- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-Q/A (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26662 PANACO, Inc. (Exact name of registrant as specified in its charter) Delaware 43 - 1593374 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1050 West Blue Ridge Boulevard, PANACO Building, Kansas City, MO 64145-1216 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (816) 942 - 6300 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 _______ . 12,345,361 shares of the registrant's $.01 par value Common Stock were outstanding as of September 30, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PANACO, INC. Condensed Balance Sheets (Successful Efforts Method) (Unaudited) ASSETS As of As of June 30, 1996 December 31, 1995 ------------------------ ------------------------ CURRENT ASSETS: Cash and cash equivalents $ 1,248,000 $ 1,198,000 Accounts receivable 3,913,000 4,386,000 Prepaid expenses 505,000 465,000 ------------------------ ------------------------ Total Current Assets 5,666,000 6,049,000 ------------------------ ------------------------ OIL AND GAS PROPERTIES, AS DETERMINED BY THE SUCCESSFUL EFFORTS METHOD OF ACCOUNTING: Oil and gas properties 106,493,000 103,105,000 Less: accumulated depreciation, depletion and amortization (77,303,000) (73,620,000) ------------------------ ------------------------ Net Oil and Gas Properties 29,190,000 29,485,000 ------------------------ ------------------------ PROPERTY, PLANT AND EQUIPMENT: Equipment 248,000 196,000 Less: accumulated depreciation (112,000) (92,000) ------------------------ ------------------------ Net Property, Plant and Equipment 136,000 104,000 ------------------------ ------------------------ OTHER ASSETS: Restricted deposits 1,735,000 - Loan costs, net 362,000 471,000 Certificate of deposit 27,000 26,000 Note receivable 21,000 21,000 Other 13,000 13,000 ------------------------ ------------------------ Total Other Assets 2,158,000 531,000 ------------------------ ------------------------ TOTAL ASSETS $ 37,150,000 $ 36,169,000 ======================== ======================== The accompanying notes are an integral part of this statement. PANACO, INC. Condensed Balance Sheets (Successful Efforts Method) (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY As of As of June 30, 1996 December 31, 1995 ------------------------ ----------------------- CURRENT LIABILITIES: Accounts payable $ 6,703,000 $ 4,444,000 Interest payable 239,000 161,000 Current portion of long-term debt - - ------------------------ ----------------------- Total Current Liabilities 6,942,000 4,605,000 ------------------------ ----------------------- LONG-TERM DEBT 18,390,000 22,390,000 ------------------------ ----------------------- 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) (11,395,000) (12,096,000) ------------------------ ----------------------- Total Stockholders' Equity 11,818,000 9,174,000 ------------------------ ----------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 37,150,000 $ 36,169,000 ======================== ======================= The accompanying notes are an integral part of this statement. PANACO, INC. Statements of Income (Successful Efforts Method) For the Six Months Ended June 30, (Unaudited) 1996 1995 REVENUES Oil and natural gas sales $10,808,000 $9,659,000 Total 10,808,000 9,659,000 COSTS AND EXPENSES General & administrative 382,000 314,000 Depletion, depreciation & amortization 3,812,000 4,398,000 Exploration expenses 0 2,174,000 Provision for losses and (gains) on disposition and write-downs of assets 0 0 Lease operating 4,184,000 3,617,000 Taxes 327,000 626,000 West Delta fire loss 500,000 0 Total 9,205,000 11,129,000 NET OPERATING INCOME (LOSS) 1,603,000 (1,470,000) OTHER INCOME (EXPENSE) Interest expense (net) (902,000) (479,000) NET INCOME (LOSS) BEFORE INCOME TAXES 701,000 (1,949,000) INCOME TAXES 0 0 NET INCOME (LOSS) $701,000 ($1,949,000) Net income (loss) per share $0.06 ($0.17) The accompanying notes are an integral part of this statement. PANACO, INC. Statements of Income (Successful Efforts Method) For the Three Months Ended June 30, (Unaudited) 1996 1995 REVENUES Oil and natural gas sales $3,469,000 $4,183,000 Total 3,469,000 4,183,000 COSTS AND EXPENSES General & administrative 197,000 134,000 Depletion, depreciation & amortization 1,326,000 1,943,000 Exploration expenses 0 2,174,000 Provision for losses and (gains) on disposition and write-downs of assets 0 0 Lease operating 1,829,000 2,071,000 Taxes 116,000 246,000 West Delta fire loss 500,000 0 Total 3,968,000 6,568,000 NET OPERATING INCOME (LOSS) (499,000) (2,385,000) OTHER INCOME (EXPENSE) Interest expense (net) (450,000) (190,000) NET INCOME (LOSS) BEFORE INCOME TAXES (949,000) (2,575,000) INCOME TAXES 0 0 NET INCOME (LOSS) ($949,000) ($2,575,000) Net income (loss) per share ($0.08) ($0.22) The accompanying notes are an integral part of this statement. PANACO, INC. Statement of Changes in Stockholders' Equity (Unaudited) Amount ($) 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 0 0 0 701,000 Common shares issued - warrants exercised and ESOP contributions 840,746 8,000 1,935,000 0 Balance, June 30, 1996 12,345,361 $123,000 $23,090,000 ($11,395,000) The accompanying notes are an integral part of this statement. PANACO, INC. Statement of Cash Flows Six Months Ended June 30, (Unaudited) 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $701,000 ($1,949,000) Adjustments to reconcile net income (loss) before to net cash provided by operating activities: Depletion, depreciation and amortization 3,703,000 4,248,000 Exploration expenses 0 2,174,000 Amortization of loan costs 109,000 150,000 Changes in operating assets and liabilities: Certificates of Deposits - escrow (1,000) 21,000 Accounts receivable 473,000 651,000 Prepaid expenses (40,000) (205,000) Other assets 0 44,000 Accounts payable 2,365,000 1,270,000 Interest payable 78,000 (106,000) Net cash provided by operating activities 7,388,000 6,298,000 CASH FLOWS FROM INVESTING ACTIVITIES: Sale of oil and gas properties 0 2,000 Capital expenditures and acquisitions (3,388,000) (2,038,000) Purchase of other property and equipment (52,000) (2,000) Increase in restricted deposits (1,735,000) 0 Net cash used by investing activities (5,175,000) (2,038,000) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt (4,000,000) (7,000,000) Issuance of common stock-exercise of warrants 1,837,000 2,476,000 Net cash provided (used) by financing activities (2,163,000) (4,524,000) NET INCREASE (DECREASE) IN CASH 50,000 (264,000) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,198,000 1,583,000 CASH AND CASH EQUIVALENTS AT JUNE 30, $1,248,000 $1,319,000 Supplemental disclosures of cash flow information: Cash paid for six months ended June 30: Interest $774,000 $587,000 Disclosure of accounting policies: 1. For purposes of the statement of cash flows, the Company considers all cash investments with original maturities of three 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 are an integral part of this statement. PANACO, INC. NOTES TO FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the financial position as of June 30, 1996 and December 31, 1995 and the results of operations and changes in stockholders' equity and cash flows for the periods ended June 30, 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 six months ended June 30, 1996 are not indicative of the results to be expected for the full year. On April 24, 1996 the Company experienced an explosion and fire at Tank Battery #3 in West Delta. Since that time, the fields have been shut-in while repairs are being made. No revenues for the 67 remaining days in the second quarter of 1996 have been recorded, while at the same time, a large part of lease operating expenses associated with West Delta are fixed costs, and have stayed at relatively the same level as before the fire. Production taxes decreased as a result of the 67 days without production from West Delta in the second quarter, a large part of which is in Louisiana State waters and is subject to severance taxes. Interest expense is also up as a result of the fire due to reduced cash flows, coupled with increased spending to repair Tank Battery #3. The Company did not begin to receive reimbursement from insurance for repairing the platform until third quarter, 1996. 4. The net income per share for the six months ended June 30, 1996 and 1995 has been calculated based on 12,345,361 and 11,848,649 weighted average shares outstanding, respectively and 12,206,886 and 11,509,728 weighted average shares for the three months ended June 30, 1996 and 1995, 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. Proved developed and undeveloped reserves Oil Gas (Bbl (Mcf) December 31, 1995 1,900,000 46,711,000 Purchase of minerals-in-place -0- -0- Production (151,000) (3,666,000) Sale of minerals-in-place -0- -0- Revisions of previous estimates -0- -0- ----------- ----------------- Estimated reserves at June 30, 1996 1,747,000 43,005,000 =========== ========== No major discovery or other favorable or adverse event has caused a significant change in the estimated proved reserves since June 30, 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 June 28 was at $4.1875 per share. 7. 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 abandonment 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. 8. On April 24, 1996 the Company experienced an explosion and fire on Tank Battery #3 in West Delta. The fire was caused by a service company performing work on the facility. The loss from the fire is management's estimate of the Company's shortfall on insurance reimbursement of repairing the facilities, which includes a $225,000 deductible. The Company will seek to recover these costs, along with lost profits, from the company whose workers caused the fire. 9. At December 31, 1995 the Company had net operating loss carryforwards for federal income tax purposes of $15,765,000 which are available to offset future federal taxable income through the year 2010. PART I Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The oil and gas industry has experienced significant volatility in recent years because of the oversupply of most fossil fuels relative to the demand for such products and other uncertainties in the world energy markets. These industry conditions should be considered when this analysis of the Company's operations is read. Accordingly, the energy market has been unsettled, making it difficult to predict future prices. Liquidity and Capital Resources As discussed in notes to the financial statements, the Company experienced an explosion and fire on April 24, 1996 at Tank Battery #3 in West Delta resulting in the fields being shut-in to date. The loss of 67 days of production, a corresponding decrease in expenses and a loss on repairing of the facility caused a ($.08) per share loss. The shut-in of West Delta brought about a loss in revenues of $2.4 million. The decrease in production also brought about a decrease in operating taxes of $75,000, as a portion of the production from West Delta is in Louisiana State waters and is subject to State severance taxes. Although production was shut in for 67 days in the second quarter, resulting in a decrease in West Delta lease operating expenses of $350,000 from expected levels, a large part of the lease operating expenses in West Delta are fixed expenses and continue. The Company is incurring the expenditures of repairing the facility and being reimbursed by its insurance company. The Company began receiving these reimbursements during the third quarter of 1996. These repair expenditures, coupled with the decrease in net operating cash flows discussed above resulted in higher borrowing levels and interest expense. The resulting decrease in revenues, net of the corresponding production taxes, slightly lower lease operating expense levels and higher interest expense decreased current assets (cash and accounts receivable) by approximately $2.0 million at the end of second quarter of 1996. The repair expenditures on Tank Battery #3, with no corresponding insurance reimbursement, also decreased cash and increased accounts payable and long-term debt. Through June 30, 1996 the Company had paid $500,000 for repairs of Tank Battery #3. Accounts payable included another $1,747,000 in expenditures that had been accrued but not paid. These items combined to impact current assets and liabilities as well as limit the Company's ability to pre-pay its long-term debt. The price received for natural gas averaged $2.44 per Mcf and $19.50 per barrel for oil for the three month period ended June 30, 1996. Cash flow is currently being used to reduce liabilities, pay general and administrative overhead and drill and rework wells. At June 30, 1996, 79% 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. Due to the explosion and fire at Tank Battery #3, no NPI payments were made in the three months ended June 30, 1996. 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. By February 1996 all of these options had been 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 June 30, 1996 was $21 million. 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. 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 $500,000 has been deposited, to satisfy such obligations with respect to a portion of its West Delta properties. Pursuant to the Company's agreement to acquire the offshore properties 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. In addition, the Company has $8,150,000 in performance bonds to secure its plugging and abandonment operations. 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 remaining swap transactions at June 30, 1996 was ($ 2.6 million) due to the high natural gas futures market prices on that date. Through the six months ended June 30, 1996 the Company had spent $3.4 million in capital expenditures, primarily for development of its oil and gas properties. The majority of the development costs were incurred to drill developmental wells in the Bayou Sorrel Field and for the Company's share of successfully recompleting two wells on Eugene Island Block 372, which is operated by Unocal. During 1995 the Company raised $3,173,000 in equity by virtue of the exercise of options and warrants. Through June 30, 1996 the Company had raised $1,837,000 in equity as a result of the exercise of warrants. Results of Operations For the six months ended June 30, 1996 and 1995: Oil and natural gas sales increased 32% for the first six months of 1996 when compared to the same period in 1995. Natural gas production decreased 31% to 3,666,000 Mcf for the first six months of 1996 from 5,284,000 Mcf for the same period in 1995. This decrease is primarily due to two factors: 67 days of no production from West Delta due to the April 24, 1996 explosion and fire; and higher production in 1995 from West Delta (above anticipated 1996 production had the explosion not occurred) from four horizontal wells drilled in 1994 that had declined significantly by the end of 1995. These two factors were offset by the production from the Zapata and Bayou Sorrel properties not owned during the second quarter of 1995. Oil production was also reduced by the Tank Battery #3 explosion and fire, however, production for the first six months of 1996 increased 135% to 151,000 barrels from 65,000 barrels in the same period in 1995. Oil production from the Zapata and Bayou Sorrel properties more than offset the decrease from West Delta. On an Mcf equivalent basis, total oil and natural gas production decreased 19% for the first six months in 1996 compared to the same period in 1995. These reductions in production were more than offset by higher natural gas prices in 1996 when compared to 1995. Natural gas prices averaged $2.73 per Mcf for the first six months in 1996 compared to $1.59 for the same period in 1995. While oil prices decreased to $17.92 per barrel for the first six months in 1996 from $19.10 in 1995, the increased production as noted above offset this price decline. Futures contracts resulted in a loss of $1.9 million for the first six months in 1996. This contract loss averaged $.52 per Mcf, bringing the average price received per Mcf to $2.21. This average price per Mcf received compares favorably with the $1.59 received in 1995. The Company entered into a natural gas swap agreement beginning January 1, 1996 for the sale of 15,000 MMBTU of gas each day in 1996 with contract prices ranging from $1.75 per MMBTU to $2.25 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. Depletion, depreciation and amortization decreased 13% for the first six months of 1996 primarily due to the decreased production from West Delta as a result of the explosion and fire. Exploration expenses in 1995 were due to two dry exploratory wells drilled on South Timbalier Block 33 and Eugene Island Block 50 in the second quarter. The Company has not drilled any exploratory wells in 1996. Lease operating expenses decreased, in part due to the changes in expenses associated with the April 24, 1996 explosion and fire at Tank Battery #3 in West Delta, to 33% of oil and natural gas sales for the first six months of 1996 from 37% for the same period in 1995. A large part of the expenses of West Delta are fixed in nature and continued, even with the fields being shut-in. Higher oil and natural gas sales in 1996 also contributed to the decrease as a percentage of these amounts. The increase in the dollar amount of lease operating expenses for the first six months of 1996 is primarily due to the five additional 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 six months of 1996 from 6.9% of oil and natural gas sales for the same period in 1995. A part of the decrease is due to the 67 days of lost production from West Delta, which has a large percentage of its production in Louisiana State waters which are subject to severance taxes. The decrease is also due to the shift in the Company's production volumes from properties subject to severance taxes to federal offshore waters (primarily the Zapata properties) that are not subject to such taxes. The "West Delta fire loss" is the Company's expense of repairing and rebuilding Tank Battery #3, the central processing facility in the West Delta Fields. Interest expense (net) increased 56% for the first six months of 1996 compared to the same period in 1995 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 April 24 West Delta explosion and repairs resulting in decreased discretionary cash flows did not permit the Company to lower its long-term debt levels as quickly as anticipated, and correspondingly contributed to an increase in interest expense. For the three months ended June 30, 1996: Oil and natural gas sales increased 5% for the three months ended June 30, 1996 when compared to the same period in 1995. Natural gas production decreased 33% to 1,348,000 Mcf for the first six months of 1996 from 2,022,000 Mcf for the same period in 1995. This decrease is primarily due to two factors: 67 days of no production from West Delta due to the April 24, 1996 explosion and fire; and higher production in 1995 from West Delta (above anticipated 1996 production had the explosion not occurred) from four horizontal wells drilled in 1994 that had declined significantly by the end of 1995. These two factors are offset by the production from the Zapata and Bayou Sorrel properties not owned in the second quarter of 1995. Oil production was also reduced by the Tank Battery #3 explosion and fire, however, production for the three months ended June 30, 1996 increased 107% to 56,000 barrels from 27,000 barrels in the same period in 1995. Oil production from the Zapata and Bayou Sorrel properties more than offset the decrease from West Delta. On an Mcf equivalent basis, total oil and natural gas production decreased 23% for the three months ended June 30, 1996 compared to the same period in 1995. The reductions in production were more than offset by higher natural gas prices in 1996 when compared to 1995. Natural gas prices averaged $2.44 per Mcf for the three months ended June 30, 1996 compared to $1.77 for the same period in 1995. While oil prices decreased to $19.50 per barrel for the three months ended June 30, 1996 from $22.37 in 1995, the increased production as noted above offset this price decline. Futures contracts resulted in a loss of $918,000 for the three months ended June 30, 1996. This contract loss averaged $.68 per Mcf, bringing the average price received per Mcf to $1.76. This average price per Mcf remained relatively flat from the $1.77 received in 1995. Depletion, depreciation and amortization decreased 32% for the three months ended June 30, 1996 primarily due to the decreased production from West Delta as a result of the explosion and fire. Exploration expenses in 1995 were due to two dry exploratory wells drilled on South Timbalier Block 33 and Eugene Island Block 50 in the second quarter. The Company has not drilled any exploratory wells in 1996. Lease operating expenses decreased in part due to some expenses associated with the April 24, 1996 explosion and fire at Tank Battery #3 in West Delta, to 42% of oil and natural gas sales for the three months ended June 30, 1996 from 46% for the same period in 1995. A large part of the West Delta operating expenses are fixed in nature and continued, even with the fields being shut-in. Higher oil and natural gas sales in 1996 also contributed to the decrease as a percentage of these amounts. The West Delta operating expense decrease was offset by operating expenses associated with the Zapata and Bayou Sorrel properties not included in the 1995 lease operating expenses. Taxes decreased to 2.6% of oil and natural gas sales in the three months ended June 30, 1996 from 5.9% of oil and natural gas sales for the same period in 1995. A part of the decrease is due to the 67 days of lost production from West Delta, which has a large percentage of its production in Louisiana State waters which are subject to severance taxes. The decrease is also due to the shift in the Company's production volumes from properties located in state waters subject to severance taxes to federal offshore waters (primarily the Zapata properties) that are not subject to such taxes. The "West Delta fire loss" is the Company's expense of repairing and rebuilding Tank Battery #3, the central processing facility in the West Delta Fields. Interest expense (net) increased 137% for the three months ended June 30, 1996 compared to the same period in 1995 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 April 24 West Delta explosion and repairs resulting in decreased discretionary cash flows and did not permit the Company to lower its long-term debt levels as quickly as anticipated, which also caused an increase in interest expense. 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. 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 seeking damages for fraud. Management feels the plaintiff's suit is without merit and any outcome would be immaterial to results of operations or financial position. 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 West Delta. There were no personnel injuries or environmental damage. It is estimated that the fields will be shut-in while repairs are made. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 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. On October 28, 1996 the Company filed a Current Report on Form 8-K describing its acquisition, on October 8, 1996 of the interest in six offshore fields, comprising 13 blocks in the Gulf of Mexico from Amoco Production Company. On January 29, 1997 the Company filed a Current Report on Form 8-K describing its sale of the Bayou Sorrel Field to National Energy Group, 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: February 5,1997 /s/Todd R. Bart Todd R. Bart, Chief Financial Officer