1
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 SEPTEMBER 30,
1997 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 000-20849
RUTHERFORD-MORAN OIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0499690
----------------------------- -------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
INCORPORATION OF ORGANIZATION) IDENTIFICATION NO.)
5 GREENWAY PLAZA, SUITE 220, HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
(713) 622-5555
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
LAST REPORT)
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 has been subject to such
filing requirements for the past 90 days. Yes / x / No / /
As of November 7, 1997, there were 25,614,000 shares of common stock,
$.01 par value, of the registrant outstanding.
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RUTHERFORD-MORAN OIL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
Three months Three months
ended ended
September 30, 1997 September 30, 1996
------------------ ------------------
Revenues:
Oil and gas revenue . . . . . . . . . . . . . . . . $ 10,187 $ --
Interest income . . . . . . . . . . . . . . . . . . 68 138
------------------ ------------------
Total revenues . . . . . . . . . . . . . . . 10,255 138
------------------ ------------------
Expenses:
Operating expense . . . . . . . . . . . . . . . . . 7,458 --
Interest expense . . . . . . . . . . . . . . . . . 1,972 241
Depreciation, depletion and amortization . . . . . 5,447 16
Salaries and wages . . . . . . . . . . . . . . . . 257 150
General and administrative . . . . . . . . . . . . 969 552
Foreign currency exchange loss, net . . . . . . . . 1,850 --
Gain on futures contracts . . . . . . . . . . . . . (410) --
------------------ ------------------
Total expenses . . . . . . . . . . . . . . . 17,543 959
------------------ ------------------
Net loss before income taxes . . . . . . . . (7,288) (821)
Income tax benefit . . . . . . . . . . . . . . . . . (3,011) (152)
------------------ ------------------
Net loss . . . . . . . . . . . . . . . . . . $ (4,277) $ (669)
================== ==================
Net loss per share . . . . . . . . . . . . . $ (.17) $ (0.03)
================== ==================
Weighted average number of common shares outstanding 25,615,000 25,495,652
================== ==================
See accompanying notes to unaudited condensed consolidated financial statements.
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RUTHERFORD-MORAN OIL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
Nine months January 1
ended June 18, through through
September 30, 1997 September 30, 1996 June 17, 1996
(Company) (Company) (Predecessors)
------------------ ------------------ --------------
Revenues:
Oil and gas revenue . . . . . . . . . . . . . . . . . $ 25,784 $ -- $ --
Interest income . . . . . . . . . . . . . . . . . . . 162 158 --
------------------ ------------------ --------------
Total revenues . . . . . . . . . . . . . . . . 25,946 158 --
Expenses:
Operating expense . . . . . . . . . . . . . . . . . . 17,100 -- --
Interest expense . . . . . . . . . . . . . . . . . . 4,620 248 395
Depreciation, depletion and amortization . . . . . . 13,232 16 4
Salaries and wages . . . . . . . . . . . . . . . . . 837 165 108
General and administrative . . . . . . . . . . . . . 3,156 592 180
Foreign Currency exchange loss, net . . . . . . . . . 1,850 -- --
Gain on futures contracts . . . . . . . . . . . . . . (275) -- --
------------------ ------------------ --------------
Total expenses . . . . . . . . . . . . . . . . 40,520 1,021 687
------------------ ------------------ --------------
Loss before income taxes . . . . . . . . . . . $ (14,574) $ (863) $ (687)
Income tax benefit . . . . . . . . . . . . . . . . . . (5,584) (152) 1,921
------------------ ------------------ --------------
Net loss . . . . . . . . . . . . . . . . . . . $ (8,990) $ (711) $ (2,608)
================== ================== ==============
Net loss per share . . . . . . . . . . . . . . $ (0.35) $ (0.03) $ (0.12)
================== ================== ==============
Weighted average number of common shares outstanding . 25,612,440 25,438,462 21,000,000
================== ================== ==============
See accompanying notes to unaudited condensed consolidated financial statements.
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RUTHERFORD-MORAN OIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
ASSETS
September 30, 1997 December 31, 1996
------------------ -----------------
(Unaudited)
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . $ 3,415 $ 444
Accounts receivable . . . . . . . . . . . . . . . . 2,658 --
Inventory . . . . . . . . . . . . . . . . . . . . . 7,581 --
Value added tax refund receivable . . . . . . . . . 5,829 2,806
Joint interest receivable . . . . . . . . . . . . . 3,456 150
Interest receivable . . . . . . . . . . . . . . . . 3 --
Other . . . . . . . . . . . . . . . . . . . . . . 366 17
------------------ -----------------
Total current assets . . . . . . . . . . . . 23,308 3,417
Property and equipment, at cost:
Oil and gas properties (full cost method) . . . . . 217,699 123,300
Office furniture and fixtures . . . . . . . . . . . 376 197
Accumulated depreciation, depletion and amortization (13,269) (37)
------------------ -----------------
Net property and equipment . . . . . . . . . 204,806 123,460
Other assets:
Deferred financing costs, net . . . . . . . . . . . . 4,278 1,548
Restricted cash . . . . . . . . . . . . . . . . . . . 24,300 --
Deferred charges, net . . . . . . . . . . . . . . . . 1,354 1,400
------------------ -----------------
Total assets . . . . . . . . . . . . . . . . $ 258,046 $ 129,825
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities . . . . . $ 4,944 $ 852
Joint interest payable . . . . . . . . . . . . . . 6,320 2,715
------------------ -----------------
Total current liabilities . . . . . . . . . 11,264 3,567
Note payable to bank . . . . . . . . . . . . . . . . 29,996 22,842
10 3/4 senior subordinated notes . . . . . . . . . . 120,000 --
Deferred income taxes . . . . . . . . . . . . . . . . 3,682 1,391
Premium on written option . . . . . . . . . . . . . . 1,238 1,400
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares
authorized, no shares issued and outstanding . -- --
Common stock, $0.01 par value, 40,000,000 shares
authorized, 25,612,440 and 25,600,000 shares issued
and outstanding at September 30, 1997 and
December 31, 1996, respectively . . . . . . . . 256 256
Additional paid-in capital . . . . . . . . . . . . . 103,302 103,143
Accumulated deficit . . . . . . . . . . . . . . . . . (10,706) (1,716)
Deferred compensation . . . . . . . . . . . . . . . . (986) (1,058)
------------------ -----------------
Total stockholders' equity . . . . . . . . . 91,866 100,625
------------------ -----------------
Total liabilities and stockholders' equity . $ 258,046 $ 129,825
================== =================
See accompanying notes to unaudited consolidated financial statements
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
Nine months January 1
ended June 18, through through
September 30, 1997 September 30, 1996 June 17, 1996
(Company) (Company) (Predecessors)
------------------ ------------------ -------------
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . $ (8,990) $ (711) $ (2,608)
Adjustments to reconcile net loss to cash flows
provided by (used in) operating activities:
Depreciation, depletion and amortization . . . . . . 13,886 245 4
Net gain on futures contracts . . . . . . . . . . . . (275) -- --
Deferred income taxes . . . . . . . . . . . . . . . . (5,584) (152) 1,921
Foreign currency exchange loss . . . . . . . . . . . 1,850 -- --
Changes in working capital . . . . . . . . . . . . . (12,738) (7,104) 5,605
------------------ ------------------ -------------
Cash provided by (used in ) operating activities (11,851) (7,722) 4,922
------------------ ------------------ -------------
Cash flows from investing activities:
Investment in oil and gas properties . . . . . . . . (57,112) (14,835) (30,377)
Investment in Maersk, net of cash acquired . . . . . (29,414) -- --
Other capital expenditures . . . . . . . . . . . . . (179) (98) (38)
------------------ ------------------ -------------
Cash used in investing activities . . . . . . . (86,705) (14,933) (30,415)
------------------ ------------------ -------------
Cash flows from financing activities:
Deferred financing costs . . . . . . . . . . . . . . (187) (1,689) --
Exercise of call option on Thai Romo Limited stock . -- (3,130) --
Proceeds from initial public offering . . . . . . . . -- 97,103 --
Redemption of Rutherford-Moran Exploration Company
stock by majority stockholders . . . . . . . . . . -- (12,360) --
Proceeds from shareholder loans . . . . . . . . . . . -- -- 15,654
Payments on shareholder loans . . . . . . . . . . . . -- (24,144) --
10 3/4 senior subordinated notes . . . . . . . . . . 120,000 -- --
Bond offering cost . . . . . . . . . . . . . . . . . (2,965) -- --
Restricted cash . . . . . . . . . . . . . . . . . . . (24,300) -- --
Borrowings under bank notes . . . . . . . . . . . . . 106,330 2,000 29,164
Repayment of bank notes . . . . . . . . . . . . . . . (99,176) (49,664) (13,885)
------------------ ------------------ -------------
Cash provided by financing activities . . . . 99,702 8,116 30,933
------------------ ------------------ -------------
Net increase (decrease) in cash . . . . . . . 1,146 (14,539) 5,440
Effect of Exchange Rate changes on cash . . . 1,825 -- --
Cash and cash equivalents, beginning of period . . . . 444 15,271 9,831
------------------ ------------------ -------------
Cash and cash equivalents, end of period . . . . . . . 3,415 732 15,271
================== ================== =============
Supplemental disclosures of cash flow information -
Cash paid during the period for interest . . . . . . 1,031 56 767
================== ================== =============
Supplemental disclosures of noncash investing and
financing activities:
Capitalization of amortized loan acquisition costs . -- -- 168
================== ================== =============
Interests in Thai Romo Limited and Rutherford-Moran
Exploration Company contributed for common stock . -- -- 24,682
================== ================== =============
Predecessor retained earnings reclassified to additional
paid-in capital . . . . . . . . . . . . . . . . . . -- 4,021 --
================== ================== =============
Premium deferred and premium on written options . . . . 388 443 557
================== ================== =============
See accompanying notes to unaudited condensed consolidated financial statements
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RUTHERFORD-MORAN OIL CORPORATION
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements include
all adjustments necessary to present fairly the consolidated financial position
of Rutherford-Moran Oil Corporation ("RMOC" or the "Company") at September 30,
1997 and December 31, 1996, and its results of operations and cash flows for
the three months and nine months ended September 30, 1997 and 1996. The
financial statements herein should be read in conjunction with the consolidated
financial statements and notes to the consolidated financial statements as of
and for the year ended December 31, 1996, as included in the Company's annual
report on Form 10-K.
In order to prepare these financial statements in conformity with
generally accepted accounting principles, management of the Company has made a
number of estimates and assumptions relating to the reporting of assets and
liabilities, the disclosure of contingent assets and liabilities and reserve
information (which affects the depletion calculation as well as the computation
of the ceiling limitation). Actual results could differ from those estimates.
(2) ORGANIZATION
Rutherford-Moran Exploration Company ("RMEC") was formed on September
21, 1990, for the purpose of holding an interest in an oil and gas concession
in Thailand through Thai Romo Limited ("Thai Romo"). RMEC paid all of the
expenses of the concession on behalf of Thai Romo through November 4, 1993.
Effective September 24, 1990, the stockholders of RMEC elected to have
it treated as a Subchapter S Corporation under the Internal Revenue Code of
1986, as amended. As such, RMEC did not incur federal income taxes at the
corporate level prior to June 18, 1996, and its taxable income or losses were
passed through to the stockholders based on their interests.
In June 1991, Thai Romo was organized as a foreign corporation under
the laws of the Kingdom of Thailand for the purpose of holding an interest in
an oil and gas concession. In August 1991, Thai Romo, with two other companies,
was awarded Petroleum Concession 1/2534/36 (the "Concession"), offshore Block
B8/32 in the Gulf of
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Thailand from the Ministry of Industry in Thailand to explore for petroleum. A
subsidiary of Pogo Producing Company is the operator of the Concession. In
November 1993, Thai Romo amended its Articles of Association so that it would
be treated as a partnership for U.S. income tax purposes. As such, Thai Romo
was not subject to federal income taxes from November 1993 to June 17, 1996.
Income and losses earned by Thai Romo were passed through to the partners on
the basis of their interest in Thai Romo.
As RMEC and Thai Romo are now part of the Company's consolidated tax
return, the Company recorded a deferred tax charge of $1,921,000 on June 17,
1996, representing the difference between the book basis and tax basis of its
foreign oil and gas properties.
(3) PRINCIPLES OF PRESENTATION
In April 1996, Rutherford/Moran Oil Corporation changed its name to
RMEC. Effective June 17, 1996, the stockholders of RMEC and the partners of
Thai Romo exchanged their interests for shares of common stock of the newly
formed entity, RMOC. RMOC is the parent company of RMEC and Thai Romo Holdings,
Inc. ("TRH"). RMEC and TRH collectively own the outstanding shares of Thai
Romo. During June 1996, RMOC sold 16% of its common stock in an initial public
offering (the "Offering"), in conjunction with the consummation of the exchange
of RMEC common stock and Thai Romo interests for common stock of RMOC. At the
time of the Offering, RMEC redeemed for $12.4 million approximately 56,000
shares of its common stock from Patrick R. Rutherford and John A. Moran,
majority stockholders of RMEC (the "Redemption"), exercised RMEC's call option
on 3% of the partners' interest in Thai Romo held by Red Oak Holdings, Inc. for
$3.1 million and repaid outstanding debt of $62 million owed stockholders and
banks. On June 18, 1996, the stockholders' equity accounts were adjusted to
reflect the deficit accumulated during the development stage to additional
paid-in capital upon RMEC and Thai Romo becoming subject to federal income
taxes. During July 1996, an additional 2.4% of RMOC's common stock was sold
when the underwriters exercised their over-allotment option.
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RUTHERFORD-MORAN OIL CORPORATION
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The consolidated financial statements for 1997 include the accounts of
RMOC, its wholly owned subsidiaries, and its proportionate ownership of B8/32
Partners, Limited ("B8/32 Partners"), in which RMOC owns 46.34% of the
outstanding voting shares. All material intercompany accounts and transactions
have been eliminated in the consolidation.
The financial statements for the period January 1, 1996 through June
17, 1996, include the accounts of RMEC and Thai Romo (combined). All material
intercompany accounts and transactions have been eliminated in the combination.
The combined financial statements are presented due to the commonality of the
stockholders and partners of RMEC and Thai Romo.
During the period from September 21, 1990, through December 31, 1996,
the Company was considered a development stage company and its sole activity
was the development of Block B8/32 in the Gulf of Thailand. Production from the
Tantawan Field commenced in February 1997, at which time the Company was no
longer considered a development stage company.
(4) OIL AND GAS PROPERTY ACQUISITION
On December 19, 1996, the Company, through its wholly owned
subsidiary, Thai Romo, exercised its preferential right to purchase 46.34% of
the outstanding shares of Maersk Oil (Thailand) Limited ("MOTL"), a wholly
owned subsidiary of Maersk Olie og Gas AS of Copenhagen, Denmark ("Maersk").
MOTL is a former co-concessionaire in Block B8/32 owning a 31.67% interest. The
purchase was consummated with Maersk on March 3, 1997, with TRH, a wholly owned
subsidiary of the Company and Thai Romo's nominee under the Share Sales
Agreement, purchasing the shares for $28,617,000, which included $1,554,000 in
satisfaction of outstanding debt. After the closing, MOTL was renamed B8/32
Partners, Limited.
The remaining 53.66% of MOTL's stock was purchased by Thaipo Limited
("Thaipo"), a subsidiary of Pogo Producing Company ("Pogo"), and by Palang
Sophon Limited ("Palang") of Bangkok, Thailand. Thaipo, Palang and
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MOTL were co-concessionaires with Thai Romo prior to the sale of MOTL. As a
result of the purchase, RMOC now effectively owns a uniform interest of 46.34%
in the entire Block.
The $28.6 million purchase price of the acquisition has been
capitalized using the purchase method of accounting and has been allocated
between proven properties and unproven properties. Production from the
properties acquired is anticipated to commence in 1999 when the initial
development plan at Benchamas Field is scheduled to be completed. Finalization
of the purchase price allocation is pending the receipt of certain requested
information from the seller, fair value appraisals, and analysis of reserve
estimates by the Company.
The Company financed the purchase of MOTL by utilizing borrowings
under its Revolving Credit Facility ("Revolving Credit Facility") and $20
million from a new Credit Agreement entered into with Chase Manhattan Bank
("Chase"), which was repaid on May 2, 1997.
(5) DEBT
CREDIT FACILITY
On September 20, 1996, the Company entered into a $150 million
Revolving Credit Facility with a group of commercial lenders. The Revolving
Credit Facility has a final maturity of September 30, 1999, and had an initial
borrowing base limitation of $60 million. On April 29, 1997, the borrowing base
limitation was redetermined to $120 million. Subsequent to the issuance of the
Company's 10.75% Senior Subordinated Notes ("Notes") in September 1997, the
borrowing base was reset to $60 million. The Revolving Credit Facility is
secured by the stock of certain subsidiaries of the Company.
Under the terms of the Revolving Credit Facility, outstanding
borrowings bear interest at the Base Rate (defined as the greater of the
Federal Funds Rate plus .5% or the agent bank's prime rate) plus .25% or the
Eurodollar Rate (defined as an average of the London Interbank Offered Rate
("LIBOR") of two banks) plus 1.75%, at the Company's option. Interest is
payable quarterly. The Company is also assessed a commitment fee equal to .5%
per annum on the average daily balance of the unused borrowing base.
On September 8, 1997, the Company entered into a Credit Agreement
("Credit Agreement") with Chase Manhattan Bank for an additional borrowing of
$5 million. The Credit Agreement contains covenants substantially
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identical to those in the Revolving Credit Facility. The Credit Agreement was
repaid on September 29, 1997 with proceeds from the Notes.
The Revolving Credit Facility provides for semi-annual borrowing base
redeterminations as well as certain restrictions, including limitations on
additional indebtedness, payment of dividends and maintenance of an interest
coverage ratio. As of September 30, 1997, the Company was not in compliance
with one of its financial covenants, however such non-compliance has been
waived by its lenders. In connection with such waiver, the interest rates under
the Revolving Credit Facility was amended to be LIBOR plus 2.75% or Base Rate
plus 1.25%, at the Company's option.
At September 30, 1997, $30 million was outstanding under the Revolving
Credit Facility at interest rates ranging from 7.375% to 7.4375% per annum.
NOTES
On September 29, 1997, the Company issued $120 million of Notes due
2004 at an annual interest rate of 10.75%. The proceeds were used to repay $93
million of outstanding indebtedness under the Revolving Credit Facility and
Credit Agreement and to purchase $24 million of securities which were escrowed
to pay interest on the Notes. The Notes contain customary covenants, including
limitations on the incurrence of additional indebtedness, restricted payments
and the establishment of certain liens.
(6) CRUDE OIL HEDGING ACTIVITIES
During the first quarter of 1996, the Company entered into crude oil
price swaps with an affiliate of one of its lenders. While the swaps are
intended to reduce the Company's exposure to declines in the market price of
crude oil, they may limit the Company's gain from increases in the market
price. The crude oil price swaps qualify as hedges; and as long as they
correlate with production based on engineering estimates, any gains and losses
will be recorded when the related oil production has been delivered. Gains and
losses on closed crude oil price swap agreements will be deferred and amortized
over the original term of the agreement. Should the crude oil price swaps cease
to be recognized as a hedge, subsequent changes in value will be recorded in
the statement of operations. At September 30, 1997, the crude oil price swap
agreements incorporated one million barrels ("MMBbl") of oil volumes from April
through December 1997 at a weighted average price of $15.92 per Bbl and 1.75
MMBbl of oil volumes from January through December 1998 at a weighted average
price of $15.92 per Bbl. On April 1, 1997, the swaps went into effect and
quarterly settlements began between the Company and an affiliate of one of its
lenders. During
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the period June 30 through September 30, 1997, Brent crude oil prices averaged
$18.61 per barrel resulting in a reduction in oil and gas revenues of $895,000.
The related deferred charge of $1.8 million is being amortized against oil and
gas revenues as the hedged volumes expire, resulting in amortization of
$434,000 being recorded during the nine months ended September 30, 1997.
Based on current production estimates, the Company anticipates
producing approximately 900,000 barrels of oil during 1997; therefore,
approximately 100,000 barrels of the crude oil price swap agreement for 1997 is
considered under current accounting literature to be speculative and a loss of
$2,500 and $275,000 has been recorded in the statement of operations during the
three months and nine months, respectively, ended September 30, 1997 to reflect
the fair market value of the speculative position at September 30, 1997.
At the same time, the Company sold to an affiliate of one of its
lenders an option to purchase 1.25 MMBbl of aggregate oil volumes from January
through December 1999 at a price of $18.30 per barrel. The Company has
accounted for the swap option separately as it does not qualify as a hedge. At
September 30, 1997, the Company estimates the liability associated with this
position to be $1.2 million. During the period April 1 through September 30,
1997, the liability was decreased by $550,000 to reflect the decreased cost the
Company would incur if it chose to settle the swap option. The decrease has
been recognized in the statement of operations.
The estimated fair market value of the swap and the swap option at
October 3, 1997, is $7,960,000 and $1,425,000 respectively.
(7) REVENUE RECOGNITION
The Company recognizes revenues at the time of transfer to the
purchaser; however, crude oil inventory is recorded at the cost of production
and related depletion upon transfer to the floating production, storage and
offloading vessel.
(8) FOREIGN TRANSLATION GAIN/LOSS
The Company follows SFAS 52, "Foreign Currency Translation", which
requires that business transactions and foreign operations recorded in a
foreign currency be restated in U.S. dollars, which is the Company's functional
currency. Revenues and expenses are translated at an average exchange rate for
the month. Transaction gains
12
and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in
the results of operations as incurred. During both the three months and nine
months ending September 30, 1997, currency translations resulted in a loss of
$1,850,000.
(9) OIL AND GAS PROPERTY AND EQUIPMENT
The Company and its subsidiaries follow the full cost method of
accounting for its investment in oil and gas properties. Under this method of
accounting, all costs of acquisition, exploration and development of oil and
natural gas reserves are capitalized into a "full cost pool" as incurred.
Properties in the pool are depleted and charged to operations utilizing the
unit-of-production method based on the ratio of current production to total
proved oil and natural gas reserves.
Interest in connection with expenditures on major exploration projects
is capitalized. During the three months and nine months ending September 30,
1997, $242,000 and $733,000, respectively, of interest was capitalized as
compared to $0 and $1.6 million, respectively, for the three months and nine
months ended September 30, 1996.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
audited consolidated financial statements as of and for the year ended December
31, 1996, included in the Company's annual report on Form 10-K. Results of
interim periods are not necessarily indicative of results for an entire year.
OVERVIEW
Oil and gas production commenced February 1, 1997, at which time the
Company was no longer considered a development stage company.
The Company and its subsidiaries follow the full cost method of
accounting for their investment in oil and gas properties. Under this method of
accounting, all costs of acquisition, exploration and development of oil and
natural gas reserves are capitalized into a "full cost pool" as incurred.
Properties in the pool are depleted and charged to operations utilizing the
unit-of-production method based on the ratio of current production to total
proved oil and natural gas reserves.
RESULTS OF OPERATIONS
Three Months Ended September 30, 1997, Compared with Three Months Ended
September 30, 1996.
The Company's net loss of $ 4.3 million or $ 0.17 per share for the
three months ended September 30, 1997, increased from the Company's net loss of
$669,000 or $0.03 per share for the three months ended September 30, 1996,
primarily due to the commencement of production operations on February 1, 1997,
net of related costs, offset by increased interest expense due to higher debt
levels, a foreign exchange loss and higher salaries and wages and
administrative expenses.
The Company's total revenues for the three months ended September 30,
1997, were $10.3 million as compared to $138,000 for the three months ended
September 30, 1996. Oil and gas revenues were $10.2 million and interest income
was $68,000 for the current period as compared to $138,000 of interest income
during the corresponding period in 1996.
14
Production volumes for the third quarter of 1997, before royalties,
were 236,026 barrels of oil and 3,944,487 MCF of gas.
Operating expenses incurred for the three months ended September 30,
1997, were $7.5 million as compared to no operating expenses previously.
Depreciation, depletion and amortization expense recorded for the
three months ended September 30, 1997, was $5.4 million as compared to $16,000
for the three months ended September 30, 1996. This increase is due to the
commencement of production during February 1997.
Interest expense of $2.0 million for the three months ended September
30, 1997, increased compared to $241,000 for the three months ended September
30, 1996. This increase is due primarily to an increase in borrowings as well
as the amortization of deferred financing costs. Salaries and wages and general
and administrative expenses of $257,000 and $969,000, respectively, for the
three months ended September 30, 1997, increased compared to $150,000 and
$552,000, respectively, for the three months ended September 30, 1996. This
increase is primarily due to the capitalization of a greater portion of
salaries and wages and costs in 1996 compared to 1997. Additionally, there was
an increase in personnel during the third and fourth quarters of 1996 resulting
in higher administrative costs for 1997 compared to 1996.
During the three months ended September 30, 1997, $242,000 of interest
expense was capitalized to unproved properties.
The foreign exchange loss of $1,850,000 primarily reflects the impact
of the decline in value of the Thai baht on the Company's receivables during
the third quarter of 1997.
15
Nine Months Ended September 30, 1997, Compared with Nine Months Ended September
30, 1996.
The Company's net loss of $9.0 million, or $0.35 per share for the
nine months ended September 30, 1997, increased from the Company's net loss of
$3.3 million, or $ 0.14 per share for nine months ended September 30, 1996. The
increase in net loss is primarily due to interest expense caused by higher debt
levels, a foreign exchange loss, higher salaries and wages and administrative
expenses, offset by the recognition of a tax benefit and revenues associated
with the commencement of production, net of related costs.
The Company's total revenues for the nine months ended September 30,
1997, were $26.0 million as compared to $158,000 for the nine months ended
September 30, 1996. Oil and gas revenues were $25.8 million and interest income
was $0.2 million for the current period as compared to interest income of
$158,000 during the nine months ended September 30, 1996.
Production volumes for the nine months ended September 30, 1997,
before royalties, were 586,904 barrels of oil and 9,436,471 MCF of gas,
compared to no production volumes previously.
Operating expenses incurred for the nine months ended September 30,
1997, were $17.1 million as compared to no operating expenses previously.
Depreciation, depletion and amortization expense recorded for the nine
months ended September 30, 1997, was $13.2 million as compared to $20,000 for
the nine months ended September 30, 1996. This increase is due to the
commencement of production during February 1997.
Interest expense of $4.6 million for the nine months ended September
30, 1997, increased compared to $643,000 for the nine months ended September
30, 1996. This increase is due to an increase in borrowings and the
amortization of deferred financing costs. Outstanding debt at September 30,
1997, was $150 million as compared to $2 million at September 30, 1996.
Salaries and wages and general and administrative expenses of $837,000
and $3.2 million, respectively, for the nine months ended September 30, 1997,
increased compared to $273,000 and $772,000, respectively, for the nine months
ended September 30, 1996. This increase is primarily due to the capitalization
of a greater portion of salaries
16
and wages and costs in 1996 compared to 1997. Additionally, there was an
increase in personnel during the third and fourth quarters of 1996 resulting in
higher administrative costs for 1997 compared to 1996.
During the nine months ended September 30, 1997, $733,000 of interest
expense was capitalized to unproved properties as compared to $1.6 million
capitalized to unproved properties during 1996.
The foreign exchange loss of $1,850,000 primarily reflects the impact
of the decline in value of the Thai baht on the Company's receivable during the
third quarter of 1997.
As a result of the initial public offering in June 1996, the Company
became a taxable entity and recorded a one-time charge of $1,921,000,
representing the difference between the book and tax basis of its foreign oil
and gas properties.
LIQUIDITY AND CAPITAL RESOURCES
On September 20, 1996, the Company entered into a $150 million
Revolving Credit Facility with a group of commercial lenders. The Revolving
Credit Facility has a final maturity of September 30, 1999, and had an initial
borrowing base limitation of $60 million. The Revolving Credit Facility is
secured by the stock of certain subsidiaries of the Company.
On February 25, 1997, the Company entered into a Credit Agreement with
Chase for an additional borrowing of $20 million. This Credit Agreement
contained covenants substantially identical to those in the Revolving Credit
Facility.
On April 29, 1997, the borrowing base in the Revolving Credit Facility
was redetermined to $120 million. As a result, the Company repaid the amount
due under the Credit Agreement with additional borrowings under the Revolving
Credit Facility.
On September 8, 1997, the Company entered into a Credit Agreement with
Chase for an additional borrowing of $5 million. This Credit Agreement
contained covenants substantially identical to those in the Revolving
17
Credit Facility. On September 29, 1997, the Company repaid the borrowing under
the Credit Agreement with proceeds from the Notes.
On September 29, 1997, the Company issued $120 million of Notes due
October 1, 2004. The net proceeds from this offering were used to repay $93
million of outstanding debt under the Revolving Credit Facility and the Credit
Agreement and purchase a portfolio of U.S. Government obligations of
approximately $24 million, which is sufficient to provide for payment in full
when due of the first four scheduled interest payments on the Notes.
The borrowing base limitation under the Revolving Credit Agreement was
reset at $60 million upon the completion of the Note offering. At September 30,
1997, $30 million was outstanding under the Revolving Credit Facility at
interest rates ranging from 7.375% to 7.4375%.
Since the completion of its recent Note offering, the Company has been
funding its operations from internally generated cash flow and additional
borrowings under its Revolving Credit Facility, under which $16 million was
available at November 10, 1997. As of September 30, 1997, the Company was not
in compliance with one of its financial covenants, however such non-compliance
has been waived by its lenders. The Company is currently in the process of
arranging an amended Revolving Credit Facility, subject to final approval of
certain of its lenders and completion of satisfactory documentation, to provide
for a fixed borrowing base of $150 million until September 30, 1998 (or on the
completion of certain new financings or other specified events, if earlier).
The amended facility will provide that the Company pay interest at rates based
on a margin of 1.75% over LIBOR for the first $60 million outstanding and a
margin of 2.75% over LIBOR for additional outstandings. Alternatively, the
Company may pay a margin over prime rate of 0.25% and 1% respectively, for
similar levels of borrowings. As of September 30, 1998 and semi-annually
thereafter, the borrowing base will be redetermined by the lenders on customary
industry terms based upon the Company's then current reserve base. Bank
borrowings in excess of the redetermined borrowing base, if any, will have to
be repaid over a six month period subsequent to the redetermination.
The Company makes, and will continue to make, substantial capital
expenditures for the exploration, development and production of oil and natural
gas reserves. For 1998, the Company currently expects capital expenditures to
be in the range of $110 million to $120 million. Over the next 24 months, the
Company expects to expend approximately $114 million to fabricate production
facilities for the Benchamas Field. The Benchamas
18
expenditures account for a substantial portion of the 1998 spending estimate.
The Company also expects to spend additional monies over the next several years
to support additional exploration and development activities in Block B8/32.
The Company has been funding and expects to continue to fund these activities
during the remainder of 1997 with net cash flow from operations and additional
bank borrowings, assuming the Revolving Credit Facility is amended as described
above. However, in order to continue to fund these activities at the current or
higher levels, the Company will have to raise substantial additional funds, the
cost of some of which may be higher than the Company's current cost of funds.
The Company believes it can raise adequate funds at an acceptable cost to
permit it to meet its capital commitments.
All of the Company's gas revenues are denominated in Thai Baht (See
"Market conditions and Changing Oil and Gas Prices" and "Foreign Currency
Fluctuations"). For many years, the Baht was linked to a basket of currencies
in which the U.S. dollar predominated, however since July 2, 1997, the value of
the Baht has been determined by market forces and its value has subsequently
declined against the U.S. dollar by approximately 50%. However, the Company's
gas sales agreement with the Petroleum Authority of Thailand ("PTT") contains
an adjustment factor which insulates the Company from much of the impact of the
declining value of the Baht. The Company believes that these reductions should
be substantially recouped over time based upon other adjustment factors in the
Gas Sales Agreement.
MARKET CONDITIONS AND CHANGING OIL AND GAS PRICES
The revenues expected to be generated by the Company's future
operations will be highly dependent upon the prices of, and demand for, oil and
natural gas. Natural gas produced from the Company's Tantawan Field is subject
to the Gas Sales Agreement with PTT, as prices are subject to semi-annual
adjustment (or more frequent adjustments under certain circumstances) based on
movements in, among other things, inflation, oil prices and the Thai Baht/U.S.
Dollar exchange rate. The price received by the Company for its oil production
and the level of production will depend on numerous factors beyond the
Company's control, including the condition of the world economy, political and
regulatory conditions in Thailand and other oil and gas producing countries,
and the actions of the Organization of Petroleum Exporting Countries.
In early July the Company had its first oil lifting from the Tantawan
Field and sold 278,000 barrels of oil pursuant to a Memorandum of Understanding
("MOU") with PTT. In October, the Company and the other
19
concessionaires received permission from the Department of Mineral Resources to
export crude oil produced from Block B8/32 and sold its second oil lifting for
U.S. dollars to a third party purchaser for export. The Company expects that
the concessionaires will continue to sell their crude oil for U.S. dollars to a
number of purchasers at market prices. As a result, the Company expects that
the MOU with PTT will be terminated.
20
RECENT ACCOUNTING PRONOUNCEMENTS
Effective December 1997, the Company will be required to adopt
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128"). SFAS 128 introduces the concept of basic earnings per share,
which represents net income divided by the weighted average common shares
outstanding --- without the dilutive effects of common stock equivalents
(options, warrants, etc.). Diluted earnings per share, giving effect for common
stock equivalents, will be reported when SFAS 128 is adopted in the fourth
quarter of 1997. The impact of adopting SFAS 128 is anticipated to be
immaterial.
Effective December 1997, the Company will be required to adopt
Statement of Financial Accounting Standards No. 129, "Disclosure of Information
about Capital Structure" ("SFAS 129"). SFAS 129 requires that all entities
disclose in summary form within the financial statements the pertinent rights
and privileges of the various securities outstanding. An entity is to disclose
within the financial statements the number of shares issued upon conversion,
exercise, or satisfaction of required conditions during at least the most
recent annual fiscal period and any subsequent interim period presented. Other
special provisions apply to preferred and redeemable stock. The Company's
adoption of SFAS 129 in the fourth quarter of 1997 is not expected to have a
material impact on reported results.
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS 130"), which establishes standards for reporting and display of
comprehensive income and its components. The components of comprehensive income
refer to revenues, expenses, gains and losses that are excluded from net income
under current accounting standards, including unrecognized foreign currency
translation items, minimum pension liability adjustments and unrealized gains
and losses on certain investments in debt and equity securities. SFAS 130
requires that all items that are recognized under accounting standards as
components of comprehensive income be reported in a financial statement
displayed in equal prominence with the other financial statements; the total of
other comprehensive income for a period is required to be transferred to a
component of equity that is separately displayed in a statement of financial
position at the end of an accounting period. SFAS 130 is effective for both
interim and annual periods beginning after December 15, 1997, at which time the
Company will adopt the provisions. The Company does not expect SFAS 130 to have
a material effect on reported results.
21
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131"). SFAS 131 establishes standards for the way public
enterprises are to report information about operating segments in annual
financial statements and requires the reporting of selected information about
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. SFAS 131 is effective for periods
beginning after December 15, 1997, at which time the Company will adopt the
provisions. The Company does not expect SFAS 131 to have a material effect on
its reported results.
FOREIGN CURRENCY FLUCTUATIONS
The Company does not currently hold significant amounts of cash, cash
equivalents, long-term financial instruments or investments denominated in
foreign currencies. However, all of its gas revenues are denominated in Thai
Baht. For many years, the Thai Baht/U.S. dollar exchange rate has been stable,
as the Baht was linked to a basket of currencies, primarily the U.S. Dollar. On
July 2, 1997 the Thai government decided to allow the value of the Baht to be
determined by market forces. Since the announcement, the value of the Thai Baht
has declined against the U. S. dollar by approximately 50%. The Company's gas
sales agreement contains an adjustment factor which insulates the Company from
much of the impact of the declining value of the Baht. The Company believes
that these reductions in revenue should be substantially recouped over time
based upon other adjustment factors in the Gas Sales Agreement.
The Company will also consider instruments intended to mitigate the
foreign currency risks associated with such revenues through currency rate
hedging transactions such as options, futures or other derivative financial
instruments. The Revolving Credit Facility imposes certain limitations on such
transactions.
FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: the volatility of oil and gas prices, the Company's ability to
develop its oil and gas reserves, the Company's need for and availability of
substantial additional capital resources, the reliance upon estimates of proved
reserves, operating hazards and uninsured risks, competition, government
regulation, local economic conditions, fluctuations in foreign currencies and
the ability of the
22
Company to implement its business strategy. These factors are discussed in more
detail in the Company's most recent Annual Report on Form 10-K.
23
PART II----OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4(a) Indenture dated as of September 29, 1997 among
Rutherford-Moran Oil Corporation, the Subsidiary Guarantors
named therein and Bank of Montreal Company, as Trustee
4(b) Registration Rights Agreement dated as of September 29, 1997
27 Financial Data Schedule
(b) Reports on Form 8-K
During the three month period ended June 30, 1997, no reports
on Form 8-K were filed.
24
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 hereunto duly authorized.
Dated: RUTHERFORD-MORAN OIL CORPORATION
By: /s/ DAVID F. CHAVENSON
---------------------------------
David F. Chavenson
Vice President, Finance and Chief
Financial Officer and Treasurer
25
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- - ------- -------
4(a) Indenture dated as of September 29, 1997 among
Rutherford-Moran Oil Corporation, the Subsidiary
Guarantors named therein and Bank of Montreal Company
as Trustee
4(b) Registration rights Agreement dated as of September
29, 1997
27 Financial Data Schedule