1
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 March 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-12074
_______________________________
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 May 8, 1996 there were 11,792,349 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
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TABLE OF CONTENTS
PAGE
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PART I
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
as of March 31, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statement of Operations
for the Three Months Ended March 31, 1996 and 1995 . . . . . . . . . . . . . . 2
Condensed Consolidated Statement of Cash Flows
for the Three Months Ended March 31, 1996 and 1995 . . . . . . . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . 4
Auditors' Review Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . 7
PART II
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
March 31, December 31,
ASSETS 1996 1995
-------- --------
(UNAUDITED)
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 5,316 $ 6,286
Marketable securities, at market . . . . . . . . . . . . 11,639 10,232
Accounts receivable . . . . . . . . . . . . . . . . . . . 8,910 7,336
Other current assets . . . . . . . . . . . . . . . . . . 557 612
-------- --------
Total current assets . . . . . . . . . . . . . . . . . 26,422 24,466
Oil and gas properties, net:
Proved . . . . . . . . . . . . . . . . . . . . . . . . . 110,140 108,820
Unevaluated . . . . . . . . . . . . . . . . . . . . . . . 2,428 2,428
Building and land, net of accumulated depreciation . . . . . 3,267 3,284
Other assets, net . . . . . . . . . . . . . . . . . . . . . . 545 462
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . $142,802 $139,460
======== ========
LIABILITIES AND EQUITY
Current liabilities - accounts payable and
accrued liabilities . . . . . . . . . . . . . . . . . . . $ 17,212 $ 19,087
Long-term loans . . . . . . . . . . . . . . . . . . . . . . . 47,735 47,754
Deferred tax liability . . . . . . . . . . . . . . . . . . . 7,394 5,413
Other long-term liabilities . . . . . . . . . . . . . . . . . 272 279
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . 72,613 72,533
-------- --------
Common stock . . . . . . . . . . . . . . . . . . . . . . . . 118 118
Additional paid in capital . . . . . . . . . . . . . . . . . 52,157 52,157
Retained earnings . . . . . . . . . . . . . . . . . . . . . . 17,914 14,652
-------- --------
Total equity . . . . . . . . . . . . . . . . . . . . . 70,189 66,927
-------- --------
Total liabilities and equity . . . . . . . . . . . . . $142,802 $139,460
======== ========
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended
March 31,
----------------------------
1996 1995
------- -------
REVENUES
Oil and gas production . . . . . . . . . . . . . . . . . $14,687 $ 7,815
Overhead reimbursements and management fees . . . . . . . 176 101
Other income . . . . . . . . . . . . . . . . . . . . . . 230 260
------- -------
Total revenues . . . . . . . . . . . . . . . . . . . . 15,093 8,176
------- -------
EXPENSES
Normal lease operating expenses . . . . . . . . . . . . . 1,982 1,353
Major maintenance expenses . . . . . . . . . . . . . . . 260 23
Production taxes . . . . . . . . . . . . . . . . . . . . 746 596
Depreciation, depletion and amortization . . . . . . . . 5,020 3,457
Interest . . . . . . . . . . . . . . . . . . . . . . . . 790 417
Salaries, general and administrative . . . . . . . . . . 852 831
Incentive compensation plan . . . . . . . . . . . . . . . 139 140
------- -------
Total expenses . . . . . . . . . . . . . . . . . . . . 9,789 6,817
------- -------
Net income before income taxes . . . . . . . . . . . . . . . 5,304 1,359
------- -------
Provision for income taxes
Current . . . . . . . . . . . . . . . . . . . . . . . . . 61 -
Deferred . . . . . . . . . . . . . . . . . . . . . . . . 1,981 523
------- -------
2,042 523
------- -------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,262 $ 836
======= =======
Primary and fully diluted earnings per share:
Net income per share . . . . . . . . . . . . . . . . . $ 0.27 $ 0.07
======= =======
Average shares outstanding . . . . . . . . . . . . . . 11,875 11,839
======= =======
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended
March 31,
-----------------------------
1996 1995
------- --------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 3,262 $ 836
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization . . . . . 5,020 3,457
Provision for deferred income taxes . . . . . . . . 1,981 523
------- --------
10,263 4,816
Increase in marketable securities . . . . . . . . . (1,407) (722)
(Increase) decrease in accounts receivable . . . . (1,574) 1,651
Decrease in other current assets . . . . . . . . . 55 17
Increase (decrease) in accrued liabilities . . . . 1,498 (1,847)
Other . . . . . . . . . . . . . . . . . . . . . . . (6) (34)
------- --------
Net cash provided by operating activities . . . . . . . . . . 8,829 3,881
------- --------
Cash flows from investing activities:
Investment in oil and gas properties . . . . . . . . . . . (9,653) (10,230)
Other asset additions . . . . . . . . . . . . . . . . . . (129) (67)
------- --------
Net cash used in investing activities . . . . . . . . . . . . (9,782) (10,297)
------- --------
Cash flows from financing activities:
Proceeds from borrowings . . . . . . . . . . . . . . . . . - 7,000
Repayment of debt . . . . . . . . . . . . . . . . . . . . (17) -
------- --------
Net cash provided by (used in) financing activities . . . . . (17) 7,000
------- --------
Net increase (decrease) in cash . . . . . . . . . . . . . . . (970) 584
Cash balance beginning of period . . . . . . . . . . . . . . 6,286 5,130
------- --------
Cash balance end of period . . . . . . . . . . . . . . . . . $ 5,316 $ 5,714
======= ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) . . . . . . . . . . $ 740 $ 78
Income taxes . . . . . . . . . . . . . . . . . . . . . . - -
------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ 740 $ 78
======= ========
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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 March 31, 1996 and for the three-month period
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, 1995. The results of operations for the
three-month period ended March 31, 1996 are not necessarily indicative of
future financial results.
NOTE 2 - HEDGING ACTIVITIES
In order to reduce its exposure to the possibility of declining oil
and gas prices, 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 gas swap contracts is based on the average of the last three (3)
days of trade on the NYMEX for each month of the swap.
The Company's forward positions as of May 1, 1996, are summarized as
follows:
Oil Gas
-------------------- ---------------------
Average Average
MBbls Price Bbtu Price
----- ------ ----- ------
1996 . . . . . . . . 333 $18.85 2,750 $1.895
1997 . . . . . . . . -- -- 295 $1.990
---- -----
Total 333 $18.85 3,045 $1.904
==== =====
For the three-month period ended March 31, 1996, net oil and gas
hedging losses amounted to $862,217 and were recorded in the accompanying
condensed consolidated statement of operations as a reduction of revenues from
oil and gas production.
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STONE ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - LONG-TERM LOANS
On March 28, 1996, the Company amended its revolving credit facility
with NationsBank of Texas, N.A., as agent for a group of banks. The total
amount of the facility is $80,000,000 of which $72,000,000 is available as
described below. Interest is payable quarterly and the principal balance of
each of two tranches is due at their maturities.
The outstanding balance of the Revolving A Borrowings is due on April
1, 1999 and provides for a limitation on total outstanding borrowings based on
a borrowing base amount established by the banks for the Company's oil and gas
properties, which is currently $60,000,000. At the option of the Company, the
outstanding balance of the Revolving A Borrowings will bear interest at the
NationsBank base rate, or at LIBOR plus 1% or 1.25%, depending upon total
outstanding borrowings. At March 31, 1996, the outstanding principal balance
of the Revolving A Borrowings was $44,573,000 which had a weighted average
annual interest rate of 6.77%, and letters of credit totalling $3,427,000 had
been issued pursuant to the facility.
The Revolving B Borrowings of the amended facility, which mature on
October 1, 1997, have a borrowing availability of $12,000,000. Utilization of
this tranche would allow the bank group to receive a mortgage on the Company's
properties comprising at least 80% of its total reserve value, and drawdown
fees ranging from 1.5% to 4.5% would apply to such borrowings. The interest
rate applicable to the outstanding balance of the Revolving B Borrowings, at
the Company's option and depending upon the total borrowings outstanding, would
range from the NationsBank base rate plus 0.75% to base rate plus 3.75%, or
from LIBOR plus 2% to LIBOR plus 5%. At March 31, 1996, no borrowings had been
made pursuant to this facility.
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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 March 31, 1996 and
the related condensed consolidated statements of operations and cash flows for
the three-month periods ended March 31, 1996 and 1995. 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
the financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit 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, 1995 (not presented herein) and in our report dated March 6, 1996,
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, 1995, 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
May 2, 1996
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company was formed in March 1993 to become a holding company for
The Stone Petroleum Corporation and its subsidiaries and certain interests in
three of its managed partnerships. In July 1993, the Company sold for its
account a total of 3,655,005 shares of newly issued Common Stock pursuant to
its Initial Public Offering. The Company currently has a total of 11,792,349
shares of common stock and no shares of preferred stock outstanding.
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-month
periods ended March 31, 1996 and 1995.
Three Months Ended
March 31,
-----------------------------
1996 1995
------- --------
Production:
Oil (MBbls) . . . . . . . . . . . . . . . . . . . . 337 281
Gas (MMcf) . . . . . . . . . . . . . . . . . . . . 3,060 1,919
Oil and gas (MBOE) . . . . . . . . . . . . . . . . 847 601
Sales data (in thousands):
Total oil sales . . . . . . . . . . . . . . . . . . $6,577 $4,936
Total gas sales . . . . . . . . . . . . . . . . . . 8,110 2,879
Average sales prices:
Oil (per Bbl) . . . . . . . . . . . . . . . . . . . $19.52 $17.57
Gas (per Mcf) . . . . . . . . . . . . . . . . . . . 2.65 1.50
Per BOE . . . . . . . . . . . . . . . . . . . . . . 17.34 13.00
Average costs (per BOE):
Normal lease operating expenses (a) . . . . . . . . $2.34 $2.25
Salaries, general and administrative . . . . . . . 1.01 1.38
Depreciation, depletion and amortization . . . . . 5.85 5.63
(a) Excludes major maintenance expenses
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The Company reported net income for the quarter ended March 31, 1996
of $3.3 million or $0.27 per share, which is approximately four times the net
income reported for the first quarter of 1995 of $0.8 million or $0.07 per
share.
Total oil and gas revenues for the first quarter of 1996 were $14.7
million, an increase of 88% over the same period in 1995, as oil and gas
production volumes increased 20% and 60%, respectively. From the first quarter
of 1995 to the same 1996 period, oil production increased primarily because of
the acquisition of the Clovelly Field in July 1995, and the improvement in gas
volumes resulted from the initial phase of development at Eugene Island Block
243. The average oil price received for the three months ended March 31, 1996,
was $19.52 per barrel, an increase of 11% from the comparable amount of $17.57
for the first quarter of 1995. For the first quarter of 1996, the average gas
price was $2.65 per Mcf, an improvement of 77% from the $1.50 average price
received during the first quarter of 1995.
Most of the Company's production is sold on month to month contracts
at prevailing prices. From time to time, however, the Company has entered into
hedging transactions for not more than 50% of its expected production volumes
to reduce its exposure to future oil and gas price declines. During the first
quarter of 1996, the Company recognized $0.9 million of oil and gas hedging
losses which were reported as a reduction of oil and gas production revenues.
On a unit basis, such losses resulted in a reduction in revenue of $0.10 per
Bbl and $0.27 per Mcf, or an aggregate loss of $1.02 per BOE. At May 1, 1996,
the Company had open 1996 and 1997 forward positions for 333,000 barrels of oil
at an average price of $18.85, and for 3,045 Bbtu of gas at an average price of
$1.904.
Operating costs for the first quarter of 1996 increased to $2.0
million from $1.4 million for the comparable 1995 period due primarily to the
acquisition of new properties and increased production levels. Stated on a
unit basis, such costs averaged $2.34 per BOE for the period ended March 31,
1996, as compared to $2.25 per BOE for the first quarter of 1995.
General and administrative expenses increased slightly in total to
$0.9 million in 1996's first quarter from the comparable 1995 period, but
declined 27% on a unit basis to $1.01 per BOE. Depreciation, depletion and
amortization expense increased $1.6 million in the first three months of 1996
from the same 1995 period primarily due to increased production rates.
Interest expense for the period ended March 31, 1996, was $0.8 million, an
increase from the $0.4 million for the first quarter of 1995 resulting from the
higher outstanding balance of the Company's bank credit facility.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL AND CASH FLOW. Working capital at March 31, 1996 was
$9.2 million. The Company believes that this capital plus the expected cash
flow from operations and borrowings under its 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
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first quarter of 1996 was $10.3 million or $0.86 per share, representing an
increase of 113% from the $4.8 million or $0.41 per share reported for the same
period of 1995.
During the first quarter of 1996, the Company invested $6.3 million in
its oil and gas properties, which includes $0.7 million of capitalized general
and administrative and interest costs. These investments were financed
entirely from cash flow from operations.
LONG-TERM FINANCING. During the last three quarters of 1996, the
Company plans to invest $42 million in oil and gas properties it now owns.
Significant investments are planned for Eugene Island Block 243, South Pelto
Block 23, Clovelly and Cut Off 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 also be funded from a combination of available working
capital, cash flow from operations and borrowings under the bank credit
facility.
On March 28, 1996, the Company amended its revolving credit facility
with NationsBank of Texas, N.A., as agent for a group of banks that currently
includes the First National Bank of Commerce, Hibernia National Bank and the
Bank of Boston. The total facility was increased to $80 million, of which $72
million is available as described below. Interest is payable quarterly and the
principal balance of each of two tranches is due at their maturities.
The outstanding balance of the Revolving A Borrowings is due on April
1, 1999 and provides for a limitation on total outstanding borrowings based on
a borrowing base amount established by the banks for the Company's oil and gas
properties, which is currently $60 million. At the option of the Company, the
outstanding balance of the Revolving A Borrowings will bear interest at the
NationsBank base rate, or at LIBOR plus 1% or 1.25%, depending upon total
outstanding borrowings. At May 7, 1996, the outstanding principal balance of
the Revolving A Borrowings was $40.6 million which had a weighted average
annual interest rate of 6.90%, and letters of credit totalling $3.4 million had
been issued pursuant to the facility.
The Revolving B Borrowings of the amended facility, which mature on
October 1, 1997, have a borrowing availability of $12 million. Utilization of
this tranche would allow the bank group to receive a mortgage on the Company's
properties comprising at least 80% of its total reserve value, and drawdown
fees ranging from 1.5% to 4.5% would apply to such borrowings. The interest
rate applicable to the outstanding balance of the Revolving B Borrowings, at
the Company's option and depending upon the total borrowings outstanding, would
range from the NationsBank base rate plus 0.75% to base rate plus 3.75%, or
from LIBOR plus 2% to LIBOR plus 5%. At May 1, 1996, no borrowings had been
made pursuant to this facility.
The Company has a number of outstanding bids for property
acquisitions, and is in the process of evaluating a number of other
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,
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including an increase in its bank facility, nonrecourse financing, sales of
non-strategic properties and joint venture financing.
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 debt
level 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.
PART II
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 Financial Data Schedule
(b) There were no reports on Form 8-K filed for the three months
ended March 31, 1996.
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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: May 9, 1996 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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EXHIBIT INDEX
27 -- Financial Data Schedule