UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-19118
ABRAXAS PETROLEUM CORPORATION
----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 74-2584033
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
500 N. Loop 1604, East, Suite 100, San Antonio, Texas 78232
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (210) 490-4788
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 such shorter period that the restraint
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X or No __
The number of shares of the issuer's common stock outstanding as of
November 10, 1999, was:
Class Shares Outstanding
Common Stock, $.01 Par Value 6,352,672
1 of 25
ABRAXAS PETROLEUM CORPORATION AND SUBSIDIARIES
FORM 10 - Q
INDEX
PART I
FINANCIAL INFORMATION
ITEM 1 - Financial Statements (Unaudited)
Consolidated Balance Sheets - September 30, 1999
and December 31,1998.........................................3
Consolidated Statements of Operations -
Three and Nine Months Ended September 30, 1999 and 1998......5
Consolidated Statement of Stockholders Equity (Deficit)
September 30, 1999 and December 31, 1998.....................6
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998................7
Notes to Consolidated Financial Statements.....................8
ITEM 2 - Managements Discussion and Analysis of Financial Condition and
Results of Operations.........................................23
ITEM 3 - Quantitative and Qualitative Disclosures about market risk........23
PART II
OTHER INFORMATION
ITEM 1 - Legal proceedings 24
ITEM 2 - Changes in Securities...............................................24
ITEM 3 - Defaults Upon Senior Securities.....................................24
ITEM 4 - Submission of Matters to a Vote of Security Holders.................24
ITEM 5 - Other Information 24
ITEM 6 - Exhibits and Reports on Form 8-K....................................24
Signatures ..................................................25
2
Abraxas Petroleum Corporation and Subsidiaries
Part 1- Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets
September 30, December 31,
1999 1998
(Unaudited)
---------------------------
(In thousands)
Current assets:
Cash .................................................... $ 14,421 $ 61,390
Accounts receivable, less allowance for doubtful
accounts:
Joint owners ........................................ 6,629 3,337
Oil and gas production sales ........................ 8,166 6,098
Other ............................................... 2,350 1,070
-------- --------
17,145 10,505
Equipment inventory ..................................... 441 504
Other current assets .................................... 475 844
-------- --------
Total current assets .................................. 32,482 73,243
Property and equipment ..................................... 495,082 374,316
Less accumulated depreciation, depletion, and amortization . 191,398 165,867
-------- --------
Net property and equipment based on the full cost
method of accounting for oil and gas properties
of which $10,675 at December 31, 1998 and September 30,
1999, was excluded from amortization .................. 303,684 208,449
Deferred financing fees, net of accumulated amortization
of $2,911 and $3,984 at December 31, 1998 and September
30, 1999, respectively .................................. 9,919 8,059
Other assets ............................................... 1,240 1,747
======== ========
Total assets ............................................ $347,325 $291,498
======== ========
See accompanying notes to consolidated financial statements
3
Abraxas Petroleum Corporation and Subsidiaries
Part 1- Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets (continued)
September 30, December 31,
1999 1998
(Unaudited)
----------------------------
(In thousands)
Current liabilities:
Accounts payable ......................................... $ 8,524 $ 10,499
Oil and gas production payable ........................... 10,527 5,846
Accrued interest ......................................... 13,637 5,522
Income taxes payable ..................................... 106 160
Other accrued expenses ................................... 1,539 527
--------- ---------
Total current liabilities .............................. 34,333 22,554
Long-term debt .............................................. 346,243 299,698
Deferred income taxes ....................................... 27,429 19,820
Minority interest in foreign subsidiary ..................... 10,286 9,672
Future site restoration ..................................... 4,374 3,276
Commitments and contingencies
Stockholders' equity (Deficit):
Common stock, par value $.01 per share - authorized
50,000,000 shares; issued 6,504,755 and 6,501,441 shares
at September 30, 1999 and December 31, 1998,
respectively ........................................... 65 65
Additional paid-in capital ............................... 51,651 51,695
Accumulated deficit ...................................... (123,099) (103,145)
Treasury stock, at cost, 152,083 and 171,015 shares at
September 30, 1999 and December 31, 1998, respectively . (1,071) (1,167)
Accumulated other comprehensive loss ..................... (2,886) (10,970)
--------- ---------
Total stockholders' equity (deficit) ........................ (75,340) (63,522)
--------- ---------
Total liabilities and stockholders' equity (deficit) .. $ 347,325 $ 291,498
========= =========
See accompanying notes to consolidated financial statements
4
Abraxas Petroleum Corporation and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------------------
1999 1998 1999 1998
----------------------------------------------
(In thousands except per share data)
Revenue:
Oil and gas production revenues ................ $ 15,842 $ 12,798 $ 43,884 $ 41,406
Gas processing revenues ........................ 818 668 2,733 2,369
Rig revenues ................................... 129 112 328 350
Other .......................................... 169 221 2,759 1,884
-------- -------- -------- --------
16,958 13,799 49,704 46,009
Operating costs and expenses:
Lease operating and production taxes ........... 4,581 4,347 13,986 13,387
Depreciation, depletion, and amortization ...... 7,834 8,826 25,801 26,049
Rig operations ................................. 156 123 452 381
General and administrative ..................... 1,405 1,268 4,187 3,957
-------- -------- -------- --------
13,976 14,564 44,426 43,774
-------- -------- -------- --------
Operating income (loss) ........................... 2,982 (765) 5,278 2,235
Other (income) expense:
Interest income ................................ (226) (110) (493) (418)
Amortization of deferred financing fee ......... 382 278 1,073 913
Interest expense ............................... 10,016 7,530 28,422 22,795
-------- -------- -------- --------
10,172 7,698 29,002 23,290
-------- -------- -------- --------
Income (loss) before taxes ........................ (7,190) (8,463) (23,725) (21,055)
Income tax expense (benefit):
Current ........................................ 92 124 305 208
Deferred ....................................... (510) (2,913) (4,247) (4,741)
Minority interest in income of consolidated foreign
subsidiary ..................................... 147 121 172 (50)
-------- -------- -------- --------
Net income (loss) applicable to common stock ...... $ (6,919) $ (5,795) $(19,954) $(16,472)
======== ======== ======== ========
Earnings (loss) per common share:
Net Income (loss) per common share ........... $ (1.09) $ (0.92) $ (3.15) $ (2.60)
======== ======== ======== ========
Net income (loss) per common share - assuming
dilution ..................................... $ (1.09) $ (0.92) $ (3.15) $ (2.60)
======== ======== ======== ========
See accompanying notes to consolidated financial statements
5
ABRAXAS PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands except share amounts)
Accumulatd
Common Stock Treasury Stock Additional Other
-----------------------------------------Paid-In Accumulated Comprehensive
Shares Amount Shares Amount Capital Deficit Income (Loss) Total
-------------------------------------------------------------------------------------------------
Balance at December 31, 1998.. 6,501,441 $ 65 (171,015) $(1,167) $ 51,695 $ (103,145) $ (10,970) $ (63,522)
Comprehensive income
(loss):
Net income .............. - - - - - (19,954) - (19,954)
Other comprehensive
income:
Foreign currency
translation - - - - - - 8,084 8,084
adjustment ..........
------------
Comprehensive income (loss) - - - - - - - (11,870)
Issuance of common stock
for compensation ........ 3,314 18,932 96 (44) - - 52
-------------------------------------------------------------------------------------------------
Balance at September 30, 1999
(unaudited) 6,504,755 $ 65 (152,083) $(1,071) $ 51,651 $ (123,099) $ (2,886) $ (75,340)
==================================================== ===========================================
See accompanying notes to consolidatednancial statements
6
Abraxas Petroleum Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
-----------------------
1999 1998
-----------------------
(In Thousands)
Operating Activities
Net income (loss) .................................................. $ (19,954) $ (16,472)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Minority interest in income of foreign subsidiary ............. 172 (50)
Depreciation, depletion, and amortization ..................... 25,801 26,049
Amortization of deferred financing fees ....................... 1,073 913
Amortization of premium on Senior Notes ....................... (434) --
Deferred income tax benefit ................................... (4,247) (4,741)
Issuance of common stock for compensation ..................... 52 207
Changes in operating assets and liabilities:
Accounts receivable ....................................... (1,556) 3,254
Equipment inventory ....................................... 63 (126)
Other assets .............................................. 439 304
Accounts payable and accrued expenses ..................... 7,969 2,263
--------- ---------
Net cash provided by operating activities .......................... 9,378 11,601
Investing Activities
Capital expenditures, including purchases
and development of properties ...................................... (115,250) (41,661)
Proceeds from sale of oil and gas properties and equipment inventory 14,844 272
--------- ---------
Net cash (used) provided by investing activities ................... (100,406) (41,389)
Financing Activities
Issuance of common stock, net of expenses .......................... -- 5,014
Purchase of treasury stock, net .................................... (12) (980)
Proceeds from long-term borrowings ................................. 83,000 65,106
Premium from issuance of Senior Notes .............................. -- 3,471
Payments on long-term borrowings ................................... (36,298) (31,609)
Deferred financing fees ............................................ (2,834) (1,681)
Other .............................................................. -- 202
--------- ---------
Net cash provided by financing activities .......................... 43,856 39,523
Effect of exchange rate changes on cash ............................ 203 (1,303)
--------- ---------
Increase (decrease) in cash ........................................ (46,969) 8,432
Cash at beginning of period ........................................ 61,390 2,876
--------- ---------
Cash at end of period .............................................. $ 14,421 $ 11,308
========= =========
Supplemental Disclosures
Supplemental disclosures of cash flow information:
Interest paid ................................................. $ 20,788 $ 14,484
========= =========
See accompanying notes to consolidated financial statements
7
Abraxas Petroleum Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 1999
Note 1. Basis of Presentation
The accounting policies followed by Abraxas Petroleum Corporation and its
subsidiaries (the "Company"or "Abraxas") are set forth in the notes to the
Company's audited financial statements in the Annual Report on Form 10-K filed
for the year ended December 31, 1998 which is incorporated herein by reference.
Such policies have been continued without change. Also, refer to the notes to
those financial statements for additional details of the Company's financial
condition, results of operations, and cash flows. All the material items
included in those notes have not changed except as a result of normal
transactions in the interim, or as disclosed within this report. The
consolidated financial statements have not been audited by independent
accountants, but in the opinion of management, reflect all adjustments necessary
for a fair presentation of the financial position and results of operations. Any
and all adjustments are of a normal and recurring nature.
The consolidated financial statements include the accounts of the Company ,
its wholly -owned foreign subsidiary Canadian Abraxas Petroleum Limited.
("Canadian Abraxas"), its 48% owned foreign subsidiary Grey Wolf Exploration
Inc. ("Grey Wolf") and Canadian Abraxas' wholly-owned subsidiary, New Cache
Petroleums Ltd ("New Cache"). Minority interest represents the minority
shareholders' proportionate share of the equity and income of Grey Wolf.
Canadian Abraxas', New Cache's and Grey Wolf's assets and liabilities are
translated to U.S. dollars at period-end exchange rates. Income and expense
items are translated at average rates of exchange prevailing during the period.
Translation adjustments are accumulated as a separate component of shareholders'
equity.
Note 2. Long-Term Debt
Long-term debt consists of the following:
September 30, December 31,
1999 1998
-------------------------
(In thousands)
11.5% Senior Notes due 2004, Series D ............................ $274,000 $274,000
Unamortized premium on Senior Notes .............................. 2,459 3,471
Credit facility due to Bankers Trust Company, ING
Capital and Union Bank of California ........................... -- 15,700
12.875% Senior Secured Notes due 2003 (see below) ................ 63,500 --
Credit facility due to a Canadian bank, providing for borrowings
to approximately $12,100,000 at the bank's prime rate plus
.125%, 6.20% at September 30, 1999 ............................. 6,277 6,515
Other ............................................................ 7 12
======== ========
$346,243 $299,698
======== ========
In March 1999, the Company consummated the sale of $63.5 million of its
12.875% Senior Secured Notes due 2003 (the "Secured Notes"). Interest on the
Secured Notes is payable semi-annually in cash in arrears on March 15 and
September 15, commencing September 15, 1999. The Secured Notes are redeemable,
in whole or in part, at the option of Abraxas on or after March 15, 2001, at the
redemption prices set forth below, plus accrued and unpaid interest to the date
of redemption, if redeemed during the 12-month period commencing on March 15 of
the years set forth below:
8
Year Percentage
2001............................................ 103.000%
2002 and thereafter............................. 100.000%
At any time, or from time to time, prior to March 15, 2001, Abraxas may, at its
option, use all or a portion of the net cash proceeds of one or more equity
offerings to redeem up to 35% of the aggregate original principal amount of the
Secured Notes at a redemption price equal to 112.875% of the aggregate principal
amount of the Secured Notes to be redeemed, plus accrued and unpaid interest.
The Secured Notes are senior indebtedness of Abraxas secured by a first
lien or charge on substantially all of the crude oil and natural gas properties
of Abraxas and the shares of Grey Wolf owned by Abraxas. The Secured Notes are
unconditionally guaranteed (the "Guarantees") on a senior basis, jointly and
severally, by Canadian Abraxas, New Cache and Sandia Oil & Gas Corporation
("Sandia"), a wholly-owned subsidiary of Abraxas (collectively, the
"Guarantors"). The Guarantees are secured by substantially all of the crude oil
and natural gas properties of the Guarantors and the shares of Grey Wolf owned
by Canadian Abraxas.
Upon a Change of Control, each holder of the Secured Notes will have the right
to require Abraxas to repurchase such holder's Secured Notes at a redemption
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest to the date of repurchase. In addition, Abraxas will be obligated to
offer to repurchase the Secured Notes at 100% of the principal amount thereof
plus accrued and unpaid interest to the date of redemption in the event of
certain asset sales
The Indenture governing the Secured Notes (the "Secured Notes Indenture")
contains certain covenants that limit the ability of Abraxas and certain of its
subsidiaries, including the Guarantors (the "Restricted Subsidiaries"), to,
among other things, incur additional indebtedness, pay dividends or make certain
other restricted payments, consummate certain asset sales, enter into certain
transactions with affiliates, incur liens, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company.
The Secured Notes Indenture provides, among other things, that the Company
may not, and may not cause or permit the Restricted Subsidiaries, to, directly
or indirectly, create or otherwise cause to permit to exist or become effective
any encumbrance or restriction on the ability of such subsidiary to pay
dividends or make distributions on or in respect of its capital stock, make
loans or advances or pay debts owed to Abraxas or any other Restricted
Subsidiary, guarantee any indebtedness of Abraxas or any other Restricted
Subsidiary or transfer any of its assets to Abraxas or any other Restricted
Subsidiary except for such encumbrances or restrictions existing under or by
reason of: (i) applicable law; (ii) the Secured Notes Indenture or the Indenture
governing the Series D Notes; (iii) customary non-assignment provisions of any
contract or any lease governing leasehold interest of such subsidiaries; (iv)
any instrument governing indebtedness assumed by the Company in an acquisition,
which encumbrance or restriction is not applicable to such Restricted Subsidiary
or the properties or assets of such subsidiary other than the entity or the
properties or assets of the entity so acquired; (v) agreements existing on the
Issue Date (as defined in the Secured Notes Indenture) to the extent and in the
manner such agreements were in effect on the Issue Date; (vi) customary
restrictions with respect to subsidiaries of the Company pursuant to an
agreement that has been entered into for the sale or disposition of capital
stock or assets of such Restricted Subsidiary to be consummated in accordance
with the terms of the Secured Notes Indenture or any Security Documents (as
defined in the Secured Notes Indenture) solely in respect of the assets or
capital stock to be sold or disposed of; (vii) any instrument governing certain
liens permitted by the Secured Notes Indenture, to the extent and only to the
extent such instrument restricts the transfer or other disposition of assets
subject to such lien; or (viii) an agreement governing indebtedness incurred to
refinance the indebtedness issued, assumed or incurred pursuant to an agreement
referred to in clause (ii), (iv) or (v) above; provided, however, that the
provisions relating to such encumbrance or restriction contained in any such
refinancing indebtedness are no less favorable to the holders of the Secured
Notes in any material respect as determined by the Board of Directors of the
Company in their reasonable and good faith judgment that the provisions relating
to such encumbrance or restriction contained in the applicable agreement
referred to in such clause (ii), (iv) or (v) and do not extend to or cover any
new or additional property or assets and, with respect to newly created liens,
(A) such liens are expressly junior to the liens securing the Secured Notes, (B)
the refinancing results in an improvement on a pro forma basis in the Company's
Consolidated EBITDA Coverage Ratio (as defined in the Secured Notes Indenture)
and (C) the instruments creating such liens expressly subject the foreclosure
rights of the holders of the refinanced indebtedness to a stand-still of not
less than 179 days.
9
Note 3. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------------- --------------------------------
1999 1998 1999 1998
---------------- --------------- ---------------- -----------
Numerator:
Net income (loss) $ (6,919) $ (5,795) $ (19,954) $ (16,472)
-------------- --------------- ----------- -----------
Numerator for basic earnings per share - income (6,919) (5,795) (19,954) (16,472)
(loss) available to common stockholders
Effect of dilutive securities:
Preferred stock dividends - - - -
------------- -------------- ------------- -----------
Numerator for diluted earnings per share-income
available to common stockholders after assumed
Conversions (6,919) (5,795) (19,954) (16,472)
Denominator:
Denominator for basic earnings per share -
weighted-average shares 6,352,672 6,322,370 6,342,437 6,323,361
Effect of dilutive securities:
Stock options and warrants - - - -
------------- -------------- --------------- ----------
- - - -
------------- -------------- --------------- ----------
Dilutive potential common shares Denominator
for diluted earnings per share adjusted
weighted-average shares and assumed
Conversions 6,352,672 6,322,370 6,342,437 6,323,361
Basic earnings (loss) per share:
Income (loss) $ (1.09) $ (.92) $ (3.15) $ (2.60)
============= ============== =============== ===========
Diluted earnings (loss) per share:
Income (loss) $ (1.09) $ (.92) $ (3.15) $ (2.60)
============= ============== =============== ========
For the three months and nine months ended September 30, 1999 and 1998,
none of the shares issuable in connection with stock options or warrants are
included in diluted shares. Inclusion of these shares would be antidilutive due
to losses incurred in the periods.
10
Note 4. Summary Financial Information of Canadian Abraxas Petroleum Limited.,
New Cache Petroleums Ltd. and Sandia Oil & Gas Corporation.
The following is summary financial information of Canadian Abraxas and
Sandia, both of which are wholly- owned subsidiaries of the Company, and New
Cache which is a wholly- owned subsidiary of Canadian Abraxas, at September 30,
1999. Canadian Abraxas is jointly and severally liable with the Company for the
entire balance of the Company's and Canadian Abraxas' 11.5% Senior Notes due
2004, Series D (the "Series D Notes") ($274,000,000).The Series D Notes are
unconditionally guaranteed, on a senior basis, jointly and severally, by New
Cache and Sandia. The Secured Notes are unconditionally guaranteed, on a senior
basis, jointly and severally, by Canadian Abraxas, Sandia and New Cache. The
Company has not presented separate financial statements and other disclosures
concerning Canadian Abraxas, Sandia. or New Cache because management has
determined that such information is not material to the holders of the Series D
Notes, the Secured Notes and the Company's Common Stock.
Summary Balance Sheets
September 30, 1999
(In Thousands)
Canadian New Cache Sandia Oil & Gas,
Abraxas Petroleums, Ltd Corp.
------------------ -------------------- --------------------
Total current assets $ 33,380 $ 7,498 $ 225
Oil and gas properties 80,597 100,765 1,440
Other assets 67,001 - 2
------------------ -------------------- --------------------
$ 180,978 $ 108,263 $ 1,666
================== ==================== ====================
Total current liabilities $ 4,503 $ 3,177 $ 75
11.5% Senior Notes due 2004 74,682 - -
Intercompany payable 16,290 26,991 1,205
Other liabilities 17,520 13,247 -
Shareholder's equity 67,983 64,848 386
------------------ -------------------- --------------------
$ 180,978 $ 108,263 $ 1,666
================== ==================== ====================
Summary Statements of Operations
Nine Months ended September 30, 1999
(in Thousands)
Canadian New Cache Sandia Oil & Gas,
Abraxas Petroleums, Ltd Corp.
----------------- --------------------- --------------------
Revenues $ 11,998 $ 12,604 $ 397
Operating costs & expenses (11,957) (12,064) (132)
Interest expense (7,450) (153) -
Other (91) - -
Income tax benefit (expense) 4,472 (200) -
----------------- --------------------- --------------------
Net income (loss) $ (3,028) $ 187 $ 265
================= ===================== ====================
Three Months ended September 30, 1999
(in Thousands)
Canadian New Cache Sandia Oil & Gas,
Abraxas Petroleums, Ltd Corp.
----------------- --------------------- -------------------
Revenues $ 4,199 $ 4,472 $ 172
Operating costs & expenses (3,758) (3,553) (46)
Interest expense (2,420) 27 -
Other (147) - -
Income tax benefit (expense) 1,066 (402) -
----------------- --------------------- ---------------------
Net income (loss) $ (1,060) $ 544 $ 126
================= ===================== ====================
11
Note 5. Business Segments
Business segment information about the Company's third quarter operations
in different geographic areas is as follows:
Three Months Ended September 30, 1999
-------------------------------------------------------------
U.S. Canada Total
------------------ ----------------- -------------------
(In thousands)
Revenues ............................... $ 5,920 $ 11,038 $ 16,958
================== ================= ===================
Operating profit (loss)................. $ 1,720 $ 1,993 $ 3,713
================== =================
General corporate ...................... (731)
Interest expense and amortization of
deferred financing fees ............. (10,172)
-------------------
Income (loss) before income taxes ... $ (7,190)
===================
Three Months Ended September 30, 1998
-------------------------------------------------------------
U.S. Canada Total
------------------ ----------------- -------------------
(In thousands)
Revenues ............................... $ 8,130 $ 5,669 $ 13,799
================== ================= ===================
Operating profit (loss)................. $ 1,193 $ (675) $ 518
================== =================
General corporate....................... (1,283)
Interest expense and amortization of
deferred financing fees ............. (7,698)
-------------------
Income before income taxes .......... $ (8,463)
===================
Nine Months Ended September 30, 1999
-------------------------------------------------------------
U.S. Canada Total
------------------ ----------------- -------------------
(In thousands)
Revenues ............................... $ 18,678 $ 31,027 $ 49,705
================== ================= ===================
Operating profit (loss)................. $ 5,946 $ 1,556 $ 7,502
================== =================
General corporate ...................... (2,224)
Interest expense and amortization of
deferred financing fees ............. (29,002)
-------------------
Income before income taxes .......... $ (23,724)
===================
Nine Months Ended September 30, 1998
-------------------------------------------------------------
U.S. Canada Total
------------------ ----------------- -------------------
(In thousands)
Revenues ............................... $ 28,561 $ 17,448 $ 46,009
================== ================= ===================
Operating profit (loss)................. $ 6,348 $ (878) $ 5,470
================== =================
General corporate ...................... (3,235)
Interest expense and amortization of
deferred financing fees ............. (23,290)
-------------------
Income before income taxes .......... $ (21,055)
===================
12
September 30, 1999
-------------------------------------------------------------
U.S. Canada Total
------------------ ----------------- -------------------
(In thousands)
Identifiable assets at September 30,1999 $ 108,450 $ 227,807 $ 336,257
================== =================
Corporate assets ....................... 11,068
-------------------
Total assets ........................ $ 347,325
===================
December, 31, 1998
-------------------------------------------------------------
U.S. Canada Total
------------------ ----------------- -------------------
(In thousands)
Identifiable assets at December 31, 1998 $ 153,030 $ 129,301 $ 282,331
================== ================= ===================
Corporate assets ....................... 9,167
-------------------
Total assets ........................ $ 291,498
===================
Note 6. Contingencies
In May 1995, certain plaintiffs filed a lawsuit against the Company
alleging negligence and gross negligence, tortuous interference with contract,
conversion and waste. In March 1998, a jury found against the Company and, on
May 22, 1998 final judgment in the amount of $1.3 million was entered. The
Company has filed an appeal. Management believes that the plaintiffs' claims are
without merit and that damages should not be recoverable under this action;
however, the ultimate effect on the Company's financial position and results of
operations cannot be determined at this time. The Company has not established a
reserve for this matter at September 30, 1999.
Additionally, from time to time, the Company is involved in litigation
relating to claims arising out of its operations in the normal course of
business. At September 30, 1999, the Company was not engaged in any legal
proceedings that are expected, individually or in the aggregate, to have a
material adverse effect on the Company.
Note 7. New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which is
required to be adopted in years beginning after June 15, 1999. In June 1999,
SFAS No. 137 was issued, which delays the required adoption of SFAS No. 133 by
one year. The statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Statement will require the Company to recognize
all derivatives on the balance sheet at fair value. Derivatives that are not
hedges must be adjusted to fair value through income. If the derivative is a
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, of firm commitments
through earnings or recognized in other comprehensive income until the hedge
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. The Company has not
yet determined the effect of SFAS No. 133 will be on the earnings and financial
position of the Company.
Note 8. Divestitures
On August 11, 1999, the Company closed a transaction with a major Canadian
independent to sell non-core assets owned by Canadian Abraxas. The assets were
sold for $14.6 CDN ($9.8 million U.S.,)
Note 9. Subsequent Events
In October 1999, the Company sold a dollar denominated production payment
for $ 4.0 million relating to existing natural gas wells in the Edwards Trend in
South Texas to a unit of Southern Energy, Inc. The Company has the ability to
sell up to $50 million to Southern for additional drilling opportunities in the
Edwards Trend.
13
In November 1999 the Company announced that an oral agreement had been
reached with an informal committee of the holders of the Series D Notes,
representing a majority of the outstanding principal amount of the Series D
Notes. The Company has been exploring alternatives to increase its liquidity,
including the restructuring of the Company's indebtedness. The Company has been
involved in discussions with the members of the informal committee, and as a
result of these discussions, the Company and the informal committee have agreed
to the following restructuring proposal:
o Noteholders will exchange the Series D Notes for new notes with a face
amount equal to 70% of the principal amount of the existing Series D
Notes with the same interest rate;
o The new notes will have a second priority lien on substantially all of
the assets of Abraxas;
o Noteholders will receive equity equal to 72% of the equity of the
restructured company;
o Noteholders will receive a contingent value right that will allow them to
receive additional equity if the price of Abraxas common stock does not
reach certain levels over the 18 month period following the consummation
of the restructuring; and
o Noteholders will appoint four members of a new seven-member board of
directors
The closing of the restructuring is subject to the satisfaction of certain
customary conditions to closing including board approval and the exchange of at
least 95% of the principal amount of the Series D Notes in exchange for new
notes with terms described above.
The Company currently expects that the proposed restructuring will be completed
on or about December 15, 1999.
Note 10. Reclassifications
Certain balances for 1998 have been reclassified for comparative purposes.
14
ABRAXAS PETROLEUM CORPORATION AND SUBSIDIARIES
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following is a discussion of the Company's financial condition, results
of operations, liquidity and capital resources. This discussion should be read
in conjunction with the consolidated financial statements of the Company and the
notes thereto, included in the Company's Annual report on Form 10-K filed for
the year ended December 31, 1998, which is incorporated herein by reference.
Results of Operations
The factors which most significantly affect the Company's results of
operations are (1) the sales prices of crude oil and natural gas, (2) the level
of total sales volumes of crude oil and natural gas, (3) the level of and
interest rates on borrowings and (4) the level and success of exploration and
development activity.
Selected operating data. The following table sets forth certain operating
data of the Company for the periods presented.
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- -------------------------------
1999 1998 1999 1998
------------ ----------- -------------- -------------
Operating Revenue (in thousands):
Crude Oil Sales $ 3,242 $ 2,374 $ 8,506 $ 7,768
Natural Gas Sales 11,074 9,082 32,012 28,699
Natural Gas Liquids Sales 1,526 1,342 3,366 4,939
Processing Revenue 818 668 2,733 2,370
Rig Operations 129 112 328 350
Other 169 421 2,759 1,883
============ =========== ============== =============
$ 16,958 $ 13,799 $ 49,704 $ 46,009
============ =========== ============== =============
Operating Income (in thousands) $ 2,982 $ (765) $ 5,278 $ 2,235
Crude Oil Production (MBBLS) 192 178 609 565
Natural Gas Production (MMCFS) 6,273 6,395 20,155 18,874
Natural Gas Liquids Production (MBBLS) 98 238 282 715
Average Crude Oil Sales Price ($/BBL) $ 16.88 $ 13.32 $ 13.98 $ 13.75
Average Natural Gas Sales Price ($/MCF) $ 1.77 $ 1.42 $ 1.59 $ 1.52
Average Liquids Sales Price ($/BBL) $ 15.62 $ 5.64 $ 11.96 $ 6.90
Comparison of Three Months Ended September 30, 1999 to Three Months Ended
September 30, 1998
Operating Revenue. During the three months ended September 30, 1999,
operating revenue from crude oil, natural gas and natural gas liquid sales
increased to $15.8 million from $12.8 million for the same period in 1998. The
increase in revenue from crude oil, natural gas and natural gas liquids was
primarily due to increased prices received in 1999 as compared to 1998.
Increased prices contributed $4.8 million to revenue which was offset by $1.8
million as a result of lower production volumes. The average sales price for
crude oil was $16.88 per barrel for the three months ended September 30, 1999
compared to $13.32 for the same period of 1998, natural gas sales prices
averaged $1.77 per Mcf for the three months ended September 30, 1999 compared to
$1.42 per Mcf for the same period of 1998 and the average sales prices for
natural gas liquids were $15.62 per Bbl for the three months ended September 30,
1999 compared to $5.64 for the same period of 1998.
Revenue from crude oil production increased from $2.4 million in the third
quarter of 1998 to $3.2 million for the same period of 1999. Increased prices
contributed $0.6 million while increased production added an additional $0.2
million. The increase in production was primarily due to the acquisition New
Cache in January 1999. The New Cache properties contributed $1.3 million and 72
MBbls which offset the loss of production from the Company's properties in the
15
Wamsutter area of Wyoming (the "Wyoming Properties") which were sold in the
fourth quarter of 1998. The Wyoming Properties contributed $0.3 million and 25.6
MBbls in the third quarter of 1998.
Revenue from natural gas production increased by $2.0 million during the third
quarter of 1999 to $11.1 million. The increase in natural gas revenue was
primarily attributable to increased prices during the quarter. The average price
received during the third quarter of 1999 was $1.77 compared to $1.42 for the
same period of 1998. Increased prices contributed $2.2 million offset by $0.2
million due to slightly lower production. The decline in natural gas production
volumes were the result of the sale of the Wyoming Properties in the fourth
quarter of 1998 Natural gas production in the third quarter of 1998 included 1.6
Bcf from the Wyoming Properties which was offset by 1.7 Bcf in natural gas
production from the New Cache acquisition in January 1999.
Natural gas liquids revenue increased to $1.5 million for the quarter ended
September 30, 1999 compared to $1.3 million for the same period of 1998.
Increased prices received for natural gas liquids during the third quarter of
1999 contributed $2.4 million to revenue. Production volume declines had a $2.2
million negative impact on revenue during the three months ended September 30,
1999. Production decreased by 140.4 MBbls to 97.7 MBbls for the three months
ended September 30, 1999 from 238.1 MBbls for the same period of 1998. The
decline in natural gas liquids volumes was due primarily to the sale of the
Wyoming Properties in the fourth quarter of 1998. The Wyoming Properties
contributed 132.8 MBbls of natural gas liquids during the third quarter of 1998.
Further declines in natural gas liquids production were the result of the
closing of the Company's Portilla processing plant in January 1999. The Portilla
processing plant contributed 12.6 MBbls of natural gas liquid during the third
quarter of 1998. The decline in natural gas liquids production was partially
offset by production New Cache which contributed 9.7 MBbls of natural gas
liquids during the third quarter of 1999.
Lease Operating Expenses. Lease operating expenses and natural gas
processing costs ("LOE") for the three months ended September 30, 1999 increased
to $4.6 million compared to $4.3 million for the same period in 1998. The
increase in LOE was primarily due to the greater number of wells owned by the
Company during the period ended September 30, 1999 compared to the same period
of 1998. The Company's LOE on a per MCFE basis for the three months ended
September 30, 1999 was $0.57 compared to $0.49 for the same period of 1998. The
increase on a per MCFE basis was due to a general increase in the cost of
services from 1998 to 1999 and from the sale of the Wyoming Properties which
were a low cost operating area with LOE per MCFE of $0.19 in 1998.
G&A Expenses. General and administrative ("G&A") expenses increased from
$1.3 million for the three months ended September 30, 1998 to $1.4 million for
the same period of 1999. The increase was due to the hiring of additional staff
to manage and develop the Company's properties including the addition of several
staff members associated with the New Cache acquisition. G&A expense on a per
MCFE basis increased from $0.14 for the quarter ended September 30, 1998 to
$0.18 for the same period of 1999.
Depreciation, Depletion and Amortization Expenses. Depreciation, depletion
and amortization ("DD&A") expense decreased from $8.8 million for the three
months ended September 30, 1998, to $7.8 million in the same period of 1999. The
Company's DD&A on a per MCFE basis for the three months ended September 30, 1999
was $0.98 per MCFE compared to $0.99 in 1998. The decrease in total DD&A was due
to write downs in the full cost pool at December 31, 1998 as a result of
depressed commodity prices at that time forcing some of the Company's oil
properties to their economic limits much sooner.
Interest Expense. Interest expense increased to $10.0 million for the three
months ended September 30, 1999 from $7.5 million for the same period of 1998.
This increase was attributable to increased borrowings by the Company during the
first quarter of 1999. Long-term debt increased from $299.7 million at December
31, 1998, to $346.2 million at September 30, 1999, as a result of the Company's
issuing $63.5 million of the Secured Notes in March 1999.
Comparison of Nine Months Ended September 30, 1999 to Nine Months Ended
September 30, 1998
Operating Revenue. During the nine months ended September 30, 1999,
operating revenue from crude oil, natural gas and natural gas liquid sales
increased from $41.4 million in the nine months ended September 30, 1998 to
$43.9 million for the same period in 1999. Increased production of crude oil and
natural gas contributed $2.6 million in additional revenue, while higher crude
oil and natural gas prices added revenue of $1.4 million. Lower production of
natural gas liquids had a negative impact of $5.2 million offset by $3.6 million
from higher prices.
Crude oil production increased from 564.9 MBbls for the first nine months of
1998 to 608.6 MBbls for the same period of 1999. Production from the New Cache
properties (acquired in January 1999) contributed 228.1 MBbls in 1999 which was
offset by declines in the production from the Company's existing properties and
16
from the divestiture of the Wyoming Properties. The Wyoming Properties
contributed 74.6 MBbls of crude oil in the nine months ended September 30, 1998.
The decline in the production from existing properties was as a result of the
de-emphasis of the Company's crude oil exploration and development program in
1999 due to depressed crude oil prices during the first part of 1999. Crude oil
prices improved in the third quarter. The average price received for crude oil
for the first nine months of 1999 was $13.98 per Bbl compared to $13.75 per Bbl
for the same period of 1998.
Natural gas production increased by 1,281 MMcf for the first nine months of 1999
to 20,155 MMcf from 18,874 MMcf for the same period of 1998. The acquisition of
New Cache contributed 5,200 MMcf during the nine months ended September 30, 1999
which offset the loss of production from the Wyoming Properties, which were sold
in the fourth quarter of 1998. For the nine months ended September 30, 1998 the
Wyoming Properties contributed 4,599 MMcf. The increase in natural gas volumes
contributed $2.0 in additional revenue. Increased natural gas prices received
during the nine months ended September 30, 1999 contributed an additional $1.3
to revenue for the period. The average natural gas price received during the
first none months of 1999 was $1.59 per Mcf compared to $1.52 per Mcf for the
same period of 1998.
Revenue from natural gas liquids declined $1.6 million from $4.9 million for the
nine months ended September 30, 1998 to $3.4 million for the same period of
1999. Reduced production of natural gas liquids had a negative impact of $5.2
million on revenue for the nine months ended September 30, 1999 which was offset
by $3.6 million of increased revenue due to higher prices for the period.
Average natural gas liquids sales prices for the six months ended September 30,
1999 were $11.96 per Bbl compared to $6.90 for the same period of 1998. Natural
gas liquid production declined to 281.5 MBbls for the nine months ended
September 30, 1999 from 715.4 MBbls for the same period of 1998. The decline in
natural gas liquids volumes was due to the divestiture of the Wyoming Properties
in the fourth quarter of 1998 and the Company's decision to shut down the East
White Point and Portilla plants in South Texas. The Wyoming Properties
contributed 385.5 MBbls of natural gas liquids during the first nine months of
1998 which was partially offset by 57.2 MBbls from the New Cache properties
acquired in January 1999. The Company shut down its East White Point processing
plant during the fourth quarter of 1998 and shut down its Portilla Plant in
January 1999. The East White Point plant produced 40.4 MBbls of natural gas
liquids during the first nine months of 1998 and the Portilla Plant contributed
38.0 MBbls of natural gas liquids during the first nine months of 1998 compared
to 2.1 MBbls in 1999. The Company began processing the East White Point gas
through a third party plant in April 1999.Total East White Point production
through this facility was 37.7 MBbls during the period ended September 30, 1999.
The Company also elected not to process its West Texas gas during the first
quarter of 1999 due to the depressed prices of natural gas liquids. Processing
of the West Texas gas resumed in April 1999 contributing 41.7 MBbls during the
period ended September 30, 1999.
Lease Operating Expenses. LOE and natural gas processing expenses were
$14.0 million for the nine months ended September 30, 1999 compared to $13.4
million for the same period in 1998. The increase of $0.6 million was due to an
increase in the number of wells the Company owned as of September 30, 1998
compared to the same period of the prior year. LOE on a per MCFE basis increased
to $0.55 per MCFE for the nine months ended September 30, 1999 from $0.50 for
the same period of 1998. The increase per MCFE was due to a general increase in
the cost of services from 1998 to 1999 as well as from the divestiture of the
Wyoming Properties which was a low cost operating area with LOE of $0.16 per
MCFE.
G&A Expenses. G&A expenses increased from $4.0 million for the nine months
ended September 30, 1998 to $4.2 million for the same period of 1999. The
increase was primarily due to the hiring of additional staff to manage and
develop the Company's properties including the addition of several staff members
associated with the New Cache acquisition. G&A expense on a per MCFE basis
increased to $0.16 per MCFE from $0.15 for the same period of 1998.
Depreciation, Depletion and Amortization Expenses. DD&A expense decreased
to $25.8 million for the nine months ended September 30, 1999, from $26.0
million for the same period of 1998. DD&A expense on a per MCFE basis was $1.01
per MCFE for the nine months ended September 30, 1999 compared to $0.98 per MCFE
for the nine months ended June 30, 1998. The increase on a per MCFE basis was
due to higher finding cost during 1999, including the acquisition of New Cache,
in the Company's Canadian operations and the loss of reserves resulting from low
commodity prices that forced some of the Company's oil properties to their
economic limits much sooner. The increases were partially offset by lower DD&A
per MCFE from the U.S. operations as a result of the ceiling test write down of
the U.S. full cost pool as of December 31, 1998.
Interest Expense. Interest increased to $28.4 million for the nine months
ended September 30, 1999 from $22.8 million for the nine months ended September
30, 1998. The increase was due to increased levels of borrowings by the Company
during the first nine months of 1999. Long-term debt increased from $299.7
million at December 31, 1998 to $346.2 million at September 30, 1999, as a
result of the Company's issuing $63.5 million of its 12.875% Senior Secured
Notes due 2003 in late March 1999.
General . The Company's revenues, profitability and future rate of growth
are substantially dependent upon prevailing prices for crude oil and natural gas
and the volumes of crude oil, natural gas and natural gas liquids produced by
the Company. The prices of natural gas, crude oil and natural gas liquids
received by the Company improved during the first nine months of 1999. The
average natural gas price realized by the Company increased to $1.59 per Mcf
during the first nine months of 1999 compared with $1.52 per MCF during the same
period of 1998. Crude oil prices increased from $13.75 per Bbl during the nine
months of September 1998, to $13.98 per Bbl for the same period of 1999. Natural
gas liquids prices increased to $11.96 per Bbl compared to $6.90 per Bbl in
1998. The prices of crude oil and natural gas have strengthened in the third
17
quarter and continued to strengthen in the fourth quarter. In addition, the
Company's proved reserves will decline as crude oil, natural gas and natural gas
liquids are produced unless the Company is successful in acquiring properties
containing proved reserves or conducts successful exploration and development
activities. In the event crude oil, natural gas and natural gas liquid prices
return to depressed levels or if the Company's production levels decrease, the
Company's revenues, cash flow from operations and profitability will be
materially adversely affected.
Delisting of Common Stock on The Nasdaq National Market
The Company's common stock has been delisted from The Nasdaq National
Market ("NMS") due to the Company's inability to meet the minimum net tangible
assets and "inside bid" price requirements for NMS listed companies. The
Company's stock is quoted and traded on the OTC Bulletin Board under the symbol,
AXAS.
Liquidity and Capital Resources
General: Capital expenditures excluding property divestitures during the
nine months ended September 30, 1999 were $115.3 million compared to $41.7
million during the same period of 1998. The table below sets forth the
components of these capital expenditures on a historical basis for the six
months ended September 30, 1999 and 1998.
Nine Months Ended
September 30
--------------------------------------
1999 1998
------------------- ------------------
Expenditure category (in thousands):
Acquisitions $ 92,586 $ 2,400
Development 21,006 35,475
Facilities and other 1,658 3,786
--------------- ------------
Total $ 115,250 $ 41,661
=============== ============
At September 30, 1999, the Company had current assets of $32.5 million and
current liabilities of $34.3 million resulting in a working capital deficit of
$1.8 million. This compares to working capital of $50.7 million at December 31,
1998 and a working capital deficit of $9.1 million at September 30, 1998. The
material components of the Company's current liabilities at September 30, 1999
include trade accounts payable of $8.5 million, revenues due third parties of
$10.5 million and accrued interest of $13.6 million.
Operating activities during the nine months ended September 30, 1999
provided $9.3 million in cash to the Company compared to $6.1 million in the
same period in 1998. Net income plus non-cash expense items during 1999 and net
changes in operating assets and liabilities accounted for most of these funds.
Investing activities required $100.4 million net during the first nine months of
1999, $92.6 million of which was utilized for the acquisition of oil and gas
properties, $21.0 million of which was utilized for the development of crude oil
and natural gas properties and other facilities, and $1.7 million of which was
utilized for facilities and other. Divestitures of oil and gas properties
provided $14.8 million. This compares to $41.7 million required during the same
period of 1998, $35.5 million of which was utilized for the development of crude
oil and natural gas properties and other facilities, and $2.4 million for the
acquisition of oil and gas properties. Financing activities provided $43.9
million for the first nine months of 1999 compared to providing $39.5 million
for the same period of 1998. Financing activities include the proceeds of $63.5
million from the issuance of the Secured Notes in March 1999 and borrowings
under the Credit Facility of $19.5 million, which were offset by the repayment
of the Credit Facility in the amount of $35.2 million in March 1999.
The Company's current budget for capital expenditures for the last three
months of 1999 other than acquisition expenditures is approximately $6.0
million. Such expenditures will be made primarily for the development of
existing properties. Additional capital expenditures may be made for
acquisitions of producing properties if such opportunities arise, but the
Company currently has no agreements, arrangements or undertakings regarding any
material acquisitions. The Company has no material long-term capital commitments
and is consequently able to adjust the level of its expenditures as
circumstances dictate. Additionally, the level of capital expenditures will vary
during future periods depending on market conditions and other related economic
factors. Should commodity prices remain at depressed levels or decline further,
reductions in the capital expenditure budget may be required.
Current Liquidity Needs. The Company has historically funded its operations
and acquisitions primarily through its cash flow from operations and borrowings
under the Credit Facility and other credit sources. In March 1999, the Company
18
issued $63.5 million principal amount of the Secured Notes and repaid all
amounts outstanding under the Credit Facility and approximately $10.0 million of
debt assumed in connection with the acquisition of New Cache. Due to severely
depressed prices for crude oil and natural gas during the early part of 1999,
the Company's cash flow from operations has been substantially reduced.
In October 1999 the Company sold a dollar denominated production payment
for $ 4.0 million relating to existing natural gas wells in the Edwards Trend in
South Texas to a unit of Southern Energy, Inc. The Company has the ability to
sell up to $50 million to Southern for drilling opportunities in the Edwards
Trend.
In November 1999 the Company announced that an oral agreement had been
reached with an informal committee of the holders of the Series D Notes,
representing a majority of the outstanding principal amount of the Series D
Notes. The Company has been exploring alternatives to increase its liquidity,
including the restructuring of the Company's indebtedness. The Company has been
involved in discussions with the members of the informal committee, and as a
result of these discussions, the Company and the informal committee have agreed
to the following restructuring proposal:
o Noteholders will exchange the Series D Notes for new notes with a face
amount equal to 70% of the principal amount of the existing Series D
Notes with the same interest rate;
o The new notes will have a second priority lien on substantially all of
the assets of Abraxas;
o Noteholders will receive equity equal to 72% of the equity of the
restructured company;
o Noteholders will receive a contingent value right that will allow them
to receive additional equity if the price of Abraxas common stock does
not reach certain levels over the 18 month period following the
consummation of the restructuring; and
o Noteholders will appoint four members of a new seven-member board of
directors
The closing of the restructuring is subject to the satisfaction of certain
customary conditions to closing including board approval and the exchange of at
least 95% of the principal amount of the Series D Notes in exchange for new
notes with terms described above.
The Company currently expects that the proposed restructuring will be completed
on or about December 15, 1999.
The Company will have four principal sources of liquidity going forward:
(i) cash on hand, (ii) cash flow from operations (iii) the Production Payment
and (iv) proceeds from the sale of non-core assets. While the availability of
capital resources cannot be predicted with certainty and is dependent upon a
number of factors including factors outside of management's control, management
believes that the net cash flow from operations plus cash on hand, cash
available under the Production Payment and the proceeds from the sale of certain
non-core properties will be adequate to fund operations and planned capital
expenditures.
The Company's ability to obtain additional financing will be substantially
limited under the terms of the Series D Notes , the new notes to be issued in
the restructuring and the Secured Notes. Substantially all of the Company's
crude oil and natural gas properties and natural gas processing facilities are
subject to a first lien or charge for the benefit of the holders of the Secured
Notes and , if the restructuring is consummated, a second lien or charge for the
benefit of the holders of the new notes. Thus, the Company will be required to
rely on its cash flow from operations to fund its operations and service its
debt. The Company may also choose to issue equity securities or sell additional
assets to fund its operations, although the Indentures governing the Company's
outstanding Secured Notes and Series D Notes substantially limit the Company's
use of the proceeds of any such asset sales. Due to the Company's diminished
cash flow from operations and the resulting depressed prices for its common
stock, there can be no assurance that the Company would be able to obtain equity
financing on terms satisfactory to the Company.
Long-Term Indebtedness
Series D Notes. On November 14, 1996, Abraxas and Canadian Abraxas
consummated the offering of $215.0 million of their 11.5% Senior Notes due 2004,
Series A, which were exchanged for the Series B Notes in February 1997. On
January 27, 1998, Abraxas and Canadian Abraxas completed the sale of $60.0
million of the Series C Notes. The Series B Notes and the Series C Notes were
subsequently exchanged for $275.0 million in principal amount of the Series D
Notes in June 1998.
Interest on the Series D Notes is payable semi-annually in arrears on May 1
and November 1 of each year at the rate of 11.5% per annum. The Series D Notes
are redeemable, in whole or in part, at the option of Abraxas and Canadian
Abraxas, on or after November 1, 2000, at the redemption prices set forth below,
plus accrued and unpaid interest to the date of redemption, if redeemed during
the 12-month period commencing on November 1 of the years set forth below:
19
Year Percentage
2000...................................... 105.750%
2001...................................... 102.875%
2002 and thereafter....................... 100.000%
In addition, at any time on or prior to November 1, 1999, Abraxas and
Canadian Abraxas may, at their option, redeem up to 35% of the aggregate
principal amount of the Series D Notes originally issued with the net cash
proceeds of one or more equity offerings, at a redemption price equal to 111.5%
of the aggregate principal amount of the Series D Notes to be redeemed, plus
accrued and unpaid interest to the date of redemption; provided, however, that
after giving effect to any such redemption, at least 65% of the aggregate
principal amount of the Series D Notes remains outstanding.
The Series D Notes are joint and several obligations of Abraxas and
Canadian Abraxas, and rank pari passu in right of payment to all existing and
future unsubordinated indebtedness of Abraxas and Canadian Abraxas. The Series D
Notes rank senior in right of payment to all future subordinated indebtedness of
Abraxas and Canadian Abraxas. The Series D Notes are, however, effectively
subordinated to the Secured Notes to the extent of the value of the collateral
securing the Secured Notes (the "Collateral"). The Series D Notes are
unconditionally guaranteed, on a senior basis, jointly and severally, by the New
Cache and Sandia. The guarantees are general unsecured obligations of New Cache
and Sandia and rank pari passu in right of payment to all unsubordinated
indebtedness of New Cache and Sandia and senior in right of payment to all
subordinated indebtedness of New Cache and Sandia. These guarantees are
effectively subordinated to the Secured Notes to the extent of the value of the
Collateral.
Upon a Change of Control (as defined in the Series D Indenture), each
holder of the Series D Notes will have the right to require Abraxas and Canadian
Abraxas to repurchase all or a portion of such holder's Series D Notes at a
redemption price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest to the date of repurchase. In addition, Abraxas and Canadian
Abraxas will be obligated to offer to repurchase the Series D Notes at 100% of
the principal amount thereof plus accrued and unpaid interest to the date of
repurchase in the event of certain asset sales.
The Series D Indenture provides, among other things, that the Company may
not, and may not cause or permit certain of its subsidiaries, including Canadian
Abraxas, to, directly or indirectly, create or otherwise cause to permit to
exist or become effective any encumbrance or restriction on the ability of such
subsidiary to pay dividends or make distributions on or in respect of its
capital stock, make loans or advances or pay debts owed to Abraxas, guarantee
any indebtedness of Abraxas or transfer any of its assets to Abraxas except for
such encumbrances or restrictions existing under or by reason of: (i) applicable
law; (ii) the Series D Indenture; (iii) the Credit Facility (as defined in the
Series D Indenture); (iv) customary non-assignment provisions of any contract or
any lease governing leasehold interest of such subsidiaries; (v) any instrument
governing indebtedness assumed by the Company in an acquisition, which
encumbrance or restriction is not applicable to such subsidiaries or the
properties or assets of such subsidiaries other than the entity or the
properties or assets of the entity so acquired; (vi) customary restrictions with
respect to subsidiaries of the Company pursuant to an agreement that has been
entered into for the sale or disposition of capital stock or assets of such
subsidiaries to be consummated in accordance with the terms of the Series D
Indenture solely in respect of the assets or capital stock to be sold or
disposed of; (vii) any instrument governing certain liens permitted by the
Indenture, to the extent and only to the extent such instrument restricts the
transfer or other disposition of assets subject to such lien; or (viii) an
agreement governing indebtedness incurred to refinance the indebtedness issued,
assumed or incurred pursuant to an agreement referred to in clause (ii), (iii)
or (v) above; provided, however, that the provisions relating to such
encumbrance or restriction contained in any such refinancing indebtedness are no
less favorable to the holders of the Series D Notes in any material respect as
determined by the Board of Directors of the Company in their reasonable and good
faith judgment that the provisions relating to such encumbrance or restriction
contained in the applicable agreement referred to in such clause (ii), (iii) or
(v).
Secured Notes: In March 1999 the Company consummated the sale of $63.5 million
of the Secured Notes due 2003. Interest on the Secured Notes is payable
semi-annually in arrears on March 15 and September 15, commencing September 15,
1999. The Secured Notes are redeemable, in whole or in part, at the option of
Abraxas on or after March 15, 2001, at the redemption prices set forth below,
plus accrued and unpaid interest to the date of redemption, if redeemed during
the 12-month period commencing on March 15 of the years set forth below:
Year Percentage
2001................................... 103.000%
2002 and thereafter.................... 100.000%
20
At any time, or from time to time, prior to March 15, 2001, Abraxas may, at
its option, use all or a portion of the net cash proceeds of one or more equity
offerings to redeem up to 35% of the aggregate original principal amount of the
Notes at a redemption price equal to 112.875% of the aggregate principal amount
of the Notes to be redeemed, plus accrued and unpaid interest.
The Secured Notes are senior indebtedness of Abraxas secured by a first
lien on substantially all of the crude oil and natural gas properties of Abraxas
and the shares of Grey Wolf owned by Abraxas. The Secured Notes are
unconditionally guaranteed (the "Guarantees") on a senior basis, jointly and
severally, by Canadian Abraxas, New Cache and Sandia (collectively, the
"Guarantors"). The Guarantees are secured by substantially all of the crude oil
and natural gas properties of the Guarantors and the shares of Grey Wolf owned
by Canadian Abraxas.
Upon a Change of Control, each holder of the Secured Notes will have the
right to require Abraxas to repurchase such holder's Secured Notes at a
redemption price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of repurchase. In addition, the Issuers will be
obligated to offer to repurchase the Secured Notes at 100% of the principal
amount thereof plus accrued and unpaid interest to the date of redemption in the
event of certain asset sales.
The Secured Notes Indenture contains certain covenants that limit the
ability of Abraxas and certain of its subsidiaries, including the Guarantors
(the "Restricted Subsidiaries") to, among other things, incur additional
indebtedness, pay dividends or make certain other restricted payments,
consummate certain asset sales, enter into certain transactions with affiliates,
incur liens, merge or consolidate with any other person or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the
assets of the Company.
The Secured Notes Indenture provides, among other things, that the Company
may not, and may not cause or permit the Restricted Subsidiaries, to, directly
or indirectly, create or otherwise cause to permit to exist or become effective
any encumbrance or restriction on the ability of such subsidiary to pay
dividends or make distributions on or in respect of its capital stock, make
loans or advances or pay debts owed to Abraxas or any other Restricted
Subsidiary, guarantee any indebtedness of Abraxas or any other Restricted
Subsidiary or transfer any of its assets to Abraxas or any other Restricted
Subsidiary except for such encumbrances or restrictions existing under or by
reason of: (i) applicable law; (ii) the Indentures; (iii) customary
non-assignment provisions of any contract or any lease governing leasehold
interest of such subsidiaries; (iv) any instrument governing indebtedness
assumed by the Company in an acquisition, which encumbrance or restriction is
not applicable to such Restricted Subsidiary or the properties or assets of such
subsidiary other than the entity or the properties or assets of the entity so
acquired; (v) agreements existing on the Issue Date (as defined in the Secured
Notes Indenture) to the extent and in the manner such agreements were in effect
on the Issue Date; (vi) customary restrictions with respect to subsidiaries of
the Company pursuant to an agreement that has been entered into for the sale or
disposition of capital stock or assets of such Restricted Subsidiary to be
consummated in accordance with the terms of the Secured Notes Indenture or any
Security Documents (as defined in the Secured Notes Indenture) solely in respect
of the assets or capital stock to be sold or disposed of; (vii) any instrument
governing certain liens permitted by the Secured Notes Indenture, to the extent
and only to the extent such instrument restricts the transfer or other
disposition of assets subject to such lien; or (viii) an agreement governing
indebtedness incurred to refinance the indebtedness issued, assumed or incurred
pursuant to an agreement referred to in clause (ii), (iv) or (v) above;
provided, however, that the provisions relating to such encumbrance or
restriction contained in any such refinancing indebtedness are no less favorable
to the holders of the Secured Notes in any material respect as determined by the
Board of Directors of the Company in their reasonable and good faith judgment
that the provisions relating to such encumbrance or restriction contained in the
applicable agreement referred to in such clause (ii), (iv) or (v) and do not
extend to or cover any new or additional property or assets and, with respect to
newly created liens, (A) such liens are expressly junior to the liens securing
the Secured Notes, (B) the refinancing results in an improvement on a pro forma
basis in the Company's Consolidated EBITDA Coverage Ratio (as defined in the
Secured Notes Indenture) and (C) the instruments creating such liens expressly
subject the foreclosure rights of the holders of the refinanced indebtedness to
a stand-still of not less than 179 days.
Hedging Activities. The Company's results of operations are significantly
affected by fluctuations in commodity prices and seeks to reduce its exposure to
price volatility by hedging its production through swaps, options and other
commodity derivative instruments.
In November 1996, the Company assumed hedge agreements extending through
October 2001 with a counterparty involving various quantities and fixed prices.
These hedge agreements provided for the Company to make payments to the
counterparty to the extent the market prices, determined based on the price for
crude oil on the NYMEX and the Inside FERC, Tennessee Gas Pipeline Co. Texas
(Zone O) price for natural gas exceeded certain fixed prices and for the
21
counterparty to make payments to the Company to the extent the market prices
were less than such fixed prices. The Company accounted for the related gains or
losses (a gain of $204,600 during the first quarter of 1999) in crude oil and
natural gas revenue in the period of the hedged production. The Company
terminated these hedge agreements in January 1999 and was paid $750,000 by the
counterparty for such termination. This amount is included in other income in
the accompanying financial statements.
In March 1998, the Company entered into a costless collar hedge agreement
with Enron Capital and Trade Resources Corp. for 2,000 Bbls of crude oil per day
with a floor price of $14.00 per Bbl and a ceiling price of $22.30 per Bbl for
crude oil on the NYMEX. The agreement was effective April 1, 1998 and extended
through March 31, 1999. Under the terms of the agreement the Company was paid
when the average monthly price for crude oil on the NYMEX is below the floor
price and will pay the counterparty when the average monthly price exceeds the
ceiling price. During the nine months ended September 30, 1999 the Company
realized a gain of $204,000 on this agreement, which is accounted for in crude
oil and natural gas revenue. The Company has also entered into a hedge agreement
with Barrett Resources Corporation ("Barrett") covering 2,000 Bbls per day of
crude oil calling for the Company to realize an average NYMEX price of $14.23
per Bbl over the period April 1, 1999 to October 31, 1999. In May 1999, the
Company and Barrett amended this hedge agreement resulting in the Company being
paid an average NYMEX price of $17.00 per Bbl from June through October 1999. A
new agreement was entered into in October of 1999 for the period November 1999
through October 2000. This agreement is for 1,000 Bbls per day with the Company
being paid $20.30 and 1,000 barrels per day with a floor price of $18.00 per
barrel and a ceiling of $22.00 per Bbl. Additionally, Barrett has a call on
either 1,000 Bbls of crude oil or 20,000 MMBtu of natural gas per day at
Barrett's option at fixed prices through October 31, 2002. The Company realized
a loss of $0.9 million on this agreement which is accounted for in crude oil and
natural gas revenue during the nine months ended September 30, 1999.
As of March 1, 1999, the Company had 37.0 MMBtupd hedged at an average
NYMEX price of approximately $1.93 per MMBtu from April 1, 1999 to October 31,
1999 and 2.4 MMBtuUpd at an average NYMEX price of approximately $1.10 per MMBtu
from November 1, 1998 to October 31, 2000. Of the 37.0 MMBtupd hedged at $1.93
per MMBtu, 20.0 MMBtupd hedged with Barrett Resources Corporation, 11.0 MMBtupd
is hedged with Engage Energy Capital Canada LP, and 6.0 MMBtupd is hedged with
Amoco. New agreements were entered into for the term November 1, 1999 through
October 31, 2000 with Barrett Resources. The new agreement is for 20.0 MMBtupd
with a ceiling of $2.39 and a floor of $2.07 based on an AECO index. Barrett
Resources has an option to extend the agreement through October 2002 at fixed
prices. The 2.4 MMBtupd hedged at $1.10 per MMBtu is hedged with Barrett and was
assumed by the Company in connection with the acquisition of New Cache. In
connection with the 20.0 MMBtuTU Barrett hedge, the Company realized a loss of
$1.8 million for the nine months ended September 30, 1999, which is accounted
for in crude oil and natural gas revenue.
Net Operating Loss Carryforwards. At December 31, 1998, the Company had,
subject to the limitations discussed below, $59.2 million of net operating loss
carryforwards for U.S. tax purposes, of which approximately $55.0 million are
available for utilization without limitation. These loss carryforwards will
expire from 1999 through 2019 if not utilized. At December 31, 1998, the Company
had approximately $11.9 million of net operating loss carryforwards for Canadian
tax purposes which expire in varying amounts in 2002-2005. As a result of the
acquisition of certain partnership interests and crude oil and natural gas
properties in 1990 and 1991, an ownership change under Section 382, occurred in
December 1991. Accordingly, it is expected that the use of $4.9 million in net
operating loss carryforwards generated prior to December 31, 1991 will be
limited to approximately $235,000 per year. As a result of the issuance of
additional shares of common stock for acquisitions and sales of stock, an
additional ownership change under Section 382 occurred in October 1993.
Accordingly, it is expected that the use of all U.S. net operating loss
carryforwards generated through October 1993, or $8.9 million, will be limited
to approximately $1 million per year subject to the lower limitations described
above. Of the $8.9 million net operating loss carryforwards, it is anticipated
that the maximum net operating loss that may be utilized before it expires is
$6.1 million. Future changes in ownership may further limit the use of the
Company's carryforwards. In addition to the Section 382 limitations,
uncertainties exist as to the future utilization of the operating loss
carryforwards under the criteria set forth under FASB Statement No. 109.
Therefore, the Company has established a valuation allowance of $5.9 million and
$32.8 million for deferred tax assets at December 31, 1997 and 1998,
respectively.
Based upon the current level of operations, the Company believes that cash
on hand, cash flow from operations, proceeds from the Production Payment,
reduced interest expense as a result of the proposed restructuring and proceeds
from the sale of non-core assets will be adequate to meet its anticipated
requirements for working capital, capital expenditures and scheduled interest
payments through 1999. Depressed prices for natural gas, crude oil or natural
gas liquids will have a material adverse effect on the Company's cash flow from
operations and anticipated levels of working capital, and could force the
Company to revise its planned capital expenditures.
22
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Commodity Price Risk
The Company's exposure to market risks rest primarily with the volatile
nature of crude oil, natural gas and natural gas liquids prices. The Company
manages crude oil and natural gas prices through the periodic use of commodity
price hedging agreements. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources". Assuming
the production levels attained by the Company during the nine months ended
September 30, 1999, a 5% decline in crude oil, natural gas and natural gas
liquids prices would have reduced the Company's operating revenue, cash flow and
net income (loss) by approximately $2.2 million for the nine months ended
September 30, 1999. . Interest rate risk
At September 30, 1999, substantially all of the Company's long-term debt is
at fixed interest rates and not subject to fluctuations in market rates.
Foreign currency
The Company's Canadian operations are measured in the local currency of
Canada. As a result , the Company's financial results could be affected by
changes in foreign currency exchange rates or weak economic conditions in the
foreign markets. Canadian operations reported a pre tax loss of $6.4 million for
the nine months ended September 30, 1999. It is estimated that a 5% change in
the value of the U.S. dollar to the Canadian dollar would have changed the
Company's net income by approximately $0.13 million. The Company does not
maintain any derivative instruments to mitigate the exposure to translation
risk. However, this does not preclude the adoption of specific hedging
strategies in the future.
Disclosure Regarding Forward-Looking Information
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this report
regarding the Company's financial position, business strategy, budgets and plans
and objectives of management for future operations are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations
("Cautionary Statements") are disclosed under "Risk Factors" in the Company's
Annual Report on Form 10-K which is incorporated by reference herein and this
report. All subsequent written and oral forward-looking statements attributable
to the Company, or persons acting on its behalf, are expressly qualified in
their entirety by the Cautionary Statements Cautionary
23
ABRAXAS PETROLEUM CORPORATION AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
Exhibit 10.1 - Purchase agreement for Dollar Denominated
Production Payment
Exhibit 10.2 - Conveyance of Dollar Denominated Production
Payment
(b) Reports on Form 8-K
None
24
ABRAXAS PETROLEUM CORPORATION AND SUBSIDIARIES
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.
ABRAXAS PETROLEUM CORPORATION
(Registrant)
Date: November 15, 1999 By:/s/_______________________
ROBERT L.G. WATSON,
President and Chief
Executive Officer
Date: November 15, 1999 By:/s/________________________
CHRIS WILLIFORD,
Executive Vice President and
Principal Accounting Officer
25