SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER: 1-11675
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
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CAYMAN ISLANDS NONE
- ----------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
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CALEDONIAN HOUSE, MARY STREET, P.O. BOX 1043, GEORGE TOWN, GRAND CAYMAN,
CAYMAN ISLANDS
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (809) 949-0050
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.
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Number of Shares
Title of Each Class Outstanding at July 31, 1996
- ------------------------------------------ -----------------------------
Ordinary Shares, par value $0.01 per share 36,262,598
- ------------------------------------------ -----------------------------
</TABLE>
TRITON ENERGY LIMITED AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
Three and six months ended June 30, 1996 and 1995 2
Condensed Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 1996 and 1995 4
Condensed Consolidated Statement of Shareholders' Equity -
Six months ended June 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16
PART II. OTHER INFORMATION
Item.1 Legal Proceedings 22
Item 4. Results of Votes of Security Holders 22
Item 6. Exhibits and Reports on Form 8-K 23
</TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ -----------------------------
1996 1995 1996 1995
-------------------- -------- ------------------ ---------
SALES AND OTHER OPERATING REVENUES:
Oil and gas sales $ 31,170 $28,334 $ 62,769 $ 47,798
Other operating revenues --- 170 4,182 457
-------------------- -------- ------------------ ---------
31,170 28,504 66,951 48,255
-------------------- -------- ------------------ ---------
COSTS AND EXPENSES:
Operating expenses 9,622 9,024 19,163 17,104
General and administrative 6,777 6,767 14,461 12,592
Depreciation, depletion and amortization 5,663 5,810 12,064 10,468
-------------------- -------- ------------------ ---------
22,062 21,601 45,688 40,164
-------------------- -------- ------------------ ---------
OPERATING INCOME 9,108 6,903 21,263 8,091
Interest income 1,877 1,586 3,711 2,822
Interest expense (4,294) (5,976) (9,992) (11,510)
Equity in earnings (loss) of affiliate 164 (2,150) 118 777
Other income, net 7,839 7,560 11,638 10,167
-------------------- -------- ------------------ ---------
5,586 1,020 5,475 2,256
-------------------- -------- ------------------ ---------
EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND EXTRAORDINARY ITEM 14,694 7,923 26,738 10,347
Income tax expense 1,998 2,916 2,691 5,693
-------------------- -------- ------------------ ---------
EARNINGS FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM 12,696 5,007 24,047 4,654
DISCONTINUED OPERATIONS:
Loss from operations --- (656) --- (1,858)
Loss on disposal --- (1,963) --- (1,963)
-------------------- -------- ------------------ ---------
EARNINGS BEFORE EXTRAORDINARY ITEM 12,696 2,388 24,047 833
Extraordinary item - extinguishment of debt (434) --- (434) ---
-------------------- -------- ------------------ ---------
NET EARNINGS 12,262 2,388 23,613 833
Dividends on preference shares --- --- 772 449
-------------------- -------- ------------------ ---------
EARNINGS APPLICABLE TO ORDINARY SHARES $ 12,262 $ 2,388 $ 22,841 $ 384
-------------------- -------- ------------------ ---------
Average ordinary and equivalent shares outstanding 36,733 35,756 36,669 35,477
-------------------- -------- ------------------ ---------
EARNINGS (LOSS) PER ORDINARY SHARE:
Continuing operations $ 0.34 $ 0.14 $ 0.63 $ 0.12
Discontinued operations --- (0.07) --- (0.11)
Extraordinary item (0.01) --- (0.01) ---
-------------------- -------- ------------------ ---------
NET EARNINGS $ 0.33 $ 0.07 $ 0.62 $ 0.01
-------------------- -------- ------------------ ---------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
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JUNE 30,
ASSETS 1996 DECEMBER 31,
(UNAUDITED) 1995
------------ --------------
Current assets:
Cash and equivalents $ 29,285 $ 49,050
Short-term marketable securities 12,498 42,419
Receivables 48,511 23,187
Inventories, prepaid expenses and other 4,064 4,128
------------ --------------
Total current assets 94,358 118,784
Long-term marketable securities --- 3,985
Property and equipment, at cost, less accumulated depreciation and
depletion of $44,918 and $264,796, respectively 606,099 524,381
Investments and other assets 181,824 177,017
------------ --------------
$ 882,281 $ 824,167
------------ --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 10,013 $ 1,313
Accounts payable and accrued liabilities 54,039 31,873
------------ --------------
Total current liabilities 64,052 33,186
------------ --------------
Long-term debt, excluding current installments 399,393 401,190
Deferred income taxes 37,198 29,897
Deferred income and other 102,825 113,869
Convertible debentures due to employees --- ---
Shareholders' equity:
Preference shares 8,840 14,109
Ordinary shares, par value $0.01 362 35,927
Additional paid-in capital 563,348 516,326
Accumulated deficit (287,681) (311,294)
Foreign currency translation adjustment (6,036) (8,616)
Other (19) (89)
------------ --------------
278,814 246,363
Less cost of ordinary shares in treasury 1 338
------------ --------------
Total shareholders' equity 278,813 246,025
Commitments and contingencies (Note 7) --- ---
------------ --------------
$ 882,281 $ 824,167
------------ --------------
</TABLE>
The Company uses the full cost method to account for its oil and gas producing
activities.
See accompanying notes to condensed consolidated financial statements.
<PAGE>
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(IN THOUSANDS)
(UNAUDITED)
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1996 1995
---------- ---------
Cash flows from operating activities:
Net earnings $ 23,613 $ 833
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation, depletion and amortization 12,064 10,708
Amortization of debt discount 9,992 11,404
Amortization of unearned revenue (4,053) (700)
Proceeds from forward oil sale --- 86,610
Gain on sale of assets (4,172) ---
Equity in (earnings) losses of affiliate (118) (777)
Deferred income taxes and other (166) 9,062
Changes in working capital pertaining to operating activities 14,073 (9,710)
---------- ---------
Net cash provided by operating activities 51,233 107,430
---------- ---------
Cash flows from investing activities:
Capital expenditures and investments (121,214) (68,212)
Purchase of investments and marketable securities --- (25,701)
Proceeds from sale of marketable securities 30,007 10,050
Proceeds from sale of assets 25,409 ---
Proceeds from sale of discontinued operations --- 2,100
Other (1,321) (684)
---------- ---------
Net cash used by investing activities (67,119) (82,447)
---------- ---------
Cash flows from financing activities:
Short-term borrowings, net --- (10,000)
Proceeds from long-term debt 43,601 59,726
Payments on long-term debt (49,295) ---
Payments on debt of discontinued operations --- (2,004)
Issuance of ordinary shares 3,111 4,672
Other (781) (1,757)
---------- ---------
Net cash provided (used) by financing activities (3,364) 50,637
---------- ---------
Effect of exchange rate changes on cash and equivalents (515) (891)
---------- ---------
Net (decrease) increase in cash and equivalents (19,765) 74,729
Cash and equivalents at beginning of period 49,050 22,341
---------- ---------
Cash and equivalents at end of period $ 29,285 $ 97,070
---------- ---------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)
(UNAUDITED)
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ADDITIONAL
PREFERENCE ORDINARY PAID-IN ACCUMULATED TREASURY
SHARES SHARES CAPITAL DEFICIT OTHER SHARES
------------ ---------- ------------ ------------- -------- ----------
Balance at
December 31, 1995 $ 14,109 $ 35,927 $ 516,326 $ (311,294) $(8,705) $ (338)
Net income --- --- --- 23,613 --- ---
Foreign currency translation
adjustment --- --- --- --- 1,600 ---
Dividends on preference shares --- --- (772) --- --- ---
Conversion of preference shares (5,269) 153 5,116 --- --- ---
Reduction in par value --- (35,799) 35,595 --- --- 204
Stock issue costs --- --- (2,831) --- --- ---
Sale of Crusader shares --- --- 4,053 --- 980 ---
Exercise of employee stock
options and debentures --- 81 5,569 --- --- ---
Other --- --- 292 --- 70 133
------------ ---------- ------------ ------------- -------- ----------
Balance at June 30, 1996 $ 8,840 $ 362 $ 563,348 $ (287,681) $(6,055) $ (1)
------------ ---------- ------------ ------------- -------- ----------
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TOTAL
SHAREHOLDERS'
EQUITY
---------------
Balance at
December 31, 1995 $ 246,025
Net income 23,613
Foreign currency translation
adjustment 1,600
Dividends on preference shares (772)
Conversion of preference shares ---
Reduction in par value ---
Stock issue costs (2,831)
Sale of Crusader shares 5,033
Exercise of employee stock
options and debentures 5,650
Other 495
---------------
Balance at June 30, 1996 $ 278,813
---------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
TRITON ENERGY LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL
Triton Energy Limited, a Cayman Islands company, was incorporated in August
1995 to become the parent holding company of Triton Energy Corporation, a
Delaware corporation ("TEC"). The term "Company" when used herein means
Triton Energy Limited and its subsidiaries and other affiliates through which
the Company conducts its business.
On March 25, 1996, the stockholders of TEC approved the merger of a wholly
owned subsidiary of the Company with and into TEC (the "Reorganization").
Pursuant to the Reorganization, the Company became the parent holding company
of TEC and each share of Common Stock, par value $1.00, and 5% Convertible
Preferred Stock of TEC outstanding on March 25, 1996, was converted into one
Ordinary Share, par value $.01, and one 5% Convertible Preference Share,
respectively, of the Company. The Reorganization has been accounted for as a
combination of entities under common control (as if it were a pooling of
interests).
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of the Company contain all adjustments of a
normal recurring nature necessary to present fairly the Company's financial
position as of June 30, 1996, and the results of its operations for the three
and six months ended June 30, 1996 and 1995, its cash flows for the six months
ended June 30, 1996 and 1995, and shareholders' equity for the six months
ended June 30, 1996. The results of operations for the three and six months
ended June 30, 1996 and 1995, are not necessarily indicative of the final
results to be expected for the full year.
The condensed consolidated financial statements should be read in conjunction
with the Notes to Consolidated Financial Statements, which are included as
part of TEC's Annual Report on Form 10-K for the year ended December 31, 1995.
Certain other previously reported financial information has been reclassified
to conform to the current period's presentation.
2. ASSET DISPOSITIONS
In June 1996, the Company sold approximately 20% of its shareholdings in
Crusader Limited ("Crusader") for $13.5 million, following the exercise of an
option granted to an unrelated third party in conjunction with a May 1996
take-over bid by the same party for the outstanding shares of Crusader. The
Company recorded a gain of $1.7 million in other income and an increase to
additional paid-in capital of $4.1 million, representing the Company's
proportion of TEL ordinary shares owned by Crusader which were previously
treated as owned by TEL. The cash proceeds, which were received in July, were
recorded in current receivables at June 30, 1996.
In March 1996, the Company sold its royalty interests in U.S. properties for
$23.8 million based on an effective date of January 1, 1996. The Company
recorded the resulting gain of $4.1 million in other operating revenues.
In March 1996, the Company executed an agreement with Deminex Colombia
Petroleum GmbH ("Deminex") providing Deminex the right to earn a 50% interest
in the El Pinal, Guayabo A and B, and Las Amelias contract areas of Colombia.
Deminex has paid approximately $13 million into an escrow account that will be
released to the Company upon receiving approval of Deminex' participation from
the Colombian government. The escrow amount has been recorded as a current
receivable at June 30, 1996.
In March 1995, Crusader completed the sale of Saracen Minerals for proceeds
of $14.3 million. This sale resulted in a net gain to the Company of
approximately $3.8 million, which is included in equity in earnings of
affiliate.
3. DISCONTINUED OPERATIONS
In June 1995, the Company sold the assets of its subsidiary, Jet East, Inc.,
for $2.9 million in cash and a note and realized a loss of $1.4 million on the
sale. The Company accrued $.6 million for costs associated with final
disposal of the segment. The Condensed Consolidated Statements of Operations
for the three and six months ended June 30, 1995 reflect the aviation sales
and services segment as discontinued operations. Revenues from the aviation
sales and services segment for the three and six months ended June 30, 1995
were $2.2 million and $4 million, respectively.
4. CASH RECEIPTS FROM SETTLEMENT OF LITIGATION
In the six months ended June 30, 1996 and 1995, the Company received cash of
$7.6 million and $7.2 million, respectively, for settlement of litigation in
which the Company was plaintiff. The settlements were recorded in other
income.
5. EXTINGUISHMENT OF DEBT
In June 1996, the Company purchased in the open market $10 million face value
of its Senior Subordinated Discount Notes due November 1, 1997 ("1997 Notes"),
and recorded an extraordinary after-tax expense of $.4 million. At June 30,
1996, the settlement amount of approximately $9.1 million was recorded in
accounts payable and accrued liabilities.
6. PETROLEUM PRICE RISK MANAGEMENT
In the normal course of business, the Company enters into financial and
commodity market transactions for purposes other than trading to manage its
exposure to commodity price risk. As a result of such transactions to date,
the Company has set the price benchmark on approximately 29% of its projected
Colombian oil production from July 1996 through June 1997 at a weighted
average West Texas Intermediate ("WTI") benchmark price of $18.32 per barrel.
In anticipation of entering into a forward oil sale, the Company purchased
from a creditworthy counterparty call options to retain the ability to benefit
from future WTI prices above $20.42 per barrel. The volumes and expiration
dates on the call options coincide with the volumes and delivery dates of the
forward oil sale, which has delivery terms of 58,425 barrels per month through
March 1997 and 254,136 barrels per month from April 1997 to March 2000.
During the three and six months ended June 30, 1996, the Company recorded an
unrealized (loss) gain of ($1.5 million) and $.6 million, respectively, as
other income related to the change in the fair market value of the call
options. Future fluctuations in the fair market value of the call options
will continue to affect other income as noncash adjustments.
7. COMMITMENTS AND CONTINGENCIES
Continued development of the Cusiana and Cupiagua fields (the "Fields") in
Colombia, including drilling and construction of additional production
facilities, will require significant capital. In 1995 and 1996,
Carigali-Triton Operating Company ("CTOC") discovered gas and oil with its
first six wells on Block A-18 in the Malaysia-Thailand Joint Development Area
in the Gulf of Thailand. Further exploration and development activities on
Block A-18, as well as exploratory drilling in other countries, will also
require substantial capital. The Company's capital budget for the year ending
December 31, 1996 is approximately $260 million, excluding capitalized
interest, of which approximately $157 million relates to the Fields, $34
million relates to Block A-18, $40 million relates to the Company's
exploration and drilling program in other parts of the world and $29 million
relates to capital contributions to Oleoducto Central S.A. ("OCENSA").
Capital requirements for full field development of the Fields are expected to
continue at substantial levels into 1997 and capital requirements for
exploration and development relating to Block A-18 are expected to increase
significantly into 1998.
The Company expects to meet capital needs in the future with a combination of
some or all of the following: the Company's revolving credit facility, cash
flow from its Colombian operations, cash on hand and marketable securities,
asset sales, and the issuance of debt and equity securities. As a result of
certain modifications to the indenture relating to the 1997 Notes effected in
November 1995, the Company's indebtedness limitation was increased to permit
the Company to incur total indebtedness (excluding certain permitted
indebtedness) of up to 25% of the sum of its indebtedness and market
capitalization of its capital stock.
<PAGE>
GUARANTEES
At June 30, 1996, the Company had provided guarantees of loans of
approximately $6.1 million for a Colombian pipeline company in which the
Company has an ownership interest and guaranteed performance of $3.8 million
in future exploration expenditures in various countries. These commitments
are backed by letters of credit and bank guarantees.
REGULATORY MATTERS
The Company has been advised that the Department of Justice has concluded its
inquiry into the Company's 1989-1990 operations in Indonesia without taking
any action against the Company. The Company continues to cooperate with a
parallel inquiry by the Securities and Exchange Commission (the "Commission").
The Commission's enforcement staff has offered to recommend settlement of any
charges the Commission might assert against the Company on a "consent decree"
basis in which the Company would pay a civil monetary penalty of up to
$350,000. The Company is engaged in discussions with the staff regarding the
staff's proposal. The Company continues to believe that the outcome of the
inquiry will not have a material adverse effect on its operations or
consolidated financial condition.
LITIGATION
The Company is subject to litigation that is incidental to its business, none
of which is expected to have a material adverse effect on the Company's
operations or consolidated financial condition.
8. TRITON ENERGY CORPORATION FINANCIAL INFORMATION
Following the Reorganization, TEC ceased filing periodic reports with the
Commission. TEC's 9 3/4% Senior Subordinated Discount Notes due December 15,
2000 and 1997 Notes remain outstanding and are fully guaranteed by Triton
Energy Limited. The following table sets forth certain summarized financial
information of TEC and its subsidiaries (in thousands):
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JUNE 30, DECEMBER 31,
1996 1995
--------- -------------
Current assets $ 63,971 $ 118,784
Noncurrent assets 882,511 705,383
--------- -------------
Total $ 946,482 $ 824,167
--------- -------------
Current liabilities $ 59,706 $ 33,186
Noncurrent liabilities 571,476 544,956
Stockholders' equity 315,300 246,025
--------- -------------
Total $ 946,482 $ 824,167
--------- -------------
</TABLE>
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ----------------------------
1996 1995 1996 1995
-------------------- -------- ------------------ --------
Sales and other operating revenues $ 31,170 $28,504 $ 66,951 $48,255
Costs and expenses 14,248 21,601 37,874 40,164
-------------------- -------- ------------------ --------
Operating income 16,922 6,903 29,077 8,091
Other income (expense), net 4,578 1,020 4,467 2,256
-------------------- -------- ------------------ --------
Earnings from continuing operations
before income taxes 21,500 7,923 33,544 10,347
Income tax expense 676 2,916 1,369 5,693
-------------------- -------- ------------------ --------
20,824 5,007 32,175 4,654
Loss from discontinued operations --- (2,619) --- (3,821)
-------------------- -------- ------------------ --------
Earnings before extraordinary item 20,824 2,388 32,175 833
Extraordinary item (434) --- (434) ---
-------------------- -------- ------------------ --------
Net earnings $ 20,390 $ 2,388 $ 31,741 $ 833
-------------------- -------- ------------------ --------
</TABLE>
9. CERTAIN FACTORS THAT COULD AFFECT FUTURE OPERATIONS
Certain statements in this report, including statements of the Company's and
management's expectations, intentions, plans and beliefs, including those
contained in or implied by "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and these Notes to Condensed Consolidated
Financial Statements, are forward-looking statements, as defined in Section
21D of the Securities Exchange Act of 1934, that are dependent on certain
events, risks and uncertainties that may be outside the Company's control.
These forward-looking statements include statements of management's plans and
objectives for the Company's future operations and statements of future
economic performance; information regarding drilling schedules, expected or
planned production or transportation capacity, the future construction or
upgrades of pipelines (including costs), when the Cusiana and Cupiagua fields
might become self-financing, future production of the Cusiana and Cupiagua
fields, the negotiation of a gas sales contract and commencement of production
in Malaysia-Thailand, the Company's capital budget and future capital
requirements, the Company's meeting its future capital needs, the Company's
realization of its deferred tax asset, the level of future expenditures for
environmental costs and the outcome of regulatory and litigation matters; and
the assumptions described in this report underlying such forward-looking
statements. Actual results and developments could differ materially from
those expressed in or implied by such statements due to a number of factors,
including those described in the context of such forward-looking statements,
as well as those presented below.
<PAGE>
CERTAIN FACTORS RELATING TO THE OIL AND GAS INDUSTRY
The Company's strategy is to focus its exploration activities on what the
Company believes are relatively high-potential prospects. No assurance can be
given that these prospects contain significant oil and gas reserves or that
the Company will be successful in its exploration activities thereon.
The Company follows the full cost method of accounting for exploration and
development of oil and gas reserves whereby all productive and nonproductive
costs are capitalized. Costs related to acquisition, holding and initial
exploration of concessions in countries with no proved reserves are initially
capitalized, including internal costs directly identified with acquisition,
exploration and development activities. The Company's exploration
concessions are periodically assessed for impairment on a country by country
basis. If the Company's investment in exploration concessions within a
country where no proved reserves are assigned is deemed to be impaired, the
concessions are written down to estimated recoverable value. If the Company
abandons all exploration efforts in a country where no proved reserves are
assigned, all exploration costs associated with the country are expensed.
The Company's assessment of whether its investment within a country is
impaired and whether exploration activities within a country will be
abandoned are made from time to time based on its review and assessment
of drilling results, seismic data and other information it deems
relevant. Due to the unpredictable nature of exploration drilling
activities, the amount and timing of impairment expense are difficult to
predict with any certainty. Financial information concerning the Company's
assets, including capitalized costs by geographic area, is set forth in Note
21 of Notes to Consolidated Financial Statements in TEC's Annual Report on
Form 10-K for the year ended December 31, 1995.
The markets for oil and natural gas historically have been volatile and are
likely to continue to be volatile in the future. Oil and natural gas prices
have been subject to significant fluctuations during the past several decades
in response to relatively minor changes in the supply of and demand for oil
and natural gas, market uncertainty and a variety of additional factors that
are beyond the control of the Company. These factors include the level of
consumer product demand, weather conditions, domestic and foreign government
regulations, political conditions in the Middle East and other production
areas, the foreign supply of oil and natural gas, the price and availability
of alternative fuels, and overall economic conditions. It is impossible to
predict future oil and gas price movements with any certainty.
The Company's oil and gas business is also subject to all of the operating
risks normally associated with the exploration for and production of oil and
gas, including, without limitation, blowouts, cratering, pollution,
earthquakes, labor disruptions and fires, each of which could result in
substantial losses to the Company due to injury or loss of life and damage to
or destruction of oil and gas wells, formations, production facilities or
other properties. In accordance with customary industry practices, the
Company maintains insurance coverage limiting financial loss resulting from
certain of these operating hazards. Losses and liabilities arising from
uninsured or underinsured events would reduce revenues and increase costs to
the Company. There can be no assurance that any insurance will be adequate to
cover losses or liabilities. The Company cannot predict the continued
availability of insurance, or its availability at premium levels that justify
its purchase.
The Company's oil and gas business is also subject to laws, rules and
regulations in the countries in which it operates, which generally pertain to
production control, taxation, environmental and pricing concerns, and other
matters relating to the petroleum industry. There can be no assurance that
present or future regulation will not adversely affect the operations of the
Company. Many jurisdictions have at various times imposed limitations on the
production of natural gas and oil by restricting the rate of flow for oil and
natural gas wells below their actual capacity.
The Company is subject to extensive environmental laws and regulations. These
laws regulate the discharge of oil, gas or other materials into the
environment and may require the Company to remove or mitigate the
environmental effects of the disposal or release of such materials at various
sites. The Company does not believe that its environmental risks are
materially different from those of comparable companies in the oil and gas
industry. Nevertheless, no assurance can be given that environmental laws and
regulations will not, in the future, adversely affect the Company's results of
operations, cash flows or financial position. Pollution and similar
environmental risks generally are not fully insurable.
CERTAIN FACTORS RELATING TO INTERNATIONAL OPERATIONS
The Company derives substantially all of its consolidated revenues from
international operations. Risks inherent in international operations include
loss of revenue, property and equipment from such hazards as expropriation,
nationalization, war, insurrection and other political risks; trade protection
measures; risks of increases in taxes and governmental royalties; and
renegotiation of contracts with governmental entities; as well as changes in
laws and policies governing operations of other companies. Other risks
inherent in international operations are the possibility of realizing economic
currency exchange losses when transactions are completed in currencies other
than United States dollars and the Company's ability to freely repatriate its
earnings under existing exchange control laws. To date, the Company's
international operations have not been materially affected by these risks.
COMPETITION
The Company encounters strong competition from major oil companies (including
government-owned companies), independent operators and other companies for
favorable oil and gas concessions, licenses, production sharing contracts and
leases, drilling rights and markets. Additionally, the governments of certain
countries in which the Company operates may from time to time give
preferential treatment to their nationals. The oil and gas industry as a
whole also competes with other industries in supplying the energy and fuel
requirements of industrial, commercial and individual consumers.
MARKETS
Crude oil, natural gas, condensate and other oil and gas products generally
are sold to other oil and gas companies, government agencies and other
industries. The availability of ready markets for oil and gas that might be
discovered by the Company and the prices obtained for such oil and gas depend
on many factors beyond the Company's control, including the extent of local
production and imports of oil and gas, the proximity and capacity of pipelines
and other transportation facilities, fluctuating demands for oil and gas, the
marketing of competitive fuels, and the effects of governmental regulation of
oil and gas production and sales. Pipeline facilities do not exist in certain
areas of exploration and, therefore, any actual sales of discovered oil or gas
might be delayed for extended periods until such facilities are constructed.
<PAGE>
CERTAIN FACTORS RELATING TO COLOMBIA
The Company is a participant in significant oil and gas discoveries located in
the Llanos Basin in the foothills of the Andes Mountains, approximately 160
kilometers (100 miles) northeast of Bogota, Colombia. The Company owns
interests in three contiguous areas known as the Santiago de las Atalayas
("SDLA"), Tauramena and Rio Chitamena contract areas. Well results to date
indicate that significant oil and gas deposits lie across the Cusiana and
Cupiagua fields.
Largely due to complex geology, drilling of wells in the Cusiana and Cupiagua
fields has been comparatively difficult, lengthy in duration and expensive.
The Company believes that considerable progress has been achieved in reducing
the time and expenditures required to drill and complete wells in the Cusiana
and Cupiagua fields based on experience gained from initial wells drilled.
Although there can be no assurance, the Company believes that the experience
gained in the area to date will allow the operator to continue to reduce the
time and expenditures required to drill and complete wells in the area.
However, because the Company is not the operator of these contract areas, the
Company does not control the timing or manner of these operations.
Full development of reserves in the Cusiana and Cupiagua fields will take more
than one year and require additional drilling and extensive production
facilities, which in turn will require significant additional capital
expenditures, the ultimate amount of which cannot be predicted. Pipelines
connect the major producing fields in Colombia to export facilities and to
refineries. These pipelines are in the process of being upgraded and expanded
to accommodate production from the Cusiana and Cupiagua fields.
Guerrilla activity in Colombia has from time to time disrupted the operation
of oil and gas projects and increased costs. Although the Colombian
government, the Company and its partners have taken steps to improve security
and improve relations with the local population, there can be no assurance
that attempts to reduce or prevent guerrilla activity will be successful or
that such activity will not disrupt operations in the future.
Numerous Colombian government officials, including the President of Colombia,
are the subjects of investigations and allegations that claim they have
accepted illegal campaign contributions. These circumstances have led to
speculation as to whether these officials will remain in office. The
President of Colombia has stated that any such illicit contributions were made
without his knowledge. In response to the allegations, the leadership of the
opposition Conservative Party withdrew its support of the government, and
certain cabinet ministers and ambassadors and a high-ranking military officer
resigned. Any changes in the holders of significant government offices could
have adverse consequences on the Company's relationship with the Colombian
national oil company and the Colombian government's ability to control
guerrilla activities, and could exacerbate the factors relating to foreign
operations discussed above.
Colombia is also among 31 nations whose progress in stemming the production
and transit of illegal drugs is subject to annual certification by the
President of the United States. In March 1996, the President of the United
States announced that Colombia would neither be certified nor granted a
national interest waiver. The consequences of the failure to receive
certification generally include the following: all bilateral aid, except
anti-narcotics and humanitarian aid, has been or will be suspended; the
Export-Import Bank of the United States ("EXIM") and the Overseas Private
Investment Corporation will not approve financing for new projects in
Colombia, although the Company believes that currently approved EXIM
financings have not been affected to date and are not expected to be
affected; U.S. representatives at multilateral lending institutions will be
required to vote against all loan requests from Colombia, although such votes
will not constitute vetoes; and the President of the United States and
Congress retain the right to apply future trade sanctions. Each of these
consequences of the failure to receive such certification could result in
adverse economic consequences in Colombia and could further heighten the
political and economic risks associated with the Company's operations in
Colombia.
CERTAIN FACTORS RELATING TO MALAYSIA-THAILAND
The Company is a partner in a significant gas exploration project located in
the upper Malay Basin in the Gulf of Thailand approximately 450 kilometers
northeast of Kuala Lumpur and 750 kilometers south of Bangkok. The Company is
a contractor under a production sharing contract covering Block A-18 of the
Malaysia-Thailand Joint Development Area. Test results for the initial
exploratory wells indicate that significant gas deposits lie under the block.
Development of gas production is in the early planning stages but is expected
to take several years and require the drilling of additional wells and the
installation of production facilities, which will require significant
additional capital expenditures, the ultimate amount of which cannot be
predicted. Pipelines also will be required to be connected between Block A-18
and ultimate markets. The terms on which any gas produced from the Company's
contract area in Malaysia-Thailand may be sold may be affected adversely by
the present monopoly gas purchase and transportation conditions in both
Thailand and Malaysia, including the Thai national oil company's monopoly in
transportation within Thailand and its territorial waters.
LITIGATION
The outcome of litigation and its impact on the Company are difficult to
predict due to many uncertainties, such as jury verdicts, the application of
laws to various factual situations, the actions that may or may not be taken
by other parties and the availability of insurance. In addition, in certain
situations, such as environmental claims, one defendant may be responsible, or
potentially responsible, for the liabilities of other parties. Moreover,
circumstances could arise under which the Company may elect to settle claims
at amounts that exceed the Company's expected liability for such claims in
order to avoid costly litigation. Judgments or settlements could, therefore,
exceed any reserves.
10. SUBSEQUENT EVENT
In July 1996, the Company sold its remaining interest in Crusader for cash
proceeds of approximately $55.5 million. In the third quarter, the Company
expects to record a gain of approximately $8.6 million and an increase to
additional paid-in capital of $16.3 million, representing the Company's
proportion of TEL ordinary shares owned by Crusader which were previously
treated as owned by TEL.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY, CAPITAL REQUIREMENTS AND FUNDING ALTERNATIVES
Cash, cash equivalents and marketable securities totaled $41.8 million
and $95.5 million at June 30, 1996 and December 31, 1995, respectively.
Working capital was $30.3 million at June 30, 1996, a decrease of $55.3
million from December 31, 1995. In July 1996, the Company sold its remaining
interest in Crusader for cash proceeds of approximately $55.5 million.
The Company's capital expenditures and other capital investments were
$121.2 million for the six months ended June 30, 1996, primarily for
exploration and development of the Cusiana and Cupiagua fields (the "Fields")
in Colombia and Block A-18 in the Malaysia-Thailand Joint Development Area in
the Gulf of Thailand. The capital spending program for the six months ended
June 30, 1996 was funded with cash flow from operations, net proceeds from
marketable securities ($30 million) and asset sales ($25.4 million).
During the first quarter of 1996, the Company borrowed approximately $45
million under a credit facility supported by a guarantee of the Export-Import
Bank of the United States. The proceeds were used primarily to reduce other
long-term debt. In addition, as a result of the Company's sale of its
remaining interest in Crusader in July 1996 and in anticipation of
negotiating a new unsecured revolving credit facility, the Company reduced
the borrowing capacity under its existing long-term revolving credit
facility to approximately $22 million.
Continued development of the Fields, including drilling and construction
of additional production facilities, will require significant capital. In
1995 and 1996, Carigali-Triton Operating Company ("CTOC") discovered gas and
oil on its first five wells on Block A-18 in the Malaysia-Thailand Joint
Development Area in the Gulf of Thailand. Further exploration and development
activities on Block A-18, as well as exploratory drilling in other countries,
also will require substantial capital. The Company's capital budget for the
year ending December 31, 1996 is approximately $260 million, excluding
capitalized interest, of which approximately $157 million relates to the
Fields, $34 million relates to Block A-18, $40 million relates to the
Company's exploration and drilling program in other parts of the world and $29
million relates to capital contributions to Oleoducto Central S.A. ("OCENSA").
Capital requirements for full field development of the Fields are expected to
continue at substantial levels into 1997, and capital requirements for
exploration and development relating to Block A-18 are expected to increase
significantly into 1998. As part of the Company's exploration program for
the remainder of the year ending December 31, 1996, the Company plans to drill
one exploration well and one exploration workover well in Argentina and one
exploration well in the Yumeca trend of the El Pinal license in Colombia.
In December 1994, the Company, along with other investors, formed an
independent company, OCENSA, to own, expand, finance and operate a pipeline
system from the Fields to the Caribbean port of Covenas. The Company's equity
ownership percentage is 9.6%. OCENSA's capitalization plan contemplates an
ultimate capital structure of approximately 30% equity from the Company and
other investors and 70% debt. OCENSA has raised significant amounts of debt
in separate tranches supported by various agreements with the Company or its
partners as the case may be (relating, in particular, to tariffs on each
partner's pipeline throughput). The Company assisted OCENSA in raising one
such tranche for $65 million in April 1996 and another tranche for $60 million
in 1995, which are supported by the Company's tariff commitments for its share
of production from the Fields. The Company has no further obligation to
assist OCENSA in obtaining additional debt financing. Based on OCENSA's
current plan, the Company believes OCENSA should not need to incur additional
indebtedness to complete expansion of the pipeline system; however, no
assurance can be given that OCENSA will not need to raise additional funds.
The Company expects to meet capital needs in the future with a
combination of some or all of the following: the Company's revolving credit
facility, cash flow from its Colombian operations, cash on hand and marketable
securities, asset sales, and the issuance of debt and equity securities. As a
result of certain modifications to the indenture relating to the 1997 Notes
effected in November 1995, the Company's indebtedness limitation was increased
to permit the Company to incur total indebtedness (excluding certain permitted
indebtedness) of up to 25% of the sum of its indebtedness and market
capitalization of its capital stock.
RESULTS OF OPERATIONS
Sales volumes and average prices realized were as follows:
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- -------------------------
1996 1995 1996 1995
------------------- ------ ----------------- ------
Sales volumes
Oil (MBbls), excluding forward oil sale 1,407 1,549 2,948 2,758
Gas (MMcf) 51 317 578 551
Forward oil sale (MBbls delivered) 176 58 351 58
Weighted average price realized:
Oil (per Bbl) $ 19.63 $17.33 $ 18.80 $16.67
Gas (per Mcf) $ 1.78 $ 1.51 $ 1.30 $ 1.55
</TABLE>
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
Sales and other operating revenues
Revenues in Colombia increased by $7.8 million in 1996 primarily due to
higher oil production ($4 million) and higher oil prices resulting from
batching of Cusiana crude and more favorable market conditions ($3.8 million).
Sales volumes in Colombia, including barrels delivered under the forward oil
sale, increased from 1,315,000 barrels in 1995 to 1,546,000 barrels even
though the Company received 277,000 fewer barrels in 1996 as reimbursement of
pre-commerciality costs related to the Cusiana Field. Oil and gas sales from
properties sold in late 1995 and early 1996 aggregated $5 million in 1995.
Costs and Expenses
Operating expenses increased $.6 million in 1996, while depreciation,
depletion and amortization decreased $.1 million. Higher production in
Colombia increased operating expenses by $3.4 million and depreciation,
depletion and amortization by $.7 million. Also, the 1995 results included
operating expenses and depletion from disposed properties of $2.7 million and
$1.2 million, respectively. The Company's operating costs per equivalent
barrel were $6.15 and $6.62 in 1996 and 1995, respectively.
Other Income and Expenses
Interest expense decreased $1.7 million in 1996 due to higher interest
capitalization of $2.5 million resulting from construction of support
equipment and facilities in the Fields and greater exploration activities.
Gross interest expense increased $.8 million in 1996 to $10.7 million due to
higher debt outstanding.
Equity in earnings (loss) from affiliate for 1995 included a $2.7 million
loss which represented the Company's equity share of $5.3 million paid to
holders of Crusader's 12% Convertible Subordinated Unsecured Notes (the
"Convertible Notes") to effect early redemption to Crusader common stock.
Other income in 1996 included a $7.6 million benefit for settlement of a
lawsuit in which the Company was plantiff, a $1.7 million gain on the sale of
approximately 20% of the Company's shareholdings in Crusader and a $1.5
million noncash charge representing the change in fair market value of call
options purchased in anticipation of a forward oil sale in May 1995. Other
income in 1995 included a $5.3 million benefit for settlement of a lawsuit and
a $2.9 million gain for cash received as part of the early redemption of the
Crusader Convertible Notes.
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Sales and Other Operating Revenues
Revenues in Colombia increased by $23.5 million in 1996 primarily due to
higher oil production ($15.7 million) and higher oil prices resulting from
batching of Cusiana crude that began in mid-1995 and more favorable market
conditions ($7.6 million). Sales volumes in Colombia, including barrels
delivered under the forward oil sale, increased from 2,225,000 barrels in 1995
to 3,184,000 barrels in 1996 even though the Company received 490,000 fewer
barrels in 1996 as reimbursement of pre-commerciality costs related to the
Cusiana Field. Oil and gas sales from properties sold in late 1995 and early
1996 aggregated $8.6 million in 1995.
Other operating revenues in 1996 included a gain of $4.1 million
resulting from the sale of the Company's royalty interests in U.S. properties
for $23.8 million based on an effective date of January 1, 1996.
Costs and Expenses
Operating expenses increased $2.1 million in 1996, while depreciation,
depletion and amortization increased $1.6 million. Higher production in
Colombia increased operating expenses by $7.6 million and depreciation,
depletion and amortization by $2.8 million. Also, the 1995 results included
operating expenses and depletion for disposed properties of $5.4 million and
$1.8 million, respectively. The Company's operating costs per equivalent
barrel were $5.84 and $7.39 in 1996 and 1995, respectively.
General and administrative expenses increased $1.9 million in 1996
primarily due to higher personnel costs and lower capitalization in Colombia.
Capitalized general and administrative costs were $11.5 million and $10.1
million in 1996 and 1995, respectively.
Other Income and Expenses
Interest expense decreased $1.5 million in 1996 due to higher interest
capitalization of $3.9 million resulting from construction of support
equipment and facilities in the Fields and greater exploration activities.
Gross interest expense increased $2.4 million in 1996 to $21.6 million due to
higher debt outstanding.
Other income in 1996 included a $7.6 million benefit for settlement of a
lawsuit in which the Company was plaintiff, a $1.7 million gain on the sale of
approximately 20% of the Company's shareholdings in Crusader, and a foreign
exchange gain of $1.5 million, primarily on deferred tax liabilities in
Colombia. Other income in 1995 included $7.2 million received from legal
settlements and $2.9 million received from the early redemption of the
Crusader Convertible Notes.
Income Taxes
Statement of Financial Accounting Standards No. 109 ("SFAS 109"),
"Accounting for Income Taxes," requires that the Company make projections
about the timing and scope of certain future business transactions in order to
estimate recoverability of deferred tax assets primarily resulting from the
expected utilization of net operating loss carryforwards ("NOLs"). Changes in
the timing or nature of actual or anticipated business transactions,
projections and income tax laws can give rise to significant adjustments to
the Company's deferred tax expense or benefit that may be reported from time
to time. For these and other reasons, compliance with SFAS 109 may result in
significant differences between tax expense for income statement purposes and
taxes actually paid.
The income tax provision for 1996 decreased $3 million, compared with
1995, primarily due to an increased deferred tax benefit in the United States
of $5.3 million related to anticipated future utilization of NOLs. Foreign
tax expense in 1996 increased $2 million from 1995, mainly due to
increased profitability from the Company's Colombian operations.
<PAGE>
Extraordinary Item
In June 1996, the Company purchased in the open market $10 million face
value of its Senior Subordinated Discount Notes due November 1, 1997, and
recorded an extraordinary after-tax expense of $.4 million.
Petroleum Price Risk Management
In the normal course of business, the Company enters into financial and
commodity market transactions for purposes other than trading to manage its
exposure to commodity price risk. As a result of such transactions to date,
the Company has set the price benchmark on approximately 29% of its projected
Colombian oil production from July 1996 through June 1997 at a weighted
average West Texas Intermediate ("WTI") benchmark price of $18.32 per barrel.
In anticipation of entering into a forward oil sale, the Company
purchased from a creditworthy counterparty call options to retain the ability
to benefit from future WTI price increases above $20.42 per barrel. The
volumes and expiration dates on the call options coincide with the volumes and
delivery dates of the forward oil sale, which has delivery terms of 58,425
barrels per month through March 1997 and 254,136 barrels per month from April
1997 to March 2000. During the three and six months ended June 30, 1996, the
Company recorded an unrealized (loss) gain of ($1.5 million) and $.6 million,
respectively, as other income related to the change in the fair market value
of the call options. Future fluctuations in the fair market value of the call
options will continue to affect other income as noncash adjustments.
Subsequent Event
In July 1996, the Company sold its remaining interest in Crusader for
cash proceeds of approximately $55.5 million. In the third quarter, the
Company expects to record a gain of approximately $8.6 million and an increase
to additional paid-in capital of $16.3 million, representing the Company's
proportion of TEL ordinary shares owned by Crusader which were previously
treated as owned by TEL.
CERTAIN FACTORS That Could Affect Future Operations
Certain statements in this report, including statements of the Company's
and management's expectations, intentions, plans and beliefs, are
forward-looking statements, as defined in Section 21D of the Securities
Exchange Act of 1934, that are dependent on certain events, risks and
uncertainties that may be outside the Company's control. These
forward-looking statements include statements of management's plans and
objectives for the Company's future operations and statements of future
economic performance; information regarding drilling schedules, expected or
planned production or transportation capacity, the future construction or
upgrades of pipelines (including costs), when the Cusiana and Cupiagua fields
might become self-financing, future production of the Cusiana and Cupiagua
fields, the negotiation of a gas sales contract and commencement of production
in Malaysia-Thailand, the Company's capital budget and future capital
requirements, the Company's meeting its future capital needs, the Company's
realization of its deferred tax asset, the level of future expenditures for
environmental costs and the outcome of regulatory and litigation matters; and
the assumptions described in this report underlying such forward-looking
statements. Actual results and developments could differ materially from
those expressed in or implied by such statements due to a number of factors,
including those described in the context of such forward-looking statements
and in the Notes to Condensed Consolidated Financial Statements.
PART II. OTHER INFORMATION
ITEM.1. LEGAL PROCEEDINGS
The Company's subsidiary, Triton Oil & Gas Corp., is among several defendants
in two related lawsuits arising out of damages alleged to be the result of a
1988 tidal wave at King Harbor in Redondo Beach, California, and the Company,
the subsidiary and other defendants have been sued by the City of Redondo
Beach for indemnity for amounts aggregating approximately $8 million it paid
to settle certain claims arising out of the same incident. Trial for the
city's indemnity lawsuit has been set for January 1997. The Company believes
that it and its subsidiary have meritorious defenses and intends to defend
the suits vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders (the "Meeting") on May 7,
1996 at which the shareholders of the Company voted on and approved the
following proposals by the votes indicated.
The first proposal was the election of three directors to serve until the
third annual meeting of shareholders to occur after the May 7, 1996 meeting or
until their respective successors shall have been duly elected and qualified.
The directors elected and the votes cast for or withheld were as follows:
Thomas G. Finck (28,818,264 votes for and 242,902 votes withheld), Jesse E.
Hendricks (28,800,695 votes for and 260,471 votes withheld), and Michael E.
McMahon (28,818,317 votes for and 242,849 votes withheld). The following
directors continue in office: Ernest E. Cook, Sheldon R. Erikson, Ray H.
Eubank, Fitzgerald S. Hudson, John R. Huff, John P. Lewis, Wellslake D. Morse,
Jr. and Edwin D. Williamson.
The other proposals were (1) to adopt the second amendment and restatement of
the Company's 1992 Stock Option Plan (the "1992 Plan Restatement"), (2) to
adopt an amendment to the Company's Amended and Restated 1985 Restricted Stock
Plan (the "1985 Plan Amendment") and (3) to approve the material terms of the
performance goals that will be used by the Compensation Committee of the
Company's Board of Directors in determining annual bonuses for senior
management (the "Performance Goals"). These proposals were approved by the
following vote:
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BROKER
FOR AGAINST ABSTENTIONS NONVOTES
---------- --------- ----------- ---------
1992 Plan Restatement 25,873,168 3,149,152 37,846 1,000
1985 Plan Amendment 28,531,097 490,832 38,694 543
Performance Goals 24,540,184 518,417 32,250 3,970,315
</TABLE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following documents are filed as part of this Quarterly
Report on Form 10-Q:
1. Exhibits required to be filed by Item 601 of Regulation S-K. (Where
the amount of securities authorized to be issued under any of Triton Energy
Limited's and any of its subsidiaries' or its affiliate Crusader's long-term
debt agreements does not exceed 10% of the Company's assets, pursuant to
paragraph (b)(4) of Item 601 of Regulation S-K, in lieu of filing such as
exhibits, the Company hereby agrees to furnish to the Commission upon request
a copy of any agreement with respect to such long-term debt.)
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3.1 Memorandum of Association of Triton Energy Limited. (19 )
3.2 Articles of Association of Triton Energy Limited. (19 )
4.1 Specimen Share Certificate of Ordinary Shares, $0.01 par value, of the Company. (1)
4.2 Rights Agreement dated as of March 25, 1996, between Triton Energy Limited and
Chemical Bank, as Rights Agent, including, as Exhibit A thereto, Resolutions
establishing the Junior Preference Shares. (19 )
4.3 Form of Debt Securities. (2)
4.4 Proposed Form of Senior Indenture. (2)
4.5 Proposed Form of Senior Subordinated Indenture. (2)
4.6 Resolutions authorizing the Company's 5 % Convertible Preference Shares. (3)
10.1 Amended and Restated Retirement Income Plan. (4)
10.2 Amended and Restated Supplemental Executive Retirement Income Plan. (5)
10.3 1981 Employee Non-Qualified Stock Option Plan. (6)
10.4 Amendment No. 1 to the 1981 Employee Non-Qualified Stock Option Plan. (7)
10.5 Amendment No. 2 to the 1981 Employee Non-Qualified Stock Option Plan. (6)
10.6 Amendment No. 3 to the 1981 Employee Non-Qualified Stock Option Plan. (4)
10.7 1985 Stock Option Plan. (8)
10.8 Amendment No. 1 to the 1985 Stock Option Plan. (6)
10.9 Amendment No. 2 to the 1985 Stock Option Plan. (4)
10.10 Amended and Restated 1986 Convertible Debenture Plan. (4)
10.11 1988 Stock Appreciation Rights Plan. (9)
10.12 1989 Stock Option Plan. (10)
10.13 Amendment No. 1 to the 1989 Stock Option Plan. (6)
10.14 Amendment No. 2 to the 1989 Stock Option Plan. (4)
10.15 Second Amended and Restated 1992 Stock Option Plan. (18)
10.16 Form of Amended and Restated Employment Agreement. (5)
10.17 Amended and Restated 1985 Restricted Stock Plan. (4)
10.18 First Amendment to 1985 Amended and Restated Restricted Stock Plan. (11)
10.19 Second Amendment to Amended and Restated 1985 Restricted Stock Plan. (18)
10.20 Executive Life Insurance Plan. (12)
10.21 Long Term Disability Income Plan. (12)
10.22 Amended and Restated Retirement Plan for Directors. (8)
10.23 Amended and Restated Indenture dated as of March 25, 1996 among Triton Energy
Limited, Triton Energy Corporation and Chemical Bank, with respect to the issuance of
Senior Subordinated Discount Notes due 1997. (18)
10.24 Amended and Restated Senior Subordinated Indenture by and among Triton Energy
Limited, Triton Energy Corporation and United States Trust Company of New York,
dated as of March 25, 1996. (18)
10.25 Contract for Exploration and Exploitation for Santiago de Atalayas I with an effective
date of July 1, 1982, between Triton Colombia, Inc., and Empresa Colombiana De
Petroleos. (8)
10.26 Contract for Exploration and Exploitation for Tauramena with an effective date of July
4, 1988, between Triton Colombia, Inc. and Empresa Colombiana De Petroleos. (9)
10.27 Summary of Assignment legalized by Public Instrument No. 1255 dated September 15,
1987 (Assignment is in Spanish language). (9)
10.28 Summary of Assignment legalized by Public Instrument No. 1602 dated June 11,
1990 (Assignment is in Spanish language). (9)
10.29 Summary of Assignment legalized by Public Instrument No. 2586 dated September 9,
1992 (Assignment is in Spanish language). (9)
10.30 401(K) Savings Plan. (4)
10.31 Contract between Malaysia-Thailand and Joint Authority and Petronas Carigali
SDN.BHD. and Triton Oil Company of Thailand relating to Exploration and Produc-
tion of Petroleum for Malaysia-Thailand Joint Development Area Block A-18. (13)
10.32 Credit Agreement between Triton Energy Corporation and Banque Paribas Houston
Agency dated as of March 28, 1995, together with related form of revolving credit
note. (14)
10.33 First Amendment to Credit Agreement between Triton Energy Corporation and Banque
Paribas Houston Agency dated May 16, 1995. (15)
10.34 Security Agreement between Triton Energy Corporation and Banque Paribas Houston
Agency. (14)
10.35 Second Amendment to Credit Agreement and First Amendment to Security Agreement
between Triton Energy Corporation and Banque Paribas Houston Agency dated August
11, 1995. (5)
10.36 Third Amendment to Credit Agreement between Triton Energy Corporation and Banque
Paribas Houston Agency dated September 29, 1995. (5)
10.37 Consent, Waiver and Guaranty among Triton Energy Limited, Triton Energy
Corporation and Bank Paribas Houston Agency dated as of March 25, 1996. (18)
10.38 Triton Crude Purchase Agreement between Triton Colombia, Inc. and Oil Co., LTD.
dated May 25, 1995. (16)
10.39 Credit Agreement among Triton Colombia, Inc., Triton Energy Corporation,
NationsBank, N.A. (Carolinas) and Export-Import Bank of the United States. (11)
10.40 Amendment No. 1 to Credit Agreement among Triton Colombia, Inc., Triton Energy
Corporation, NationsBank, N.A. (Carolinas) and Export-Import Bank of the United
States. (11)
10.41 Amendment No. 2 to Credit Agreement among Triton Colombia, Inc., Triton Energy
Corporation, NationsBank, N.A. (Carolinas) and Export-Import Bank of the United
States. (18)
10.42 Agreement and Plan of Merger among Triton Energy Corporation, Triton Energy
Limited and TEL Merger Corp. (11)
11.1 Computation of Earnings per Share. (20)
12.1 Computation of Ratio of Earnings to Fixed Charges. (20)
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preference
Dividends. (20)
27.1 Financial Data Schedule. (20)
99.1 Rio Chitamena Association Contract. (17)
99.2 Rio Chitamena Purchase and Sale Agreement. (17)
99.3 Integral Plan - Cusiana Oil Structure. (17)
99.4 Letter Agreements with co-investor in Colombia. (17)
99.5 Colombia Pipeline Memorandum of Understanding. (17)
99.6 Amended and Restated Oleoducto Central S.A. Agreement dated as of March 31, 1995.
(15)
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(1) Previously filed as an exhibit to Triton Energy Corporation's Registration
Statement on Form 8-A dated March 25, 1996 and incorporated herein by reference.
(2) Previously filed as an exhibit to Triton Energy Corporation's Registration Statement
on Form S-3 (No. 33-69230) and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's and Triton Energy Corporation's
Registration Statement on Form S-4 (No. 333-923) and incorporated herein by
Reference.
(4) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993 and incorporated by
reference herein.
(5) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein
by reference.
(6) Previously filed as an exhibit to Triton Energy Corporation's Annual Report
on Form 10-K for the fiscal year ended May 31, 1992 and incorporated herein
by reference.
(7) Previously filed as an exhibit to Triton Energy Corporation's Annual Report
on Form 10-K for the fiscal year ended May 31, 1989 and incorporated herein
by reference.
(8) Previously filed as an exhibit to Triton Energy Corporation's Annual Report
on Form 10-K for the fiscal year ended May 31, 1990 and incorporated herein
by reference.
(9) Previously filed as an exhibit to Triton Energy Corporation's Annual Report
on Form 10-K for the fiscal year ended May 31, 1993 and incorporated by
reference herein.
(10) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1988 and incorporated by
reference herein.
(11) Previously filed as an exhibit to Triton Energy Corporation's Annual Report
on Form 10-K for the year ended December 31, 1995 and incorporated herein
by reference.
(12) Previously filed as an exhibit to Triton Energy Corporation's Annual Report on
Form 10-K for the fiscal year ended May 31, 1991 and incorporated herein
by reference.
(13) Previously filed as an exhibit to Triton Energy Corporation's current report on
Form 8-K dated April 21, 1994 and incorporated by reference herein.
(14) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995 and incorporated herein
by reference.
(15) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 and incorporated herein
by reference.
(16) Previously filed as an exhibit to Current Report on Triton Energy Corporation's
Form 8-K dated May 26, 1995 and incorporated herein by reference.
(17) Previously filed as an exhibit to Triton Energy Corporation's current report
on Form 8-K/A dated July 15, 1994 and incorporated herein by reference.
(18) Previously filed as an exhibit to Triton Energy Limited's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996 and incorporated herein
by reference.
(19) Previously filed as an exhibit to Triton Energy Limited's Registration Statement
on Form S-8 (No.333-08005) dated July 11, 1996 and incorporated herein by reference.
(20) Filed herewith.
</TABLE>
<PAGE>
(b) Reports on Form 8-K
On May 20, 1996, Triton Energy Limited filed a Current Report on Form 8-K
relating to the takeover bid made by Clyde Petroleum plc for the
outstanding shares of Crusader Limited, the Company's 49.9% owned
Australia-based oil and gas affiliate.
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.
TRITON ENERGY LIMITED
By: /s/ Peter Rugg
Peter Rugg
Senior Vice President and Chief Financial Officer
Date: August 14, 1996
EXHIBIT 11.1
TRITON ENERGY LIMITED AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER ORDINARY SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ----------------------------
1996 1995 1996 1995
-------------------- -------- ------------------ --------
PRIMARY COMPUTATION:
Earnings from continuing operations $ 12,696 $ 5,007 $ 24,047 $ 4,654
Dividends on preference shares --- --- (772) (449)
-------------------- -------- ------------------ --------
Earnings from continuing operations
applicable to ordinary shares 12,696 5,007 23,275 4,205
Loss from discontinued operations --- (2,619) --- (3,821)
-------------------- -------- ------------------ --------
Earnings before extraordinary item applicable to
ordinary shares 12,696 2,388 23,275 384
Extraordinary item on extinguishment of debt (434) --- (434) ---
-------------------- -------- ------------------ --------
Net earnings applicable to ordinary shares $ 12,262 $ 2,388 $ 22,841 $ 384
-------------------- -------- ------------------ --------
Shares:
Average number of ordinary shares outstanding 35,661 35,056 35,536 35,020
Additional shares assuming conversion of
stock options and convertible debentures 1,072 700 1,133 457
-------------------- -------- ------------------ --------
Average ordinary and equivalent shares outstanding 36,733 35,756 36,669 35,477
-------------------- -------- ------------------ --------
PRIMARY EARNINGS (LOSS) PER ORDINARY SHARE:
Continuing operations $ 0.34 $ 0.14 $ 0.63 $ 0.12
Discontinued operations --- (0.07) --- (0.11)
Extraordinary item (0.01) --- (0.01) ---
-------------------- -------- ------------------ --------
Net earnings $ 0.33 $ 0.07 $ 0.62 $ 0.01
-------------------- -------- ------------------ --------
FULLY DILUTED COMPUTATION:*
Earnings from continuing operations $ 12,696 $ 5,007 $ 24,047 $ 4,654
Net interest expense related to convertible debt 196 196 392 392
-------------------- -------- ------------------ --------
Adjusted earnings from continuing operations
applicable to ordinary shares 12,892 5,203 24,439 5,046
Loss from discontinued operations --- (2,619) --- (3,821)
-------------------- -------- ------------------ --------
Adjusted earnings before extraordinary item applicable
to ordinary shares 12,892 2,584 24,439 1,225
Extraordinary item on extinguishment of debt (434) --- (434) ---
-------------------- -------- ------------------ --------
Net earnings applicable to ordinary shares as adjusted $ 12,458 $ 2,584 $ 24,005 $ 1,225
-------------------- -------- ------------------ --------
Shares:
Average number of ordinary shares outstanding 35,661 35,056 35,536 35,020
Additional shares assuming conversion of:
Stock options and convertible debentures 1,071 877 1,132 885
Preference shares 257 556 257 556
Convertible debt of affiliate 550 522 556 522
-------------------- -------- ------------------ --------
Average ordinary and equivalent shares
outstanding as adjusted 37,539 37,011 37,481 36,983
-------------------- -------- ------------------ --------
FULLY DILUTED EARNINGS (LOSS) PER ORDINARY SHARE:
Continuing operations $ 0.34 $ 0.14 $ 0.65 $ 0.13
Discontinued operations --- (0.07) --- (0.10)
Extraordinary item (0.01) --- (0.01) ---
-------------------- -------- ------------------ --------
Net earnings $ 0.33 $ 0.07 $ 0.64 $ 0.03
-------------------- -------- ------------------ --------
</TABLE>
*This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an anti-dilutive result for the six months ended June 30,
1996 and 1995.
EXHIBIT 12.1
TRITON ENERGY LIMITED AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIOS)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SEVEN MONTHS
SIX MONTHS ENDED YEAR ENDED ENDED
JUNE 30, DEC. 31, DEC. 31,
------------------ ------------ --------------
1996 1995 1995 1994
------------------ -------- ------------ --------------
Fixed charges, as defined (1):
Interest charges $ 22,040 $19,762 $ 41,305 $ 20,285
Preferred dividend requirements of
subsidiaries adjusted to pre-tax basis --- --- --- ---
------------------ -------- ------------ --------------
Total fixed charges 22,040 19,762 41,305 20,285
------------------ -------- ------------ --------------
Earnings, as defined (1) (3):
Earnings (loss) from continuing operations
before income taxes, minority interest,
extraordinary item and cumulative effect of
accounting change 26,738 10,347 16,600 (22,834)
Fixed charges, above 22,040 19,762 41,305 20,285
Less interest capitalized (11,610) (7,690) (16,211) (11,833)
Plus undistributed (earnings) loss of affiliates (118) (777) 2,249 4,102
Less preferred dividend requirements of
subsidiaries adjusted to pre-tax basis --- --- --- ---
------------------ -------- ------------ --------------
$ 37,050 $21,642 $ 43,943 $ (10,280)
------------------ -------- ------------ --------------
RATIO OF EARNINGS TO FIXED CHARGES (2) (3) 1.7 1.1 1.1 ---
------------------ -------- ------------ --------------
<S> <C> <C> <C> <C>
YEARS ENDED MAY 31,
---------------------
1994 1993 1992 1991
--------------------- ---------- --------- --------
Fixed charges, as defined (1):
Interest charges $ 26,951 $ 16,336 $ 11,066 $28,056
Preferred dividend requirements of
subsidiaries adjusted to pre-tax basis 364 1,551 1,780 2,330
Total fixed charges 27,315 17,887 12,846 30,386
--------------------- ---------- --------- --------
Earnings, as defined (1) (3):
Earnings (loss) from continuing operations
before income taxes, minority interest,
extraordinary item and cumulative effect of
accounting change (23,104) (147,445) (87,124) 21,054
Fixed charges, above 27,315 17,887 12,846 30,386
Less interest capitalized (16,863) (6,407) (6,529) (5,879)
Plus undistributed (earnings) loss of affiliates (645) 3,012 2,558 (2,604)
Less preferred dividend requirements of
subsidiaries adjusted to pre-tax basis (364) (1,551) (1,780) (2,330)
--------------------- ---------- --------- --------
$ (13,661) $(134,504) $(80,029) $40,627
--------------------- ---------- --------- --------
RATIO OF EARNINGS TO FIXED CHARGES (2) (3) --- --- --- 1.3
--------------------- ---------- --------- --------
</TABLE>
(1) Earnings include the Company's equity in the losses of an affiliate
whose debt is guaranteed by the Company. Related interest charges for the
years ended May 31, 1992 and 1991 of $819,000 and $802,000, respectively,
were excluded from fixed charges due to the improbability that such guarantees
would be honored.
(2) Earnings were inadequate to cover fixed charges for the seven months
ended December 31, 1994 by $30,565,000 and for the years ended May 31, 1994,
1993 and 1992 by $40,976,000, $152,391,000 and $92,875,000, respectively.
(3) Earnings reflect nonrecurring writedowns and loss provisions of
$350,000 for the six months ended June 30, 1996, $1,058,000 for the year ended
December 31, 1995, $984,000 for the seven months ended December 31, 1994 and
$45,754,000, $99,883,000, $48,805,000 and $2,708,000 for the years ended May
31, 1994, 1993, 1992 and 1991, respectively. Nonrecurring gains from the sale
of assets and other gains aggregated $13,486,000 and $10,075,000 for the six
months ended June 30, 1996 and 1995, respectively, $13,617,000, $56,193,000
and $28,351,000 for the years ended December 31, 1995, May 31, 1994 and 1991,
respectively. The ratio of earnings to fixed charges if adjusted to remove
nonrecurring items, would have been 0.6 for the six months ended June 30, 1995
and 0.8 and 0.6 for the years ended December 31, 1995 and May 31, 1991,
respectively. Without nonrecurring items, earnings would have been inadequate
to cover fixed charges for the six months ended June 30, 1995 by $8,195,000,
for the year ended December 31, 1995 by $9,921,000, for the seven months
ended December 31, 1994 by $29,581,000 and for the years ended May 31, 1994,
1993, 1992 and 1991 by $51,415,000, $45,183,000, $32,301,000 and $11,906,000,
respectively.
EXHIBIT 12.2
TRITON ENERGY LIMITED AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE
DIVIDENDS
(IN THOUSANDS, EXCEPT RATIOS)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SEVEN MONTHS
SIX MONTHS ENDED YEAR ENDED ENDED
JUNE 30, DEC. 31, DEC. 31,
------------------ ------------ --------------
1996 1995 1995 1994
------------------ -------- ------------ --------------
Fixed charges, as defined (1):
Interest charges $ 22,040 $19,762 $ 41,305 $ 20,285
Preference dividend requirements of the Company 772 449 802 449
Preferred dividend requirements of subsidiaries
adjusted to pre-tax basis --- --- --- ---
------------------ -------- ------------ --------------
Total fixed charges 22,812 20,211 42,107 20,734
------------------ -------- ------------ --------------
Earnings, as defined (1) (3):
Earnings (loss) from continuing operations
before income taxes, minority interest,
extraordinary item and cumulative effect of
accounting change 26,738 10,347 16,600 (22,834)
Fixed charges, above 22,812 20,211 42,107 20,734
Less interest capitalized (11,610) (7,690) (16,211) (11,833)
Plus undistributed (earnings) loss of affiliates (118) (777) 2,249 4,102
Less preference dividend requirements of the
Company and its subsidiaries adjusted to pre-tax basis (772) (449) (802) (449)
------------------ -------- ------------ --------------
$ 37,050 $21,642 $ 43,943 $ (10,280)
------------------ -------- ------------ --------------
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERENCE DIVIDENDS (2) (3) 1.6 1.1 1.0 ---
------------------ -------- ------------ --------------
<S> <C> <C> <C> <C>
YEARS ENDED MAY 31,
---------------------
1994 1993 1992 1991
--------------------- ---------- --------- --------
Fixed charges, as defined (1):
Interest charges $ 26,951 $ 16,336 $ 11,066 $28,056
Preference dividend requirements of the Company --- --- 1,386 5,546
Preferred dividend requirements of subsidiaries
adjusted to pre-tax basis 364 1,551 1,780 2,330
--------------------- ---------- --------- --------
Total fixed charges 27,315 17,887 14,232 35,932
--------------------- ---------- --------- --------
Earnings, as defined (1) (3):
Earnings (loss) from continuing operations
before income taxes, minority interest,
extraordinary item and cumulative effect of
accounting change (23,104) (147,445) (87,124) 21,054
Fixed charges, above 27,315 17,887 14,232 35,932
Less interest capitalized (16,863) (6,407) (6,529) (5,879)
Plus undistributed (earnings) loss of affiliates (645) 3,012 2,558 (2,604)
Less preference dividend requirements of the
Company and its subsidiaries adjusted to pre-tax basis (364) (1,551) (3,166) (7,876)
--------------------- ---------- --------- --------
$ (13,661) $(134,504) $(80,029) $40,627
--------------------- ---------- --------- --------
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERENCE DIVIDENDS (2) (3) --- --- --- 1.1
--------------------- ---------- --------- --------
</TABLE>
(1) Earnings include the Company's equity in the losses of an affiliate
whose debt is guaranteed by the Company. Related interest charges for the
years ended May 31, 1992 and 1991 of $819,000 and $802,000, respectively, were
excluded from fixed charges due to the improbability that such guarantees
would be honored.
(2) Earnings were inadequate to cover fixed charges and preference
dividends for the seven months ended December 31, 1994 by $31,014,000 and for
the years ended May 31, 1994, 1993 and 1992 by $40,976,000, $152,391,000 and
$94,261,000, respectively.
(3) Earnings reflect nonrecurring writedowns and loss provisions of
$350,000 for the six months ended June 30, 1996, $1,058,000 for the year ended
December 31, 1995, $984,000 for the seven months ended December 31, 1994 and
$45,754,000, $99,883,000, $48,805,000 and $2,708,000, for the years ended May
31, 1994, 1993, 1992 and 1991, respectively. Nonrecurring gains from the
sales of assets and other gains aggregated $13,486,000 and $10,075,000 for
the six months ended June 30, 1996 and 1995, respectively, $13,617,000,
$56,193,000 and $28,351,000 for the years ended December 31, 1995, May 31,
1994 and 1991, respectively. The ratio of earnings to combined fixed charges
and preference dividends if adjusted to remove nonrecurring items would have
been 0.6 for the six months ended June 30, 1995 and 0.7 and 0.5 for the years
ended December 31, 1995 and May 31, 1991, respectively. Without nonrecurring
items, earnings would have been inadequate to cover fixed charges and
preference dividends for the six months ended June 30, 1995 by $8,644,000, for
the year ended December 31, 1995 by $10,723,000, for the seven months ended
December 31, 1994 by $30,030,000 and for the years ended May 31, 1994, 1993,
1992 and 1991 by $51,415,000, $45,183,000, $33,687,000 and $17,452,000,
respectively.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 6/30/96
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 29,285
<SECURITIES> 12,498
<RECEIVABLES> 48,511
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 94,358
<PP&E> 651,017
<DEPRECIATION> 44,918
<TOTAL-ASSETS> 882,281
<CURRENT-LIABILITIES> 64,052
<BONDS> 399,393
0
8,840
<COMMON> 362
<OTHER-SE> 269,611
<TOTAL-LIABILITY-AND-EQUITY> 882,281
<SALES> 66,951
<TOTAL-REVENUES> 66,951
<CGS> 19,163
<TOTAL-COSTS> 19,163
<OTHER-EXPENSES> 12,064
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,992
<INCOME-PRETAX> 26,738
<INCOME-TAX> 2,691
<INCOME-CONTINUING> 24,047
<DISCONTINUED> 0
<EXTRAORDINARY> (434)
<CHANGES> 0
<NET-INCOME> 23,613
<EPS-PRIMARY> 0.62
<EPS-DILUTED> 0.64
</TABLE>
