<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
COMMISSION FILE NUMBER 333-12707
MARINER ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 86-0460233
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number)
580 WESTLAKE PARK BLVD., SUITE 1300
HOUSTON, TEXAS 77079
(Address of principal executive offices including Zip Code)
(281) 584-5500
(Registrant's telephone number)
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
----- -----
As of May 13, 1997, there were 1,000 shares of the registrant's common
stock outstanding.
- --------------------------------------------------------------------------------
<PAGE> 2
MARINER ENERGY, INC.
FORM 10-Q
MARCH 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Balance Sheets at March 31, 1997 and December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Statements of Operations for the three months ended March 31, 1997 (Mariner Energy, Inc.)
and the three months ended March 31, 1996 (Predecessor Company) . . . . . . . . . . . . . . . . . . . . 2
Statements of Cash Flows for the three months ended March 31, 1997 (Mariner Energy, Inc.)
and the three months ended March 31, 1996 (Predecessor Company) . . . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Independent Certified Public Accountants' Report on Review of Interim Financial Information . . . . . . . . 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . 6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
<PAGE> 3
PART I, ITEM 1. MARINER ENERGY, INC.
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ----------------
(Unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 8,470 $10,819
Receivables 9,992 13,571
Prepaid expenses and other 183 418
-------- ----------
Total current assets 18,645 24,808
-------- --------
PROPERTY AND EQUIPMENT:
Oil and gas properties, at full cost:
Proved 180,716 169,728
Unproved, not subject to amortization 20,237 21,310
-------- ---------
Total 200,953 191,038
Other property and equipment 1,924 1,671
Accumulated depletion, depreciation and amort. (60,345) (24,600)
-------- ---------
Total property and equipment, net 142,532 168,109
-------- ---------
OTHER ASSETS, NET OF AMORTIZATION 3,746 3,832
-------- ---------
TOTAL ASSETS $164,923 $ 196,749
======== =========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $4,061 $2,930
Accrued liabilities 9,116 12,288
Accrued interest 1,750 3,996
-------- ---------
Total current liabilities 14,927 19,214
-------- ---------
ACCRUAL FOR FUTURE ABANDONMENT COSTS 1,039 957
LONG-TERM DEBT:
Subordinated notes 99,535 99,525
Revolving Credit Facility - -
-------- --------
Total long-term debt 99,535 99,525
-------- --------
STOCKHOLDER'S EQUITY:
Common stock, $1 par value; 1,000 shares authorized,
issued and outstanding 1 1
Additional paid-in-capital 95,744 95,744
Accumulated deficit (46,323) (18,692)
-------- --------
Total stockholder's equity 49,422 77,053
-------- --------
TOTAL LIABILITIES and STOCKHOLDER'S EQUITY $164,923 $196,749
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
MARINER ENERGY, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Predecessor
Company
Three Months Three Months
Ended Ended
March 31, March 31,
1997 1996
------------ ------------
<S> <C> <C>
REVENUES:
Oil sales $2,948 $3,644
Gas sales 10,735 10,134
-------- ------
Total revenues 13,683 13,778
-------- ------
COSTS AND EXPENSES:
Lease operating expenses 2,479 2,872
Depreciation, depletion and amortization 7,229 6,309
Impairment of oil and gas properties 28,514 -
General and administrative expenses 538 712
-------- ------
Total costs and expenses 38,760 9,893
-------- ------
OPERATING INCOME (LOSS) (25,077) 3,885
INTEREST:
Related party income - 2,110
Other income 84 57
Related party expense - (381)
Other expense (2,639) (3,010)
-------- ------
INCOME (LOSS) BEFORE INCOME TAXES (27,632) 2,661
PROVISION FOR INCOME TAXES - -
-------- ------
NET INCOME (LOSS) $(27,632) $2,661
======== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
MARINER ENERGY, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Predecessor
Company
--------------
Three Months Three Months
Ended Ended
March 31, March 31,
1997 1996
----------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (27,632) $ 2,661
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation, depletion and amortization 7,438 6,437
Impairment of oil and gas properties 28,514 -
Changes in operating assets and liabilities:
Receivables 3,579 (1,873)
Affiliates receivable - (2,109)
Other current assets 235 (307)
Accounts payable and accrued liabilities (4,287) 832
Payables to affiliates - (11)
--------- ---------
Net cash provided by operating activities 7,847 5,630
--------- ---------
INVESTING ACTIVITIES:
Additions to oil and gas properties (9,915) (7,495)
Additions to other property and equipment (253) (153)
Issuance of long-term receivable to affiliates - (1,000)
Repayment of long-term receivable from affiliates - 3,000
--------- ---------
Net cash used in investing activities (10,168) (5,648)
--------- ---------
FINANCING ACTIVITIES:
Principal payments on revolving credit facility - -
Payments of debt issue costs (28) -
Proceeds from revolving credit facility - -
--------- ---------
Net cash provided by financing activities (28) -
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIV. (2,349) (18)
CASH AND CASH EQUIV. AT BEGINNING OF PERIOD 10,819 5,456
--------- ---------
CASH AND CASH EQUIV. AT END OF PERIOD $ 8,470 $ 5,438
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
MARINER ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
The financial statements of Mariner Energy, Inc. (the "Company") included
herein have been prepared, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Accordingly, they reflect
all adjustments (consisting only of normal, recurring accruals) which are, in
the opinion of management, necessary for a fair presentation of the financial
results for the interim periods. Certain information and notes normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's 10-K for the year ended December 31, 1996.
For the three months ended March 31, 1996, Hardy Oil & Gas USA Inc. (the
"Predecessor Company"), was a wholly owned subsidiary of Hardy Holdings, Inc.,
which is a wholly owned subsidiary of Hardy Oil & Gas plc, a public company
incorporated in the United Kingdom. Pursuant to a stock purchase agreement
dated April 1, 1996, Joint Energy Development Investments Limited Partnership,
which is an affiliate of Enron Capital & Trade Resources Corp., purchased from
Hardy Holdings Inc. all of the issued and outstanding stock of the Predecessor
Company for a purchase price of approximately $185.5 million effective April 1,
1996 for financial accounting purposes. As a result of the sale of Hardy Oil
&Gas USA Inc.'s common stock, the Predecessor Company changed its name to
Mariner Energy, Inc.
2. Oil and Gas Properties
Under the full cost method of accounting for oil and gas properties, the
net carrying value of proved oil and gas properties is limited to an estimate
of the future net revenues, discounted at 10%, from proved oil and gas reserves
based on period-end prices and costs plus the lower of cost or estimated fair
value of unproved properties. As a result of this limitation and reduced
product prices in March 1997, a non-cash full cost ceiling test impairment
charge of $28.5 million was recorded in the quarter ended March 31, 1997.
Price increases subsequent to March 31, 1997 were sufficient to avoid the
impairment charge, but, given the unpredictable volatility of future prices,
the Company elected to record the charge in order to conservatively state the
book value of its assets.
3. Revolving Credit Facility
Following the annual borrowing base redetermination review, effective April
10, 1997, the borrowing base under the revolving credit facility with
NationsBank of Texas, N.A. as agent for a group of lenders was increased from
$50 million to $58 million.
4. Hedging Program
The Company has, from time to time, entered into crude oil and natural gas
price swaps or other similar hedging transactions to reduce its exposure to
price reductions. In the first quarter of 1997, the Company hedged a portion
of its crude oil and natural gas production, the results of which were included
in oil and gas revenues. At March 31, 1997, the Company had two outstanding
natural gas hedging contracts, one of which had notional volumes of 25,000
Mmbtu per day at $2.61 per Mmbtu for April 1997 and the other with notional
volumes of 40,000 Mmbtu per day at $2.17 per Mmbtu for the months of August
through October 1997. On April 23, 1997, Mariner entered into a gas swap for
the period of May through July 1997 for 35,500 Mmbtu per day at a price of
$2.13 per Mmbtu for May and $2.16 per Mmbtu for June and July.
4
<PAGE> 7
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT ON REVIEW OF INTERIM FINANCIAL
INFORMATION
Board of Directors and Stockholder
Mariner Energy, Inc.
Houston, Texas
We have reviewed the accompanying financial statements of Mariner Energy, Inc.,
formerly Hardy Oil & Gas USA Inc. (the "Predecessor Company"), as listed in the
Table of Contents in Item 1. These financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists primarily of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1996, and the related
statements of operations, stockholder's equity, and cash flows for the nine
months ended December 31, 1996 (not presented herein), and the three months
ended March 31, 1996; and, in our report dated March 7, 1997, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 1996
is fairly stated, in all material respects, in relation to the balance sheet
from which it has been derived.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
May 13, 1997
5
<PAGE> 8
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following review of operations for the three month periods ended March
31, 1997 and 1996 should be read in conjunction with the financial statements
of the Company and Notes thereto included elsewhere in this Form 10-Q and with
the Financial Statements, Notes and Management's Discussion and Analysis
included in the Company's Form 10-K for the year ended December 31, 1996.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
All statements other than statements of historical fact included in this
quarterly report on Form 10-Q, including, without limitation, statements
contained in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" regarding the Company's financial position, business
strategy, plans and objectives of management of the Company for future
operations and industry conditions, are forward-looking statements. Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct.
6
<PAGE> 9
RESULTS OF OPERATIONS
The following table sets forth certain information regarding results of
operations for the periods shown:
<TABLE>
<CAPTION>
Three Months Ended March 31
--------------------------------------------
Mariner Energy Predecessor(a)
1997 1996 % Change
-------------- -------------- --------
<S> <C> <C> <C>
Total revenue, $MM $13.7 $13.8 -1%
EBITDA, $MM (b) 10.7 10.2 5%
Impairment of oil & gas properties (c) 28.5 - (d)
Net income (loss), $MM (27.6) 2.7 (d)
Production:
Oil and condensate (Mbbls) 164 200 -18%
Natural Gas (Mmcf) 4,165 5,107 -18%
Natural Gas Equivalents (Mmcfe) 5,149 6,307 -18%
Average sales prices post-hedging:
Oil and condensate ($/Bbl) $17.97 $18.22 -1%
Natural Gas ($/Mcf) 2.58 1.99 30%
Natural Gas Equivalents ($/Mcfe) 2.66 2.20 21%
Cash Margin (e) per Mcfe:
Revenue (pre-hedge) $3.17 $2.57 23%
Hedging impact (0.51) (0.37) 38%
Lease operating expenses (0.48) (0.46) 4%
Gross G&A costs (0.27) (0.33) -18%
------ -------
Cash Margin $1.91 $ 1.41 35%
====== ======
Capital Expenditures, $MM:
Exploration $ 5.1 $ 4.9 4%
Development & other 5.1 2.6 96%
---- -----
Total $10.2 $ 7.5 36%
===== =======
</TABLE>
(a) - "Predecessor" refers to Mariner Energy, Inc. (formerly named "Hardy Oil &
Gas USA Inc.") prior to the effective date of its acquisition by Mariner
Holdings, Inc. effective April 1, 1996.
(b) - EBITDA equals earnings before interest, income taxes, depletion,
depreciation, amortization and impairment of oil and gas property.
(c) - See Note 2 to Financial Statements in Item 1. of this report on Form 10-Q
for further explanation of the ceiling test impairment charge.
(d) - No percentage change was presented since amounts are not comparable due
to differences in cost bases between Mariner and Predecessor Company.
(e) - Cash margin measures the net cash generated by a company's operations
during a given period, without regard to the period such cash is actually
physically received or spent by the company. Cash margin should be used as
supplement to, and not as a substitute for, net earnings and net cash provided
by operating activities (as disclosed in the financial statements) in analyzing
the Company's results of operations and liquidity.
7
<PAGE> 10
RESULTS OF OPERATIONS
NOTE: Where revenue and expense items discussed below would have been
affected in a pro forma presentation of the acquisition by Mariner Holdings of
the stock of the Company (formerly "Hardy Oil & Gas USA, Inc."), the pro forma
impact on that item is discussed.
NET PRODUCTION decreased 18% to 5.1 Bcfe for the first quarter of 1997 from
6.3 Bcfe for the first quarter of 1996. The decrease was due to the sale of
non-core Permian Basin wells in April 1996 and by natural production decline on
other properties.
OIL AND GAS REVENUES for the first quarter 1997 decreased $0.1 million, or
1%, compared with the same quarter of 1996. The decrease was the result of the
decreased production discussed above, offset almost entirely by a 21% increase
in realized oil and gas prices (on an equivalent mcf basis) between the two
quarters, net of hedging. Hedging activities for the first quarter 1997
reduced the average realized sales price received per Mcfe by $0.51 and
revenues by $2.6 million. In the first quarter of 1996, hedging activities
decreased the average realized sales price received by $0.37 per mcfe and
revenues by $2.3 million. During the first quarter of 1997, approximately 79%
of the Company's equivalent production was subject to hedge positions, compared
with approximately 41% for the first quarter of 1996.
LEASE OPERATING EXPENSES decreased 14% to $2.5 million for the first
quarter 1997, from $2.9 million for the first quarter 1996, due primarily to
the sale of the non-core Permian Basin wells in April 1996 and the reduced
production volumes.
DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSE (DD&A) increased 15% to
$7.2 million for the first quarter of 1997, from $6.3 million for the first
quarter of 1996, as a result of a 40% increase in the unit-of-production
depreciation, depletion and amortization rate to $1.40 per Mcfe from $1.00 per
Mcfe, which was partially offset by the 18% reduction in equivalent volumes
produced. On a pro forma basis, DD&A for the first quarter of 1996 would have
been the same amount as the first quarter of 1997. This was a result of net
production being 18% lower in the first quarter of 1997, offset by a 23%
increase in the DD&A rate from $1.14 per mcfe to $1.40 per mcfe. The pro forma
rate increase was caused by increased capital expenditures during the time
period between April 1, 1996 and March 31, 1997, with relatively less proved
reserve additions during the same time period.
IMPAIRMENT OF OIL AND GAS PROPERTIES amounting to $28.5 million was
recorded in the first quarter of 1997 for the non-cash full cost ceiling test
impairment using prices in effect at March 31, 1997. Price increases
subsequent to March 31, 1997 were sufficient to avoid the impairment charge,
but, given the unpredictable volatility of future prices, the Company elected
to record the charge in order to conservatively state the book value of its
assets. No impairment charge was necessary at March 31, 1996.
GENERAL AND ADMINISTRATIVE EXPENSES, which are net of overhead
reimbursements received by the Company from other working interest owners,
decreased 26% to $0.5 million for the first quarter 1997, from $0.7 million for
the first quarter 1996, due primarily to higher overhead recovery due to the
commencement of a new drilling program in the first quarter 1997.
INTEREST EXPENSE decreased 22% to $2.6 million for the first quarter of
1997, from $3.4 million for the first quarter of 1996, due primarily to the 40%
decrease in average outstanding debt to $100.0 million, from $165.5 million,
which was partially offset by a 29% increase in the average interest rate paid
on outstanding debt to 10.5%, from 8.16%. Interest income also decreased 96% to
$0.1 million for the first quarter of 1997, from $2.2 million for the first
quarter of 1996, due primarily to the collection of receivables from affiliates
as part of the acquisition by Mariner Holdings of the stock of the Company. On
a pro forma basis, interest expense would have decreased by $0.8 million from
the historical first quarter 1996 amount, due to
8
<PAGE> 11
replacing average outstanding debt of $165.5 million at 8.16% average interest
with outstanding debt of $100.0 million at 10.50% interest. Interest income
would have decreased by $2.1 million, due to the elimination of interest income
related to intercompany notes receivable that were repaid in connection with
the acquisition.
INCOME (LOSS) BEFORE INCOME TAXES decreased to a loss of $27.6 million for
the first quarter of 1997, from $2.7 million income for the same period in
1996, primarily as a result of the factors described above. On a pro forma
basis, the historical first quarter 1996 income would have been $0.5 million,
after adjustments to interest income and expense and recording additional DD&A
expense.
LIQUIDITY, CAPITAL EXPENDITURES AND CAPITAL RESOURCES
As of March 31, 1997, the Company had cash and cash equivalents of
approximately $8.5 million and working capital of approximately $3.7 million.
During the first quarter of 1997, the Company's primary source of cash was from
operations. The primary use of cash for the same period was for exploration
and production capital expenditures.
The Company had a net cash outflow of $2.3 million for the first quarter of
1997, which was made up primarily of net cash inflow from operations of $7.8
million, offset by capital expenditures of $10.2 million.
Net cash provided by operating activities increased by $2.2 million to $7.8
million in the first quarter of 1997 from the corresponding quarter of 1996,
primarily due to higher natural gas prices and reduced operating and
administrative costs, which was partially offset by lower production volumes.
Cash flows used in investing activities in the first quarter of 1997
increased $4.6 million to $10.2 million due to a $2.5 million increase in
capital expenditures. The first quarter 1996 included a $2.0 million net
collection of a long-term receivable from an affiliate of the Predecessor.
The energy markets have historically been very volatile, and there can be
no assurance that oil and gas prices will not be subject to wide fluctuations
in the future. In an effort to reduce the effects of the volatility of the
price of oil and natural gas on the Company's operations, management has
adopted a policy of hedging oil and natural gas prices from time to time
through the use of commodity futures, options and swap agreements. While the
use of these hedging arrangements limits the downside risk of adverse price
movements, it may also limit future gains from favorable movements.
The following table sets forth the increase (decrease) in the Company's oil
and gas sales as a result of hedging transactions and the effects of hedging
transactions on prices during the periods indicated.
<TABLE>
<CAPTION>
Quarter Ended March 31
--------------------------
1997 1996
--------- -------
<S> <C> <C>
Increase (decrease) in natural gas sales (in thousands)................ $ (2,019) $(2,347)
Increase (decrease) in oil sales (in thousands)........................ ( 614) -
Effect of hedging transactions on average gas sales price
(per Mcf)........................................................ (0.48) (0.46)
Effect of hedging transactions on average oil sales price
(per Bbl)........................................................ (3.74) -
</TABLE>
9
<PAGE> 12
The following table sets forth the Company's open hedging contracts for
natural gas and the weighted average prices hedged under various swap
agreements as of March 31, 1997.
<TABLE>
<CAPTION>
Hedge Quantity Fixed Price
Mmbtu $/Mmbtu
----------------- -----------
<S> <C> <C>
April 1997 . . . . . . . 750,000 $2.61
August 1997 . . . . . . . 1,240,000 2.17
September 1997 . . . . . 1,200,000 2.17
October 1997 . . . . . . 1,240,000 2.17
</TABLE>
On April 23, 1997, Mariner entered into a gas swap for the period of May
through July 1997, as shown in the following table, for 35,500 Mmbtu per day at
a fixed price of $2.175 per Mmbtu for May and $2.205 per Mmbtu for June and
July.
<TABLE>
<CAPTION>
Hedge Quantity Fixed Price
Mmbtu $/Mmbtu
----------------- -----------
<S> <C> <C>
May 1997 . . . . . . . . 1,100,500 $2.13
June 1997 . . . . . . . . 994,000 2.16
July 1997 . . . . . . . . 1,100,500 2.16
</TABLE>
Total capital expenditures were $10.2 million for the 1997 first quarter.
The Company's capital expenditure budget for 1997 is approximately $67 million,
and the Company expects to spend the full budget for its exploration and
development programs during 1997. The Company expects to fund these programs
through cash flow from operations and periodic borrowing under its presently
undrawn revolving credit facility, under which the available borrowing base was
increased from $50 million to $58 million effective April 10, 1997. Actual
levels of capital expenditures may vary significantly due to a variety of
factors, including drilling results, oil and gas prices, industry conditions
including drilling rig availability, future acquisitions and availability of
capital. Though the 1997 capital budget does not include any acquisitions, the
Company expects to selectively pursue acquisition opportunities for proved
reserves where it believes significant operating improvement or exploration
potential exists.
The Company expects to fund its activities for the remainder of 1997
through a combination of cash flow from operations and the use of its revolving
credit facility to borrow funds required from time to time to supplement
internal cash flows. Based upon the Company's current level of operations and
anticipated growth, management of the Company believes that available cash,
together with available borrowings under the revolving credit facility and cash
provided by operating activities, will be adequate to meet the Company's
anticipated future requirements for working capital, capital expenditures and
scheduled payments of principal and interest on its indebtedness. However,
there can be no assurance that such anticipated growth will be realized, that
the Company's business will generate sufficient cash flow from operations or
that future borrowings will be available in an amount sufficient to enable the
Company to service its indebtedness or make necessary capital expenditures. In
addition, depending on the levels of its cash flow and capital expenditures
(the latter of which are, to a large extent, discretionary), the Company may
need to refinance a portion of the principal amount of its senior subordinated
debt at or prior to maturity. However, there can be no assurance that the
Company would be able to obtain financing to complete a refinancing.
10
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed herewith.
27.1 Financial Data Schedule
(b) The Company filed no Current Reports on Form 8-K during the quarter
ended March 31, 1997.
11
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARINER ENERGY, INC.
Date: May 13, 1997
/s/ Frank A. Pici
---------------------------------
Frank A. Pici
Vice President of Finance and
Chief Financial Officer
(Principal Financial Officer and
Officer Duly Authorized to Sign
on Behalf of the Registrant)
12
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 8,470
<SECURITIES> 0
<RECEIVABLES> 9,992
<ALLOWANCES> 0
<INVENTORY> 183
<CURRENT-ASSETS> 18,645
<PP&E> 202,877
<DEPRECIATION> 60,345
<TOTAL-ASSETS> 164,923
<CURRENT-LIABILITIES> 14,927
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 49,421
<TOTAL-LIABILITY-AND-EQUITY> 164,923
<SALES> 13,683
<TOTAL-REVENUES> 13,683
<CGS> 0
<TOTAL-COSTS> 38,222
<OTHER-EXPENSES> 538
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,639
<INCOME-PRETAX> (27,632)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,632)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,632)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
