UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment Number 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 March 31, 1996
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0 - 26662
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PANACO, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 43 - 1593374
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(State or jurisdiction or incorporation or organization) (I.R.S. Employer Identification number)
1050 West Blue Ridge Blvd., PANACO Bldg., Kansas City, MO 64145-1216
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(Address of principal executive offices) (Zip Code)
(816) 942-6300
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(Registrant's telephone number, including area code)
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(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
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Indicate the number of shares outstanding of each of the issuer's classes as of March 31, 1996:
Common Stock, $0.01 par value 12,345,361
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Class Number of Shares
PANACO, INC.
Condensed Balance Sheets (Successful Efforts Method)
(Unaudited)
(As Restated)
ASSETS As of As of
March 31, 1996 December 31, 1995
------------------------ ------------------------
CURRENT ASSETS:
Cash and cash equivalents $ 1,528,000 $ 1,198,000
Accounts receivable 5,279,000 4,386,000
Prepaid expenses 183,000 465,000
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Total Current Assets 6,990,000 6,049,000
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OIL AND GAS PROPERTIES, AS DETERMINED BY THE
SUCCESSFUL EFFORTS METHOD OF ACCOUNTING:
Oil and gas properties 103,394,000 103,105,000
Less: accumulated depreciation,
depletion and amortization (76,035,000) (73,620,000)
------------------------ ------------------------
Net Oil and Gas Properties 27,359,000 29,485,000
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PROPERTY, PLANT AND EQUIPMENT:
Equipment 243,000 196,000
Less: accumulated depreciation (102,000) (92,000)
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Net Property, Plant and Equipment 141,000 104,000
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OTHER ASSETS:
Restricted deposits 1,745,000 -
Loan costs, net 410,000 471,000
Certificate of deposit 26,000 26,000
Note receivable 21,000 21,000
Other 13,000 13,000
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Total Other Assets 2,215,000 531,000
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TOTAL ASSETS $ 36,705,000 $ 36,169,000
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The accompanying notes to financial statements are an intregal part of this statement
2
PANACO, INC.
Condensed Balance Sheets (Successful Efforts Method)
(Unaudited)
(As Restated)
LIABILITIES AND STOCKHOLDERS' EQUITY As of As of
March 31, 1996 December 31, 1995
----------------------- ------------------------
CURRENT LIABILITIES:
Accounts payable $ 4,404,000 $ 4,444,000
Interest payable 144,000 161,000
Current portion of long-term debt - -
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Total Current Liabilities 4,548,000 4,605,000
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LONG-TERM DEBT 22,390,000
19,390,000
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STOCKHOLDERS' EQUITY
Preferred stock, ($.01 par value,
1,000,000 shares authorized; no
shares issued and outstanding) - -
Common stock, ($.01 par value, 20,000,000 shares authorized and 12,345,361
and 11,504,615 shares issued and outstanding, respectively) 123,000 115,000
Additional paid-in capital 23,090,000 21,155,000
Retained earnings (deficit) (10,446,000) (12,096,000)
----------------------- ------------------------
Total Stockholders' Equity 12,767,000 9,174,000
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,705,000 $ 36,169,000
====================== ======================
The accompanying notes to financial statements are an intregal part of this statement
3
PANACO, INC.
Statements of Income (Successful Efforts Method)
For the Three Months Ended March 31,
(Unaudited)
(As Restated)
1996 1995
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REVENUES
Oil and natural gas sales $ 8,345,000 $ 5,476,000
Futures contracts (1,006,000) -
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Total 7,339,000 5,476,000
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COSTS AND EXPENSES
General & administrative 185,000 180,000
Depletion, depreciation & amortization 2,486,000 2,455,000
Exploration expenses - -
Provision for losses and (gains) on
disposition and write-downs of assets - -
Lease operating 2,355,000 1,546,000
Taxes 211,000 380,000
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Total 5,237,000 4,561,000
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NET OPERATING INCOME 2,102,000 915,000
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OTHER INCOME (EXPENSE)
Interest expense (net) (452,000) (289,000)
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NET INCOME BEFORE INCOME TAXES 1,650,000 626,000
INCOME TAXES - -
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NET INCOME $ 1,650,000 $ 626,000
=================== ===================
Net income per share $ 0.14 $ 0.06
=================== ===================
The accompanying notes to financial statements are an intregal part of this statement
4
PANACO, INC.
Statement of Changes in Stockholders' Equity
(Unaudited)
(As Restated)
Amount ($)
Number of Additional Retained
Common Common Paid-in Earnings
Shares Stock Capital (Deficit)
----------------- ------------------ ----------------- -----------------
Balance, December 31, 1995 11,504,615 $ 115,000 $ 21,155,000 $(12,096,000)
Net income - - - 1,650,000
Common shares issued - warrants
exercised and ESOP contributions 840,746 8,000 1,935,000 -
----------------- ------------------ ----------------- -----------------
Balance, March 31, 1996 12,345,361 $ 123,000 $ 23,090,000 $(10,446,000)
================= ================== ================= =================
The accompanying notes to financial statements are an intregal part of this statement
5
PANACO, INC.
Statement of Cash Flows
Three Months Ended March 31,
(Unaudited)
(As Restated)
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,650,000 $ 626,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depletion, depreciation and amortization 2,425,000 2,380,000
Amortization of loan costs 61,000 75,000
Changes in operating assets and liabilities:
Certificates of Deposits - escrow - 22,000
Accounts receivable (893,000) 270,000
Prepaid expenses 282,000 62,000
Other assets - 1,000
Accounts payable 66,000 (130,000)
Interest payable (17,000) (41,000)
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Net cash provided by operating activities 3,574,000 3,265,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of oil and gas properties - -
Capital expenditures and acquisitions (289,000) (575,000)
Purchase of other property and equipment (47,000) (2,000)
Increase in restricted deposits (1,745,000) -
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Net cash used by investing activities (2,081,000) (577,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (3,000,000) (3,500,000)
Issuance of common stock-exercise of warrants 1,837,000 1,373,000
----------------- -----------------
Net cash provided (used) by financing activities (1,163,000) (2,127,000)
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NET INCREASE (DECREASE) IN CASH 330,000 561,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,198,000 1,583,000
----------------- -----------------
CASH AND CASH EQUIVALENTS AT MARCH 31, $ 1,528,000 $ 2,144,000
================= =================
Supplemental disclosures of cash flow information: Cash paid for three
months ended March 31:
Interest $ 469,000 $ 329,000
Disclosure of accounting policies:
1. For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of six
months or less to be cash equivalents.
2. 24,220 Common Shares were issued related to the Company's ESOP in a non-cash
transaction.
The accompanying notes to financial statements are an intregal part of this statement
6
PANACO, INC.
NOTES TO FINANCIAL STATEMENTS
(As Restated)
1. In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the financial
position as of March 31, 1996 and December 31, 1995 and the results of
operations and changes in stockholders' equity and cash flows for the periods
ended March 31, 1996 and 1995. Most adjustments made to the financial statements
are of a normal, recurring nature. Other adjustments, if any, are discussed in
later notes.
2. Effective December 31, 1995, the Company changed its method of
accounting for oil and gas operations from the full cost method to the
successful efforts method. Management concluded that the successful efforts
method will better enable investors and others to compare the Company to similar
oil and gas companies, the majority of which follow the successful efforts
method.
Under the successful efforts method, lease acquisition costs are
capitalized. Exploratory drilling costs are also capitalized pending
determination of proved reserves. If proved reserves are not discovered, the
exploratory costs are expensed. All development costs are capitalized. Provision
for depreciation and depletion is determined on a field-by-field basis using the
unit-of-production method. The carrying amounts of proven and unproved
properties are reviewed periodically on a property-by-property basis, based on
future net cash flows determined by an independent engineering firm, with an
impairment reserve provided as conditions warrant.
The Company recognizes its ownership interest in oil and gas sales as
revenue. It records revenues on an accrual basis, estimating volumes and prices
for any months for which actual information is not available. If actual
production sold differs from its allocable share of production in a given
period, such differences would be recognized as deferred revenue or accounts
receivable.
Capital costs of oil and gas properties including the estimated costs to
develop proved reserves and estimated future costs of capital expenditures and
plugging offshore wells and removing structures, are amortized on the units of
production method, using the ratio of current production to the calculated
future production from the remaining proved oil and gas reserves.
Reserve determinations are subject to revision due to inherent imprecisions
in estimating reserves and are revised as additional information becomes
available.
3. The results of operations for the three months ended March 31, 1996 are
not necessarily indicative of the results to be expected for the full year.
4. The net income per share for the three months ended March 31, 1996 and
1995 has been calculated on 12,068,412 and 11,167,237 fully diluted shares
outstanding, respectively.
5. The reserves presented in the following table are based upon reports of
independent petroleum engineers and are estimates only and should not be
construed as being exact amounts. All reserves presented are proved reserves
that are defined as estimated quantities which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions.
7
Proved developed and undeveloped reserves Oil Gas
(Bbls) (Mcf)
December 31, 1995 1,900,000 46,711,000
Purchase of minerals-in-place -0- -0-
Production (95,000) (2,318,000)
Sale of minerals-in-place -0- -0-
Revisions of previous estimates -0- -0-
Estimated reserves at March 31, 1996 1,805,000 44,393,000
No major discovery or other favorable or adverse event has caused a significant
change in the estimated proved reserves since March 31, 1996. The Company does
not have proved reserves applicable to long-term supply agreements with
governments or authorities. All proved reserves are located in the United
States.
6. The Company's common stock is quoted on the National Market System of
NASDAQ. The last trade on March 29 was at $3.75 per share.
7. Generally accepted accounting principles require the Net Profits
Interest, assigned to the Company's lenders in 1991, to be treated as a discount
of the note payable, and the discount amortized over the life of the loan. This
resulted in an effective interest rate on the note of 12.88%. This note was
repaid with the proceeds of the July 1, 1994 financing discussed later.
8. The Company is party to various escrow agreements which provide for
monthly deposits into escrow accounts to satisfy future plugging and abandonment
obligations. The terms of the agreements vary as to deposit amounts, based upon
fixed monthly amounts or percentages of the properties' net income. With respect
to plugging and abandoning operations, funds are partially or completely
released upon the presentation by the Company to the escrow agent of evidence
that the operation was conducted in compliance with applicable laws and
regulations. These amounts are included on the financial statements as
Restricted Deposits.
9. At December 31, 1995 the Company had net operating loss carryforwards
for federal income tax purposes of $15,765,000 which are available to offset
future federal taxable income through the year 2010.
8
PART I
Item 2.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(As Restated)
General
The oil and gas industry has experienced significant volatility in
recent years because of the oversupply of most fossil fuels relative to the
demand for such products and other uncertainties in the world energy markets.
These industry conditions should be considered when this analysis of the
Company's operations is read. Accordingly, the energy market has been unsettled,
making it difficult to predict future prices.
Liquidity and Capital Resources
The price received for natural gas averaged $2.47 per Mcf and $17.01
per barrel for oil for the three month period ended March 31, 1996. Cash flow is
currently being used to reduce liabilities, pay general and administrative
overhead and drill and rework wells.
At March 31, 1996, 75% of the Company's total assets were represented
by oil and gas properties, net of depreciation, depletion and amortization.
The Company borrowed $21,564,000 in 1991, collateralized by the West
Delta offshore properties and its onshore properties. The lenders received a net
profits interest (NPI) in the West Delta properties. During the three months
ended March 31, 1996, payments with respect to this NPI averaged $53,000 per
month. This NPI, originally valued at $1,801,572, was treated as a discount
reducing the note payable and increasing the effective interest rate of the note
to 12.888 % for periods prior to July 1, 1994 when this loan was repaid with the
proceeds of the financing described below.
Effective December 31, 1993 the Company entered into a Senior Second
Mortgage Term Loan Agreement with a group of seven lenders represented by Kayne
Anderson Investment Management, Inc. The loan agreement permitted the Company to
borrow $5,000,000 to fund capital projects during 1994 and, at the discretion of
the lenders, a second $5,000,000 which may be borrowed in connection with an
acquisition. The $5,000,000 loaned to the Company under this loan agreement
requires payments of interest only, 45 days after the end of each calendar
quarter, at a rate of 12% per annum. The Company may deliver PIK (payment in
kind) notes in satisfaction of up to $1,000,000 in interest obligations. The
loan agreement contains certain financial covenants including restrictions on
other indebtedness and payment of dividends. The note matures on December 31,
1999 and is secured by a second mortgage on most of the Company's existing
offshore oil and gas properties. The lenders were issued 815,256 (816,256 after
other adjustments) shares of common stock at an exercise price of $2.25 per
share, anytime prior to December 31, 1998. In the three months ended March 31,
1996 all of these options were exercised.
On July 1, 1994 the Company entered into a Credit Agreement with First
Union National Bank of North Carolina, as the agent for Lenders Signatory
thereto ("Primary Credit Facility"). Initially the only lender was First Union
National Bank of North Carolina. Banque Paribas has become a 35% participant in
this facility. The loan is a reducing revolver designed to provide the Company
up to $30 million depending on the Company's borrowing base. The Company's
borrowing base at March 31, 1996 was $19.5 million ($22 million at April 1,
1996). The principal amount of the loan is due July 1, 1998. However, at no time
may the Company have outstanding borrowings under the Credit Agreement in excess
of its borrowing base. Should the borrowing base ever be determined to be less
than the outstanding principal owed under the Credit Agreement the Company must
immediately pay that difference to the lenders. Interest on the loan is computed
at the bank's prime rate or at 1 to 1 3/4% (depending upon the percentage of the
facility being used) over the applicable London Interbank Offered Rate ("LIBOR")
on Eurodollar loans. Eurodollar loans can be for terms of one, two, three or six
months and interest on such loans is due at the expiration of the terms of such
loans, but no less frequently than every three months. Management feels that
this loan arrangement greatly facilitates its ability to make necessary capital
expenditures to maintain and improve production from its properties and makes
available to the Company additional funds for future acquisitions.
9
Pursuant to existing agreements the Company is required to deposit
funds in escrow accounts to assure satisfaction of its eventual responsibility
to plug and abandon wells and remove structures when certain fields no longer
produce oil and gas. Commencing in January 1996 the Company deposits $25,000 per
month in escrow until such time as $1,500,000 has been deposited, to satisfy
such obligations with respect to the Bayou Sorrel Field. Each month $25,000 is
deposited, until another $575,000 has been deposited, to satisfy such
obligations with respect to a portion of its West Delta properties. Pursuant the
Company's agreement to acquire the offshore properties of with Zapata
Exploration Company, it agreed to escrow 80% of the net income from the East
Breaks Fields until such time as the Minerals Management Service of the
Department of the Interior, which has jurisdiction over oil and gas operations
in the Outer Continental Shelf, has approved the transfer of East Breaks 109 and
110 to the Company, which approval is expected during third quarter 1996.
Under a swap agreement the Company has hedged the price of natural gas by
selling the equivalent of 15,000 MMBTU per day for 1996 at fixed prices which
range from $2.25 for January to $1.75 for July . If the closing price
(settlement price) on NYMEX for natural gas futures is greater than the swap
price for a given month the Company must pay that difference to the bank which
effected the swap. If the settlement price is less than the swap price the bank
must pay that difference to the Company. By entering into the swap in December
1995 the Company locked in the fixed prices on 15,000 MMBTU per day for each
month in 1996. Because settlement prices have been above the fixed prices each
month the Company has been required to pay the difference to the bank which
effected the swap. Since the Company sells its natural gas on the spot market it
realizes prices which approximate the settlement prices on NYMEX, less
differences for transportation due to pipeline locations that are varying
distances from Henry Hub, Louisiana which is the delivery point used for natural
gas futures on NYMEX. Generally these differences are anticipatable and not
significant. However, to the extent that these differences become significant
the Company may realize more or less on its spot sales of gas than was
anticipated and may be impacted beneficially or detrimentally by erratic
fluctuations in the natural gas spot market or the futures market on NYMEX. Both
such eventualities have occurred so far this year. These erratic fluctuations
which have characterized the natural gas market in recent months have exposed
the Company to market and credit risks. In those months in which the spot price
is below the settlement price, the net amount realized by the Company on its
total gas sales would be proportionately reduced by the swap agreements. At
present natural gas futures on NYMEX for the remaining months of 1996 are all
above the fixed prices under the swap agreement and the Company anticipates that
this will result in its realizing less for its natural gas due to amounts
required for payments to the bank under the swap agreement. Management entered
into the swap agreement to assure the Company of not receiving less than the
fixed prices established under the agreement for at least 15,000 MMBTU's of
natural gas per day in 1996. This gave the Company assurance that it would be in
a position to timely amortize its long-term debt. Long-term debt had increased
with acquisitions of the Zapata offshore properties and Bayou Sorrel Field from
Shell. Management has generally used hedge transactions to protect its cash
flows when long-term debt has been higher and refrained from hedge transactions
when long-term debt has been lower. For accounting purposes, gains or losses on
swap transactions are recognized in the production month to which a swap
contract relates. The Fair Value of these swap transactions at March 31, 1996
was ($3,200,000) due to the high natural gas futures market prices on that date.
During 1995 the Company raised $3,173,000 in equity by virtue of the
exercise of options and warrants. Through March 31, 1996 the Company had raised
$1,837,000 in equity as a result of the exercise of warrants.
10
Results of Operations
Oil and natural gas sales increased 53% for the first three months of
1996 primarily due to higher oil and natural gas prices. A futures contract loss
of $1.0 million offset this increase, resulting in a 34% increase in total
revenues.
Natural gas prices averaged $2.47 per Mcf during the first three months
of 1996 compared with $1.48 for the same period in 1995. Oil prices averaged
$17.01 per barrel during the first three months in 1996 compared to $16.86 for
the same period in 1995.
Oil production increased to 95,000 barrels in the first three months in
1996 from 38,000 barrels in the same period in 1995. Natural gas production
declined to 2,318,000 Mcf in the first three months in 1996 from 3,262,000 in
the same period in 1995 primarily due to decline in production from four
horizontal wells drilled in 1994.
Futures contracts resulted in a loss of $1.0 million for the first
three months in 1996. The Company entered into a natural gas swap agreement
beginning January 1, 1996 for the delivery of 15,000 MMBTU of gas each day in
1996 with contract prices ranging from $1.7511 per MMBTU to $2.253 per MMBTU.
Prior to this agreement, the Company had entered into a natural gas price floor
contract that expired December, 1994 and a natural gas swap agreement that
expired September, 1993.
Lease operating expenses remained constant at 28% of oil and natural
gas sales for the first three months of 1996 compared to the same period in
1995. The increase in the dollar amount of lease operating expenses is primarily
due to the additional five offshore properties purchased from Zapata Exploration
Company in July, 1995 and the Bayou Sorrel Field purchased from Shell Western E
& P, Inc. in December, 1995.
Taxes decreased to 2.5% of oil and natural gas sales in the first three
months of 1996 from 6.9% of oil and natural gas sales for the same period in
1995. The decrease is due to the shift in the Company's production volumes from
state locations subject to severance taxes to federal offshore waters that are
not subject to such taxes.
Interest expense (net) increased 56% for the first three months of 1996
compared to the same period in 1995 primarily due to the increase in debt
incurred in December 1995 in connection with the purchase of the Bayou Sorrel
Field from Shell Western E & P, Inc.
The Company currently does not intend to pay dividends with respect to its
Common Shares but rather intends to retain and reinvest its cash flow.
11
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A lawsuit has been filed against the Company seeking $700,000, relating
to a gas gathering system in Oklahoma. The Company has filed a counter claim
against the plaintiff alleging fraud, asking that the contract, which is the
subject of the suit, be declared void. Management feels that the suit is without
merit and can be disposed of for less than the amount claimed, although this
amount cannot be reasonably estimated.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On April 24, 1996 the Company experienced a fire, caused by a service
company, which has forced the shut down of Tank Battery #3 in the West Delta
Field. There were no personnel injuries or environmental damage. It is estimated
that the field will be shut-in until mid August while repairs are made.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
27 Financial Data Schedule
Reports
On March 26, 1996 the Company filed a Current Report, Amendment Number
1 on Form 8-K/A describing its acquisition, on December 27, 1995, of the Bayou
Sorrel Field in Iberville Parish, Louisiana from Shell Western E & P, Inc.
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.
PANACO, INC.
Date: July 11, 1996 /s/ Todd R. Bart
Todd R. Bart, Chief Financial Officer
12
PANACO, Inc.
Index to Exhibits
Exhibit No.
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27 Financial Data Schedule