UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission file number: 1-10671
TEXAS MERIDIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15995 N. BARKERS LANDING, SUITE 300, HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713-558-8080
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 and 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 [ ]
Number of shares of Common Stock outstanding at July 22 , 1996 14,430,187
Page 1 of 15
TEXAS MERIDIAN RESOURCES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 1995
and June 30, 1996 (unaudited) 3
Consolidated Statements of Operations (unaudited) for the
Three Months and Six Months Ended June 30, 1995 and 1996 5
Consolidated Statements of Changes in Stockholders'
Equity (unaudited) for the Six Months Ended
June 30, 1995 and 1996 6
Consolidated Statements of Cash Flows (unaudited) for the
Six Months Ended June 30, 1995 and 1996 7
Notes to Consolidated Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, JUNE 30,
1995 1996
-------- --------
(unaudited)
(in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ...................... $ 35,658 $ 29,848
Accounts receivable (less allowance for
doubtful receivables of $121,000
in 1995 and 1996) .......................... 2,155 4,049
Due from affiliates ............................ 1,171 2,055
Prepaid expenses and other ..................... 141 218
-------- --------
Total current assets .................... 39,125 36,170
-------- --------
PROPERTY AND EQUIPMENT:
Oil and natural gas properties, full cost
method (including $16,950,000 [1995]
and $17,190,000 [1996] not subject
to depletion, depreciation and
amortization) ............................. 54,649 68,414
Land ........................................... 887 887
Equipment ...................................... 1,521 2,270
-------- --------
57,057 71,571
Less accumulated depletion,
depreciation and amortization .............. (9,833) (13,726)
-------- --------
47,224 57,845
-------- --------
OTHER ASSETS, NET .................................. 377 478
-------- --------
$ 86,726 $ 94,493
======== ========
See notes to consolidated financial statements.
3
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
DECEMBER 31, JUNE 30,
1995 1996
-------- -------
(unaudited)
(in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ............................. $ 6,348 $10,619
Revenues and royalties payable ............... 3,366 5,819
Accrued liabilities .......................... 5,473 2,506
-------- -------
Total current liabilities ............. 15,187 18,944
-------- -------
DEFERRED INCOME TAXES ............................ -- 1,104
-------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value
(25,000,000 shares authorized,
none issued and outstanding) ............. -- --
Common stock, $0.01 par value
(100,000,000 shares authorized,
14,430,176 [1995] and 14,430,184
[1996] issued and outstanding) ........... 144 144
Additional paid-in capital ................... 74,141 74,141
Accumulated earnings (deficit) ............... (2,746) 160
-------- -------
71,539 74,445
-------- -------
$ 86,726 $94,493
======== =======
See notes to consolidated financial statements.
4
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- ------------------
1995 1996 1995 1996
------- ------- ------- --------
(in thousands, except for
per share information)
REVENUES:
Oil and natural gas .............. $ 2,754 $ 5,270 $ 4,621 $ 9,896
Interest and other ............... 17 358 67 811
------- ------- ------- --------
2,771 5,628 4,688 10,707
------- ------- ------- --------
COSTS AND EXPENSES:
Oil and natural gas operating .... 223 217 293 416
Severance and ad valorem taxes ... 218 232 358 542
Depletion, depreciation
and amortization ............. 1,173 1,918 1,996 3,935
General and administrative ....... 896 899 1,678 1,822
Interest ......................... 19 7 20 8
------- ------- ------- --------
2,529 3,273 4,345 6,723
------- ------- ------- --------
INCOME BEFORE
INCOME TAXES ..................... 242 2,355 343 3,984
------- ------- ------- --------
INCOME TAX EXPENSE:
Current .......................... 11 -- 20 (26)
Deferred ......................... -- 824 -- 1,104
------- ------- ------- --------
11 824 20 1,078
------- ------- ------- --------
NET INCOME ........................... $ 231 $ 1,531 $ 323 $ 2,906
======= ======= ======= ========
Net income per common
and common equivalent share ...... $ 0.02 $ 0.10 $ 0.03 $ 0.19
======= ======= ======= ========
Weighted average number of common
and common equivalent shares ..... 11,718 15,513 11,666 15,571
======= ======= ======= ========
See notes to consolidated financial statements.
5
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
(in thousands)
Accumu-
Common Stock Additional lated
-------------------------- Paid-in Earnings
No. of Shares Par Value Capital (Deficit) Total
------------- --------- ---------- --------- -------
FOR THE SIX MONTHS ENDED
JUNE 30, 1995:
Balance, January 1, 1995 ......................... 10,593 $106 $37,151 $(4,899) $32,358
Exercise of stock options .................... 41 -- 147 -- 147
Net income ................................... -- -- -- 323 323
------ ---- ------- ------- -------
Balance, June 30, 1995 ........................... 10,634 $106 $37,298 $(4,576) $32,828
====== ==== ======= ======= =======
FOR THE SIX MONTHS ENDED
JUNE 30, 1996:
Balance, January 1, 1996 ......................... 14,430 $144 $74,141 $(2,746) $71,539
Net income ................................... -- -- -- 2,906 2,906
------ ---- ------- ------- -------
Balance, June 30, 1996 ........................... 14,430 $144 $74,141 $ 160 $74,445
====== ==== ======= ======= =======
See notes to consolidated financial statements.
6
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
SIX MONTHS ENDED
JUNE 30,
---------------------
1995 1996
-------- --------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................... $ 323 $ 2,906
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depletion, depreciation and amortization ..... 1,983 3,893
Amortization of other assets ................. 13 42
Deferred income taxes ........................ -- 1,104
Changes in assets and liabilities:
(Increase) in accounts receivable ............ (729) (1,894)
(Increase) in due from affiliates ............ (212) (884)
(Increase) in prepaid expenses and
other current assets ....................... (312) (77)
Increase in accounts payable ................. 1,508 4,271
Increase in revenues and royalties payable ... 945 2,453
Increase in accrued liabilities .............. 349 246
-------- --------
Net cash provided by operating activities ........ 3,868 12,060
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions, net ........ (10,347) (17,727)
Other ........................................ (163) (134)
-------- --------
Net cash used in investing activities ............ (10,510) (17,861)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term
borrowings ................................. 2,800 --
Deferred loan costs .......................... -- (9)
Exercise of stock options .................... 147 --
-------- --------
Net cash provided by (used in)
financing activities ........................... 2,947 (9)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS .............. (3,695) (5,810)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD ........................... 4,111 35,658
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD ................................. $ 416 $ 29,848
======== ========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid .................................... $ 4 $ --
======== ========
Income taxes paid ................................ $ 36 $ --
======== ========
See notes to consolidated financial statements.
7
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
These consolidated financial statements reflect the accounts of Texas
Meridian Resources Corporation ("TMRC") and its subsidiaries after elimination
of all significant intercompany transactions and balances. The financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in TMRC's Annual Report on Form 10-K for
the year ended December 31, 1995, as filed with the Securities and Exchange
Commission ("SEC").
The financial statements included herein as of June 30, 1996, and for
the three and six month periods ended June 30, 1995 and 1996 are unaudited, and,
in the opinion of management, the information furnished reflects all material
adjustments, consisting of normal recurring adjustments, necessary for a fair
statement of the results for the interim periods presented. Certain items in the
prior year statements have been reclassified to conform with the current year
presentation.
2. EARNINGS PER SHARE
Earnings per share are calculated by dividing net income by the weighted
average common shares and (in periods in which they have a dilutive effect)
common share equivalents outstanding during the period. Shares of common stock
issuable under stock options and warrants are treated as common share
equivalents when dilutive.
For 1995 and 1996 there is no difference between primary and fully
diluted earnings per share.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following is a discussion of the Company's financial operations for
the three and six month periods ended June 30, 1996 and 1995. The notes to the
Company's consolidated financial statements included in this report, as well as
the Company's Annual Report on Form 10-K for the year ended December 31, 1995
(and the notes attached thereto), should be read in conjunction with this
discussion.
OVERVIEW
Results for the second quarter of 1996 reflected a continuing increase
in production by the Company of oil and natural gas over 1995. Natural gas
production was up 35% for the first six months of 1996 compared to the first six
months of 1995 and crude oil production was up over 119% for the first six
months of 1996 compared to the first six months of 1995. These increases in
production reflected the continuing increase in exploration and development
activities by the Company and the addition of new producing wells during the
later part of 1995 and the first six months of 1996. The Company expects third
quarter production to continue to increase as its recently announced TMRX No.
7-X well is placed on production.
In July 1995, the Company completed a public offering of 3,795,000
shares of common stock and raised approximately $36.9 million net of offering
expenses. The net proceeds from this offering are being used to help fund an
expansion of the Company's exploration and development program. The Company has
currently developed various 3-D seismic shoots and has two in the evaluation
phase and three in the acquisition phase. Further, the Company anticipates
starting at least one more shoot by year end.
The Company recently announced that it had entered into a letter of
intent with the Louisiana Land and Exploration Company ("LL&E") to form a joint
venture alliance to pursue exploration prospects in the coastal transition zones
of south Louisiana. Under the proposed alliance, which is subject to the
execution of a definitive agreement, the Company and LL&E have designated an
approximate 1,500 square mile area of mutual interest in which they will jointly
pursue prospectus utilizing 3-D seismic data and computer assisted technology.
The alliance contemplates a joint drilling program following the acquisition of
seismic data, geological options and leases in the exploration area. The Company
currently expects the acquisition of 200 square miles of seismic data prior to
year end and the commencement of drilling the first prospects under this
alliance in the first or second quarter of 1997.
Although there can be no assurance as to the results of the Company's
current drilling program, the increase in the Company's exploration activities
is expected to result in increased revenue and income for the remainder of 1996
and into 1997. Future results, however, will be subject to the level of success
in the program and prevailing prices of crude oil and natural gas.
9
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1996, the Company's liquidity needs were
met from oil and natural gas production sales and from cash reserves. As of June
30, 1996, the Company had a cash balance of $29.8 million and working capital of
$17.2 million.
Capital expenditures for the first half of 1996 consisted of $21.6
million for property and equipment additions related to exploration and
development of various prospects, including lease, seismic data acquisitions,
drilling and completion costs. An insurance claim of $3.9 million has been
offset against the year's first half capital expenditures resulting in $17.7
million additions which is reflected on this period's cash flow statement. The
Company has budgeted approximately $40 million in capital expenditures during
1996 for the further development and drilling of its south Louisiana and
southeast Texas prospects. Future cash requirements will be provided from
existing cash, cash flow from current properties and newly-drilled properties
developed on the Company's exploration prospects and borrowings under the
Company's credit facility with Chemical Bank. Cash requirements beyond 1996 will
be dependent upon the success of the Company's current drilling program, the
scope of the activities to be taken by the Company under the proposed joint
venture with LL&E and the nature and extent of capital expenditures that might
be required for exploration and development activities at that time.
In management's opinion, the Company has sufficient capital resources
available to it to fund its development and drilling plans and other obligations
and liquidity.
It is the policy of the Company to retain its existing cash for
reinvestment in the businesses of the Company and not to pay dividends with
respect to its common stock in the foreseeable future.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996, AS COMPARED
TO THE THREE MONTHS ENDED JUNE 30, 1995
OPERATING REVENUES. Second quarter 1996 oil and natural gas revenues increased
$2.5 million as compared to the second quarter 1995 revenues due to a
significant increase in oil production and a strong rise in average natural gas
prices.
Oil and natural gas production rose by 126% and 11%, respectively, due
in large part to the successful completion of several wells in south Louisiana
and southeast Texas. Oil and natural gas prices rose by 15% and 47%,
respectively, over the same time period due to, among other things, a harsh
winter and a warm summer in the eastern United States coupled with low gas
storage levels.
10
The following table summarizes operating revenues, production volumes
and average sales prices for the Company for the three months ended June 30,
1995 and 1996.
THREE MONTHS ENDED 1996
JUNE 30, 1996 PERCENTAGE
------------------- INCREASE INCREASE
1995 1996 (DECREASE) (DECREASE)
------ ------ ------ ---
Volume:
Oil (Mbbl) ............. 42 95 53 126%
Natural Gas (Mmcf) ..... 1,124 1,252 128 11%
Average Price Per Unit:
Oil (Bbl) .............. $18.66 $21.50 $ 2.84 15%
Natural Gas (Mcf) ...... $ 1.75 $ 2.57 $ .82 47%
Gross Revenues (000's):
Oil .................... $ 787 $2,050 $1,263 160%
Natural Gas ............ 1,967 3,220 1,253 64%
------ ------ ------ ---
Total .............. $2,754 $5,270 $2,516 91%
====== ====== ====== ===
OPERATING EXPENSES. Oil and natural gas operating expenses of $0.2 million for
the three months ended June 30, 1996 remained flat to the same time period of
1995. Expenses were maintained at this level not withstanding more wells being
on stream during second quarter of 1996 compared to the same time period during
1995.
SEVERANCE AND AD VALOREM TAXES. Severance and ad valorem taxes of $0.2 million
had a negligible increase for the current quarter when compared to the same
quarter during 1995. Severance taxes on the whole have increased with the rise
of oil and natural gas revenues. The Company, however, received a severance tax
refund of $0.1 million from the state of Louisiana representing a severance tax
abatement due to the Pacific Enterprises No. 2 well which was drilled to a depth
of more than 15,000 feet. This abatement will remain in effect until the well
has paid out as defined by the state of Louisiana.
INTEREST AND OTHER INCOME. Interest and other income during the second quarter
1996 increased $0.3 million from the second three months during 1995. This
increase was the result of a significant increase in the average cash balances
following the Company's July 1995 public offering of common stock.
DEPLETION, DEPRECIATION AND AMORTIZATION. Depletion, depreciation and
amortization expense ("DD&A") increased during the quarter ended June 30, 1996,
to $1.9 million from $1.2 million for the comparable period of 1995. DD&A
increased primarily as a result of increased total production. The Company uses
the unit of production method of amortization of its oil and natural gas
properties.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense remained
flat for the second quarter of 1996 as compared to the second quarter of 1995,
but declined as a percentage of revenues.
11
INCOME TAX EXPENSE. As a result of the Company's income position, a provision
for deferred income taxes of $0.8 million was recorded in the second quarter of
1996 for financial reporting purposes.
SIX MONTHS ENDED JUNE 30, 1996 AS COMPARED
TO THE SIX MONTHS ENDED JUNE 30, 1995
OPERATING REVENUES. Oil and natural gas revenues for the six months ended June
30, 1996, increased $5,275,000, or 114%, compared to the six months ended June
30, 1995. This increase was attributable to increases in both production and
prices of oil and natural gas.
The following table summarizes operating revenues, production volumes
and average sales prices for the Company for the six months ended June 30, 1995
and 1996.
SIX MONTHS ENDED 1996
JUNE 30, 1996 PERCENTAGE
------------------- INCREASE INCREASE
1995 1996 (DECREASE) (DECREASE)
------ ------ ------ ---
Volume:
Oil (Mbbl) ............ 83 182 99 119%
Natural Gas (Mmcf) .... 1,850 2,498 648 35%
Average Price Per Unit:
Oil (Bbl) ............. $18.21 $20.48 $ 2.27 13%
Natural Gas (Mcf) ..... $ 1.68 $ 2.47 $ 0.79 47%
Gross Revenues (000's):
Oil ................... $1,511 $3,727 $2,216 147%
Natural Gas ........... 3,110 6,169 3,059 98%
------ ------ ------ ---
Total ............. $4,621 $9,896 $5,275 114%
====== ====== ====== ===
OPERATING EXPENSES. Oil and natural gas operating expenses increased $0.1
million to $0.4 million for the six months ended June 30, 1996, compared to $0.3
million for the six months ended June 30, 1995. This increase was primarily due
to added operating expenses related to the additional wells brought on
production during the last twelve months. Because of the nature of production
from these newer wells (water drive versus depletion), lease operating expenses
related to the disposal of water from primarily the Pacific Enterprises No. 1
and No. 2 wells were higher than wells operated in the Chocolate Bayou field.
SEVERANCE AND AD VALOREM TAXES. Severance and ad valorem taxes increased $0.2
million for the first half of 1996 as compared to the same time period of 1995.
This increase is the direct result of the increase in oil and natural gas
revenues and was partially offset by a $0.1 million Louisiana severance tax
reduction incentive for drilling wells below 15,000 feet.
INTEREST AND OTHER INCOME. Interest and other income during the first six months
of 1996 increased $0.7 million compared to the first six months of 1995. This
increase was the result of a significant increase in the average cash balances
following the Company's July 1995 public offering of common stock.
12
DEPLETION, DEPRECIATION AND AMORTIZATION. Depletion, depreciation and
amortization expense ("DD&A") increased during the six months ended June 30,
1996 to $3.9 million from $2.0 million for the comparable period of 1995. DD&A
increased primarily as a result of increased total production. The Company uses
the unit of production method of amortization of its oil and natural gas
properties.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
$0.1 million to $1.8 million for the first half of 1996 when compared to $1.7
million for the first half of 1995. The increase is due primarily to an increase
in travel expenses associated with the larger amount of time required to be
spent in the state of Louisiana.
INCOME TAX EXPENSE. As a result of the Company's income position, a provision
for deferred income taxes of $1.1 million was recorded in the first six months
of 1996 for financial reporting purposes.
OTHER
From time to time, the Company may make certain statements that contain
"forwardlooking" information (as defined in the Private Securities Litigation
Reform Act of 1995) and that involve risk and uncertainty. These forward-looking
statements may include, but are not limited to, exploration and seismic
acquisition plans, anticipated results from current and future exploration
prospects, the anticipated results of wells based on logging data and production
tests, future sales of production, earnings, margins, production levels and
costs, market trends in the oil and gas industry and the exploration and
development sector thereof, environmental and other expenditures and various
business trends. Forward-looking statements may be made by management orally or
in writing including, but not limited to, the Management's Discussion and
Analysis and Financial Condition Results of Operation section and other sections
of the Company's filings with the Securities and Exchange Commission under the
Securities Act of 1933 and the Securities Exchange Act of 1934.
Actual results and trends in the future may differ materially depending
on a variety of factors including, but not limited to, the success of the
Company's exploration and development program, changes in the price of oil and
natural gas, world-wide political stability and economic growth, the Company's
successful execution of internal exploration, development and operating plans,
environmental regulation and costs, regulatory uncertainties and legal
proceedings.
13
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Shareholders of the Company held on June 20,
1996, the Company's shareholders voted in favor of (i) the election of two Class
III Directors to the Company's Board of Directors, and (ii) the ratification of
the appointment of Ernst & Young LLP as the Company's independent auditors for
1996. The number of shares voted for and withheld with respect to the election
of the directors and the number of shares voted for and against and the number
of abstentions for the ratification of the appointment of the Company's auditors
were as follows:
Withheld/
Nominees: For Against Abstain
--------- ---------- ------- -------
Joseph A. Reeves, Jr ......... 11,560,618 124,438 --
Michael J. Mayell ............ 11,560,618 124,438 --
Appointment of Auditors ...... 11,636,986 35,463 12,607
There were no broker non-votes for the matters considered at the Annual
Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
The Registrant filed no reports on Form 8-K during the quarter covered
by this report.
14
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.
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
(Registrant)
Date: July 24, 1996 By: /s/ LLOYD V. DELANO
Lloyd V. DeLano
Vice President - Director of Accounting
(Chief Financial and Accounting Officer)
15