UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 1-12074
STONE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 72-1235413
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
625 E. Kaliste Saloom Road
Lafayette, Louisiana 70508
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (318) 237-0410
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 ___
As of August 11, 1998, there were 15,068,408 shares of the Registrant's
Common Stock, par value $.01 per share, outstanding.
TABLE OF CONTENTS
Page
PART I
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
as of June 30, 1998 and December 31, 1997.......... 1
Condensed Consolidated Statement of Operations
for the Three- and Six-Month Periods Ended
June 30, 1998 and 1997............................. 2
Condensed Consolidated Statement of Cash Flows
for the Six Months Ended
June 30, 1998 and 1997............................. 3
Notes to Condensed Consolidated Financial Statements. 4
Auditors' Review Report.............................. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 8
PART II
Item 4. Submission of Matters to a Vote of Security Holders.... 11
Item 6. Exhibits and Reports on Form 8-K....................... 12
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
June 30, December 31,
Assets 1998 1997
----------------- -----------------
(Unaudited)
Current assets:
Cash and cash equivalents.................................... $11,239 $10,304
Marketable securities, at market............................. 33,390 19,940
Accounts receivable.......................................... 19,267 22,731
Other current assets......................................... 648 176
----------------- -----------------
Total current assets....................................... 64,544 53,151
Oil and gas properties, net:
Proved....................................................... 339,862 274,116
Unevaluated.................................................. 16,164 17,304
Building and land, net........................................... 3,502 3,538
Fixed assets, net................................................ 1,110 1,089
Other assets, net................................................ 3,656 4,946
----------------- -----------------
Total assets............................................... $428,838 $354,144
================= =================
Liabilities and Stockholders' Equity
Current liabilities - accounts payable and
accrued liabilities.......................................... $56,125 $44,823
Long-term loans.................................................. 186,987 132,024
Deferred tax liability........................................... 21,490 18,659
Other long-term liabilities...................................... 2,184 2,001
----------------- -----------------
Total liabilities.......................................... 266,786 197,507
----------------- -----------------
Common stock..................................................... 151 150
Additional paid in capital....................................... 119,167 118,883
Retained earnings................................................ 42,734 37,604
----------------- -----------------
Total stockholders' equity................................. 162,052 156,637
----------------- -----------------
Total liabilities and stockholders' equity................. $428,838 $354,144
================= =================
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- ---------------------------------
1998 1997 1998 1997
------------ ----------- ------------ ------------
Revenues
Oil and gas production..................... $27,824 $13,196 $56,181 $29,005
Overhead reimbursements
and management fees..................... 164 131 310 255
Other income............................... 486 335 778 639
------------ ----------- ------------ ------------
Total revenues...................... 28,474 13,662 57,269 29,899
------------ ----------- ------------ ------------
Expenses
Normal lease operating expenses............ 4,312 2,458 7,909 4,362
Major maintenance expenses................. 314 403 769 486
Production taxes........................... 512 654 1,044 1,499
Depreciation, depletion and
amortization............................. 15,887 5,851 31,104 11,929
Interest................................... 3,196 677 5,725 1,103
Salaries, general and administrative....... 1,135 868 2,207 1,759
Incentive compensation plan................ 275 154 550 316
------------ ----------- ------------ ------------
Total expenses...................... 25,631 11,065 49,308 21,454
------------ ----------- ------------ ------------
Net income before income taxes............... 2,843 2,597 7,961 8,445
------------ ----------- ------------ ------------
Provision for income taxes
Current................................... - 100 - 100
Deferred.................................. 1,011 900 2,831 3,152
------------ ----------- ------------ ------------
1,011 1,000 2,831 3,252
------------ ----------- ------------ ------------
Net income $1,832 $1,597 $5,130 $5,193
============ =========== ============ ============
Earnings per common share (see Note 2):
Basic earnings per share ................. $0.12 $0.11 $0.34 $0.35
============ =========== ============ ============
Diluted earnings per share................ $0.12 $0.11 $0.34 $0.34
============ =========== ============ ============
Average shares outstanding................ 15,066 15,015 15,063 15,015
============ =========== ============ ============
Average shares outstanding assuming
dilution............................... 15,340 15,200 15,330 15,199
============ =========== ============ ============
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
-----------------------------------------
1998 1997
----------------- ----------------
Cash flows from operating activities:
Net income.................................................... $5,130 $5,193
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization............... 31,104 11,929
Provision for deferred income taxes.................... 2,831 3,152
----------------- ----------------
39,065 20,274
Increase in marketable securities...................... (13,450) (5,672)
Decrease in accounts receivable........................ 3,464 1,493
Increase in other current assets....................... (505) (356)
Increase (decrease) in accrued liabilities............. 6,774 (967)
Other.................................................. 184 1,942
----------------- ----------------
Net cash provided by operating activities........................ 35,532 16,714
----------------- ----------------
Cash flows from investing activities:
Investment in oil and gas properties........................... (90,768) (40,453)
Building additions and renovations............................. (9) (260)
(Increase) decrease in other assets ............................ 1,096 (332)
----------------- ----------------
Net cash used in investing activities............................ (89,681) (41,045)
----------------- ----------------
Cash flows from financing activities:
Proceeds from borrowings....................................... 55,000 25,000
Repayment of debt.............................................. (40) (33)
Deferred financing costs....................................... (160) -
Expenses for common stock offering............................. - (104)
Exercise of stock options...................................... 284 -
----------------- ----------------
Net cash provided by financing activities........................ 55,084 24,863
----------------- ----------------
Net increase in cash............................................. 935 532
Cash balance beginning of period................................. 10,304 9,864
----------------- ----------------
Cash balance end of period....................................... $11,239 $10,396
================= ================
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest (net of amount capitalized)....................... $5,424 $1,003
Income taxes............................................... - 100
----------------- ----------------
$5,424 $1,103
================= ================
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STONE ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - INTERIM FINANCIAL STATEMENTS
The condensed consolidated financial statements of Stone Energy
Corporation (the "Company") at June 30, 1998 and for the three- and six-month
periods then ended are unaudited and reflect all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management, necessary
for a fair presentation of the financial position and operating results for the
interim period. The condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of financial condition and
results of operations, contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997. The results of operations for the three- and
six-month periods ended June 30, 1998 are not necessarily indicative of future
financial results. Certain prior period amounts have been reclassified to
conform to current period presentation.
NOTE 2 - EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings
Per Share," which simplifies the computation of earnings per share ("EPS"). The
Company adopted SFAS No. 128 in the fourth quarter of 1997 and restated prior
periods' EPS data as required by SFAS No. 128. All EPS data in the financial
statements and accompanying footnotes reflects the adoption of SFAS No. 128.
Basic net income per share of common stock was calculated by dividing
net income applicable to common stock by the weighted-average number of common
shares outstanding during the period. Diluted net income per share of common
stock was calculated by dividing net income applicable to common stock by the
weighted-average number of common shares outstanding during the period plus the
weighted-average number of dilutive stock options granted to outside directors
and certain employees which totaled approximately 274,000 shares and 185,000
shares in the second quarter of 1998 and 1997, respectively, and 267,000 shares
and 184,000 shares in the first six months of 1998 and 1997, respectively.
Options which were considered antidilutive as a result of the exercise price of
the options exceeding the average price for the applicable period were
immaterial during the 1998 and 1997 periods.
NOTE 3 - HEDGING ACTIVITIES
In order to reduce its exposure to the possibility of declining oil and
gas prices, from time to time the Company hedges with third parties certain of
its crude oil and natural gas production in various swap agreement contracts.
The crude oil contracts are tied to the price of NYMEX light sweet crude oil
futures and are settled monthly based on the differences between contract prices
and the average NYMEX prices for that month applied to the related contract
volumes. Settlement for
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gas swap contracts is based on the average closing prices of either the last
three days or last full month of trading on the NYMEX for each month of the
swap.
The Company's forward positions as of August 11, 1998, are summarized
as follows:
Gas
------------------------------------------------
Average
Bbtu Price/Btu
------------------ ---------------------
Third quarter, 1998........ 2,300 $2.63
For the three- and six-month periods ended June 30, 1998, the Company
recognized net hedging gains of $0.6 million and $2.5 million, respectively,
which were recorded in the accompanying condensed consolidated statement of
operations as additions to revenues from oil and gas production. Second quarter
and six month 1997 oil and gas revenues included net hedging gains (losses) of
$41,000 and $(0.7) million, respectively.
NOTE 4 - LONG-TERM LOANS
During the first quarter of 1998, the Company and its bank group
increased the size of the Company's credit facility to $150 million, increased
the borrowing base under the revolving credit loan (the "Revolver") to $120
million and extended the term of the Revolver to July 30, 2001. The borrowing
base amount is established by the bank group and is based on their evaluation of
the Company's oil and gas properties. Interest under the Revolver is payable
quarterly, and currently the weighted average interest rate of the facility is
6.7% per annum, the total outstanding principal balance is $84 million and
letters of credit totaling $7.5 million have been issued pursuant to the
facility.
NOTE 5 - NEW ACCOUNTING STANDARDS
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" and SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income in the financial statements. Comprehensive
income is the total of net income and all other non-owner changes in equity.
SFAS No. 131 requires that companies disclose segment data based on how
management makes decisions about allocating resources to segments and measuring
their performance. SFAS Nos. 130 and 131 are effective for 1998. The Company
adopted these standards in 1998 with no effect on the Company's financial
statements, financial position or results of operations.
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In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Statement establishes accounting and
reporting standards that require every derivative instrument (including certain
derivative instruments embedded in other contracts) to be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
Statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate, and assess the effectiveness
of transactions that receive hedge accounting.
SFAS No. 133 is effective for fiscal years beginning after June 15,
1999 and must be applied to (a) derivative instruments and (b) certain
derivative instruments embedded in hybrid contracts that were issued, acquired,
or substantively modified after December 31, 1997 (and, at the company's
election, before January 1, 1998).
The Company expects to adopt SFAS No. 133 during the first quarter of
2000. Because of the nature of the Company's only derivative instrument, the
Company does not expect that the adoption of SFAS No. 133 will have a material
impact on the Company's results of operations.
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AUDITORS' REVIEW REPORT
TO THE STOCKHOLDERS OF
STONE ENERGY CORPORATION:
We have reviewed the accompanying condensed consolidated balance sheet
of Stone Energy Corporation (a Delaware corporation) as of June 30, 1998, and
the related condensed consolidated statements of operations for the three-month
and six-month periods ended June 30, 1998 and 1997, and the condensed
consolidated statements of cash flows for the six-month periods ended June 30,
1998 and 1997. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications
that should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Stone Energy Corporation as of December
31, 1997 (not presented herein), and, in our report dated March 2, 1998, we
expressed an unqualified opinion on that statement. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1997, is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
July 31, 1998
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Stone Energy Corporation is an independent oil and gas company engaged
in the development, exploration, acquisition and operation of oil and gas
properties onshore and offshore in the Gulf Coast Basin. The Company and its
predecessors have been active in the Gulf Coast Basin since 1973, which gives
the Company extensive geophysical, technical and operational expertise in this
area. The Company's business strategy is to increase production, cash flow and
reserves through the acquisition and development of mature properties located in
the Gulf Coast Basin.
RESULTS OF OPERATIONS
The following table sets forth certain operating information with
respect to the oil and gas operations of the Company for the three- and
six-month periods ended June 30, 1998 and 1997.
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- --------------------------------
1998 1997 1998 1997
----------- ----------- ----------- ------------
Production:
Oil (MBbls)............................... 674 344 1,312 694
Gas (MMcf)................................ 7,891 3,012 15,201 5,990
Oil and gas (MBOE)........................ 1,989 846 3,846 1,692
Sales data (in thousands) (a):
Total oil sales........................... $9,131 $6,516 $19,416 $14,075
Total gas sales........................... 18,693 6,680 36,765 14,930
Average sales prices (a):
Oil (per Bbl)............................. $13.55 $18.94 $14.80 $20.28
Gas (per Mcf)............................. 2.37 2.22 2.42 2.49
Per BOE................................... 13.99 15.60 14.61 17.14
Average costs (per BOE):
Normal lease operating
expenses (b)........................... $2.17 $2.91 $2.06 $2.58
General and administrative................ 0.57 1.03 0.57 1.04
Depreciation, depletion
and amortization....................... 7.88 6.75 7.98 6.89
(a) Net of the effects of hedging
(b) Excludes major maintenance expenses
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Net income for the quarter ended June 30, 1998 totaled $1.8 million or
$0.12 per diluted share, as compared to net income of $1.6 million or $0.11 per
diluted share during the second quarter of 1997. Net income totaled $5.1 million
and $5.2 million for the first six months of 1998 and 1997, respectively.
The production volumes for the three months ended June 30, 1998 were
the highest such quarterly amounts in the Company's history. On a barrel of oil
equivalent (BOE) basis, second quarter 1998 production volumes increased 135%
over second quarter 1997 production volumes, totaling 674,000 barrels of oil and
7.9 billion cubic feet of gas. Production volumes of both oil and gas for the
first six months of 1998, compared to the 1997 period, rose 89% and 154%
respectively, totaling 1,312,000 barrels of oil and 15.2 billion cubic feet of
gas.
Second quarter 1998 oil and gas revenues rose 111% to $27.8 million, as
compared to second quarter 1997 revenues of $13.2 million. For the first six
months of 1998, oil and gas revenues increased 94% to $56.2 million, compared to
oil and gas revenues of $29.0 million during the first half of 1997. During the
second quarter of 1998, average prices totaled $13.55 per barrel of oil and
$2.37 per Mcf of gas, as compared to $18.94 per barrel and $2.22 per Mcf
received in the 1997 period. Stated on a BOE basis, unit prices for the second
quarter and first six months of 1998 declined 10% and 15%, respectively, from
the comparable 1997 periods.
Operating costs increased to $4.3 million and $7.9 million during the
second quarter and first six months of 1998, respectively, as compared to $2.5
million and $4.4 million during the respective 1997 periods due to an increase
in the number of properties and significantly higher production rates. Compared
to the three and six-month periods of 1997, however, such costs on a unit of
production basis declined 25% and 20% during the respective three and six-month
1998 periods.
General and administrative expenses totaled $1.1 million and $2.2
million during the second quarter and first six months of 1998, respectively,
compared to $0.9 million and $1.8 million during the respective 1997 periods.
The increase during the 1998 periods is the result of the Company's increased
level of operations, as compared to a year ago. On a unit basis, however, these
costs declined 45% to $0.57 per BOE in the second quarter of 1998 as compared to
$1.03 per BOE in the 1997 quarter. Depreciation, depletion and amortization
expense increased to $15.9 million for the second quarter of 1998 from $5.9
million for the same 1997 period because of higher production rates, increased
investment in the properties and lower quarter-end oil and gas prices. As a
result of the Company's increased borrowings under its bank credit facility and
the bond offering closed in September 1997, interest expense for the three-month
period ended June 30, 1998, increased to $3.2 million, as compared to $0.7
million for the second quarter of 1997.
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LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL AND CASH FLOW. Working capital at June 30, 1998 was
$8.4 million. The Company believes that this capital plus the expected cash flow
from its increased operations and borrowings under its expanded bank credit
facility will be sufficient to fund its working capital needs for the
foreseeable future. Net cash flow from operations before working capital changes
for the second quarter of 1998 increased 124% to $18.7 million or $1.22 per
diluted share, compared to $8.3 million or $0.55 per diluted share for 1997's
second quarter. For the first six months of 1998, net cash flow from operations
before working capital changes totaled $39.1 million, as compared to $20.3
million during the 1997 period.
During the second quarter of 1998, the Company invested $43.3 million
in its oil and gas properties primarily in drilling, completion and platform
construction activities. The Company invested $95.3 million in its oil and gas
properties during the first half of 1998, as compared to investments of $50.4
million during the six-month 1997 period. The investments for the first six
months of 1998 included $2.2 million of capitalized general and administrative
costs.
LONG-TERM FINANCING. During the first quarter of 1998, the Company and
its bank group increased the size of the Company's bank credit facility to $150
million, increased the borrowing base under the Revolver to $120 million and
extended the term of the Revolver to July 30, 2001. The borrowing base amount is
established by the bank group and is based on their evaluation of the Company's
oil and gas properties. Interest under the Revolver is payable quarterly, and
currently the weighted average interest rate of the facility is 6.7% per annum,
the total outstandinig principal balance is $84 million and letters of credit
totaling $7.5 million have been issued pursuant to the facility.
As a result of the recent decline in oil prices, the Company has made
certain modifications to its capital expenditures budget for the remainder of
1998. The Company has budgeted approximately $46.6 million for the second half
of 1998 for expenditures on oil and gas properties it now owns. Significant
investments are planned at the Vermilion Block 255, Clovelly, Eugene Island
Block 243 and South Pelto Block 23 Fields. The planned development operations
include projects which seek to increase cash flow from proved reserves and
provide additions to the Company's reserve base. It is anticipated that these
investments will be funded from a combination of available working capital, cash
flow from operations and borrowings under the bank credit facility.
The Company is in the process of evaluating a number of opportunities
to acquire reserves, although no future acquisitions can be assured. One or a
combination of certain of these possible transactions could fully utilize the
sources of capital currently available to the Company. If these opportunities
materialize, the Company intends to explore a variety of options to finance
these new projects, including nonrecourse financing, sales of non-strategic
properties and joint venture financing.
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In attempting to maximize stockholder value, the Company will continue
to contrast and compare the cost of debt financing with the potential dilution
of equity offerings. The Company's goal is to maintain a relatively low level of
bank debt because of the volatility of oil and gas prices.
Although the Company has no current plans to access the public markets
for purposes of entering into an underwritten equity financing, it would
consider such funding sources if the amount of capital needed for its
acquisition and development activities increased significantly or if total debt
reached an unacceptable level. Availability of these sources of capital and the
Company's ability to access new opportunities will depend upon a number of
factors, some of which are beyond the control of the Company.
FORWARD-LOOKING STATEMENTS. Certain of the statements in this Form 10-Q
are "forward- looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
facts included in this Form 10-Q, regarding budgeted capital expenditures,
increases in oil and gas production, the Company's financial position, business
strategy and other plans and objectives 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 are disclosed under "Risk Factors" and elsewhere in the Company's
1997 Form 10-K. Should one or more of these risks or uncertainties occur, or
should underlying assumptions prove incorrect, the Company's actual results and
plans for the remainder of 1998 and beyond could differ materially from those
expressed in forward-looking statements. 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 such factors.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of stockholders held on May 14, 1998, three Class
II Directors, B.J. Duplantis, Michael L. Finch, and John P. Laborde, were
elected to serve until the annual meeting of stockholders in the year 2001. B.J.
Duplantis received the vote of 12,899,571 shares with the vote of 30,241 shares
withheld, Michael L. Finch received the vote of 12,899,971 shares with the vote
of 29,841 shares withheld, and John P. Laborde received the vote of 12,899,421
shares with the vote of 30,391 shares withheld. No other Director was standing
for election. James H. Stone, Joe R. Klutts, and Robert A. Bernhard are Class
III Directors whose terms expire with the 1999 annual meeting of stockholders.
D. Peter Canty, Raymond B. Gary, and David R. Voelker are Class I Directors
whose terms expire with the 2000 annual meeting of stockholders.
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A management proposal to ratify the appointment of Arthur Andersen LLP
by the Board of Directors as independent auditors to the Company for the year
1998 was approved. The vote was 12,915,986 shares for, 4,200 shares against, and
9,626 shares abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27.1- Financial Data Schedule
(b) There were no reports on Form 8-K filed for the three months
ended June 30, 1998.
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SIGNATURE
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.
STONE ENERGY CORPORATION
Date: August 11, 1998 By: /s/ Michael L. Finch
----------------------
Michael L. Finch
Executive Vice President and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
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