1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
BARGO ENERGY COMPANY
(Exact name of small business issuer as specified in its charter)
Texas 0-8609 87-0239185
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
700 Louisiana, Suite 3700
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713)236-9792
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The Company had approximately 87,933,000 shares of common stock, par value $0.01
per share, issued and outstanding as of May 14, 2001.
Transitional Small Business Disclosure Format (Check One): Yes No X
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2
PART I
FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. However, in the opinion of
management, all adjustments (which consist only of normal recurring adjustments)
necessary to present fairly the financial position and results of operations for
the periods presented have been made. These consolidated financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Company's Form 10-KSB filing for the year ended
December 31, 2000.
3
BARGO ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
(Unaudited)
(in thousands)
March 31, 2001 December 31, 2000
-------------- -----------------
CURRENT ASSETS
Cash and cash equivalents $ 63 $ 6,737
Trade accounts receivable, no allowance for
doubtful accounts considered necessary:
Joint interest billings 859 525
Accrued oil and gas sales 13,157 21,495
Due from affiliates 29 0
-------- --------
TOTAL CURRENT ASSETS 14,108 28,757
-------- --------
PROPERTY AND EQUIPMENT
Oil and gas properties, full cost method 131,917 178,561
Other 878 830
-------- --------
TOTAL PROPERTY AND EQUIPMENT 132,795 179,391
Less accumulated depletion, depreciation
and amortization (27,924) (24,727)
-------- --------
NET PROPERTY AND EQUIPMENT 104,871 154,664
DEFERRED TAX ASSET 1,108 0
-------- --------
OTHER ASSETS
Goodwill, net of accumulated amortization of
$458 and $408 respectively 1,542 1,592
Loan costs, net of accumulated amortization of
$1,243 and $2,422 respectively 2,476 7,189
Other 640 3,295
-------- --------
TOTAL OTHER ASSETS 4,658 12,076
------- --------
TOTAL ASSETS $124,745 $195,497
======== ========
The accompanying notes are an integral part of these financial statements.
4
BARGO ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)
March 31, 2001 December 31, 2000
-------------- -----------------
CURRENT LIABILITIES
Trade accounts payable 7,181 7,915
Accrued oil and gas proceeds payable 2,685 5,384
Accrued interest payable 49 419
Accrued income taxes payable 11,842 10,966
Advance from related party 0 396
Due to affiliates 191 0
-------- --------
TOTAL CURRENT LIABILITIES 21,948 25,080
-------- --------
LONG TERM DEBT, less current portion 20,000 85,000
-------- --------
DEFERRED TAX LIABILITY 0 6,115
-------- --------
REDEEMABLE PREFERRED STOCK, 10% cumulative; $.01
par value; 10,000,000 shares authorized as of
March 31, 2001 and December 31, 2000, respectively;
5,000,000 shares outstanding as of March 31, 2001 and
December 31, 2000, net of unamortized issuance costs 59,262 57,699
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; 200,000,000 shares
authorized as of March 31, 2001 and December 31, 2000,
respectively, and 87,932,726 shares issued and
outstanding as of March 31, 2001 and December 31, 2000. 921 921
Additional paid-in capital 6,878 6,878
Treasury stock (2,040) (2,040)
Retained earnings (deficit) 17,776 15,844
-------- --------
TOTAL STOCKHOLDERS' EQUITY 23,535 21,603
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $124,745 $195,497
======== ========
The accompanying notes are an integral part of these financial statements.
5
BARGO ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands except share and per share data)
Three Months Ended
March 31,
--------------------------
2001 2000
------- -------
REVENUES
Oil and gas sales $31,428 $10,805
------- -------
TOTAL REVENUES 31,428 10,805
------- -------
COSTS AND EXPENSES
Lease operations and production taxes 10,862 3,732
General and administrative 2,548 1,013
Depletion, depreciation and amortization 3,247 2,039
------ -------
TOTAL EXPENSES 16,657 6,784
------ -------
OTHER INCOME (EXPENSE)
Interest income 124 26
Interest expense (1,321) (925)
Loss on financial instruments (1,410) 0
------- -------
TOTAL OTHER INCOME AND (EXPENSE) (2,607) (899)
------- -------
INCOME BEFORE INCOME TAXES,
EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 12,164 3,122
------- -------
INCOME TAX BENEFIT (EXPENSE)
Current (12,704) (1,006)
Deferred 7,223 (181)
------- --------
TOTAL INCOME TAX BENEFIT (EXPENSE) (5,481) (1,187)
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NET INCOME (LOSS) BEFORE EXTRAORDINARY
ITEM AND CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 6,683 1,935
EXTRAORDINARY LOSS ON EXTINGUISHMENT OF
DEBT (NET OF TAX) 0 (1,051)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE (NET OF TAX) (3,187) 0
------- -------
NET INCOME 3,496 884
REDEEMABLE PREFERRED STOCK DIVIDENDS,
INCLUDING ACCRETION (1,563) (1,416)
------- -------
NET INCOME(LOSS)ALLOCABLE TO COMMON
SHAREHOLDERS $ 1,933 $ (532)
======= =======
EARNINGS (LOSS) PER COMMON SHARE -- BASIC
Net income per common share before
extraordinary item and cumulative effect
of change in accounting principle $ 0.06 $ 0.01
Net (loss) per common share from
extraordinary item 0.00 (0.02)
Net (loss) per common share from cumulative
effect of change in accounting principle (0.04) 0.00
------- -------
Net income (loss) per common share $ 0.02 $ (0.01)
======= =======
EARNINGS (LOSS) PER COMMON SHARE -- DILUTED
Net income per common share before
extraordinary item and cumulative effect
of change in accounting principle $ 0.05 $ 0.01
Net (loss) per common share from
extraordinary item 0.00 (0.02)
Net (loss) per common share from cumulative
effect of change in accounting principle $ (0.03) $ 0.00
------- -------
Net income (loss) per common share $ 0.02 $(0.01)
======= =======
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING
Basic 87,933,000 87,933,000
Diluted 102,996,000 103,428,000
The accompanying notes are an integral part of these financial statements.
6
BARGO ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
--------------------------
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,496 $ 884
Adjustments to reconcile net income to
net cash provided by operating activities:
Depletion, depreciation, and amortization 3,247 2,039
Amortization of debt issue costs 306 209
Loss on financial instruments 1,410 0
Cumulative effect of change in accounting
principle 5,140 0
Extraordinary loss on extinguishment of debt 0 1,696
Deferred income taxes (7,223) 181
-------- ---------
6,376 5,009
Change in working capital items:
Decrease in accounts receivable 8,004 1,832
Decrease(increase) in due from affiliates (29) 4
Increase (decrease) in accounts
payable and accrued liabilities (2,927) 1,976
Increase(decrease)in due to affiliates (205) 228
Other 510 (300)
-------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 11,729 8,749
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of oil and gas properties (1,000) (142,239)
Development costs (4,646) (1,210)
Proceeds from the sale of oil and gas
properties 52,290 0
Additions to property and equipment (47) (80)
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NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 46,597 (143,529)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 10,000 192,050
Repayment of long-term debt (75,000) (44,182)
Loan costs 0 (12,135)
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NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (65,000) 135,733
-------- ---------
NET INCREASE (DECREASE) IN CASH (6,674) 953
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,737 2,375
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 63 $ 3,328
======== =========
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest $ 1,387 $ 753
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Cash paid during the period for income taxes $ 9,875 $ -0-
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NONCASH ITEMS:
Dividends on redeemable preferred stock $ 1,563 $ 1,416
======== =========
The accompanying notes are an integral part of these financial statements.
7
BARGO ENERGY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: THE COMPANY AND ACCOUNTING PRINCIPLES
Bargo Energy Company (the "Company" or "Bargo") is engaged primarily in the
acquisition, development and production of oil and gas reserves and operation of
oil and gas wells.
The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries, Bargo Petroleum Corporation (BPC) and Future
Cal-Tex Corporation (FCT). Intercompany accounts and transactions are eliminated
in consolidation. All material adjustments, consisting only of normal recurring
adjustments that, in the opinion of management are necessary for a fair
statement of the results for the interim periods, have been reflected. These
interim financial statements should be read in conjunction with the annual
consolidated financial statements of the Company.
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Significant assumptions are
required in the valuation of proved oil and gas reserves which, as described
above, may affect the amounts at which oil and gas properties are recorded.
Actual results could differ from these estimates.
In June 1998 the Financial Accounting Standards Board issued SFAS 133
"Accounting for Derivative Instruments and Hedging Activities" (as amended by
SFAS 137 and SFAS 138). This standard was effective January 1, 2001 for Bargo.
SFAS 133 required that all derivative instruments be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if it is,
the type of hedge transaction. Upon adoption on January 1, 2001, the cumulative
effect of the adoption of this accounting pronouncement resulted in a non-cash
charge to net income of $3.2 million which is recorded in the consolidated
statement of operations for the three months ended March 31, 2001, and a
non-cash charge to other comprehensive income of $5.9 million (See Note 6). The
charge to other comprehensive income relates to certain oil and natural gas
hedges for the Coles Levee field which were entered into during the fourth
quarter of 2000 in anticipation of the sale of the field and have been
designated as cash flow hedges. On January 12, 2001 the Coles Levee field was
sold and these oil and natural gas derivatives were assigned to the buyer.
NOTE 2: PLANNED MERGER WITH BELLWETHER EXPLORATION COMPANY
On January 23, 2001, the Board of Directors of Bargo Energy Company
approved the merger of the Company into Bellwether Exploration Company
(Bellwether). According to the terms of the merger agreement, holders of Bargo
Energy Company common stock will receive $1.26 per share (if the average closing
price for the twenty trading days ending 3 days before closing, of Bellwether
common stock is between $7.00 and $9.00 per share). If the average closing price
of Bellwether common stock exceeds $9.00, Bargo stockholders will receive more,
and if the average closing price of Bellwether common stock is less than $7.00,
Bargo shareholders will receive less. Holders of Bargo common stock will receive
a combination of cash and Bellwether common stock as consideration. The
proportion of cash and stock will depend on the number of Bargo stock options
and warrants exercised prior to closing. Closing is expected to occur on May 16,
2001.
8
Unless the outstanding preferred stock described at Note 7 is redeemed
prior to the merger, Bargo preferred shareholders will receive $50 million, the
redemption price of the stock, and approximately $11.1 million in accrued and
unpaid dividends at May 16, 2001.
No effects from the planned merger are reflected in the financial
statements at March 31, 2001.
NOTE 3: OIL AND GAS PROPERTY ACQUISITIONS AND DISPOSITIONS
On January 12, 2001 Bargo sold all of its interests in the North and South
Coles Levee fields in Kern County, California, for $39.45 million in cash.
Proceeds from this sale were used to pay down existing indebtedness.
In addition on February 1, 2001, Bargo sold approximately 4% of its total
proved reserves at auction for $16.7 million. Proceeds from the auction sale
were used to pay down existing indebtedness
The following Bargo Energy Company pro forma information gives effect to
the Coles Levee divestiture referred to above (as reported on Form 8-K filed on
January 26, 2001) and the auction sale properties as if these had been disposed
of on January 1, 2000.
Three months ended
March 31,
2001 2000
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(amounts in thousands except per share amount)
Revenues $28,963 $9,925
Net income from continuing operations $ 6,763 $1,736
Net income per share from continuing operations-basic $ 0.06 $ 0.00
Net income per share from continuing operations-diluted $ 0.05 $ 0.00
NOTE 4: CREDIT AGREEMENT
Effective March 31, 2000, the Company entered into a syndicated credit
agreement ("Credit Agreement") with Chase Bank of Texas ("Chase") and several
other energy lending banks (all banks shall be referred to collectively as the
"Banks"), with Chase serving as administrative agent. Proceeds from the new
Credit Agreement were used to fully refinance the Company's previous bank
indebtedness and acquire properties from Texaco. Borrowings under the Credit
Agreement are secured by mortgages covering substantially all of the Company's
producing oil and gas properties. As required by the Credit Agreement, the
Company has hedged 75% of estimated oil production generated from the Texaco
Acquisition through 2001 (see Note 5). In accordance with the Credit Agreement
the Banks were paid various underwriting, administrative and advisory fees
totaling $4.38 million. The Credit Agreement provides for a total commitment
amount of $245 million, comprised of a revolving and a term facility. The total
commitment amount under the term facility was $45 million. The term facility was
to mature December 31, 2000, but was paid off in October 2000.
The total commitment amount under the revolving facility is $200 million
with a current borrowing base of $120 million ("Borrowing Base"). The revolving
facility matures March 31, 2003. Borrowings under the revolving facility as of
March 31, 2001 were $20.0 million. Under the revolving facility, the Company has
a choice of two different interest rates; the Base Rate or the LIBO Rate. The
Company may convert any portion of the outstanding debt from one interest rate
type to another in increments of $1 million. Since the term facility is
terminated, the applicable margin for borrowings under the revolving credit
facility are computed based on Borrowing Base utilization resulting in margins
ranging from 0%-.75% for Base Rate loans and 1.5%-2.25% for LIBO Rate loans.
9
In connection with the new Credit Agreement, the Company wrote off
$1,696,000 of loan costs related to the previously existing revolving credit
agreement in March 2000. Such amounts are shown separately, net of tax, as an
extraordinary item.
NOTE 5: HEDGING AND DERIVATIVE ACTIVITIES
The Company engages in certain hedging activities related to the purchase
and delivery of oil and gas in the future. In 2000, such activities were
accounted for in accordance with Statement of Financial Accounting
Standard No. 80, "Accounting for Futures Contracts" (SFAS 80) and as such the
losses on hedging contracts were included as a reduction of net revenues.
In 2000, collars were in place for portions of Bargo's oil production
through September 2000 at floors of $18.00 and ceilings of $20.75 and $23.08 per
Bbl. Contracted volumes totaled 50,200 Bbls per month declining each month to
42,000 Bbls. Beginning in October 2000 through September 2001 Bargo arranged to
have two swaps in place at $17.55 and $18.05 per Bbl. Contracted volumes totaled
41,350 Bbls per month declining to 34,300 Bbls per month. In December 2000,
Bargo unwound the swaps in place for 2001 for $2.7 million. Per FAS 80, the cost
to unwind was treated as an other asset at December 31, 2000 and the cost, net
of tax, was reflected in income based on the original hedge maturity dates. Such
amounts were written off upon adoption of SFAS 133 on January 1, 2001.
In addition Bargo entered into derivative contracts in the first quarter of
2000 in relation to the Texaco acquisition. Bargo was required to place a floor
on a portion of its production under the terms of its new credit agreement. The
instruments cover approximately 75% (or approximately 190,000 Bbls per month) of
estimated oil production related to the Texaco acquisition through calendar year
2001. Beginning in April 2000 through December 2000, Bargo had one contract in
place at a floor of $22 per Bbl. From January 2001 through December 2001, Bargo
has one contract in place at a floor of $21 per Bbl. Under SFAS 133, these
derivatives are required to be marked to market resulting in a charge of
$1.4 million for the three months ending March 31, 2001.
At December 31, 2000, the fair value and the carrying amount of these
derivative instruments were:
Fair Value Book Value
---------- ----------
($000's) ($000's)
$568.0 $568.0
In connection with Bargo's sale of the Coles Levee California properties in
December 2000, Bargo entered into oil and natural gas hedges. These hedges were
assigned to the buyer upon sale of the properties on January 12, 2001 and any
gain or loss on these hedges was reimbursed to Bargo as an adjustment to the
purchase price. As a result of the Coles Levee transaction, an adjustment was
made to other comprehensive income. See Note 6.
10
NOTE 6: OTHER COMPREHENSIVE INCOME
The following summarizes the activity in Accumulated other comprehensive
income for the three months ended March 31, 2001:
($000's)
Balance at December 31, 2000 $ -0-
Adoption of SFAS 133 -- impact of cash flow hedges (net of tax) 5,862
Sale of cash flow hedges (See Note 3) (5,862)
--------
Balance at March 31, 2001 $ -0-
========
There were no items affecting other comprehensive income for the three
months ended March 31, 2000.
NOTE 7: PREFERRED STOCK ISSUANCE
On May 14, 1999, the Company sold 5 million shares of a newly created class
of preferred stock, Cumulative Redeemable Preferred Stock, Series B (Preferred
Stock), to a group of investors in exchange for an aggregate purchase price of
$50 million. As additional consideration, the Company issued an aggregate of
43,815,810 shares of its common stock to the Investors equal to 40% of the
outstanding common stock (on a fully diluted basis). At the time of issuance of
the Preferred Stock, due to the financial condition of the Company and the
absence of stock transactions in the marketplace, the Company determined that
there was de minimus value to the common shares issued. If the Company redeems
all of the outstanding shares of Preferred Stock prior to June 14, 2001, the
Investors must sell back to the Company 6.5% of the shares of Common Stock
originally issued to the Investors.
Dividends on the Preferred Stock equal to 10% per annum are payable
quarterly. The dividend rate is subject to increase (but in no event to more
than 16%) or decrease (but in no event to less than 10%) based upon the
Company's ratio of assets to liabilities which is calculated on January 1 and
July 1 of each year or at such other time as requested by the Investors. The
dividend rate on the preferred stock was 10% in 2001 and 2000. The Preferred
Stock may be redeemed at any time by the Company and must be redeemed upon the
occurrence of certain events, including upon the fifth anniversary of the issue
date or upon a change of control. The Preferred Stock is redeemable for $50
million and unpaid cumulative dividends. A change of control is deemed to occur
upon any merger, reorganization, purchase or sale of more than 50% of the
Company's voting securities, the sale of substantially all of the assets of the
Company or at any time Tim Goff ceases to serve as the Company's Chief Executive
Officer. The Company is prohibited from taking certain actions, including
authorizing, creating or issuing any shares of capital stock, amending the
articles of incorporation of the Company and authorizing a merger or change of
control, without the consent of the holders of a majority of the outstanding
shares of Preferred Stock.
On January 23, 2001, the Company declared a dividend on all of the
Preferred Stock in the amount of all accrued and unpaid dividends through that
date ($9.3 million).
The Preferred Stock is expected to be redeemed in connection with the
merger described in Note 2.
11
NOTE 8: EARNINGS PER SHARE
Net income or loss per common share is based on the weighted average number
of common shares outstanding. In accordance with SFAS 128, "Earnings Per Share",
income available to common stockholders is reduced by the amount of dividends on
cumulative preferred stock and accretion of related stock issuance costs. The
Company's common stock equivalents consisted of stock options and warrants. The
calculation of weighted average number of common shares outstanding for the
three months ended March 31, 2001 is as follows:
Weighted average basic common shares outstanding 87,933,000
Options and warrants outstanding (Treasury Stock Method) 15,063,000
-----------
Weighted average fully diluted common and common equivalent
shares outstanding 102,996,000
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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This report includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements
other than statements of historical fact included in the Report (and the
exhibits hereto), including without limitation, statements regarding Bargo's
financial position and estimated quantities and net present values of reserves,
are forward looking statements. Bargo can give no assurances that the
assumptions upon which such statements are based will prove to have been
correct. Important factors that could cause actual results to differ materially
from Bargo's expectations ("Cautionary Statements") are disclosed in the section
"Risk Factors" included in Bargo's Forms 10-KSB and other periodic reports filed
under the Exchange Act, which are herein incorporated by reference. All
subsequent written and oral forward looking statements attributable to Bargo or
persons acting on its behalf are expressly qualified by the Cautionary
Statements.
THE COMPANY
Bargo is a domestic independent oil and gas developer and producer. Bargo's
revenues, profitability and future growth and the carrying value of its oil and
gas properties are substantially dependent on prevailing prices of oil and gas
and Bargo's ability to find, develop and acquire additional oil and gas reserves
that are economically recoverable. Bargo's ability to maintain or increase its
borrowing capacity and to obtain additional capital on attractive terms is also
influenced by oil and gas prices.
Bargo's operations have been significantly impacted by acquisitions and
dispositions of oil and gas properties. In March 2000, Bargo completed the
acquisition of properties from various subsidiaries of Texaco for a gross
purchase price of $161.1 million, before closing adjustments of approximately
$20 million. The purchase price continues to be subject to potential adjustment
pursuant to final accounting per the purchase and sale agreement(s). Estimated
net proved reserves attributable to the Texaco properties on January 1, 2000 was
53.8 MMBOE. The effective date of the purchase was January 1, 2000.
Bargo uses the full cost method of accounting for Bargo's investment in oil
and gas properties. Under the full cost method of accounting, all costs of
acquisition, exploration and development of oil and gas reserves are capitalized
into a "full cost pool." Oil and gas properties in the pool, plus estimated
future expenditures to develop proved reserves and future abandonment, site
remediation and dismantlement costs, are depleted and charged to operations
using the unit of production method based on the portion of current production
to total estimated proved recoverable oil and gas reserves. To the extent that
such capitalized cost (net of depreciation, depletion and amortization) exceed
the discounted future net cash flows on an after-tax basis of estimated proved
oil and gas reserves, such excess costs are charged to operations. Once
incurred, the write down of oil and gas properties is not reversible at a later
date even if oil or natural gas prices increase.
Bargo does not have a specific acquisition budget because of the
unpredictability of the timing and size of forthcoming acquisition activities.
There is no assurance that Bargo will be able to identify suitable acquisition
candidates in the future, or that Bargo will be successful in the acquisition of
producing properties. In order to finance any possible future acquisitions,
Bargo will either use borrowings available under its credit facility or Bargo
may seek to obtain additional debt or equity financing in the public or private
capital markets. Further, there can be no assurances that any future
acquisitions made by Bargo will be integrated successfully into Bargo's
operations or will achieve desired profitability objectives.
13
Bargo implements oil and gas hedges as it deems appropriate to ensure
minimum levels of cash flow or as market conditions are believed to create an
opportunity to increase cash flows.
At December 31, 1999 collars were in place for portions of Bargo's oil
production for October 1 through September 2000 at floors of $18.00 and ceilings
of $20.75 and $23.08 per Bbl. Contracted volumes totaled 50,200 Bbls per month
declining each month to 42,000 Bbls. Beginning in October 2000 through September
2001 Bargo arranged to have two swaps in place at $17.55 and $18.05 per Bbl.
Contracted volumes totaled 41,350 Bbls per month declining to 34,300 Bbls per
month. In December 2000, Bargo unwound the swaps in place for 2001 for $2.7
million. Per FAS 80, the cost to unwind is treated as an other asset at December
31, 2000 and the cost, net of tax, will be reflected in income based on the
original hedge maturity dates.
In addition to the hedges in place at December 31, 1999, Bargo entered into
derivative contracts in the first quarter of 2000 in relation to the Texaco
acquisition. Bargo was required to place a floor on a portion of its production
under the terms of its new credit agreement. The instruments cover approximately
75% (or approximately 190,000 Bbls per month) of estimated oil production
related to the Texaco acquisition through calendar year 2001. Beginning in April
2000 through December 2000, Bargo had one contract in place at a floor of $22
per Bbl. From January 2001 through December 2001, Bargo has one contract in
place at a floor of $21 per Bbl.
In connection with Bargo's sale of the Coles Levee California properties in
December 2000, Bargo entered into oil and natural gas hedges. These hedges were
assigned to the buyer upon sale of the properties on January 12, 2001 and any
gain or loss on these hedges was reimbursed to Bargo as an adjustment to the
purchase price.
STRATEGIC DEVELOPMENTS
On January 24, 2001, Bargo signed a merger agreement whereby Bellwether
Exploration Company will acquire Bargo for cash and stock. Under the agreement,
Bellwether will provide to Bargo common shareholders and option holders
approximately $60 million in cash and $80 million in Bellwether stock for an
implied consideration of $1.26 per fully diluted share not including the effect
of a price collar on the Bellwether Common Stock to be issued that is in place.
The number of shares will be determined by Bellwether's 20 day trading average
3 days prior to closing. On this basis, Bargo shareholders will receive at least
8.9 million Bellwether shares and no more than 11.4 million Bellwether shares.
The transaction is structured to be tax free with respect to the Bellwether
common stock issued to Bargo common shareholders. The transaction also includes
the assumption of Bargo's liabilities and the redemption of Bargo's preferred
stock for $50 million in cash plus accrued dividends. The new company is
expected to have a total pro forma market enterprise value of approximately $500
million. Under the merger agreement, Bellwether will have to arrange new credit
facilities to provide funding for the merger.
The closing of the merger agreement is subject to the approval of Bargo's
and Bellwether's shareholders and certain other matters. In that regard, holders
of a sufficient number of shares of Bargo common and preferred stock have agreed
to execute written consents in favor of the merger to approve the merger. The
merger is expected to close on May 16, 2001.
Bargo and Bellwether filed a joint proxy statement/prospectus dated April
24, 2001 and was being mailed to Bargo shareholders and Bellwether stockholders
on or about April 26, 2001. For more information concerning the merger, please
see the registration statement.
14
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998 the Financial Accounting Standards Board issued SFAS 133
"Accounting for Derivative Instruments and Hedging Activities" (as amended by
SFAS 137 and SFAS 138). This standard is effective for fiscal years beginning
after June 15, 2000 (January 1, 2001 for Bargo). SFAS 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. Upon adoption on January 1, 2001, the cumulative effect of the
adoption of this accounting pronouncement results in a non-cash charge to net
income of $3.2 million and a non-cash charge to other comprehensive income of
$5.9 million. The charge to other comprehensive income relates to certain oil
and natural gas hedges for the Coles Levee field which were entered into during
the fourth quarter in anticipation of the sale of the field and have been
designated as cash flow hedges. On January 12, 2001 the Coles Levee field was
sold and these oil and natural gas derivatives were assigned to the buyer.
RESULTS OF OPERATIONS
Comparison of Quarters Ended March 31, 2001 and 2000
Revenues. Total revenues increased 191% in 2001 to $31.4 million from
$10.8 million in 2000, primarily due to an increase in production from Bargo's
oil and gas property acquisitions. Production for the quarter ended March 31,
2001 increased by 527 MBOE, or 104%, to 1,035 MBOE versus the same period in
2000. This increased production is due to the Texaco acquisition which closed on
March 31, 2000 and the Coles Levee acquisition which closed on July 31, 2000.
The increase in revenues was also a result of an increase in average realized
commodity prices from $24.50 per mbl in the first quarter of 2000 to
$27.39 per mbl in 2001 and from $2.39 per Mcf in the first quarter of 2000
to $6.57 per Mcf in 2001.
Expenses. Production costs increased from $3.7 million in the three months
ended March 31, 2000 to $10.9 million in the three months ended March 31, 2001
due to increased production from the Texaco acquisition. General and
administrative expenses increased to $2.5 million from $1.0 million in 2000 due
to increased accounting costs associated with the Texaco acquisition as well as
legal and accounting costs incurred during the quarter ended March 31, 2001
in connection with the merger with Bellwether. Depreciation, depletion and
amortization for the quarter ended March 31, 2001 was $3.2 million or
$3.14 per BOE. For the quarter ended March 31, 2000, total depreciation,
depletion and amortization was $2.0 million or $4.01 per BOE. This decrease is
primarily a result of increased production volumes resulting from the Texaco
acquisition. Total interest expense for the quarter was $1.3 million compared to
$925,000 in 2000. Non-cash interest expense (amortization of debt issuance
costs) for the three months ended March 31, 2001 totaled $306,000 compared to
$209,000 in the same period in 2000.
Net Income. The Company had net income of $3,496,000 for the three months
ended March 31, 2001 compared to net income of $884,000 for the same period in
2000. Income before income taxes, extraordinary item and cumulative effect of
change in accounting principle increased to $12.2 million for the three months
15
ended March 31, 2001 compared to net income of $3.1 million for the comparable
period in 2000. For the quarter ended March 31, 2000, Bargo recognized an
extraordinary loss on extinguishment of debt of $1.0 million (net of tax)
related to the write-off of loan costs associated with Bargo's previously
existing credit facility. Upon adoption of SFAS 133 on January 1, 2001, Bargo
wrote off $3.2 million of costs associated with unwinding its oil swaps in
December 2000 which were still carried as an asset per FAS 80 as of December 31,
2000. After taking into account accrued but unpaid dividends and accretion of
stock issuance costs of $1.6 million for the quarter ended March 31, 2001 versus
$1.4 million in 2000, income available to common shareholders increased from a
loss of $532,000 in 2000 to income of $1.9 million in 2001.
LIQUIDITY AND CAPITAL RESOURCES
Bargo's primary sources of capital are its cash flows from operations,
borrowings and issuance of debt and equity securities.
Operating activities of Bargo during the three months ended March 31, 2001
provided net cash of $11,729,000. In the same period during 2000, operations
provided net cash of $8,749,000. The increase is due to the Company's
acquisition activity along with higher commodity prices during 2001. Investing
activities in the three months ended March 31, 2001, provided net cash of
$46,597,000, due to the sale of oil and gas properties (Coles Levee and various
non strategic assets). Financing activities in the three months ended March 31,
2001 used net cash of $65 million primarily due to the repayment of long term
debt from property sale proceeds and operating cash flow.
At March 31, 2001, the Company had a working capital deficit of
$7.8 million, which was an $11.5 million decrease from the $3.7 million of
working capital that the Company had as of December 31, 2000. The decrease
in working capital as of March 31, 2001 is primarily due to a decrease in
accrued oil and gas receivables which are offset by decreased payables,
including an increase in accrued income taxes payable.
Effective March 31, 2000, Bargo entered into a new credit agreement with
Chase Bank of Texas and several other energy lending banks, with Chase serving
as the administrative agent. Borrowings under the credit facility are secured by
mortgages covering substantially all of Bargo's producing oil and gas
properties. The credit agreement provides a commitment amount of $200 million
with a current borrowing base of $120 million which became effective March 1,
2001 in connection with Bargo's sale of non-core properties in February 2001.
In addition to the $200 million commitment, the credit facility also provided
for a $45 million term loan which was scheduled to mature 9 months from the
closing date. Bargo received commitments from several of its current
stockholders to purchase preferred stock, and also received a commitment from
one of its lenders to convert a portion of the loan into preferred stock, in an
amount sufficient in the aggregate to repay this term loan in full. These
commitments to purchase preferred stock at maturity of the term loan also
provided for the issuance of common stock. Utilizing availability under the
revolving credit facility, Bargo repaid the term loan in full on
October 10, 2000.
Bargo has a choice of two different interest rates under the credit
facility; the Base Rate (which is the higher of the lender's "Prime Rate" or the
Federal Funds Rate plus .5%)or the LIBO Rate plus an applicable margin. The
applicable margin is computed based on Borrowing Base utilization ranging from
0%-.75% for Base Rate loans and 1.5%-2.25% for LIBO Rate loans. Bargo may
convert any portion of the outstanding debt from one interest rate type to
another in increments of $1,000,000 with a minimum transfer amount of
$1,000,000.
16
As of December 31, 2000 borrowings under the credit facility were
$85,000,000. As of March 31, 2001, Bargo had $20 million outstanding under the
credit facility and $100 million of unused commitment immediately available.
Bargo used proceeds from the sale of its California Coles Levee properties in
January 2001 and proceeds from non-strategic assets sold in February 2001 along
with operating cash flow to pay down existing bank indebtedness.
Bargo issued 5 million shares of its Cumulative Redeemable Preferred Stock,
Series B in a May 1999 private placement. In connection with this transaction,
Bargo issued an aggregate of 43,815,810 shares of its common stock to the
investors in the private placement, equal to 40% of Bargo's then outstanding
common stock (on a fully diluted basis). Bargo has the right, however, to
repurchase 2,738,488 shares of the common stock issued to the investors if
Bargo redeems all of the outstanding shares of the preferred stock prior to
June 14, 2001.
The preferred stock accrues dividends equal to 10% per annum and are
payable quarterly. The dividend rate is subject to increase (but in no event to
more than 16%) or decrease (but in no event to less than 10%) based upon Bargo's
ratio of assets to liabilities, which is calculated on January 1 and July 1 of
each year or at such other time as requested by the investors. Bargo may redeem
the preferred stock at any time and must redeem it upon the occurrence of
certain events, including upon the fifth anniversary of the issue date or upon
a change of control. A change of control is deemed to occur upon any merger,
reorganization, purchase or sale of more than 50% of Bargo's voting securities,
the sale of substantially all of the assets of Bargo or at any time Tim Goff
ceases to serve as Bargo's Chief Executive Officer. Bargo is prohibited from
taking certain actions, including authorizing, creating or issuing any shares of
capital stock, amending the articles of incorporation of Bargo and authorizing
a merger or change of control, without the consent of the holders of a majority
of the outstanding shares of Preferred Stock.
Bargo currently intends to redeem the preferred stock in connection with
the merger.
INFLATION
Bargo's activities have not been, and in the near term are not expected to
be, materially affected by inflation. Bargo's oil exploration and production
activities are generally affected by prevailing prices for oil, however.
17
- -------------------------------------------------------------------------------
PART II
OTHER INFORMATION
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------------
(a) Exhibits.
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
2. Plan of acquisition, reorganization,
arrangement, liquidation or succession
2.1 Purchase and Sale Agreement between Texaco
Exploration & Production Inc. and Bargo
Petroleum Corporation (Incorporated by reference
from Exhibit 2.1 to Bargo's Current Report on
Form 8-K dated March 31, 2000, filed with the
Securities and Exchange Commission on April 17,
2000) *
2.2 Asset Purchase Agreement between Four Star Oil
& Gas Company and Bargo Petroleum Corporation
(Incorporated by reference from Exhibit 2.2
to Bargo's Current Report on Form 8-K dated
March 31, 2000, filed with the Securities and
Exchange Commission on April 17, 2000) *
2.3 Asset Purchase Agreement between McFarland
Energy, Inc. and Bargo Petroleum Corporation
(Incorporated by reference from Exhibit 2.3
to Bargo's Current Report on Form 8-K dated
March 31, 2000, filed with the Securities and
Exchange Commission on April 17, 2000 and as
amended by Bargo's Current Report on Form
8-KA dated March 31, 2000 filed with the
Securities and Exchange Commission on May 26,
2000.) *
2.4 Purchase and Sale Agreement dated November 10,
2000 between Future Cal-Tex Corporation and
Merit Partners, L.P. and Merit Energy
Partners III, L.P. (Incorporated by reference
from Exhibit 2.1 to Bargo's Current Report on
Form 8-K dated January 12, 2001, filed with
the Securities and Exchange Commission on
January 26, 2001)
2.5 Agreement and Plan of Merger, dated as of
January 24, 2001, by and between Bargo Energy
Company and Bellwether Exploration Company
(Incorporated by reference from Exhibit 2.1
to Bargo's Current Report on Form 8-K dated
January 24, 2001, filed with the Securities
and Exchange Commission on January 25, 2001)
3. Articles of Incorporation and By-laws
3.1 Articles of Incorporation of Bargo Energy
Company (Incorporated
18
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
by reference from Exhibit 3.1 to Bargo's
Current Report on Form 8-K dated April 26,
1999, filed with the Securities and Exchange
Commission on April 29, 1999)
3.2 Agreement and Plan of Merger, dated as of April
6, 1999 between Future Petroleum Corporation
and FPT Corporation (Incorporated by
reference from Exhibit 2.1 to Bargo's Current
Report on Form 8-K dated April 26, 1999,
filed with the Securities and Exchange
Commission on April 29, 1999)
3.3 By-laws of Bargo Energy Company (Incorporated
by reference from Exhibit 3.2 to Bargo's
Current Report on Form 8-K dated April 26,
1999, filed with the Securities and Exchange
Commission on April 29, 1999)
3.4 Amendment to Bargo Energy Company By-laws
(Incorporated by reference from Exhibit 3.4
to Bargo's Quarterly Report on Form 10-QSB
for the period ended March 31, 1999, filed
with the Securities and Exchange Commission
on May 21, 1999)
3.5 Articles of Amendment to the Articles of
Incorporation of Bargo Energy Company
(Incorporated by reference from Exhibit 3.5
to Bargo's Quarterly report on Form 10-QSB
for the period ended March 31, 2000 filed
with the SEC on May 15, 2000.)
4. Instruments defining the rights of security
holders
4.1 Certificate of Designations of Cumulative
Redeemable Preferred Stock, Series B
(Incorporated by reference from Exhibit 4.1
to Bargo's Quarterly Report on Form 10-QSB
for the period ended March 31, 1999, filed
with the Securities and Exchange Commission
on May 21, 1999)
4.2 Certificate of Designations of Cumulative
Redeemable Preferred Stock, Series C
(Incorporated by reference from Exhibit 3.5
to Bargo's Quarterly report on Form 10-QSB
for the period ended March 31, 2000 filed
with the SEC on May 15, 2000.)
10. Material Contracts
10.1 Subscription Agreement dated March 31, 2000,
among Bargo Energy Company, Energy Capital
Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne
Anderson Energy Fund, L.P., BancAmerica
Capital Investors SBIC I, L.P., Eos Partners,
L.P., Eos Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II LLC.
(Incorporated by reference from Exhibit 10.1
to Bargo's Current Report on Form 8-K dated
March 31, 2000, filed with the Securities and
Exchange Commission on April 17, 2000)
10.2 First Amendment to Second Amended and
Restated Shareholders' Agreement, dated March
31, 2000, among Bargo Energy Company, B. Carl
Price, Don Wm. Reynolds, Energy
19
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
Capital Investment Company PLC, EnCap Equity
1994 Limited Partnership, BER Partnership
L.P., TJG Investments, Inc., BEC Partnership,
BOC Operating Corporation, Inc., Tim J. Goff,
Thomas Barrow, James E. Sowell, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners
II LLC. (Incorporated by reference from
Exhibit 10.2 to Bargo's Current Report on
Form 8-K dated March 31, 2000, filed with the
Securities and Exchange Commission on April 17,
2000)
10.3 Third Amendment to Registration Rights
Agreement dated March 31, 2000 among Energy
Capital Investment Company PLC, EnCap Equity
1994 Limited Partnership, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners
II LLC. (Incorporated by reference from
Exhibit 10.3 to Bargo's Current Report on
Form 8-K dated March 31, 2000, filed with the
Securities and Exchange Commission on April 17,
2000)
10.4 First Amendment to Stock Purchase Agreement
dated March 31, 2000, among Energy Capital
Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne
Anderson Energy Fund, L.P., BancAmerica
Capital Investors SBIC I, L.P., Eos Partners,
L.P., Eos Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II LLC and
Bargo Energy Company. (Incorporated by
reference from Exhibit 10.4 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.5 Assignment, Acknowledgment, Consent and Waiver
dated March 31, 2000, among Bargo Energy
Company, Energy Capital Investment Company
PLC, EnCap Energy Capital Fund III-B, L.P.,
BOCP Energy Partners, L.P., EnCap Energy
Capital Fund III, L.P., Kayne Anderson Energy
Fund, L.P., BancAmerica Capital Investors
SBIC I, L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners SBIC II,
L.P., SGC Partners II LLC, and Chase Bank of
Texas, National Association. (Incorporated by
reference from Exhibit 10.5 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.6 Escrow Agreement dated March 31, 2000, among
Bargo Energy Company, Energy Capital
Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., EnCap Equity 1994, L.P.,
BOCP Energy Partners, L.P., EnCap Energy
Capital Fund III, L.P., Kayne Anderson Energy
Fund, L.P., BancAmerica Capital Investors
SBIC I, L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners SBIC II,
L.P., SGC Partners II LLC, and Chase Bank of
Texas, National Association. (Incorporated by
reference from Exhibit 10.6 to Bargo's
Current Report on Form 8-K dated March 31,
2000,
20
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
filed with the Securities and Exchange
Commission on April 17, 2000)
10.7 Acknowledgment and Consent dated March 31,
2000, among Bargo Energy Company, Energy
Capital Investment Company PLC, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Capital
Partners II LLC. (Incorporated by reference
from Exhibit 10.7 to Bargo's Current Report
on Form 8-K dated March 31, 2000, filed with
the Securities and Exchange Commission on
April 17, 2000)
10.8 Indemnification Agreement dated March 31,
2000, among Bargo Energy Company, Energy
Capital Investment Company PLC, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., SGC Partners II
LLC, and Bankers Trust Company. (Incorporated
by reference from Exhibit 10.8 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.9 Consent to Amendment to Registration Rights
Agreement by TJG Investments, Inc., BEC
Partnership, BER Partnership, L.P., BOC
Operating Corporation, Tim J. Goff, Thomas
Barrow, James E. Sowell, B. Carl Price, Don
Wm. Reynolds, Christie Price, Robert Price
and Charles D. Laudeman. (Incorporated by
reference from Exhibit 10.9 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.10 Credit Agreement dated March 31, 2000, among
Bargo Energy Company, Chase Bank of Texas
National Association, as administrative
agent, Bankers Trust Company, as syndication
agent and the other agents and lenders
signatory thereto. (Incorporated by reference
from Exhibit 10.10 to Bargo's Current Report
on Form 8-K dated March 31, 2000, filed with
the Securities and Exchange Commission on
April 17, 2000)
11. Statement regarding computation of per
share earnings (1)
15. Letter on unaudited interim financial
information (1)
18. Letter on change in accounting principles (1)
21. Subsidiaries of the Registrant (2)
22. Published report regarding matters
submitted to vote (1)
23. Consents of experts and counsel (1)
21
EXHIBIT NUMBER TITLE OF DOCUMENT
24. Power of attorney (1)
27. Financial data schedule (1)
99. Additional exhibits (1)
- ----------------------------------
[FN]
(1) Inapplicable to this filing.
(2) Included herewith.
* Confidential treatment has been requested.
</FN>
(b) REPORTS ON FORM 8-K.
During the first quarter ended March 31, 2001, Bargo filed reports on Form
8-K as follows:
DATE OF EVENT REPORTED ITEM REPORTED
- ------------------------------------ -----------------------------
January 25, 2001 Item 5. Other Event
January 26, 2001 Item 2. Acquisition or Disposition
of Assets
- -------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
BARGO ENERGY COMPANY
(Registrant)
Dated: May 15, 2001 By: /s/ Jonathan M. Clarkson
------------------------------------
Jonathan M. Clarkson,
On behalf of the Registrant and
as President
22
The following exhibits are included as part of this report:
EXHIBIT INDEX
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
2. Plan of acquisition, reorganization,
arrangement, liquidation or succession
2.1 Purchase and Sale Agreement between Texaco
Exploration & Production Inc. and Bargo
Petroleum Corporation (Incorporated by
reference from Exhibit 2.1 to Bargo's Current
Report on Form 8-K dated March 31, 2000,
filed with the Securities and Exchange
Commission on April 17, 2000) *
2.2 Asset Purchase Agreement between Four Star
Oil & Gas Company and Bargo Petroleum
Corporation (Incorporated by reference from
Exhibit 2.2 to Bargo's Current Report on Form
8-K dated March 31, 2000, filed with the
Securities and Exchange Commission on April 17,
2000) *
2.3 Asset Purchase Agreement between McFarland
Energy, Inc. and Bargo Petroleum Corporation
(Incorporated by reference from Exhibit 2.3
to Bargo's Current Report on Form 8-K dated
March 31, 2000, filed with the Securities and
Exchange Commission on April 17, 2000 and as
amended by Bargo's Current Report on Form
8-KA dated March 31, 2000 filed with the
Securities and Exchange Commission on May 26,
2000.) *
2.4 Purchase and Sale Agreement dated November 10,
2000 between Future Cal-Tex Corporation
and Merit Partners, L.P. and Merit Energy
Partners III, L.P. (Incorporated by reference
from Exhibit 2.1 to Bargo's Current Report on
Form 8-K dated January 12, 2001, filed with
the Securities and Exchange Commission on
January 26, 2001)
2.5 Agreement and Plan of Merger, dated as of
January 24, 2001, by and between Bargo Energy
Company and Bellwether Exploration Company
(Incorporated by reference from Exhibit 2.1
to Bargo's Current Report on Form 8-K dated
January 24, 2001, filed with the Securities
and Exchange Commission on January 25, 2001)
3. Articles of Incorporation and By-laws
3.1 Articles of Incorporation of Bargo Energy
Company (Incorporated by reference from
Exhibit 3.1 to Bargo's Current Report on Form
8-K dated April 26, 1999, filed with the
Securities and Exchange Commission on April 29,
1999)
3.2 Agreement and Plan of Merger, dated as of
April 6, 1999 between Future Petroleum
Corporation and FPT Corporation (Incorporated
by reference from Exhibit 2.1 to Bargo's
Current Report on Form 8-K dated April 26,
1999, filed with the Securities and Exchange
Commission on April 29, 1999)
3.3 By-laws of Bargo Energy Company (Incorporated
by reference
23
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
from Exhibit 3.2 to Bargo's Current Report
on Form 8-K dated April 26, 1999, filed
with the Securities and Exchange Commission
on April 29, 1999)
3.4 Amendment to Bargo Energy Company By-laws
(Incorporated by reference from Exhibit
3.4 to Bargo's Quarterly Report on Form
10-QSB for the period ended March 31, 1999,
filed with the Securities and Exchange
Commission on May 21, 1999)
3.5 Articles of Amendment to the Articles of
Incorporation of Bargo Energy Company
(Incorporated by reference from Exhibit 3.5
to Bargo's Quarterly report on Form 10-QSB
for the period ended March 31, 2000 filed
with the SEC on May 15, 2000.)
4. Instruments defining the rights of security
holders
4.1 Certificate of Designations of Cumulative
Redeemable Preferred Stock, Series B
(Incorporated by reference from Exhibit 4.1
to Bargo's Quarterly Report on Form 10-QSB
for the period ended March 31, 1999, filed
with the Securities and Exchange Commission
on May 21, 1999)
4.2 Certificate of Designations of Cumulative
Redeemable Preferred Stock, Series C
(Incorporated by reference from Exhibit 3.5
to Bargo's Quarterly report on Form 10-QSB
for the period ended March 31, 2000 filed
with the SEC on May 15, 2000.)
10. Material Contracts
10.1 Subscription Agreement dated March 31, 2000,
among Bargo Energy Company, Energy Capital
Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne
Anderson Energy Fund, L.P., BancAmerica
Capital Investors SBIC I, L.P., Eos Partners,
L.P., Eos Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II LLC.
(Incorporated by reference from Exhibit 10.1
to Bargo's Current Report on Form 8-K dated
March 31, 2000, filed with the Securities and
Exchange Commission on April 17, 2000)
10.2 First Amendment to Second Amended and
Restated Shareholders' Agreement, dated March
31, 2000, among Bargo Energy Company, B. Carl
Price, Don Wm. Reynolds, Energy Capital
Investment Company PLC, EnCap Equity 1994
Limited Partnership, BER Partnership L.P.,
TJG Investments, Inc., BEC Partnership, BOC
Operating Corporation, Inc., Tim J. Goff,
Thomas Barrow, James E. Sowell, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners
II LLC. (Incorporated by reference from
Exhibit 10.2 to Bargo's Current Report on
Form 8-K dated March 31, 2000, filed with the
24
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
Securities and Exchange Commission on April 17,
2000)
10.3 Third Amendment to Registration Rights
Agreement dated March 31, 2000 among Energy
Capital Investment Company PLC, EnCap Equity
1994 Limited Partnership, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners
II LLC. (Incorporated by reference from
Exhibit 10.3 to Bargo's Current Report on
Form 8-K dated March 31, 2000, filed with the
Securities and Exchange Commission on April 17,
2000)
10.4 First Amendment to Stock Purchase Agreement dated
March 31, 2000, among Energy Capital
Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne
Anderson Energy Fund, L.P., BancAmerica
Capital Investors SBIC I, L.P., Eos Partners,
L.P., Eos Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II LLC and
Bargo Energy Company. (Incorporated by
reference from Exhibit 10.4 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.5 Assignment, Acknowledgment, Consent and
Waiver dated March 31, 2000, among Bargo
Energy Company, Energy Capital Investment
Company PLC, EnCap Energy Capital Fund III-B,
L.P., BOCP Energy Partners, L.P., EnCap
Energy Capital Fund III, L.P., Kayne Anderson
Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P.,
Eos Partners SBIC, L.P., Eos Partners SBIC
II, L.P., SGC Partners II LLC, and Chase Bank
of Texas, National Association. (Incorporated
by reference from Exhibit 10.5 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.6 Escrow Agreement dated March 31, 2000, among
Bargo Energy Company, Energy Capital
Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., EnCap Equity 1994, L.P.,
BOCP Energy Partners, L.P., EnCap Energy
Capital Fund III, L.P., Kayne Anderson Energy
Fund, L.P., BancAmerica Capital Investors
SBIC I, L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners SBIC II,
L.P., SGC Partners II LLC, and Chase Bank of
Texas, National Association. (Incorporated by
reference from Exhibit 10.6 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.7 Acknowledgment and Consent dated March 31,
2000, among Bargo Energy Company, Energy
Capital Investment Company PLC, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Capital
Partners II LLC. (Incorporated by
25
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
reference from Exhibit 10.7 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.8 Indemnification Agreement dated March 31,
2000, among Bargo Energy Company, Energy
Capital Investment Company PLC, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P.,
Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., SGC Partners II
LLC, and Bankers Trust Company. (Incorporated
by reference from Exhibit 10.8 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.9 Consent to Amendment to Registration Rights
Agreement by TJG Investments, Inc., BEC
Partnership, BER Partnership, L.P., BOC
Operating Corporation, Tim J. Goff, Thomas
Barrow, James E. Sowell, B. Carl Price, Don
Wm. Reynolds, Christie Price, Robert Price
and Charles D. Laudeman. (Incorporated by
reference from Exhibit 10.9 to Bargo's
Current Report on Form 8-K dated March 31,
2000, filed with the Securities and Exchange
Commission on April 17, 2000)
10.10 Credit Agreement dated March 31, 2000, among
Bargo Energy Company, Chase Bank of Texas
National Association, as administrative
agent, Bankers Trust Company, as syndication
agent and the other agents and lenders
signatory thereto. (Incorporated by reference
from Exhibit 10.10 to Bargo's Current Report
on Form 8-K dated March 31, 2000, filed with
the Securities and Exchange Commission on
April 17, 2000)
11. Statement regarding computation of per
share earnings (1)
15. Letter on unaudited interim financial
information (1)
18. Letter on change in accounting principles (1)
21. Subsidiaries of the Registrant (2)
22. Published report regarding matters
submitted to vote (1)
23. Consents of experts and counsel (1)
24. Power of attorney (1)
27. Financial data schedule (1)
99. Additional exhibits (1)
[FN]
(1) Inapplicable to this filing.
(2) Included herewith.
* Confidential treatment has been requested.
</FN>