1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 September 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-12074
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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
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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 November 4, 1996 there were 11,794,249 shares of the Registrant's
Common Stock, par value $.01 per share, outstanding.
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TABLE OF CONTENTS
PAGE
PART I
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
as of September 30, 1996 and December 31, 1995......... 1
Condensed Consolidated Statement of Operations
for the Three and Nine Month Periods Ended
September 30, 1996 and 1995............................ 2
Condensed Consolidated Statement of Cash Flows
for the Nine Months Ended September 30, 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........................... 11
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In Thousands)
September 30, December 31,
Assets 1996 1995
------------------ -----------------
(Unaudited)
Current assets:
Cash and cash equivalents.................................... $ 6,686 $ 6,286
Marketable securities, at market............................. 20,124 10,232
Accounts receivable.......................................... 10,621 7,336
Other current assets......................................... 236 612
------------------ -----------------
Total current assets....................................... 37,667 24,466
Oil and gas properties, net:
Proved....................................................... 154,009 108,820
Unevaluated.................................................. 4,798 2,428
Building and land, net of accumulated depreciation............... 3,229 3,284
Other assets, net................................................ 1,334 462
------------------ -----------------
Total assets............................................... $201,037 $139,460
================== =================
Liabilities and Equity
Current liabilities - accounts payable and
accrued liabilities.......................................... $ 27,647 $ 19,087
Long-term loans.................................................. 87,698 47,754
Deferred tax liability........................................... 10,334 5,413
Other long-term liabilities...................................... 259 279
------------------ -----------------
Total liabilities.......................................... 125,938 72,533
------------------ -----------------
Common stock..................................................... 118 118
Additional paid in capital....................................... 52,191 52,157
Retained earnings................................................ 22,790 14,652
------------------ -----------------
Total equity............................................... 75,099 66,927
------------------ -----------------
Total liabilities and equity............................... $201,037 $139,460
================== =================
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In Thousands, Except per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- --------------------------------
1996 1995 1996 1995
----------- ----------- ----------- ------------
Revenues
Oil and gas production..................... $12,857 $10,302 $41,248 $28,024
Overhead reimbursements
and management fees..................... 196 137 561 348
Other income............................... 198 217 938 738
----------- ----------- ----------- ------------
Total revenues...................... 13,251 10,656 42,747 29,110
----------- ----------- ----------- ------------
Expenses
Normal lease operating expenses............ 2,147 1,438 6,115 4,052
Major maintenance expenses................. 11 34 271 106
Production taxes........................... 892 814 2,403 2,276
Depreciation, depletion and
amortization............................. 5,163 4,408 15,497 11,786
Interest................................... 959 576 2,496 1,485
Salaries, general and administrative....... 794 792 2,456 2,594
Incentive compensation plan................ - - 278 281
----------- ----------- ----------- ------------
Total expenses...................... 9,966 8,062 29,516 22,580
----------- ----------- ----------- ------------
Net income before
income taxes............................... 3,285 2,594 13,231 6,530
----------- ----------- ----------- ------------
Provision for income taxes
Current.................................... 51 108 173 108
Deferred .................................. 1,213 890 4,920 2,405
----------- ----------- ----------- ------------
1,264 998 5,093 2,513
----------- ----------- ----------- ------------
Net income................................... $ 2,021 $ 1,596 $ 8,138 $ 4,017
=========== =========== =========== ============
Primary and fully diluted earnings
per share:
Net income per share..................... $ 0.17 $ 0.14 $ 0.68 $ 0.34
=========== =========== =========== ============
Average shares outstanding............... 11,959 11,803 11,933 11,819
=========== =========== =========== ============
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STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
September 30,
-----------------------------------------
1996 1995
----------------- ----------------
Cash flows from operating activities:
Net income.................................................... $ 8,138 $ 4,017
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization............... 15,497 11,786
Provision for deferred income taxes.................... 4,920 2,405
----------------- ----------------
28,555 18,208
(Increase) decrease in marketable securities......... (9,892) 6,101
(Increase) decrease in accounts receivable............. (3,285) 837
(Increase) decrease in other current assets............ 376 (263)
Increase (decrease) in accounts payable
and accrued liabilities...................... 260 (3,599)
Deferred financing costs............................... (653) -
Other.................................................. (21) (47)
----------------- ----------------
Net cash provided by operating activities........................ 15,340 21,237
----------------- ----------------
Cash flows from investing activities:
Investment in oil and gas properties.......................... (54,569) (36,830)
Other asset additions......................................... (354) (94)
----------------- ----------------
Net cash used in investing activities............................ (54,923) (36,924)
----------------- ----------------
Cash flows from financing activities:
Proceeds from borrowings...................................... 44,000 20,600
Repayment of debt............................................. (4,051) (5,000)
Exercise of stock options..................................... 34 66
----------------- ----------------
Net cash provided by financing activities........................ 39,983 15,666
----------------- ----------------
Net increase (decrease) in cash.................................. 400 (21)
Cash balance beginning of period................................. 6,286 5,130
----------------- ----------------
Cash balance end of period....................................... $ 6,686 $ 5,109
================= ================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized)....................... $ 2,343 $ 1,338
Income taxes............................................... 95 108
----------------- ----------------
Total......................................................... $ 2,438 $ 1,446
================= ================
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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 September 30, 1996 and for the three and
nine-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, 1995. The results of
operations for the three and nine-month periods ended September 30, 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 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 November 4, 1996, are summarized
as follows:
Oil Gas
--------------------------- ----------------------------
Average Average
Price Price
Mbbls (per Bbl) MMBtu (per MBtu)
---------- -------------- ------------ ------------
1996........ 180 $21.60 1,380 $2.167
1997........ 165 $20.76 2,415 $2.328
--- -----
Total 345 $21.20 3,795 $2.269
=== =====
For the three and nine-month periods ended September 30, 1996, net oil
and gas hedging losses amounted to $713,673 and $2,494,701, respectively, 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 September 26, 1996 the Company amended its credit facility with
NationsBank of Texas, N.A., as agent for a group of banks. The total amount of
the facility is $125,000,000 and is comprised of a three-year revolving credit
loan and a one-year term loan. Current availability of the facility is
$105,000,000, and at September 30, 1996 the weighted average interest rate of
the facility was 7.9% per annum, the total outstanding principal balance was
$84,600,000 and letters of credit totaling $6,627,000 had been issued pursuant
to the facility.
The revolver provides for total availability of $80,000,000 with a
borrowing base limitation on total outstanding borrowings which currently is
$60,000,000. The term loan of $45,000,000 was established to finance the closing
of three recent acquisitions and certain development costs incurred during the
third quarter of 1996. If the term loan is outstanding on January 1, 1997, the
banks have the right to redetermine the borrowing base of the facility. Although
a redetermination could result in an acceleration of the payments due under the
term loan, management believes the reserves will be sufficient to support the
current availability under the facility. The Company intends to retire the term
loan in November 1996 with the proceeds from the common stock offering described
in Note 4.
Note 4 - Subsequent Events
The Company acquired a 62.5% working interest in Vermilion Block 46
Field for $15,400,000 on September 27, 1996. In a separate transaction with a
different company, in 1993 the Company purchased an approximate 37.5% working
interest in this field for $3,700,000. Pursuant to prior contractual
obligations, the Company assigned a portion of the acquired interest to two
partnerships it manages, and retained a 76% working interest with an approximate
65% net revenue interest in the field.
On September 27, 1996, the Company acquired a 50% working interest with
a 41% net revenue interest in the Vermilion Block 131 Field for $5,100,000. In
addition to the purchase price, a letter of credit in the amount of $1,800,000
was established to secure the Company's obligation to abandon the property. The
Company is the operator of the property.
On October 17, 1996, the Company filed a registration statement with
the Securities and Exchange Commission for an offering by the Company and
certain selling stockholders of 3.2 million shares of common stock (an
additional 480,000 shares may be offered to cover over allotments). Proceeds
from the offering will be used to repay the term loan described in Note 3, to
fund future development projects and acquisitions, and to provide working
capital for general corporate purposes.
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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 September 30, 1996
and the related condensed consolidated statements of operations for the three
and nine-month periods ended September 30, 1996 and 1995 and the related
condensed consolidated statements of cash flows for the nine-month periods ended
September 30, 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
October 24, 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 11,794,249 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 and
nine-month periods ended September 30, 1996 and 1995.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ -------------------------
1996 1995 1996 1995
----------- ----------- ----------- ------------
Production:
Oil (MBbls)............................... 361 395 1,023 1,036
Gas (MMcf)................................ 2,479 2,301 8,608 6,202
Oil and gas (MBOE)........................ 774 779 2,458 2,070
Sales data (in thousands):
Total oil sales........................... $7,232 $6,840 $20,323 $18,333
Total gas sales........................... 5,625 3,462 20,925 9,691
Average sales prices:
Oil (per Bbl)............................. $20.03 $17.32 $ 19.87 $ 17.70
Gas (per Mcf)............................. 2.27 1.50 2.43 1.56
Per BOE................................... 16.61 13.22 16.78 13.54
Average costs (per BOE):
Normal lease operating
expenses (a)........................... $ 2.77 $ 1.85 $ 2.49 $ 1.96
General and administrative................ 1.03 1.02 1.00 1.25
Depreciation, depletion
and amortization....................... 6.58 5.62 6.23 5.63
(a) Excludes major maintenance expenses
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Net income for the quarter ended September 30, 1996 was $2.0 million or
$0.17 per share, an increase of 27% over the net income reported for the third
quarter of 1995 of $1.6 million or $0.14 per share. For the first nine months of
1996, net income was $8.1 million, which represents an increase of 103% over the
comparable period of 1995, and exceeds the twelve month net income for all of
1995.
Total oil and gas revenues for the first nine months of 1996 were $41.2
million, an increase of 47% over the same period in 1995. Gas production volumes
increased 39%, while oil volumes declined 1%. Oil and gas prices for the nine
months ended September 30, 1996, averaged $19.87 per barrel and $2.43 per
thousand cubic feet, representing increases of 12% and 56%, respectively, over
the prices received for the comparable 1995 period.
Operating expenses per BOE for the first nine months of 1996 were
$2.49. Although this amount is higher than the comparable 1995 figure, it is
well within the Company's budgeted range for these costs. For the first nine
months of 1996, general and administrative expenses decreased slightly in total
and declined 20% per BOE to $1.00 from $1.25 for the comparable 1995 period.
Depreciation, depletion and amortization expense for oil and gas
properties increased to $15.3 million in the first nine months of 1996 from
$11.7 million for the same period in 1995 due to increased production rates and
higher finding costs per unit. Interest expense for the first nine months of
1996 increased to $2.5 million from $1.5 million for the comparable 1995 period
because of a higher average outstanding balance under the Company's bank credit
facility.
Liquidity and Capital Resources
Working Capital and Cash Flow. Working capital at September 30, 1996
was $10.0 million. On October 17, 1996, the Company filed a registration
statement with the Securities and Exchange Commission for an offering of
3,200,000 shares of common stock, consisting of 2,741,159 shares to be offered
by the Company and 458,841 shares to be sold by certain stockholders. An
additional 480,000 shares may be offered to cover over allotments. Proceeds from
the offering will be used to repay the term loan described below, to fund future
development projects and acquisitions, and to provide working capital for
general corporate purposes. 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 operations and development activities for the
foreseeable future. Net cash flow from operations before working capital changes
for 1996's third quarter was $8.4 million or $0.70 per share, an improvement of
22% from the comparable amounts reported for the quarter ended September 30,
1995 of $6.9 million or $0.58 per share. For the first nine months of 1996, net
cash flow from operations before working capital changes was $28.6 million, an
increase of 57% from the comparable period of 1995.
During the third quarter of 1996, the Company invested $38.8 million in
the acquisition and development of oil and gas properties, of which $21.5
million related to the three acquisitions announced during the quarter. Total
investments in oil and gas properties for the first nine months
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of 1996 were $62.9 million, an increase of 79% from the comparable period of
1995. The investments for the nine months ended September 30, 1996 include
capitalized general and administrative costs of $1.7 million.
Long-Term Financing. During the fourth quarter of 1996, the Company
expects to invest $26 million in oil and gas properties it now owns. Significant
investments are planned for South Pelto Block 23 Field and Eugene Island Block
243. The planned development operations include projects that 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 September 26, 1996 the Company amended its 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
First National Bank of Boston. The total facility size was increased to $125
million, of which $105 million is currently available. At November 4, 1996, the
outstanding principal balance was $80.6 million, which had a weighted average
annual interest rate of 7.6%, and letters of credit totaling $6.6 million had
been issued pursuant to the facility.
The facility is comprised of a three-year revolving credit loan and a
one-year term loan. The revolver provides for total availability of $80 million,
of which $60 million is currently available. The term loan of $45 million was
established to finance the closing of three acquisitions and certain development
costs which the Company incurred during the third quarter of 1996. If the term
loan is outstanding on January 1, 1997, the banks have the right to redetermine
the borrowing base of the facility. Although a redetermination could result in
an acceleration of the payments due under the term loan, management believes the
reserves will be sufficient to support the current availability under the
facility. The Company intends to retire the term loan in November 1996 with the
proceeds of the common stock offering described below.
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, including an increase in its bank facility, raising additional equity
capital, nonrecourse financing, sales of non-strategic properties and joint
venture financing.
Forward-Looking Statements. The foregoing discussion of Liquidity and
Capital Resources includes forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although the Company believes that its expectations are
based on reasonable assumptions, it can give no assurance that its goals will be
achieved. Important factors that could cause actual results to differ materially
from those in the forward looking statements herein include the timing and
extent of changes in commodity prices for oil and gas, the need to develop and
replace reserves, environmental risks, drilling and operating
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risks, risks related to exploration and development, uncertainties about the
estimates of reserves, competition, government regulations and the ability of
the Company to meet its stated business goals.
PART II
Item 5. Other Information
The following is a summary of certain of the Company's recent
activities.
On September 27, 1996, the Company announced that it had acquired a 50%
working interest with a 41% net revenue interest in the Vermilion Block 131
Field from a major oil company for $5.1 million. In addition to the purchase
price, a letter of credit in the amount of $1.8 million was established to
secure the Company's obligation to abandon the property. The Company acquired
the operating rights for the property, and the remaining 50% interest is owned
by a major oil company. The effective date of the purchase is August 1, 1996,
and the acquisition includes interests in six producing wells and six shut-in
wells. Vermilion Block 131 is located approximately 30 miles offshore Louisiana
in water depth of 60 feet. At the date of acquisition, daily production from the
field was approximately 9.6 million cubic feet of gas.
In an announcement dated October 1, 1996, the Company reported that it
acquired a 62.5% working interest in Vermilion Block 46 Field for $15.4 million
on September 27, 1996 from a major oil company. The effective date of the
purchase is August 1, 1996, and the acquisition includes interests in two
producing wells and two shut-in wells. In a separate transaction with a
different company in 1993, the Company had purchased an approximate 28% working
interest in this field for $2.8 million. Pursuant to prior contractual
obligations, the Company assigned a portion of the acquired interest to two
partnerships it manages, and retained a 76% working interest with an approximate
65% net revenue interest in the field. Vermilion Block 46 Field is located
approximately 10 miles offshore Louisiana in water depth of 30 feet.
On October 16, 1996, the Company announced its estimated proved oil and
gas reserves as of August 31, 1996, prepared in accordance with SEC guidelines.
The estimated proved reserves attributable to acquisitions closed in August and
September 1996, which were verified by an independent engineering firm, are
included in these amounts and comprise 27% of the total reserve
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quantities as of August 31, 1996. The following table sets forth certain
comparative summary information from the new estimates and the estimates issued
as of December 31, 1995.
August 31, December 31, Percentage
1996 1995 Increase
---------- ------------ ----------
Present value of estimated future
pre-tax net cash flows @ 10%
annual discount ($MM) $263.5 $179.7 47%
Proved oil reserves (MMBbls) 10.5 8.0 31%
Proved gas reserves (Bcf) 128.9 81.2 59%
Total proved reserves in equivalent
barrels (MMBOE) 32.0 21.5 49%
Average oil price ($/Bbl) $21.95 $19.40 13%
Average gas price ($/Mcf) $2.43 $2.39 2%
On November 7, 1996, the Company announced that its recently completed
Goodrich-Cocke No. 3 Well tested at the daily rates of 845 barrels of oil and
0.5 million cubic feet of gas. The directionally drilled well reached a total
measured depth of 9,786 feet and logged 142 net feet of oil productive interval.
The well is located in the Company's West Weeks Island Field onshore in Iberia
Parish, Louisiana, and the Company owns a 100% working interest before payout in
the well. First production from the Goodrich-Cocke No. 3 Well is expected by
late November 1996.
Item 6. Exhibits And Reports On Form 8-K
(a) Exhibit 27 Financial Data Schedule
(b) The Company filed a Current Report on Form 8-K dated October
16, 1996 that disclosed the results of a report of the
Company's estimated proved oil and gas reserves dated as of
August 31, 1996, prepared in the accordance with SEC
guidelines.
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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: November 12, 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