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 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 NO. 0-21411
----------
COSTILLA ENERGY, INC.
(Exact name of registrant as specified in its charter)
----------
DELAWARE 75-2658940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 WEST ILLINOIS, SUITE 900
MIDLAND, TEXAS 79701
(Address of principal executive offices) (Zip code)
(915) 683-3092
(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 (2) has been subject to such filing
requirements for the past 90 days.
YES [ ] NO [X]
THERE ARE ZERO SHARES OF REGISTRANT'S COMMON STOCK CURRENTLY OUTSTANDING. ALL
SUCH SHARES WERE CANCELED AS OF THE EFFECTIVE DATE OF THE REGISTRANT'S CHAPTER
11 PLAN AS DESCRIBED THEREIN.
================================================================================
2
COSTILLA ENERGY, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999 (unaudited)....................................... 4
Consolidated Statements of Operations for the three months
ended March 31, 2000 and 1999 (unaudited)........................... 5
Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and 1999 (unaudited)........................... 6
Notes to Consolidated Financial Statements (unaudited)............... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk........... 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................... 11
Signatures...................................................................... 12
2
3
SPECIAL NOTE REGARDING BANKRUPTCY PROCEEDINGS
Costilla Energy, Inc. (the "Company") filed Chapter 11 bankruptcy on
September 3, 1999 in a case styled In Re: Costilla Energy, Inc. Case No.
99-70653, in the United States Bankruptcy Court for the Western District of
Texas, Midland Division. The Company conducted its business as debtor in
possession from the date of filing of the bankruptcy through the sale of all of
the oil and gas assets of the Company in June 2000 and until confirmation of the
Company's Plan of Reorganization (Liquidation) as Amended, on September 15,
2000, effective October 1, 2000 (the "Plan"). The Plan provides, among other
things, for the establishment of a liquidating trust, distributions to creditors
at the discretion of the trustee of the liquidating trust, and the cancellation
of all of the Company's common stock, preferred stock and other equity
securities. As a result, effective October 1, 2000 the Company had no
shareholders, and was and continues to be under the management and control of
the trustee of the liquidating trust subject to the terms of the Plan and the
supervision of the bankruptcy court. A more detailed discussion of these and
related matters is set forth in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999 (the "1999 10-K").
The information contained herein is provided as of the date of the
period covered by this report. The accompanying financial statements have been
prepared on a going concern basis, which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the normal course of
business. However, as a result of the bankruptcy filing, the sale of all of the
Company's oil and gas assets in June 2000 and the confirmation of a plan of
reorganization (liquidation) in September 2000, the carrying amounts of all
assets may not be realized and certain liabilities will be settled for less than
the amounts recorded. Therefore, no analysis or information is provided with
respect to the Company as a going concern, whether in terms of capital
resources, capital expenditures or otherwise, due to the liquidation of the
Company in the bankruptcy as discussed above. Discussions of material events
which occurred subsequent to the period covered by this report are contained in
the 1999 10-K and Current Reports on Form 8-K filed throughout 2000 and the
exhibits thereto.
3
4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COSTILLA ENERGY, INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 12,802 $ 13,418
Accounts receivable:
Trade, net 819 1,254
Oil and gas sales 5,025 4,558
Prepaid and other current assets 409 434
------------ ------------
Total current assets 19,055 19,664
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, AT COST:
Oil and gas properties, using the successful efforts
method of accounting:
Proved properties 155,906 154,158
Unproved properties 6,009 5,956
Accumulated depletion, depreciation and amortization (90,946) (88,749)
------------ ------------
70,969 71,365
Other property and equipment, net 2,177 2,413
------------ ------------
Total property, plant and equipment 73,146 73,778
------------ ------------
OTHER ASSETS:
Deferred charges 5,376 5,590
Deferred hedge charges 8,767 10,895
Other 1,910 1,969
------------ ------------
Total other assets 16,053 18,454
------------ ------------
$ 108,254 $ 111,896
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES NOT SUBJECT TO COMPROMISE:
Current maturities of long-term debt $ 45,940 $ 45,940
Trade accounts payable 2,423 3,142
Undistributed revenue 2,083 2,477
Other current liabilities 1,431 2,160
------------ ------------
Total liabilities not subject to compromise 51,877 53,719
------------ ------------
LIABILITIES SUBJECT TO COMPROMISE:
Trade accounts payable 2,491 2,771
Other current liabilities 7,790 7,790
Long-term debt 181,493 181,550
------------ ------------
Total liabilities subject to compromise 191,774 192,111
------------ ------------
STOCKHOLDERS' DEFICIT :
Preferred stock, $.10 par value (3,000,000 shares authorized;
50,000 shares outstanding at March 31, 2000 and December
31, 1999 5 5
Common stock, $.10 par value (100,000,000 shares authorized;
14,101,580 shares outstanding at March 31, 2000 and
December 31, 1999) 1,410 1,410
Additional paid-in capital 96,030 96,030
Retained deficit (232,842) (231,379)
------------ ------------
Total stockholders' deficit (135,397) (133,934)
------------ ------------
COMMITMENTS AND CONTINGENCIES -- --
------------ ------------
$ 108,254 $ 111,896
============ ============
See accompanying notes to consolidated financial statements.
4
5
COSTILLA ENERGY, INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
----------- -----------
REVENUES:
Oil and gas sales $ 9,661 $ 12,764
Interest and other 155 11
Gain on sale of assets 38 (2)
----------- -----------
9,854 12,773
----------- -----------
EXPENSES:
Oil and gas production 3,524 6,005
General and administrative 1,881 2,920
Exploration and abandonments 708 1,119
Depreciation, depletion and amortization 3,527 5,182
Loss on termination of purchase option -- 47,488
Interest 1,175 4,987
Loss on commodity transactions 502 --
----------- -----------
11,317 67,701
----------- -----------
NET LOSS $ (1,463) $ (54,928)
=========== ===========
CUMULATIVE PREFERRED STOCK DIVIDEND $ -- $ 1,000
=========== ===========
LOSS BEFORE EXTRAORDINARY ITEM
APPLICABLE TO COMMON EQUITY $ (1,463) $ (55,928)
=========== ===========
NET LOSS APPLICABLE TO COMMON EQUITY $ (1,463) $ (55,928)
=========== ===========
LOSS PER SHARE:
Loss before extraordinary item $ (0.10) $ (4.36)
Extraordinary loss resulting from early
extinguishment of debt -- --
----------- -----------
NET LOSS $ (0.10) $ (4.36)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 14,102 12,814
=========== ===========
See accompanying notes to consolidated financial statements.
5
6
COSTILLA ENERGY, INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (1,463) $ (54,928)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation, depletion and amortization 3,527 5,182
Exploration and abandonments 407 202
Amortization of deferred charges 1,783 156
Loss on termination of purchase option -- 46,985
Gain (loss) on sale of oil and gas properties (1) 2
Gain (loss) on investment transactions 502 --
----------- -----------
4,755 (2,401)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (32) 1,230
Decrease (increase) in other assets 84 78
Increase (decrease) in accounts payable (1,394) (6,837)
Increase (decrease) in other liabilities (729) 4,227
Increase (decrease) in deferred revenue -- 2,880
----------- -----------
Net cash provided by (used in) operating activities 2,684 (823)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties (3,298) (3,618)
Proceeds from sale of oil and gas properties -- 14,493
Additions to other property and equipment (2) (27)
----------- -----------
Net cash used in investing activities (3,300) 10,848
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under long-term debt -- --
Payments of long-term debt -- (12,022)
Deferred loan and financing costs -- --
----------- -----------
Net cash provided by (used in) financing activities -- (12,022)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (616) (1,997)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,418 5,251
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 12,802 $ 3,254
=========== ===========
See accompanying notes to consolidated financial statements.
6
7
COSTILLA ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim financial information as of March 31, 2000, and for the
three months ended March 31, 2000 and 1999, is unaudited. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in this Form 10-Q pursuant to the rules and regulations of the
Securities and Exchange Commission. However, in the opinion of management, these
interim financial statements include all the necessary adjustments to fairly
present the results of the interim periods and all such adjustments are of a
normal recurring nature. The interim consolidated financial statements should be
read in conjunction with the unaudited financial statements for the year ended
December 31, 1999.
The Company is an oil and gas exploration and production concern with
properties located principally in the Gulf Coast region, the Rocky Mountain
region and the Permian Basin area of Texas and New Mexico.
2. DERIVATIVE FINANCIAL INSTRUMENTS
The Company utilizes derivative financial instruments to manage
well-defined commodity price and interest rate risks. The Company is exposed to
credit losses in the event of nonperformance by the counterparties to its
commodity hedges and its interest rate swap agreements. The Company only deals
with reputable financial institutions as counterparties and anticipates that
such counterparties will be able to fully satisfy their obligations under the
contracts. The Company does not obtain collateral or other security to support
financial instruments subject to credit risk but monitors the credit standing of
the counterparties.
Commodity Hedges. The Company utilizes swap agreements to hedge the
effect of price changes on future oil and gas production. The objective of its
hedging activities is to achieve more predictable revenues and cash flows. In a
typical swap arrangement, the Company receives the difference between a fixed
price per unit of production and a price based upon a higher agreed to third
party index. However, should the fixed price exceed the agreed third party
index, the Company has to pay the difference. In the past, the Company utilized
option contracts to hedge its production. In this case, if market prices of oil
and gas exceeded the strike price of put options, the options would expire
unexercised, therefore reducing the effective price received for oil and gas
sales by the cost of the related option. If the market prices of oil and gas
exceeded the strike price of call options, the Company would be obligated to pay
the contracting counterparty an amount equal to the contracted volumes times the
difference between the market price and the strike price, therefore reducing the
effective price received for oil and gas sales by the amount paid to the
counterparty.
There were no hedge contracts outstanding at December 31, 1999 or
March 31, 2000.
3. TERMINATION OF PIONEER ACQUISITION
In September 1998, Costilla entered into an agreement with Pioneer
Natural Resources USA, Inc. ("Pioneer") to acquire certain oil and gas
properties (the "Pioneer Acquisition Properties") for $410 million. As part of
this agreement, Costilla made a $25 million forfeitable deposit plus an
additional $16 million would be paid if the transaction did not close in
December 1998. In December 1998, the previous agreement was terminated and
replaced by a new agreement. Pioneer retained the $25 million deposit and
Costilla issued three million shares of its commons stock and relinquished its
right to a property interest. In return, Costilla executed a new agreement to
purchase the Pioneer
7
8
Acquisition Properties for $294 million. This agreement terminated on March 31,
1999, and Costilla and Pioneer then entered into a new agreement whereby
Costilla would acquire certain of the Pioneer Acquisition Properties for $250
million. In connection with the new agreement, the Company issued to Pioneer one
million shares of its common stock. The new agreement terminated by its terms on
April 15, 1999 and the related costs, none of which are recoverable, were
expensed. The Company is review potential causes of action against Pioneer
related to this transaction.
The loss on the termination of the Pioneer acquisition consists of
the following:
(in thousands)
------------
Cash Deposit $ 25,000
Four million shares of Costilla common stock 13,700
Oil & gas property assigned to Pioneer 3,558
Interest capitalized for acquisition 1,012
Due diligence, legal, accounting and engineering 4,218
------------
Total loss on termination of acquisition $ 47,488
============
8
9
COSTILLA ENERGY, INC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of Costilla 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 drilling results
and ability to replace oil and gas reserves, the availability of capital
resources, the reliance upon estimates of proved reserves, operating hazards and
uninsured risks, competition, government regulation, and the ability of the
Company to implement its business strategy, and other factors referenced in the
Company's public filings with the Securities and Exchange Commission.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
The Company's oil and gas revenues for the three months ended March
31, 2000 were $9,660,000, representing a decrease of $3,104,000 (24%) from
revenues of $12,764,000 in 1999. Lower commodity prices accounted for a decrease
in revenues of $3,344,193. This was partially offset by higher oil and gas
prices. The average oil price per barrel received in 2000 was $25.04 compared to
$10.38 in 1999, a 141% increase, and the average gas price received in 2000 was
$2.04 compared to $1.89 in 1999, a 8% increase.
Oil and gas production was 4,011 MMcfe in 2000 compared to 6,937
MMcfe in 1999, a 42% decrease. Actual oil production was down from 359,000 Bbls
for the three months ended March 31, 1999, to 116,000 Bbls for 2000. Gas
production decreased for the same period from 4,783 Mmcf to 3,315 Mmcf. Oil
production declined to a combination of normal production decline and the sale
of significant oil properties in mid-1999. Gas production declined due to normal
production decline with no replacement of production from new drilling due to
the Company's restricted liquidity.
Oil and gas production costs for the three month period ended March
31, 2000 were $3,523,000 ($0.87 per Mcfe), compared to $6,005,000 in 1999 ($0.87
per Mcfe), representing a decrease of $2,482,000 (41%), due principally to the
sale of certain oil and gas properties in 1999.
Loss on termination of purchase option relates to the termination of
the Pioneer acquisition. At March 31, 1999, management believed the probability
of successful completion of the acquisition was questionable. The costs, none of
which are recoverable, were expensed as of that date. The $47,488,000 loss
includes a cash payment of $25,000,000, the relinquishment of Costilla's right
to a property interest of $3,558,000, 4,000,000 shares of common stock valued at
$13,700,000 and capitalized interest, legal, accounting, engineering and due
diligence costs of $5,230,000.
General and administrative expenses for the three months ended March
31, 2000 were $1,881,000, representing an decrease of $1,039,000 (36%) from 1999
of $2,920,000. The 1999 period included a one time bank
9
10
fee of $720,000 which reduces the normal general and administrative expenses for
the period to $2,200,000, a reduction of $1161,000 (52%) from the 1999 period.
The Company's agreement with Ballard Petroleum to reimburse Ballard for certain
general and administrative expenses was terminated effective March 1, 1999 and
is expected to result in a savings of approximately $124,000 per month.
Subsequent to March 31, 1999 the Company further reduced its staff and related
expenses by approximately $225,000 monthly, the effect of which was realized
beginning approximately June 1, 1999.
Exploration and abandonment expense decreased to $708,000 for the
three months ended March 31, 2000 compared to $1,111,000 in 1999. Dry hole and
abandonment costs decreased to $19,143 in 2000 from $373,000 in 1999. The
Company incurred $0 of seismic costs for the three months ended March 31, 2000,
compared to $500,000 in the comparable period in 1999. The Company incurred
$63,739 of other geological and geophysical costs during the three month period
ended March 31, 2000 compared to $246,000 for the same period in 1999. The
decrease in exploration and abandonments expense was primarily related to the
Company's restricted exploratory drilling activities in 2000 compared to 1999.
Depreciation, depletion and amortization ("D D & A") expense for the
three month period ended March 31, 2000 was $3,527,000 compared to $5,182,000
for 1999, representing a decrease of $1,655,000 (32%). During the 2000 period, D
D & A on oil and gas production was provided at an average rate of $0.75 per
Mcfe compared to $0.75 per Mcfe for 1999. The decrease was primarily due to sale
of properties in mid-1999 and reduced production volumes.
Interest expense was $1,174,000 for the three months ended March 31,
2000, compared to $4,987,000 for the comparable period in 1999. The $3,813,000
(76%) decrease was primarily attributable to the termination of interest accrual
on 10 1/4% notes which was partially offset by increase in bank interest rates
on the Company's revolver.
Results of operations for the three months ended March 31, 2000 and
March 31, 1999 include no extraordinary charges.
LIQUIDITY AND CAPITAL RESOURCES
Due to the Company's sale of all of its oil and gas assets in June
2000 and the plan under which it is currently being liquidated, no information
is being provided.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since the Company had no hedging instruments in place at December
31, 1999 or March 31, 2000, and due to the sale of all of its oil and gas assets
in June 2000, no information is provided.
10
11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
NONE.
REPORTS ON FORM 8-K
The Company has filed the following reports on Form 8-K during this
quarter:
1. Form 8-K reporting the filing of a plan of reorganization in the
Company's bankruptcy proceeding, filed February 14, 2000.
2. Form 8-K reporting the filing of a disclosure statement in the
Company's bankruptcy proceeding filed March 3, 2000.
11
12
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.
COSTILLA ENERGY, INC.
Date: March 30, 2001 By: /s/ BOBBY W. PAGE
------------------------------------
Bobby W. Page
Plan Trustee of the
Costilla Liquidating Trust
12