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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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 001-14575
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PRIZE ENERGY CORP.
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(Exact name of registrant as specified in charter)
Delaware 75-2766114
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
3500 William D. Tate, Suite 200 Grapevine, TX 76051
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(Address of principal executive offices) (Zip Code)
(817) 424-0400
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(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 (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 18, 2000
---------------------------- -----------------------------
Common Stock, $.01 Par Value 13,266,929
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PRIZE ENERGY CORP.
Index to Form 10-Q Quarterly Report
to the Securities and Exchange Commission
Page No.
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Part I. Financial Information
Item 1. Consolidated Financial Statements ........................................... 3
Consolidated Balance Sheets, For March 31, 2000 (Unaudited)
and December 31, 1999 ............................................................. 4
Consolidated Statements of Operations (Unaudited),
For the Three Months Ended March 31, 2000 and 1999 ................................ 6
Consolidated Statements of Stockholders' Equity, For the Periods
Ending March 31, 2000 (Unaudited) and December 31, 1999 ........................... 7
Consolidated Statements of Cash Flows (Unaudited),
For the Three Months Ended March 31, 2000 and 1999 ................................ 8
Notes to Consolidated Financial Statements ........................................ 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .........................................13
Item 3. Quantitative and Qualitative Disclosures About Market Risk ..................16
Part II. Other Information .............................................................17
DEFINITIONS
As used in this document:
"Mcf" means thousand cubic feet
"MMcf" means million cubic feet
"Bcf" means billion cubic feet
"Bbl" means barrel
"MBbls" means thousand barrels
"MMBbls" means million barrels
"Boe" means equivalent barrels of oil
"Mboe" means thousand equivalent barrels of oil
"Oil" includes crude oil and condensate
"NGLs" means natural gas liquids
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PRIZE ENERGY CORP.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements March 31, 2000 and 1999
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PRIZE ENERGY CORP.
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2000 1999
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ASSETS (unaudited)
Current assets:
Cash $ 10,190,334 $ 3,353,060
Accounts receivable - Oil & Gas 1,372,582 2,173,098
Accounts receivable - Trade 22,003,072 18,487,491
Other 635,673 633,471
--------------- ---------------
Total current assets 34,201,661 24,647,120
Properties and equipment at cost:
Oil and gas properties 339,740,594 219,226,854
Other 1,367,993 984,683
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341,108,587 220,211,537
Less accumulated depreciation and depletion (14,187,731) (8,714,423)
--------------- ---------------
Total properties and equipment at cost, net 326,920,856 211,497,114
Other assets, net 2,864,474 2,465,894
--------------- ---------------
TOTAL ASSETS $ 363,986,991 $ 238,610,128
=============== ===============
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PRIZE ENERGY CORP.
CONSOLIDATED BALANCE SHEETS (CONT.)
MARCH 31, DECEMBER 31,
2000 1999
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LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited)
Current liabilities:
Accounts payable $ 17,003,316 $ 10,799,312
Accrued federal and state income taxes 2,433,658 4,898,183
Accrued production taxes 1,497,712 1,832,009
Accrued interest 2,328,665 2,202,965
Fair value of hedge liability 3,007,887 --
Other accrued liabilities 1,434,735 3,267,443
Current maturities of long-term debt -- --
--------------- ---------------
Total current liabilities 27,705,973 22,999,912
Long-term debt 211,418,736 127,000,000
Deferred income taxes 24,716,316 158,361
Stockholders' equity:
Convertible voting preferred stock:
authorized shares - 10,000,000 and 16,651,870;
issued and outstanding - 0 and 3,958,879 -- 30,906,750
Common stock, $.01 par value:
authorized shares - 50,000,000 and 33,303,740;
issued and outstanding - 14,614,587 and 8,291,301 146,146 82,913
Paid-in capital 105,584,921 49,259,991
Retained Earnings 12,811,860 8,202,201
Treasury stock - 1,347,382 shares (18,396,961) --
--------------- ---------------
Total stockholders' equity 100,145,966 88,451,855
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 363,986,991 $ 238,610,128
=============== ===============
The accompanying notes are an integral part of these
consolidated financial statements.
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PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2000 1999
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OIL AND GAS SALES $ 28,988,436 $ --
COSTS AND EXPENSES
Lease operations 7,602,416 --
Production taxes 2,759,319 --
Depletion, depreciation, and amortization 5,473,308 --
General and administrative 1,646,493 61,696
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Total costs and expenses 17,481,536 61,696
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OPERATING INCOME (LOSS) 11,506,900 (61,696)
OTHER:
Interest expense 3,450,905 --
Other income (120,253) (87,804)
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Total other expense (income) 3,330,652 (87,804)
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INCOME BEFORE INCOME TAXES 8,176,248 26,108
PROVISION FOR INCOME TAXES (3,025,212) --
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NET INCOME 5,151,036 26,108
PREFERRED DIVIDEND (458,514) --
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INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 4,692,522 $ 26,108
============== ==============
NET INCOME PER COMMON SHARE:
Basic $ 0.49 $ .00
Diluted $ 0.35 $ .00
Weighted-average common shares outstanding - basic 9,627,410 5,238,678
Weighted-average common shares outstanding - diluted 14,594,508 5,286,969
The accompanying notes are an integral part of these
consolidated financial statements.
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PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Convertible Voting
Preferred Stock Common Stock Note Additional
------------------------------ ----------------------------- Receivable Paid-in
Shares Amount Shares Amount Officer Capital
------------- ------------- ------------- ------------- ------------- -------------
Issuance of common stock -- $ -- 8,291,301 $ 82,913 $ (250,000) $ 49,259,991
Issuance of preferred stock 3,843,252 30,000,000 -- -- -- --
Preferred dividends 115,627 906,750 -- -- -- --
Repayment of note receivable -- -- -- -- 250,000 --
Net income -- -- -- -- -- --
------------ ------------- ------------- ------------- ------------- -------------
Balance as of December 31, 1999 3,958,879 $ 30,906,750 8,291,301 $ 82,913 $ -- $ 49,259,991
(Unaudited)
Issuance of stock in
acquisition -- -- 2,339,089 23,391 -- 25,177,503
Preferred stock dividend 25,318 197,656 -- -- -- --
Preferred conversion (3,984,197) (31,104,406) 3,984,197 39,842 -- 31,064,564
Purchase of treasury shares -- -- -- -- -- --
Preferred dividend -- -- -- -- -- --
Net income -- -- -- -- -- --
------------- ------------- ------------- ------------- ------------- -------------
Balance as of March 31, 2000 -- $ -- 14,614,587 $ 146,146 $ -- $ 105,502,058
============= ============= ============= ============= ============= =============
Treasury Stock
Retained -----------------------------
Earnings Shares Amount Total
------------- ------------- ------------- -------------
Issuance of common stock $ -- -- $ -- $ 49,092,904
Issuance of preferred stock -- -- -- 30,000,000
Preferred dividends (906,750) -- -- --
Repayment of note receivable -- -- -- 250,000
Net income 9,108,951 -- -- 9,108,951
------------- ------------- ------------- -------------
Balance as of December 31, 1999 8,202,201 -- $ -- $ 88,451,855
(Unaudited)
Issuance of stock in
acquisition -- (900) (21,798) 25,179,096
Preferred stock dividend (197,656) -- -- --
Preferred conversion -- -- -- --
Purchase of treasury shares -- (1,346,482) (18,375,163) (18,375,163)
Preferred dividend (260,858) -- -- (260,858)
Net income 5,151,036 -- -- 5,151,036
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Balance as of March 31, 2000 $ 12,894,723 (1,347,382) $ (18,396,961) $ 100,145,966
============= ============= ============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
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PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2000 1999
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OPERATING ACTIVITIES:
Net Income $ 5,151,036 $ 26,108
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation, depletion and amortization 5,473,308 --
Amortization of loan origination fees 102,365 --
Other -- (44,858)
Changes in operating assets and liabilities:
Decrease (increase) in
Accounts receivable 2,198,320 --
Other current assets 209,481 --
Accounts payable and accrued liabilities (6,881,061) --
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CASH PROVIDED BY OPERATING ACTIVITIES 6,253,449 (18,750)
INVESTING ACTIVITIES:
Additions to oil and gas properties (9,146,844) --
Additions to other properties and equipment (383,310) --
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CASH USED BY INVESTING ACTIVITIES (9,530,154) --
FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 5,524,079
Purchase of treasury stock (18,375,163) --
Borrowings under credit facilities 28,750,000 --
Payment of preferred dividend (260,858) --
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CASH PROVIDED BY FINANCING ACTIVITIES 10,113,979 5,524,079
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INCREASE IN CASH AND CASH EQUIVALENTS 6,837,274 5,505,329
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,353,060 0
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,190,334 $ 5,505,329
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 5,489,737 $ --
Cash paid during the period for interest $ 2,028,509 $ --
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Dividend in kind $ 197,656 $ --
(See footnote #2 for information on Vista purchase)
The accompanying notes are an integral part of these
consolidated financial statements.
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PRIZE ENERGY CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements and notes of Prize Energy
Corp. ("Prize") thereto have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission. The accompanying consolidated
financial statements and notes should be read in conjunction with the
consolidated financial statements and notes included in Prize's 1999 annual
report on Form 10-K.
In the opinion of Prize's management, all adjustments (all of which are normal
and recurring) have been made which are necessary to fairly state the
consolidated financial position of Prize and its subsidiaries as of March 31,
2000, and the results of their operations and their cash flows for the three
month periods ended March 31, 2000 and 1999.
BUSINESS AND ORGANIZATION
Prize was formed on January 15, 1999 (inception) and is a Delaware corporation
engaged in the acquisition, development and production of proved oil and gas
properties. The Company's corporate headquarters is located in Grapevine, Texas
with oil and gas producing properties primarily located in Texas, Oklahoma, New
Mexico and Louisiana.
The Company was initially formed through the contribution of cash and a minority
investment in a limited liability company for the purpose of acquiring oil and
gas properties. Pursuant to the terms of a Purchase and Sale Agreement (Purchase
Agreement) dated May 16, 1999, on June 29, 1999 the Company completed the
acquisition of interests in certain oil and gas producing properties, primarily
located in Texas, Louisiana, and Oklahoma from affiliates of Pioneer Natural
Resources USA, Inc. ("Pioneer") for a total purchase price of $242 million,
including transaction costs, paid in cash and 6% convertible voting preferred
stock. Prior to June 29, 1999, the Company had no significant oil and gas
operations.
Subsequent to the purchase from Pioneer and effective July 1, 1999, Prize sold a
group of mineral interests for $32 million, which were acquired with the oil and
gas properties purchased from Pioneer. The properties were located outside
Prize's principal operating areas of Texas, Oklahoma, New Mexico and Louisiana.
Accordingly, the properties were assigned a value of $32 million when purchased,
and no gain or loss was recognized on disposal.
At inception, certain stockholders contributed a minority investment in a
limited liability company, Sunterra Petroleum LLC ("Sunterra"). Subsequently,
the Company purchased the remaining interest in Sunterra in exchange for
$750,000 cash, a gas plant and the assumption of Sunterra's debt. The total
consideration paid for Sunterra during the year was $6,378,826, plus the assumed
debt of $1,607,791.
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DEPRECIATION, DEPLETION AND AMORTIZATION
Amortization per equivalent barrel of the Company's U.S. oil and gas properties
for the three months ended March 31, 2000 was $3.18. The Company had no oil and
gas operations during the first quarter of 1999.
INCOME TAXES
Deferred income taxes are provided on transactions which are recognized in
different periods for financial and tax reporting purposes. Such temporary
differences arise primarily from the deduction of certain oil and gas
exploration and development costs which are capitalized for financial reporting
purposes and differences in the methods of depreciation. The Company follows the
provisions of Statement of Financial Accounting Standards No. 109 when
calculating the deferred income tax provision for financial purposes.
2. VISTA ACQUISITION
On February 8, 2000, the Company merged with Vista Energy Resources, Inc.
("Vista"), an independent oil and gas development and production company. Though
the Company's stockholders exchanged their shares for new shares of Vista, the
stockholders of the Company have an 84% controlling interest in the merged
company, and the Company is treated as having acquired Vista. The transaction
was accounted for as a purchase of Vista by the Company in accordance with the
provisions of APB 16. The merged Company's stock is listed on the American Stock
Exchange under the ticker symbol "PRZ".
Under the terms of the merger, Prize stockholders effectively exchanged 16% of
their interest in Prize for an 84% interest in Vista. Prior to the merger, Prize
was a private company with no readily determinable market value. Thus, in order
to determine the purchase price paid by Prize, Prize management estimated the
fair value of the 16% interest of Prize exchanged for the 84% interest in Vista
based on the estimated fair value of Prize's oil and gas assets, its debt and
other assets and liabilities as of February 8, 2000. The preliminary purchase
price is $86.6 million, including liabilities assumed of $61.4 million. The
purchase price was assigned to the assets of Vista based on their fair value,
resulting in current and other assets of $5.0 million, oil and gas properties of
$111.4 million, current liabilities of $12.7 million, debt of $53.7 million, and
deferred taxes of $24.8 million.
Purchase price adjustments include the recognition of severance for the
executive officers of Vista, derecognition of Vista's deferred financing costs,
the accrual of Vista's hedge position at its fair value and adjustments to the
basis of oil and gas properties as well as the related deferred taxes as a
result of the merger. The increase to deferred taxes was principally due to the
increase in the carrying value of Vista's oil and gas properties as a result of
the purchase compared to the tax basis which is not increased as a result of the
purchase. There are no identifiable intangible assets related to the purchase.
Accordingly, all of the purchase price has been allocated to the tangible assets
and liabilities.
3. CREDIT FACILITIES
On February 8, 2000, in connection with the merger agreement with Vista Energy
Resources, Inc., the Company amended its Senior Facility to provide for total
borrowings of up to $400
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million. The amended Senior Facility is due June 29, 2009. The revised Senior
Facility provides for letters of credit in addition to a revolving credit
facility. The Company may request letters of credit in addition to a revolving
credit facility up to an aggregate of $5 million with an additional supplemental
letter of credit (as defined by the credit agreement) of $5 million. At March
31, 2000, $2.5 million was outstanding under the letter of credit provisions of
the facility. The revolver converts to a term loan on June 29, 2002, with
quarterly principal payments after that date through June 29, 2009. Interest is
due quarterly at either the bank's prime rate or eurodollar rate plus a margin
as defined in the agreement. The Company assumed $54 million of debt when it
purchased Vista. At March 31, 2000, $211.4 million was outstanding. The bank
credit facility has various restrictions including a limit on incurred debt and
asset dispositions. The Company is required to maintain certain financial and
non-financial covenants including minimum current and interest coverage ratios.
Borrowings under the credit facility are secured by substantially all of the
Company's assets.
4. PREFERRED STOCK
On March 28, 2000, Prize entered into agreement with Pioneer to acquire
1,346,482 shares of Prize common stock for approximately $18.4 million. Prior to
the acquisition, Pioneer agreed to convert all convertible preferred stock to
common stock, resign the two board seats held by Pioneer, and cancel the
exploration and participation agreement associated with the convertible
preferred stock. Subsequently, Pioneer will own approximately 2.6 million shares
of common stock. The transaction was effective March 31, 2000 and was funded
through the Company's Senior Credit Facility.
5. EARNINGS PER SHARE
The following table provides a reconciliation between basic and diluted earnings
per common share for the period ended March 31, 2000.
WEIGHTED PER SHARE
INCOME AVERAGE SHARES AMOUNT
---------- --------------- ----------
Basics earnings per share
Income available to common stockholders .... $4,692,522 9,627,410 $ 0.49
Effect of Dilutive Securities:
Employee Stock Options ...................... -- 982,902
Convertible preferred shares ................ 458,514 3,984,196
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Diluted earnings per share .................. $5,151,036 14,594,508 $ 0.35
========== ============
Warrants to purchase 1,699,643 shares of common stock have been excluded from
the earnings per share calculation as antidilutive.
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6. PRO FORMA INFORMATION
The following condensed pro forma financial information reflects the pro forma
statement of operations assuming that the Pioneer purchase, the Minerals sale
and the Sunterra purchase all occurred on January 1, 1999, and the Vista Merger
occurred on February 8, 1999. The Company emphasizes that this information is
not necessarily indicative of future performance.
Three Months Ended
March 31, 1999
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Oil and gas sales $ 17,747,000
Production expenses 6,429,000
Depletion, depreciation and amortization 5,735,000
General and administrative 1,882,000
Interest expense, net 3,109,000
Other income 33,000
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Income before income taxes 559,000
Provision for income taxes 206,000
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Net Income $ 353,000
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Earnings per share:
Basic $ .04
Diluted $ .03
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion addresses material changes in results of operations for
the three months ended March 31, 2000, compared to the three months ended March
31, 1999, and in financial condition since December 31, 1999. It is presumed
that readers have read or have access to Prize's 1999 annual report on Form
10-K.
OVERVIEW
On February 8, 2000, Prize completed the reverse merger with Vista. Vista's
properties are primarily located in the Company's core operating area of the
Permian Basin of West Texas. The combination of Vista with Prize expanded
Prize's reserves approximately 20 MMBoe, or 27%, and added to the Company's
inventory of exploitation inventory. The Vista transaction is accounted for
under the "purchase" method of accounting. Under the purchase method of
accounting, Prize is the acquirer of Vista. Accordingly, the financial
statements of Prize for the three months ended March 31, 2000 includes two
months of the oil and gas operations of the Vista properties.
On March 28, 2000, Prize entered into agreement with Pioneer Natural Resources
to acquire 1,346,482 shares of Prize common stock for approximately $18.4
million. Prior to the acquisition, Pioneer agreed to convert all convertible
preferred stock to common stock, resign the two board seats held by Pioneer, and
cancel the exploration and participation agreement associated with the
convertible preferred stock. Subsequently, Pioneer will own approximately 2.6
million shares of common stock. The transaction was effective March 31, 2000 and
was funded through the Company's Senior Credit Facility.
For the quarter ended March 31, 2000, net income was $5.2 million or $.49 cents
per share. This compares to first quarter of 1999 net income of $ 26,108 or $.00
cents per share. The substantial increase in the first quarter net income is
directly attributable to the acquisition of producing oil and gas properties
from Pioneer Natural Resources (effective July 1, 1999) and the Vista
acquisition (effective February 8, 2000).
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2000
REVENUES AND DIRECT OPERATING EXPENSES
As a result of Prize's limited operating history and rapid growth associated
with the Pioneer and Vista acquisitions, the consolidated financial statements
of Prize, which began operations on January 15, 1999, are not readily comparable
and are not indicative of future results. Consequently, Prize has based its
discussion of revenues and direct operating expenses upon the actual revenues
and direct operating expenses for the three months ended March 31, 2000 compared
to the pro forma revenues and direct operating expenses for the three months
ended March 31, 1999 adjusted for the minerals sale, Sunterra acquisition and
the Vista acquisition for February and March 1999 only.
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Changes in oil/liquids and gas production, realized prices (includes effects of
hedges), and revenues for the three months ended March 31, 2000 and 1999, are
show in the table below:
THREE MONTHS ENDED MARCH 31,
----------------------------------
PRO FORMA 2000
2000 1999 VS 1999
---------- ---------- ---------
PRODUCTION
Oil/liquids (MBbls) 777 779 --
Gas (MMcf) 5,486 5,904 (7)%
Total (MBOE) 1,691 1,763 (4)%
PRO FORMA 2000
2000 1999 VS. 1999
---------- ---------- ---------
REALIZED PRICE
Oil/liquids (per Bbl) $ 20.24 $ 10.53 92%
Gas (per Mcf) $ 2.41 $ 1.62 49%
Total (per BOE) $ 17.14 $ 10.07 70%
PRO FORMA 2000
2000 1999 VS. 1999
---------- ---------- ---------
TOTAL REVENUES (000'S)
Oil/liquids $ 15,724 $ 8,204 92%
Gas 13,264 9,543 39%
---------- ----------
Total $ 28,988 $ 17,747 63%
OIL/LIQUIDS REVENUES FOR 2000 COMPARED TO 1999. Oil/liquids revenues increased
$7.5 million or 92% in 2000. The increase in Oil/liquids revenues is directly
due to the $9.71 per barrel increase in realized price for 2000, while
Oil/liquids production remained constant.
GAS REVENUES FOR 2000 COMPARED TO 1999. Gas revenues increased $3.7 million or
39% in 2000. As a result of lower gas production in the amount of 418 MMcf, gas
revenues decreased by $.7 million. This decrease was offset by a price increase
of $.79 per Mcf or 49% which added $4.4 million in gas revenues.
PRODUCTION AND OPERATING EXPENSE. Listed below are the changes in production and
operating expenses for the three months ended March 31, 2000:
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THREE MONTHS ENDED MARCH 31,
----------------------------
PRO FORMA 2000
2000 1999 VS 1999
------- --------- -------
PRODUCTION AND OPERATING EXPENSES (000'S)
Recurring Operations and Maintenance Expense $ 5,472 $ 4,272 28%
Well workover Expense 2,131 475 349%
Production Taxes 2,759 1,682 64%
------- ------- -------
Total $10,362 $ 6,429 61%
PER BOE PRODUCED
Recurring Operations and Maintenance Expense $ 3.24 $ 2.42 34%
Well workover Expense $ 1.26 $ .27 367%
Production taxes $ 1.63 $ .95 72%
Recurring operations and maintenance expenses increased $1.2 million, or 28%,
in the first quarter of 2000. Well workover expense increased $1.7 million in
the first quarter of 2000. Both the significant increases in recurring
operations and maintenance expense and well workover expense are due to
additional expenditures needed to upgrade properties into acceptable working
condition resulting from the lack of focused attention of the operators prior to
acquisition.
Production taxes increased $1.1 million or 64% in the first quarter of 2000.
This increase was caused by the significant increases in oil and gas prices
occurring over the past twelve months.
DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES (DD&A). DD&A Expense in the
quarter ended March 31, 2000 was $5.5 million. On a Boe basis, the DD&A rate was
$3.18, slightly lower than the pro forma rate of $3.27 in 1999.
GENERAL AND ADMINISTRATIVE EXPENSES (G&A). G&A expense in the quarter ended
March 31, 2000 was $1.6 million. On a Boe basis, the G&A rate was $.97, a
decrease of 18% compared to the pro forma rate of $1.18 in 1999. The decrease
in the 2000 G&A rate is directly attributable to the actual economies of scale
achieved in the merger with Vista and the absence of non- recurring G&A expenses
associated with Prize's start up in 1999.
INTEREST EXPENSE. Interest expense in the quarter ended March 31, 2000 was $3.5
million. The average rate on the debt outstanding was 8.23% for the first
quarter compared to the pro forma rate of 8.27% in 1999.
INCOME TAXES. Income tax expense is based upon the estimated effective income
tax rate that is expected for the entire fiscal year. The estimated effective
tax rate in the first quarter of 2000 was 37%.
CAPITAL EXPENDITURES, CAPITAL RESOURCES, AND LIQUIDITY
The following discussion of capital expenditures, capital resources and
liquidity should be read in conjunction with the consolidated statements of cash
flows included in Part 1, Item 1 elsewhere herein.
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CAPITAL EXPENDITURES. Approximately $9.5 million was spent in the first quarter
of 2000 for capital expenditures. This total includes $9.1 million for the
acquisition, drilling and development of oil and gas properties.
The timing of most of the Company's capital expenditures is discretionary with
no material long-term capital expenditure commitments. Consequently, the Company
has a significant degree of flexibility to adjust the level of such expenditures
as circumstances warrant. The Company uses internally generated cash flow to
fund capital expenditures other than significant acquisitions and anticipates
that its cash flow, net of debt service obligations, will be sufficient to fund
its planned 2000 capital expenditures of approximately $50 - $55 million.
The Company does not have a specific acquisition budget since the timing and
size of acquisitions are difficult to forecast. The Company is actively pursuing
additional acquisitions of oil and gas properties. In addition to internally
generated cash flow and advances under the Company's revolving credit facility,
the Company may seek additional sources of capital to fund any future
significant acquisitions.
CAPITAL RESOURCES AND LIQUIDITY. On February 8, 2000, in connection with the
merger agreement with Vista, the Company amended its Senior Facility to provide
for total borrowings of $400 million. The amended Senior Facility is due June
29, 2009. As of March 31, 2000, the Company's borrowing base was $250 million
and Prize's outstanding net long-term debt was approximately $211 million.
Cash provided by operating activities ("operating cash flow") continued to be
the primary source of capital and liquidity in the first quarter of 2000.
Operating cash flow in the first quarter of 2000 was $6.3 million.
In addition to operating cash flow, Prize utilized its Senior Credit Facility
during the first quarter of 2000 to fund its capital expenditures and purchase
of treasury stock. Net borrowings against the Senior Credit Facility in the
first three months of 2000 were $28.8 million.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information included in "Quantitative and Qualitative Disclosures About
Market Risk" in Item 7A of Prize's 1999 Annual Report on Form 10-K is
incorporated herein by reference. Such information includes a description of
Prize's potential exposure to market risks, including commodity price risk and
interest rate risk. As a result of the increase in both oil and natural gas
prices, Prize's market risk relating to the fair market value exposure of hedges
is ($20.9) million as of March 31, 2000 compared to ($10.5) million as of
December 31, 1999.
16
17
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 8, 2000, the Company effected a
one-for-seven reverse split of the Company's
outstanding shares of common stock, par value $.01
per share, with holders of fractional shares
otherwise resulting from such split receiving cash
for such fractional shares.
On March 31, 2000, Pioneer Natural Resources USA,
Inc. converted all of the 3,984,197 shares of Series
A 6% Convertible Preferred Stock of the Company owned
by it into 3,984,197 shares of common stock of the
Company. Such shares of common stock were issued
pursuant to Section 3(a)(9) of the Securities Act of
1933, as amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of Stockholders of the Company (the
"Special Meeting") was held on February 8, 2000, in
Midland, Texas. At the Special Meeting, the
Stockholders of the company considered and approved
(a) the Agreement and Plan of Merger, dated as of
October 8, 1999, relating to the merger of
wholly-owned subsidiary of the company with and into
Prize Natural Resources, Inc. (formerly known as
Prize Energy Corp.) (the "Merger"), and a
one-for-seven reverse split of all issued and
outstanding shares of common stock of the Company and
(b) the change of the Company's name to "Prize Energy
Corp."
There were present at the Special Meeting, in person
or by proxy, Stockholders holding 13,022,817 share of
the common stock of the company, or 79.6% of the
total stock outstanding and entitled to vote at the
Special Meeting. The table below describes the
results of voting at the Special Meeting:
Votes Votes Broker
For Against Abstentions Non-Votes
---------- --------- ----------- ---------
Approval of the merger
agreement and one-for-
seven reverse stock split 12,818,458 166,832 37,527 -0-
Approval of the change
of the Company's name 12,832,688 146,344 43,785 -0-
ITEM 5. OTHER INFORMATION
Not applicable.
17
18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are included as exhibits to
this Form 10-Q. Those exhibits below incorporated by
reference herein are indicated as such by the
information supplied in the parenthetical thereafter.
If no parenthetical appears after an exhibit, such
exhibit is filed herewith.
EXHIBIT
NUMBER DESCRIPTION
2.1 First Amendment to Agreement and Plan of Merger, dated as of
January 5, 2000, among Vista Energy Resources, Inc. (now named
Prize Energy Corp.), PEC Acquisition Corp. and Prize Energy Corp.
(now named Prize Natural Resources, Inc.) (filed as Exhibit 2.2 to
the Company's Registration Statement of Form S-4, Registration No.
333-93561, as amended (the "Registration Statement")).
3.1 Amended and Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Company's report of Form 8-K dated
February 8, 2000).
3.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2
to the Company's report on Form 8-K dated February 8, 2000).
4.1 Amended and Restated Registration Rights Agreement, dated as of
February 8, 2000, among the Company, Prize Natural Resources, Inc.
(formerly known as Prize Energy Corp.) and certain stockholders of
the Company (filed as Exhibit 4.1 to the Company's report on Form
8-K dated February 8, 2000).
4.2 Certificate of Designation, Voting Powers and Rights of Series A
6% Convertible Preferred Stock of the Company (filed as Exhibit
4.2 to the Company's report on Form 8-K dated February 8, 2000).
10.1 Amended and Restated Credit Agreement, dated as of February 8,
2000, among Prize Energy Resources, L.P., Vista Resources
Partners, L.P. and Midland Resources, Inc., as borrowers, the
company, as guarantor, certain financial institutions, BankBoston,
N.A., as administrative agent, First Union National Bank, as
syndication agent, CIBC Inc., as documentation agent, and Bank
One, Texas, N.A., as lead manager (filed as Exhibit 10.1 to the
Company's report on Form 8-K Dated February 8, 2000).
10.2 Voting and Shareholders Agreement, dated as of February 8, 2000,
among the Company, Prize Natural Resources, Inc. (formerly known
as Prize Energy Corp.) and certain stockholders of the Company
(filed as Exhibit 10.2 to the Company's report on Form 8-K dated
February 8, 2000).
10.3 Assignment and Assumption Agreement, dated as of February 8, 2000,
between the Company and Prize Natural Resources, Inc. (formerly
known as Prize Energy Corp.) relating to that certain Joint
Participation Agreement attached thereto, dated as of June 29,
1999, between Prize Energy Corp. (now Prize Natural Resources,
Inc.) and Pioneer Natural Resources USA, Inc. (filed as Exhibit
10.3 to the Company's report on Form 8-K dated February 8, 2000).
10.4 Amended and Restated Option Plan of the Company (filed as Exhibit
10.4 to the Company's report on Form 8-K dated February 8, 2000).
10.5 Stock Purchase Agreement, dated as of March 28, 2000, by and
between Prize Energy Corp. and Pioneer Natural Resources USA, Inc.
(filed as Exhibit 10.2 to Pioneer's Amendment Number 1 to Schedule
13D dated March 31, 2000).
18
19
27 Financial Data Schedule
(a) Exhibits required by Item 601 of Regulations S-K are as
follows:
Form 8-K dated January 5, 2000, was filed January 12, 2000,
to report under Item 5 an amendment to the Agreement and
Plan of Merger relating to the Merger and to file under Item
7 such amendment.
Form 8-K dated February 8, 2000, was filed February 15,
2000, to report under Item 4 a change in the Company's
independent accountant. This Form 8-K was amended on
February 23, 2000, to file under Item 7 a letter regarding
the change in the Company's independent accountant.
Form 8-K dated February 8, 2000, was filed February 23,
2000, to report under Item 1 a change in control of the
Company, Item 2 the Merger, under Item 5 information
relating to the Company's one-for-seven reverse common stock
split and the Annual Meeting of Stockholders and to file
under Item 7 certain exhibits.
19
20
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.
Prize Energy Corp.
-------------------------------------
(Registrant)
DATE: May 15, 2000 /s/ Lon C. Kile
---------------- -------------------------------------
Lon C. Kile
President
(Principal Accounting Officer)
20
21
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 First Amendment to Agreement and Plan of Merger, dated as of
January 5, 2000, among Vista Energy Resources, Inc. (now named
Prize Energy Corp.), PEC Acquisition Corp. and Prize Energy Corp.
(now named Prize Natural Resources, Inc.) (filed as Exhibit 2.2 to
the Company's Registration Statement of Form S-4, Registration No.
333-93561, as amended (the "Registration Statement")).
3.1 Amended and Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Company's report of Form 8-K dated
February 8, 2000).
3.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2
to the Company's report on Form 8-K dated February 8, 2000).
4.1 Amended and Restated Registration Rights Agreement, dated as of
February 8, 2000, among the Company, Prize Natural Resources, Inc.
(formerly known as Prize Energy Corp.) and certain stockholders of
the Company (filed as Exhibit 4.1 to the Company's report on Form
8-K dated February 8, 2000).
4.2 Certificate of Designation, Voting Powers and Rights of Series A
6% Convertible Preferred Stock of the Company (filed as Exhibit
4.2 to the Company's report on Form 8-K dated February 8, 2000).
10.1 Amended and Restated Credit Agreement, dated as of February 8,
2000, among Prize Energy Resources, L.P., Vista Resources
Partners, L.P. and Midland Resources, Inc., as borrowers, the
company, as guarantor, certain financial institutions, BankBoston,
N.A., as administrative agent, First Union National Bank, as
syndication agent, CIBC Inc., as documentation agent, and Bank
One, Texas, N.A., as lead manager (filed as Exhibit 10.1 to the
Company's report on Form 8-K Dated February 8, 2000).
10.2 Voting and Shareholders Agreement, dated as of February 8, 2000,
among the Company, Prize Natural Resources, Inc. (formerly known
as Prize Energy Corp.) and certain stockholders of the Company
(filed as Exhibit 10.2 to the Company's report on Form 8-K dated
February 8, 2000).
10.3 Assignment and Assumption Agreement, dated as of February 8, 2000,
between the Company and Prize Natural Resources, Inc. (formerly
known as Prize Energy Corp.) relating to that certain Joint
Participation Agreement attached thereto, dated as of June 29,
1999, between Prize Energy Corp. (now Prize Natural Resources,
Inc.) and Pioneer Natural Resources USA, Inc. (filed as Exhibit
10.3 to the Company's report on Form 8-K dated February 8, 2000).
10.4 Amended and Restated Option Plan of the Company (filed as Exhibit
10.4 to the Company's report on Form 8-K dated February 8, 2000).
10.5 Stock Purchase Agreement, dated as of March 28, 2000, by and
between Prize Energy Corp. and Pioneer Natural Resources USA, Inc.
(filed as Exhibit 10.2 to Pioneer's Amendment Number 1 to Schedule
13D dated March 31, 2000).
22
27 Financial Data Schedule
(a) Exhibits required by Item 601 of Regulations S-K are as
follows:
Form 8-K dated January 5, 2000, was filed January 12, 2000,
to report under Item 5 an amendment to the Agreement and
Plan of Merger relating to the Merger and to file under Item
7 such amendment.
Form 8-K dated February 8, 2000, was filed February 15,
2000, to report under Item 4 a change in the Company's
independent accountant. This Form 8-K was amended on
February 23, 2000, to file under Item 7 a letter regarding
the change in the Company's independent accountant.
Form 8-K dated February 8, 2000, was filed February 23,
2000, to report under Item 1 a change in control of the
Company, Item 2 the Merger, under Item 5 information
relating to the Company's one-for-seven reverse common stock
split and the Annual Meeting of Stockholders and to file
under Item 7 certain exhibits.