1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-25058
OCEAN ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 72-1277752
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8440 JEFFERSON HIGHWAY, SUITE 420
BATON ROUGE, LOUISIANA 70809
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (504) 927-1450
Securities Registered Pursuant to Section 12 (b) of the Act:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
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 [ ]
19,702,010 shares of the registrant's Common Stock were
outstanding as of August 6, 1997.
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OCEAN ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(UNAUDITED)
JUNE 30, DECEMBER 31,
1997 1996
------------- -------------
Current assets:
Cash and cash equivalents $ -- $ 5,758,978
Joint interest receivables 5,606,175 2,001,605
Oil and gas sales receivables 26,964,458 33,770,044
Accounts receivable--other 1,607,128 1,500,000
Assets held for resale -- 37,200,000
Prepaid expenses 1,678,046 1,213,143
Other current assets 3,300,280 2,414,803
------------- -------------
Total current assets 39,156,087 83,858,573
Oil and gas properties -- full cost method:
Evaluated 641,886,520 464,485,367
Less accumulated depreciation, depletion, and amortization (240,271,985) (188,692,223)
------------- -------------
401,614,535 275,793,144
Unevaluated properties excluded from amortization 119,374,116 79,904,974
Other assets:
Furniture and equipment, less accumulated depreciation of
$3,864,729 and $2,772,983 at June 30, 1997 and
December 31, 1996, respectively 4,477,904 4,286,773
Restricted deposits 7,391,682 6,323,515
Deferred financing costs 10,395,938 10,543,226
------------- -------------
Total assets $ 582,410,262 $ 460,710,205
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 76,497,973 $ 47,718,102
Oil and gas sales payable 6,147,233 7,830,415
Accrued interest 5,579,363 5,521,070
Current notes payable 9,046 127,154
Deposit on assets held for resale -- 3,720,000
------------- -------------
Total current liabilities 88,233,615 64,916,741
Long-term debt 357,185,997 284,141,999
Deferred hedge revenue 325,393 400,000
Deferred tax liability 13,959,897 6,098,144
Stockholders' equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares, no shares
issued or outstanding at June 30, 1997, and
December 31,1996 -- --
Common stock, $.01 par value; authorized 100,000,000 shares;
issued and outstanding 19,701,344 shares and 19,640,656 shares
shares at June 30, 1997, and December 31, 1996, respectively 197,013 196,407
Paid-in capital 93,243,783 91,819,465
Retained earnings 29,264,564 13,137,449
------------- -------------
Total stockholders' equity 122,705,360 105,153,321
------------- -------------
Total liabilities and stockholders' equity $ 582,410,262 $ 460,710,205
============= =============
The accompanying notes to financial statements are an integral
part of these statements.
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OCEAN ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
1997 1996 1997 1996
------------- ------------- ------------- -------------
Oil and gas sales $ 130,068,669 $ 69,082,019 $ 65,591,996 $ 32,253,162
Operating expenses:
Lease operations 27,213,286 16,522,030 14,502,582 8,076,347
Severance taxes 5,378,472 5,521,763 2,706,038 2,636,064
Depreciation, depletion and amortization 51,579,763 28,973,040 28,684,468 14,622,792
------------- ------------- ------------- -------------
Total operating expenses 84,171,521 51,016,833 45,893,088 25,335,203
General and administrative expenses 8,596,487 6,025,000 4,241,346 2,767,275
Interest expense 13,303,415 8,188,026 6,843,231 3,676,268
Other expense (income) (684,529) 1,779 (177,603) (256,144)
------------- ------------- ------------- -------------
Net income before income taxes 24,681,775 3,850,381 8,791,934 730,560
Income tax expense 8,554,660 1,514,704 2,595,970 295,391
------------- ------------- ------------- -------------
Net income $ 16,127,115 $ 2,335,677 $ 6,195,964 $ 435,169
============= ============= ============= =============
Earnings per common share:
Primary $ 0.77 $ 0.13 $ 0.30 $ 0.02
Fully diluted 0.77 0.13 0.30 0.02
Weighted average common and common
equivalent shares outstanding:
Primary 20,895,285 18,333,437 20,900,292 20,465,996
Fully diluted 20,897,654 18,673,211 20,909,340 20,655,394
The accompanying notes to financial statements are an integral
part of these statements.
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OCEAN ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
------------------------------
1997 1996
------------- -------------
Operating activities:
Net income $ 16,127,115 $ 2,335,677
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization:
Oil and gas properties 51,579,763 28,973,040
Furniture and equipment 1,091,745 632,986
Deferred hedge revenue (74,607) (637,166)
Deferred tax expense 7,861,753 1,489,400
Changes in operating assets and liabilities:
Accrued interest 58,293 (2,503,810)
Receivables 3,093,888 (2,976,896)
Prepaid expenses (464,903) (629,171)
Other current assets (885,477) (945,326)
Accounts payable and accrued liabilities 6,853,367 (3,934,773)
Oil and gas sales payable (1,683,182) (628,316)
------------- -------------
Net cash provided by operating activities 83,557,755 21,175,645
------------- -------------
Investing activities:
Additions to oil and gas properties and furniture and equipment (196,226,668) (39,771,812)
Increase in restricted deposits (1,068,167) (1,010,653)
Proceeds from sale of oil and gas properties 33,480,000 --
------------- -------------
Net cash used in investing activities (163,814,835) (40,782,465)
------------- -------------
Financing activities:
Sale of stock 1,424,924 62,141,101
Borrowings on notes payable 138,500,000 30,000,000
Payments of notes payable (65,618,108) (72,231,443)
Deferred financing costs 191,286 304,392
------------- -------------
Net cash provided by financing activities 74,498,102 20,214,050
------------- -------------
Increase (decrease) in cash and cash equivalents (5,758,978) 607,230
Cash and cash equivalents, beginning of the period 5,758,978 212,238
------------- -------------
Cash and cash equivalents, end of the period $ -- $ 819,468
============= =============
Interest paid during the period $ 24,183,916 $ 11,917,620
============= =============
The accompanying notes to financial statements are an integral
part of these statements.
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OCEAN ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL INFORMATION
The consolidated financial statements included herein have been prepared
by Ocean Energy, Inc. (the "Company") without audit and include all
adjustments (of a normal and recurring nature) which are, in the opinion
of management, necessary for the fair presentation of interim results
which are not necessarily indicative of results for the entire year.
Certain reclassifications have been made to conform financial statement
presentation between periods. The financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report.
2. EARNINGS PER SHARE
Earnings per share applicable to common stock are based on the weighted
average number of shares of common stock outstanding for the periods,
including common equivalent shares which reflect the effect of stock
options, to the extent that they are dilutive, granted to certain
employees and outside directors on various dates through June 30, 1997. As
of June 30, 1997 and 1996, the Company had 2,510,181 and 1,865,735 stock
options outstanding, respectively. The table below reflects the weighted
average common, primary and fully diluted shares outstanding for the 1997
and 1996 periods.
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Weighted average common shares
outstanding 19,654,704 17,620,538 19,668,545 19,552,994
Primary common equivalent shares 1,240,581 712,899 1,231,747 913,002
---------- ---------- ---------- ----------
Weighted average common and primary
common equivalent shares outstanding 20,895,285 18,333,437 20,900,292 20,465,996
Additional fully diluted shares 2,369 339,774 9,048 189,398
---------- ---------- ---------- ----------
Weighted average common and fully diluted
common equivalent shares outstanding 20,897,654 18,673,211 20,909,340 20,655,394
========== ========== ========== ==========
In February, 1997, the Financial Accounting Standards Board ("FASB")
issued Statement No. 128 ("SFAS 128"), "Earnings Per Share", which
simplifies the computation of earnings per share ("EPS"). SFAS 128 is
effective for financial statements issued for periods ending after
December 15, 1997, and requires restatement for all prior period EPS data
presented. Pro forma EPS and EPS assuming dilution calculated in
accordance with SFAS 128 was $0.32 per share and $0.30 per share,
respectively, for the three months ended June 30, 1997, and $0.02 per
share and $0.02 per share, respectively, for the three months ended June
30, 1996. Pro forma EPS and EPS assuming dilution calculated in accordance
with SFAS 128 was $0.82 per share and $0.77 per share, respectively, for
the six months ended June 30, 1997, and $0.13 per share and $0.13 per
share, respectively, for the six months ended June 30, 1996.
3. HEDGING ACTIVITIES
The Company engages in futures contracts with certain of its production
through master swap agreements ("Swap Agreements"). The Company considers
these futures contracts to be hedging activities and, as such, monthly
settlements on these contracts are reflected in oil and gas sales. In
order to consider these futures contracts as hedges, (i) the Company must
designate the futures contract as a hedge of future production and (ii)
the contract must reduce the Company's exposure to the risk of changes in
prices. Changes in the market value of futures contracts treated as hedges
are not recognized in income until the hedged item is also recognized in
income. If the above criteria are not met, the Company will record the
market value of the contract at the end of each month and recognize a
related gain or loss. Proceeds received or paid relating to terminated
contracts or contracts that have been sold are amortized over the original
contract period and reflected in oil and gas sales.
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OCEAN ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
The Swap Agreements provide for separate contracts tied to the NYMEX light
sweet crude oil and natural gas futures contracts. The Company has
contracts which contain specific contracted prices ("Swaps") that are
settled monthly based on the differences between the contract prices and
the average NYMEX prices for each month applied to the related contract
volumes. To the extent the average NYMEX price exceeds the contract price,
the Company pays the spread, and to the extent the contract price exceeds
the average NYMEX price the Company receives the spread. In addition, the
Company has combined contracts which have agreed upon price floors and
ceilings ("Costless Collars"). To the extent the average NYMEX price
exceeds the contract ceiling, the Company pays the spread between the
ceiling and the average NYMEX price applied to the related contract
volumes. To the extent the contract floor exceeds the average NYMEX price
the Company receives the spread between the contract floor and the average
NYMEX price applied to the related contract volumes adjustments to oil and
gas sales. Under the terms of the Swap Agreements, each counterparty has
extended the Company a $5 million line of credit in conjunction with it
hedging activities. As of August 6, 1997, the Company's exposure under all
contracts covered by the Swap Agreements was approximately $3.3 million.
As of June 30, 1997, after giving effect to the additional oil Swaps that
the Company entered into in July, 1997, the Company's open forward
position on its outstanding crude oil Swaps was as follows:
AVERAGE
YEAR MBBLS PRICE
---- ----- -------
1997 1,500 $19.89
1998 3,600 $19.65
1999 300 $18.55
2000 300 $18.55
------ ------
Total 5,700 $19.60
===== ======
The Company currently has no outstanding natural gas Swaps.
As of June 30, 1997, the Company's open forward position on its
outstanding Costless Collars was as follows:
EFFECTIVE CONTRACTED CONTRACTED CONTRACTED
----------------- VOLUMES FLOOR CEILING
YEAR FROM THROUGH (MBBLS) PRICE PRICE
---- ---- ------- ------- ----- -----
1997 July September 900 $20.00 $24.40
On March 7, 1997, the Company entered into a basis swap for 9,000 barrels
of oil per month for the period April 1997, through July 1997, with a
fixed price of ($0.11) per barrel basis differential between the monthly
calendar average of Platt's Louisiana Light Sweet and Platt's West Texas
Intermediate crude oil prices.
In addition, on April 7, 1997, the Company entered into a field diesel
swap for 150,000 gallons per month for the month of April 1997, and August
1997 through March 1998, relating to expected future diesel needs. This
swap obligates the Company to make or receive payments on the last day of
each respective calendar month based on the difference between $0.5425 per
gallon and the average of the daily settlement price per gallon for the
respective calendar month Platt's Gulf Coast Pipeline mean high sulfur 2
oil contract.
4. INVESTMENT IN OIL AND GAS PROPERTIES
On January 3, 1997, the Company completed the sale of its interest in the
South Marsh Island 269 field, located in federal waters offshore
Louisiana. The Company realized proceeds of $37.2 million from the sale.
The Company owned a non-operated working interest of approximately 20% in
three blocks in the field. No gain or loss was recognized on the sale.
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OCEAN ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
On March 7, 1997, the Company completed an acquisition of certain
interests in various state leases in the Main Pass Block 69 field,
offshore Plaquemines Parish, Louisiana for a net purchase price of $55.9
million (the "Main Pass Acquisition"). The acquisition included interests
in 27 producing wells located on 5,898 gross acres situated contiguous to
the Company's pre-existing Main Pass 69 holdings. Following the
acquisition, the Company owns a 100% working interest in the 27 wells.
5. 8 7/8% SENIOR SUBORDINATED NOTES OFFERING
On July 2, 1997, the Company completed an offering of $200,000,000 of 8
7/8% Senior Subordinated Notes due 2007 (the "Notes") at a discount for
proceeds of $199,660,000 (before offering costs). Interest will be payable
semi-annually on January 15 and July 15 of each year commencing January
15, 1998. Proceeds to the Company were approximately $195.2 million, which
were used primarily to finance the repurchase of the 13 1/2% Senior Notes
(See Note 6) and to repay outstanding indebtedness under the Company's
$150 million amended and restated senior revolving bank credit facility
dated March 27, 1997 (the "Revolving Credit Facility"). The remainder of
the proceeds will be used for general corporate and working capital
purposes. On August 1, 1997, the Company filed a registration statement to
register notes with the Securities and Exchange Commission which were
identical to the Notes issued on July 2, 1997, in order to exchange these
Notes for registered notes.
6. REPURCHASE OF 13 1/2% SENIOR NOTES
On July 22, 1997, the Company amended the Indenture governing the $125
million 13 1/2% Senior Notes due 2004 (the "13 1/2% Senior Notes"),
removing the principal restrictive covenants and repurchased approximately
99.8% of the 13 1/2% Senior Notes for approximately $153.4 million. In the
third quarter of 1997, the Company will recognize an after-tax
extraordinary loss of approximately $19.3 million relating to the
aforementioned repurchase.
7. NEW ACCOUNTING STANDARDS
In June 1997, the FASB issued Statement No. 130 ("SFAS 130"), "Reporting
Comprehensive Income", and Statement No. 131 ("SFAS 131"), "Disclosures
About Segments of an Enterprise and Related Information". SFAS 130
establishes standards for reporting and display of comprehensive income in
the financial statements. Comprehensive income is the total of net income
and all other non-owner changes in equity. SFAS 131 requires that
companies disclose segment data based on how management makes decisions
about allocating resources to segments and measuring their performance.
SFAS 130 and 131 are effective for 1998. Adoption of these standards is
not expected to have an effect on the Company's financial statements,
financial position or results of operations.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
1996 AND 1997
The following table reflects certain information with respect to the Company's
oil and gas operations.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ---------------------
1996 1997 1996 1997
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
SALES VOLUMES
Oil (MBbls) 1,450 2,318 3,008 4,350
Gas (MMcf) 3,705 9,763 7,016 16,517
Oil and Gas (MBOE) 2,068 3,945 4,178 7,103
REVENUES (1)
Total Oil Revenues $ 29,556 $ 43,226 $ 59,561 $ 87,919
Total Gas Revenues 9,360 22,336 20,032 42,532
AVERAGE SALES PRICES (1)
Oil (per Bbl) $ 20.38 $ 18.65 $ 19.80 $ 20.21
Gas (per Mcf) 2.53 2.29 2.86 2.57
Per BOE 18.82 16.62 19.05 18.36
Severance Taxes $ 2,636 $ 2,706 $ 5,522 $ 5,378
Lease Operating Expenses 8,076 14,503 16,522 27,213
Lease Operating Expenses per BOE $ 3.91 $ 3.68 $ 3.95 $ 3.83
- -----------------
(1)Excludes the results of hedging activities which increased (decreased)
revenue recognized in the three and six months ended June 30, 1996, by
$(6.6) million and $(10.5) million, respectively, and increased (decreased)
revenue recognized in the three and six months ended June 30, 1997, by $0.3
million and $(0.3) million, respectively. Including the effect of hedging
activities, the Company's average oil price per Bbl received was $17.08 and
$17.92 in the three and six months ended June 30, 1996, respectively, and
$18.76 and $20.13 in the three and six months ended June 30, 1997,
respectively. The average gas price per Mcf received was $2.03 and $2.17 in
the three and six months ended June 30, 1996, respectively. No gas volumes
were hedged for the three and six months ended June 30, 1997. Also excluded
are losses relating to plant processing of $0.1 million and $0.2 million for
the three months ended June 30, 1996 and 1997, respectively. Losses relating
to plant processing were less than $0.1 million for the six months ended June
30, 1996 and 1997.
REVENUES. The following table reflects an analysis of differences in the
Company's oil and gas revenues (expressed in thousands of dollars) between
the three and six months ending June 30, 1997 and the comparable periods in
1996:
SECOND QUARTER 1997 SIX MONTHS 1997
COMPARED TO COMPARED TO
SECOND QUARTER 1996 SIX MONTHS 1996
-------------------- --------------------
Increase (decrease) in oil and gas revenues resulting
from differences in:
Crude oil and condensate-
Price $ (4,025) $ 1,789
Production 17,694 26,569
---------- ----------
13,669 28,358
Natural gas-
Price (2,326) (4,630)
Production 15,301 27,130
---------- ----------
12,975 22,500
Plant processing and hedging, net 6,694 10,128
---------- ----------
Increase in oil and gas revenues $ 33,338 $ 60,986
========== ==========
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The Company's total revenues increased approximately $33.3 million, or 103%, to
$ 65.6 million for the three months ended June 30, 1997, from $32.3 million for
the comparable period in 1996. Production levels for the three months ended
June 30, 1997, increased 91% to 3,945 MBOE from 2,068 MBOE for the comparable
period in 1996. The Company's average sales prices (excluding hedging
activities) for oil and natural gas for the three months ended June 30, 1997
were $18.65 per Bbl and $2.29 per Mcf versus $20.38 per Bbl and $2.53 per Mcf
in the prior period. Revenues increased by $33.0 million due to the
aforementioned production increases and decreased by $6.4 million as a result
of decreased oil and gas prices. For the six months ended June 30, 1997, the
Company's total revenues increased approximately $61.0 million, or 88%, to
$130.1, from $69.1 million for the comparable period of 1996. Production levels
for the six months ended June 30, 1997, increased 70%, to 7,103 MBOE from 4,178
MBOE for the comparable period in 1996. The Company's average sales prices
(excluding hedging activities) for oil and natural gas for the six months ended
June 30, 1997, were $20.21 per Bbl and $2.57 per Mcf versus $19.80 per Bbl and
$2.86 per Mcf in the 1996 period. Revenues increased by $53.7 million due to
the aforementioned production increases and decreased by $2.8 million as a
result of decreased oil and gas prices. The increases for the three and six
months ended June 30, 1997, included additional production of 1,323 MBOE and
1,899 MBOE and related revenues of $22.1 million and $33.6 million associated
with the acquisition of certain interests in certain oil and gas producing
fields and related production facilities primarily situated in the shallow
federal waters of the central Gulf of Mexico, offshore Louisiana (the "Central
Gulf Properties") on September 26, 1996.
For the three and six months ended June 30, 1997, the Company's total revenues
were further affected by increases of $6.9 million and $10.1 million over the
comparable prior year periods, respectively, relating to hedging activities. In
order to manage its exposure to price risks in the sale of its crude oil and
natural gas, the Company from time to time enters into price hedging
arrangements. See "--Other Matters - Energy Swap Agreements." The Company's
average sales prices (including hedging activities) for oil for the three and
six months ended June 30, 1997, were $18.76 per Bbl and $20.13 per Bbl versus $
17.08 per Bbl and $17.92 per Bbl in the prior year periods. The average sales
price (including hedging activities) for gas for the three and six months ended
June 30, 1996, was $2.03 per Mcf and $2.17 per Mcf. No gas volumes were hedged
in the three or the six months ended June 30, 1997.
LEASE OPERATING EXPENSES. On a BOE basis, lease operating expenses decreased to
$3.68 per BOE for the three months ended June 30, 1997, from $3.91 per BOE in
the comparable 1996 period. Lease operating expenses decreased to $3.83 per BOE
for the six months ended June 30, 1997, from $3.95 per BOE in the comparable
1996 period. For the three months ended June 30, 1997, lease operating expenses
were $14.5 million as compared to $8.1 million in the 1996 period. For the six
months ended June 30, 1997, lease operating expenses were $27.2 million, as
compared to $16.5 million in the 1996 period. The increases in both of these
periods partially result from fluctuations in operating expenses associated
with increased production and increases of approximately $3.5 million and $6.9
million in the three and six months ended June 30, 1997, respectively, relating
to lease operating expenses associated with the acquired Central Gulf
Properties. In addition, workover expenses for the three and six months ended
June 30, 1997, were $1.2 million and $2.9 million, respectively, as compared to
$.1 million and $1.3 million, respectively, for the three and six months ended
June 30, 1996.
SEVERANCE TAXES. The effective severance tax rate as a percentage of oil and
gas revenues (excluding the effect of hedging activities) decreased to 4.1% for
both the three and six months ended June 30, 1997, from 6.8% and 6.9% in the
three and six months ended June 30, 1996, respectively. These decreases were
primarily due to increased production from new wells on federal leases,
including wells located on the Central Gulf Properties, and from state leases
which were exempt from state severance tax under Louisiana's severance tax
abatement program.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses per
BOE decreased to $1.08 per BOE and $1.21 per BOE for the three and six months
ended June 30, 1997, respectively, from $1.34 per BOE and $1.44 per BOE in the
comparable 1996 periods. For the three and six months ended June 30, 1997,
general and administrative expenses were $4.2 million and $8.6 million, as
compared to $2.8 million and $6.0 million in the comparable 1996 periods. The
increases in both of these periods are primarily due to costs associated with
increased corporate staffing associated with both an increase in drilling
activities and the Company's acquisition of the Central Gulf Properties, an
increase in franchise taxes due to the issuance of $160,000,000 of 9 3/4%
Senior Subordinated Notes due December 1, 2004 (the "9 3/4% Senior Subordinated
Notes") on September 26, 1996 and an increase in accrued bonuses in the 1997
periods. These increases were partially offset in the 1997 periods by an
increase in the capitalization of a portion of the salaries paid to employees
directly engaged in the acquisition, exploration and development of oil and gas
properties.
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10
DEPRECIATION, DEPLETION, AND AMORTIZATION EXPENSE. For the three and six months
ended June 30, 1997, depreciation, depletion and amortization ("DD&A") expense
was $28.7 million and $51.6 million, as compared to $14.6 million and $29.0
million in the comparable 1996 periods. On a BOE basis, DD&A for the three and
six months ended June 30, 1997, was $7.27 per BOE and $7.26 per BOE,
respectively, as compared to $7.07 per BOE and $6.94 per BOE for the three and
six months ended June 30, 1996, respectively. These variances can primarily be
attributed to (i) the Company's increased production and related current and
future capital costs from the 1996 and 1997 drilling programs and (ii) the
Company's purchase of the Central Gulf Properties, partially offset by the
increase to proved reserves resulting from such drilling programs and
acquisitions.
INTEREST EXPENSE. For the three and six months ended June 30, 1997, interest
expense increased to $6.8 million and $13.3 million, respectively, from
interest expense of $3.7 and $8.2 million in the comparable 1996 periods. These
increases in interest expense can primarily be attributed to interest expense
of approximately $7.8 million in the six months ended June 30, 1997, relating
to the issuance of the 9 3/4% Senior Subordinated Notes, partially offset by
increases in the amount of interest capitalized in the 1997 periods, resulting
from increases in the Company's unevaluated assets, including additional
seismic data and acreage.
INCOME TAX EXPENSE. For the three and six months ended June 30, 1997, the
Company recorded income tax expense of $2.6 million and $8.6 million,
respectively, as compared to $0.3 million and $1.5 million in the comparable
1996 periods. Income tax expense for the three and six months ended June 30,
1997, was reduced by $0.7 million relating to a change in the Company's
estimated deferred tax liability.
NET INCOME. Due to the factors described above, net income increased to $6.2
million and $16.1 million for the three and six months ended June 30, 1997,
respectively, from $ 0.4 million and $2.3 million for the comparable periods in
1996.
LIQUIDITY AND CAPITAL RESOURCES
The following summary table reflects comparative cash flows for the Company for
the six months ended June 30, 1996 and 1997:
SIX MONTHS ENDED
JUNE 30,
----------------------
1996 1997
--------- ---------
(IN THOUSANDS)
Net cash provided by operating activities $ 21,176 $ 83,558
Net cash used in investing activities (40,782) (163,815)
Net cash provided by financing activities 20,214 74,498
For the six months ended June 30, 1997, net cash provided by operating
activities increased by $62.4 million. This increase relates primarily to
increased revenues, partially offset by increases in lease operating expenses,
general and administrative expenses and interest expense. In addition, timing
differences on certain receivable and payable balances affect cash provided by
operating activities at any period end.
Cash used in investing activities during the six months ended June 30, 1997,
increased to $163.8 million as compared to $40.8 million in the comparable 1996
period. This increase is primarily a result of the Company's acquisition of
certain interests in various state leases in the Main Pass Block 69 field on
March 7, 1997, for a net purchase price of approximately $55.9 million (the
"Main Pass Acquisition"), as well as increased drilling activity and increased
seismic and leasehold purchases in the 1997 period, partially offset by the
sale of the Company's interest in the South Marsh Island 269 field which
generated cash of $33.5 million in the 1997 period.
Financing activities during the six months ended June 30, 1997, generated cash
of $74.5 million, as compared to $20.2 million in the comparable 1996 period.
The increase in cash during the 1997 period was primarily a result of a $73.0
million increase in net borrowings on the Company's $150 million amended and
restated senior revolving bank credit facility dated March 27, 1997 (the
"Revolving Credit Facility"). The cash generated in the comparable 1996 period
was the result of the issuance of 4.5 million shares of common stock at $14.75
per share on March 19, 1996, which yielded net proceeds to the Company of
approximately $62.2 million, partially offset by the (i) net payment of $29.2
million on the Company's Revolving Credit Facility and (ii) the repayment a
$13.0 million note to Shell Offshore, Inc. in the 1996 period.
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CAPITAL REQUIREMENTS. The Company's expenditures for property acquisition,
exploration and development for the six months ended June 30, 1996 and 1997,
were as follows:
SIX MONTHS ENDED
JUNE 30,
-------------------
1996 1997
-------- --------
(IN THOUSANDS)
Property acquisition costs of evaluated properties $ 39 $ 50,657
Property acquisition costs of unevaluated properties 3,069 29,038
Exploration costs (drilling and completion) 16,029 28,843
Development costs (drilling and completion) 31,113 65,955
Abandonment costs 154 344
Geological and geophysical costs 3,779 16,633
Capitalized interest and general and administrative costs 2,699 7,664
Other capital costs 7,889 17,736
-------- --------
$ 64,771 $216,870
======== ========
A primary component of the Company's strategy is to continue its exploration
and development activities. The Company intends to finance capital expenditures
related to this strategy primarily with funds provided by operations and
borrowings under the Revolving Credit Facility. During the six months ended
June 30, 1997, the Company spent $94.8 million on exploration and development
drilling and $16.6 million on 3-D seismic surveys and other geological and
geophysical costs. Included in property acquisition costs in the six months
ended June 30, 1997, is the $55.9 million net purchase price of the Main Pass
Acquisition. Of the total net purchase price for the Main Pass Acquisition,
approximately $50.5 million was allocated to evaluated properties and $5.4
million was allocated to unevaluated properties. Included in other capital
costs for the six months ended June 30, 1997, is $16.9 million, which relates
primarily to capital costs incurred to install and upgrade production
facilities and flowlines. The Company is also a party to two escrow agreements
which provide for the future plugging and abandonment costs associated with oil
and gas properties. The first agreement, related to East Bay, requires monthly
deposits of $100,000 through June 30, 1998, and $350,000 thereafter until the
balance in the escrow account equals $40 million, unless the Company commits to
the plug and abandonment of a certain number of wells in which case the
increase will be deferred. The second agreement, related to Main Pass 69,
required an initial deposit of $250,000 and monthly deposits thereafter of
$50,000 until the balance in the escrow account equals $7,500,000. As of June
30, 1997, the escrow balances totaled $7.4 million.
In addition to developing its existing reserves, the Company will continue to
attempt to increase its reserve base, production and operating cash flow by
engaging in strategic acquisitions of oil and gas properties. In order to
finance any such possible future acquisitions, the Company may seek to obtain
additional debt or equity financing. The availability and attractiveness of
these sources of financing will depend upon a number of factors, including the
financial condition and performance of the Company, as well as prevailing
interest rates, oil and gas prices and other market conditions. There can be no
assurance that the Company will acquire any additional producing properties. In
addition, the ability of the Company to incur additional indebtedness and grant
security interests with respect thereto will be subject to the terms of the
Indentures (as defined herein).
The Company has budgeted $240.0 million for 1997 drilling activities and an
additional $64.1 million for other direct capital expenditures including lease
acquisitions and seismic purchases. In addition, on March 7, 1997, the Company
completed the Main Pass Acquisition for a net purchase price of $55.9 million.
The Company's other primary capital requirements for the remainder of 1997 and
early 1998 will be for the payment of interest of approximately of $7.8 million
on its 9 3/4% Senior Subordinated Notes, interest of approximately $8.9 million
on its $200,000,000 of 8 7/8% Senior Subordinated Notes due 2007 (the "8 7/8%
Senior Subordinated Notes") and interest on any borrowings the Company may
incur under the Revolving Credit Facility. The Company expects to fund its
current debt service obligations with operating cash flow.
LIQUIDITY. The ability of the Company to satisfy its obligations and fund
planned capital expenditures will be dependent upon its future performance,
which will be subject to prevailing economic conditions, including oil and gas
prices, and to financial and business conditions and other factors, many of
which are beyond its control, supplemented with existing cash balances and if
necessary, borrowings under the Revolving Credit Facility. The Company expects
that its cash flow from operations, existing cash balances and availability
under the Revolving Credit Facility will be adequate
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to execute the remainder of its 1997 business plan. However, no assurance can
be given that the Company will not experience liquidity problems from time to
time in the future or on a long-term basis. If the Company's cash flow from
operations, existing cash balances and availability under the Revolving Credit
Facility are not sufficient to satisfy its cash requirements, there can be no
assurance that additional debt or equity financing will be available to meet
its requirements.
The Revolving Credit Facility currently has a borrowing base of $150 million.
The lenders may redetermine the borrowing base at their option once within any
12-month period as well as on scheduled redetermination dates as outlined in
the Revolving Credit Facility. The Revolving Credit Facility terminates on
March 27, 2000, unless the Company requests and is granted a one-year deferral
of such termination.
Under the terms of the Revolving Credit Facility, the Company is required to
comply with certain financial tests, which may reduce the $150 million
borrowing base. Currently, the Company does not believe that these financial
tests will reduce the borrowing base. As of August 6, 1997, the Company's
outstanding balance on its Revolving Credit Facility was $69.0 million,
including letters of credit of $2.0 million primarily associated with bonding
for future abandonment obligations. The Company had remaining availability of
$81.0 million under the Revolving Credit Facility as of August 6, 1997.
EFFECTS OF LEVERAGE. The Company is highly leveraged with outstanding long-term
debt of approximately $357.2 million as of June 30, 1997. The Company's level
of indebtedness has several important effects on its future operations,
including (i) a substantial portion of the Company's cash flow from operations
must be dedicated to the payment of interest on its indebtedness and will not
be available for other purposes, (ii) the covenants contained in the Indentures
(as defined herein) require the Company to meet certain financial tests, and
other restrictions which may limit its ability to borrow additional funds or to
dispose of assets and may affect the Company's flexibility in planning for, and
reacting to, changes in its business, including possible acquisition activities
and (iii) the Company's ability to obtain additional financing in the future
for working capital, expenditures, acquisitions, general corporate purposes or
other purposes may be impaired.
The Company is required to make semi-annual interest payments of $7.8 million
on its 9 3/4% Senior Subordinated Notes each April 1 and October 1 through the
year 2006 and semi-annual interest payments of approximately $8.9 million on
its 8 7/8% Senior Subordinated Notes each January 15 and July 15 through the
year 2007, commencing January 15, 1998. In addition, the Company is required to
make quarterly interest payments on the Revolving Credit Facility based on
outstanding borrowings for the quarterly period. The Company may also, at its
discretion, make principal payments on the Revolving Credit Facility.
Pursuant to the indenture governing the 9 3/4% Senior Subordinated Notes
(together with the indenture governing the 8 7/8% Senior Subordinated Notes,
the "Indentures"), the Company may not incur any Indebtedness other than
Permitted Indebtedness (as defined in the Indentures) unless the Company's
Consolidated Fixed Charge Coverage Ratio (as defined in the Indentures) for the
four full fiscal quarters preceding the proposed new Indebtedness is greater
than 2.5 to 1.0 after giving pro forma effect to the proposed new Indebtedness,
the application of the proceeds of such Indebtedness and other significant
transactions during the period.
In accordance with the terms of the Indentures, if the Company disposes of oil
and gas assets, it must apply such proceeds to permanently pay down certain
indebtedness or within a specified time from the date of the asset sale,
purchase additional oil and gas assets. If proceeds not applied as indicated
above exceed $15 million ($20 million with respect to the 8 7/8% Senior
Subordinated Notes), the Company shall be required to offer to purchase
outstanding 9 3/4% Senior Subordinated Notes and 8 7/8% Senior Subordinated
Notes or other pari passu indebtedness in an amount equal to the unapplied
proceeds.
The Company believes it is currently in compliance with all covenants contained
in the Indentures and has been in compliance since the issuance of the 9 3/4%
Senior Subordinated Notes and the 8 7/8% Senior Subordinated Notes,
respectively.
The Company's ability to meet its debt service obligations and to reduce its
total indebtedness will be dependent upon the Company's future performance,
which will be subject to oil and gas prices, general economic conditions and to
financial, business and other factors affecting the operations of the Company,
many of which are beyond its control.
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There can be no assurance that the Company's future performance will not be
adversely affected by such economic conditions and financial, business and
other factors.
OTHER MATTERS
ENERGY SWAP AGREEMENTS. The Company engages in futures contracts with
certain of its production through master swap agreements ("Swap Agreements").
The Company considers these futures contracts to be hedging activities and, as
such, monthly settlements on these contracts are reflected in oil and gas
sales. In order to consider these futures contracts as hedges, (i) the Company
must designate the futures contract as a hedge of future production and (ii)
the contract must reduce the Company's exposure to the risk of changes in
prices. Changes in the market value of futures contracts treated as hedges are
not recognized in income until the hedged item is also recognized in income. If
the above criteria are not met, the Company will record the market value of the
contract at the end of each month and recognize a related gain or loss.
Proceeds received or paid relating to terminated contracts or contracts that
have been sold are amortized over the original contract period and reflected in
oil and gas sales.
The Swap Agreements provide for separate contracts tied to the NYMEX
light sweet crude oil and natural gas futures contracts. The Company has
contracts which contain specific contracted prices ("Swaps") that are settled
monthly based on the differences between the contract prices and the average
NYMEX prices for each month applied to the related contract volumes. To the
extent the average NYMEX price exceeds the contract price, the Company pays the
spread, and to the extent the contract price exceeds the average NYMEX price
the Company receives the spread. In addition, the Company has combined
contracts which have agreed upon price floors and ceilings ("Costless
Collars"). To the extent the average NYMEX price exceeds the contract ceiling,
the Company pays the spread between the ceiling and the average NYMEX price
applied to the related contract volumes. To the extent the contract floor
exceeds the average NYMEX price the Company receives the spread between the
contract floor and the average NYMEX price applied to the related contract
volumes. Under the terms of the Swap Agreements, each counterparty has extended
the Company a $5 million line of credit for use in conjunction with its hedging
activities. As of August 6, 1997, the Company's exposure under all contracts
covered by the Swap Agreements was approximately $3.3 million.
As of June 30, 1997, after giving effect to the additional oil Swaps that the
Company entered into in July, 1997, the Company's open forward position on its
outstanding crude oil Swaps was as follows:
AVERAGE
YEAR MBBLS PRICE
---- ----- -------
1997 1,500 $19.89
1998 3,600 $19.65
1999 300 $18.55
2000 300 $18.55
------ ------
5,700 $19.60
===== ======
The Company currently has no outstanding natural gas Swaps.
As of June 30, 1997, the Company's open forward position on its outstanding
Costless Collars was as follows:
EFFECTIVE CONTRACTED CONTRACTED CONTRACTED
----------------- VOLUMES FLOOR CEILING
YEAR FROM THROUGH (MBBLS) PRICE PRICE
---- ---- ------- ------- ----- -----
1997 July September 900 $20.00 $24.40
On March 7, 1997, the Company entered into a basis swap for 9,000 barrels of
oil per month for the period April, 1997, through July, 1997, with a fixed
price of ($0.11) per barrel basis differential between the monthly calendar
average of Platt's Louisiana Light Sweet and Platt's West Texas Intermediate
crude oil prices.
In addition, on April 7, 1997, the Company entered into a field diesel swap for
150,000 gallons per month for the month of April 1997, and August 1997 through
March 1998, relating to expected future diesel needs. This swap obligates the
Company to make or receive payments on the last day of each respective calendar
month based on the
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14
difference between a specified price of $0.5425 per gallon and the average of
the daily settlement price per gallon for the respective calendar month Platt's
Gulf Coast Pipeline mean high sulfur 2 oil contract.
As a result of hedging activity under the Swap Agreements, on a BOE basis, the
Company estimates that approximately 26% of its estimated remaining 1997
production that is classified as proved reserves as of June 30, 1997, will not
be subject to price fluctuation for 1997.
Currently, it is the Company's intention to commit no more than 50% of its
total annual production on a BOE basis to such arrangements. Moreover, under
the Revolving Credit Facility, the Company is prohibited from committing more
than 80% of its production estimates for the next 24 months to such
arrangements at any point in time. As the current swap agreements expire, the
portion of the Company's oil and natural gas production that is subject to
price fluctuations will increase significantly, unless the Company enters into
additional hedging transactions.
Despite the measures taken by the Company to attempt to control price risk, the
Company remains subject to price fluctuations for natural gas and oil sold in
the spot market. Prices received for natural gas sold on the spot market are
volatile due primarily to seasonality of demand and other factors beyond the
Company's control. Domestic oil prices generally follow worldwide oil prices,
which are subject to price fluctuations resulting from changes in world supply
and demand. While the price the Company receives for its oil and natural gas
production has significant financial impact on the Company, no prediction can
be made as to what price the Company will receive for its oil and natural gas
production in the future.
GAS BALANCING. It is customary in the industry for various working interest
partners to produce more or less than their entitlement share of natural gas
from time to time. The Company's net overproduced position on its properties
decreased from 2,059,954 Mcf at December 31, 1996, to 950,278 Mcf at June 30,
1997. This decrease is primarily the result of the Company's Main Pass
Acquisition. During the make-up period for the remaining imbalance, the
Company's gas revenues will be adversely affected. The Company recognizes
revenue and imbalance obligations under the sales method of accounting.
CERTAIN STATEMENTS IN THIS FORM 10-Q REGARDING FUTURE EXPECTATIONS AND PLANS
FOR OIL AND GAS EXPLORATION, DEVELOPMENT, PRODUCTION AND ACQUISITIONS MAY BE
REGARDED AS "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES
LITIGATION REFORM ACT. THEY ARE SUBJECT TO VARIOUS RISKS, SUCH AS OPERATING
HAZARDS, DRILLING RISKS, AND THE INHERENT UNCERTAINTIES IN INTERPRETING
ENGINEERING DATA RELATING TO UNDERGROUND ACCUMULATIONS OF OIL AND GAS, AS WELL
AS OTHER RISKS DISCUSSED IN DETAIL IN THE COMPANY'S SEC FILINGS, INCLUDING THE
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996. ACTUAL RESULTS
MAY VARY MATERIALLY.
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OCEAN ENERGY, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders in Baton Rouge,
Louisiana on June 17, 1997. The following sets forth matters submitted
to a vote of the stockholders:
[A] The following individuals were elected to the Board of Directors
as stated in the Company's Proxy Statement dated May 13, 1997,
for terms expiring at the 2000 annual stockholders' meeting or
until their successors have been elected and qualified - Class II
Directors: William W. Rucks, IV and Milton J. Womack.
Every Director was elected by a vote of 17,223,282 shares, being
more than a majority of the Common Stock of the Company, and
38,462 shares withheld.
[B] The stockholders ratified the appointment of Arthur Andersen, LLP
to audit the financial statements of the Company and its
subsidiaries for the year 1997, by a vote of 17,270,849 shares,
being more than a majority of the Common Stock of the Common
Stock of the Company, with 965 shares voted against, and 1,300
shares abstained.
[C] The stockholders ratified and approved the Flores & Rucks, Inc.
1996 Long-Term Incentive Plan, by a vote of 13,189,144 shares,
being more than a majority of the Common Stock of the Company,
with 3,141,315 shares voted against, and 10,331 shares abstained.
[D] The stockholders approved the amendment of the certificate of
incorporation to change the name of the Company to "Ocean Energy,
Inc." by a vote of 17,234,149 shares, being more than a majority
of the Common Stock of the Company, with 33,645 shares voted
against, and 4,850 shares abstained.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
[A] Exhibits
3.1 Amendment to the Certificate of Incorporation of the
Company dated June 17, 1997
27.1 Financial Data Schedule
[B] Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OCEAN ENERGY, INC.
By: /s/ James C. Flores August 12, 1997
------------------------------------------
James C. Flores
Chairman of the Board of Directors,
President and Chief Executive Officer
/s/ Robert L. Belk August 12, 1997
------------------------------------------
Robert L. Belk
Executive Vice President, Chief Financial
Officer, Treasurer and Director (Principal
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT
INDEX DESCRIPTION
----- -----------
3.1 Amendment to the Certificate of Incorporation of the
Company dated June 17, 1997
27.1 Financial Data Schedule