock decreased from 40,000,000 shares to 10,000,000
shares. The purpose of the amendment was to decrease the franchise taxes
paid by the Company in the State of Delaware.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. Certificate of Incorporation, as amended, of the Registrant
27. Financial Data Schedule
(b) Reports on form 8-K
No reports were filed on Form 8-K during the quarter ended
June 30, 1998.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
PARALLEL PETROLEUM CORPORATION
Date: September 21, 1998 /s/ Thomas R. Cambridge
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THOMAS R. CAMBRIDGE
CHIEF EXECUTIVE OFFICER
Date: September 21, 1998 /s/ Larry C. Oldham
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LARRY C. OLDHAM,
PRESIDENT AND
PRINCIPAL FINANCIAL OFFICER
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INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
- ------ ------------------------
*3 Certificate of Incorporation,
as amended, of the Registrant
*27 Financial Data Schedule
- ---------------------
*Filed herewith