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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
---------------------------
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended March 31, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _____ to _____
Commission File Number: 000-21843
TITAN EXPLORATION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2671582
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
500 WEST TEXAS, SUITE 500
MIDLAND, TEXAS 79701
(Address of principal executive offices) (Zip Code)
(915) 682-6612
(Registrant's telephone number, including area code)
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 9, 1997, 33,941,513 shares of common stock, par value $.01
per share, of Titan Exploration, Inc. were outstanding.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Forward Looking Information and Risk Factors..................................................... 1
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1997 and December 31, 1996................... 2
Consolidated Statements of Operations for the Three Months Ended
March 31, 1997 and 1996........................................................... 3
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1997 and 1996........................................................... 4
Notes to Consolidated Financial Statements............................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 6
PART II -- OTHER INFORMATION
Item 5. Other Information........................................................................ 9
Item 6. Exhibits and Reports on Form 8-K......................................................... 9
Signatures............................................................................... 10
</TABLE>
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TITAN EXPLORATION, INC.
FORWARD LOOKING INFORMATION AND RISK FACTORS
Titan Exploration, Inc. (the "Company") or its representatives may make
forward looking statements, oral or written, including statements in this
report's Management's Discussion and Analysis of Financial Condition and
Results of Operations, press releases and filings with the Securities and
Exchange Commission, regarding estimated future net revenues from oil and
natural gas reserves and the present value thereof, planned capital
expenditures (including the amount and nature thereof), increases in oil and
gas production, the number of wells the Company anticipates drilling through
1998 and the Company's financial position, business strategy and other plans
and objectives for future operations. Although the Company believes that the
expectations reflected in these forward looking statements are reasonable,
there can be no assurance that the actual results or developments anticipated
by the Company will be realized or, even if substantially realized, that they
will have the expected effects on its business or operations. Among the factors
that could cause actual results to differ materially from the Company's
expectations are general economic conditions, inherent uncertainties in
interpreting engineering data, operating hazards, delays or cancellations of
drilling operations for a variety of reasons, competition, fluctuations in oil
and gas prices, government regulations and other factors set forth in the
Company's Annual Report on Form 10-K. All subsequent oral and written forward
looking statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by these factors. The Company assumes
no obligation to update any of these statements.
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ITEM 1. FINANCIAL STATEMENTS
TITAN EXPLORATION, INC.
Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
ASSETS MARCH 31, DECEMBER 31,
1997 1996
--------- ---------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,194 $ 6,290
Accounts receivable:
Oil and gas 6,764 8,533
Other 1,652 931
Prepaid expenses and other current assets 423 266
--------- ---------
Total current assets 13,033 16,020
--------- ---------
Property, plant and equipment, at cost:
Oil and gas properties, using the successful efforts method of accounting:
Proved properties 202,171 194,699
Unproved properties 8,229 987
Accumulated depletion, depreciation, and amortization (10,184) (5,624)
--------- ---------
200,216 190,062
Other property and equipment, net 400 277
--------- ---------
200,616 190,339
Other assets, net of accumulated amortization of $266 in 1997 and $203 in 1996 757 820
--------- ---------
$ 214,406 $ 207,179
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities:
Trade $ 9,215 $ 7,112
Other 1,152 784
--------- ---------
Total current liabilities 10,367 7,896
--------- ---------
Long-term debt 6,500 6,500
Other liabilities 1,747 1,772
Deferred income tax payable 5,051 3,825
Stockholders' equity:
Preferred Stock, $.01 par value, 10,000 shares authorized; none issued and
outstanding -- --
Common Stock, $.01 par value, 60,000 shares authorized; 33,942 shares issued
and outstanding at March 31, 1997 339 339
Additional paid-in capital 203,426 203,411
Deferred compensation (13,898) (15,161)
Retained earnings (deficit) 874 (1,403)
--------- ---------
Total stockholders' equity 190,741 187,186
--------- ---------
$ 214,406 $ 207,179
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
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TITAN EXPLORATION, INC.
Consolidated Statements of Operations
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1997 1996
---------- --------
(Unaudited)
<S> <C> <C>
Revenues:
Oil and gas sales $ 18,002 $ 3,224
Management fees-affiliate 4 80
Other 30 --
-------- --------
Total revenues 18,036 3,304
Expenses:
Oil and gas production 6,961 1,514
General and administrative 1,083 415
Amortization of stock option awards 1,263 192
Exploration and abandonment 404 14
Depletion, depreciation and amortization 4,639 814
-------- --------
Total expenses 14,350 2,949
-------- --------
Operating income 3,686 355
-------- --------
Other income (expense):
Interest income 59 134
Interest expense (242) (340)
-------- --------
Net income before income taxes 3,503 149
Income tax expense 1,226 --
-------- --------
Net income $ 2,277 $ 149
======== ========
Net income per share $ .06 $ .01
======== ========
Weighted average common shares outstanding 35,538 21,563
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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TITAN EXPLORATION, INC.
Consolidated Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1997 1996
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(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,277 $ 149
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depletion, depreciation and amortization 4,639 814
Amortization of stock option awards 1,263 192
Dry holes and abandonments -- 10
Deferred income taxes 1,226 --
Changes in assets and liabilities:
Accounts receivable 1,048 (343)
Prepaid expenses and other current assets (157) (77)
Accounts payable and accrued liabilities 2,446 (941)
-------- --------
Total adjustments 10,465 (345)
-------- --------
Net cash provided by (used in) operating activities 12,742 (196)
-------- --------
Cash flows from investing activities:
Additions to oil and gas properties (14,713) (2,141)
Other (125) (29)
-------- --------
Net cash used in investing activities (14,838) (2,170)
-------- --------
Net decrease in cash and cash equivalents (2,096) (2,366)
Cash and cash equivalents, beginning of period 6,290 6,213
-------- --------
Cash and cash equivalents, end of period $ 4,194 $ 3,847
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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TITAN EXPLORATION, INC.
Notes to Consolidated Financial Statements
March 31, 1997 and 1996
(Unaudited)
(1) BASIS OF PRESENTATION
In the opinion of management, the unaudited consolidated financial
statements of Titan Exploration, Inc. (the "Company") as of March 31, 1997 and
for the three months ended March 31, 1997 and 1996 include all adjustments and
accruals, consisting only of normal recurring accrual adjustments, which are
necessary for a fair presentation of the results for the interim period. These
interim results are not necessarily indicative of results for a full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in this Form 10-Q pursuant to the
rules and regulations of the Securities and Exchange Commission. These
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Company's 1996 Form 10-K.
The Company's predecessor was classified as a partnership for federal
income tax purposes. Therefore, no income taxes were paid or accrued prior to
its conversion from a limited partnership to a corporation on September 30,
1996.
(2) LONG-TERM DEBT
On October 31, 1996, the Company entered into a credit agreement (the
"Credit Agreement") with Chase Securities, Inc. which established a four year
revolving credit facility, up to the maximum amount of $250 million with an
initial borrowing base of $165 million. All outstanding amounts are due and
payable in full on January 1, 2001. The borrowing base is subject to
redetermination annually by the lenders based on certain proved oil and gas
reserves and other assets of the Company. Proceeds of the credit facility were
utilized to fund the 1996 Acquisition, development of oil and gas reserves and
for general corporate requirements.
(3) SUBSEQUENT EVENT
In May 1997, the Company announced a plan to repurchase up to $25
million of the Company's common stock. The repurchases will be made
periodically, depending on market conditions, and will be funded with cash flow
from operations and, as necessary, borrowings under the Credit Agreement.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Titan is an independent energy company engaged in the exploration,
development and acquisition of oil and gas properties. The Company's strategy
is to grow reserves, production and net income per share through (i) the
acquisition of producing properties that provide development and exploratory
drilling potential, (ii) the exploitation and development of its reserve base,
(iii) the exploration for oil and gas reserves, and (iv) the implementation of
a low operating and overhead structure. The Company has grown rapidly through
the acquisition and exploitation of oil and gas properties, consummating the
acquisition of a concentrated group of Permian Basin producing oil and gas
properties from a large independent company for approximately $40.6 million
(the "1995 Acquisition") and additional Permian Basin producing properties from
a major integrated company for approximately $135.7 million (the "1996
Acquisition").
The Company's growth resulting from acquisitions has impacted its
reported financial results in a number of ways. Acquired properties frequently
may not have received focused attention prior to sale. After acquisition,
certain of these properties require maintenance, workovers, recompletions and
other remedial activity not constituting capital expenditures, which initially
increase lease operating expenses. The Company may dispose of certain of the
properties if it determines they are outside the Company's strategic focus. The
increased production and revenue resulting from the rapid growth of the Company
has required it to recruit and develop operating, accounting and administrative
personnel compatible with its increased size. As a result, the Company
anticipates a corresponding increase in its general and administrative expense.
The Company believes that with its current inventory of drilling locations and
the anticipated additional staff, it will be well positioned to follow a
balanced program of exploration and exploitation activities to complement its
acquisition efforts.
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OPERATING DATA
The following table sets forth the Company's historical operating data
for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1997 1996
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<S> <C> <C>
Production:
Oil (MBbls) 431 131
Gas (MMcf) 4,735 853
Total (MBOE) 1,220 273
Average Sales Prices Per Unit (1):
Oil (per Bbl) $ 21.21 $ 16.67
Gas (per Mcf) 1.87 1.22
BOE 14.76 11.81
Expenses Per BOE (2):
Production costs, including production taxes $ 5.71 $ 5.55
General and administrative .89 1.52
Depletion, depreciation and amortization 3.80 2.98
</TABLE>
(1) Reflects results of hedging activities in 1996.
(2) The 1997 amount includes approximately $1.81 per BOE of production
costs primarily attributable to necessary rework operations on the 1995
Acquisition properties and the 1996 Acquisition properties.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1996
Oil and Gas Revenues. Revenues from oil and gas operations totaled $18.0
million for the three months ended March 31, 1997 compared to $3.2 million for
the three months ended March 31, 1996. The increase is primarily attributable
to the 1996 Acquisition and the increase in the average price received for both
oil and gas. Of total oil and gas revenues for the three months ended March 31,
1997, revenues of $12.9 million are attributable to the properties acquired in
the 1996 Acquisition. The average oil price received increased 27% from $16.67
to $21.21 per Bbl and the average gas price received increased 53% from $1.22
to $1.87 per Mcf for the three months ended March 31, 1996 compared to the
three months ended March 31, 1997. Hedging activities during the three months
ended March 31, 1996 reduced oil revenues approximately $178,000 ($1.35 per
Bbl) and gas revenues approximately $169,000 ($.20 per Mcf). There were no
hedging activities during the three months ended March 31, 1997.
Production Costs. Oil and gas production costs, including production taxes,
were $7.0 million for the three months ended March 31, 1997 compared to $1.5
million for the three months ended March 31, 1996. The increase in production
costs was primarily attributable to production costs associated with the
properties acquired in the 1996 Acquisition which totaled $4.6 million ($5.28
per BOE) for the three months ended March 31, 1997. These costs
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included $1.7 million ($1.95 per BOE) of rework expenses attributable to the
1996 Acquisition. Rework expenses attributable to the 1995 Acquisition
properties were approximately $500,000 ($1.55 per BOE).
Depletion, Depreciation and Amortization Expense. Depletion, depreciation and
amortization expense was $4.6 million for the three months ended March 31, 1997
($3.80 per BOE) compared to $800,000 ($2.98 per BOE) for the three months ended
March 31, 1996. The 28% increase per BOE is due to higher amortization rates on
the properties acquired in the 1996 Acquisition ($4.35 per BOE) compared to the
Company's other properties ($2.43 per BOE).
General and Administrative Expense. General and administrative expense was $1.1
million ($.89 per BOE) for the three months ended March 31, 1997 compared to
$415,000 ($1.52 per BOE) for the three months ended March 31, 1996. The
increase is due to the additional general and administrative expenses which are
necessary to administer the properties acquired in the 1996 Acquisition. The
41% decrease in general and administrative expenses per BOE for 1997 as
compared to 1996 is the result of the Company's efforts to maintain a low
overhead structure relative to its production on a BOE basis.
Interest Expense. Interest expense was $242,000 for the three months ended
March 31, 1997 compared to $340,000 for the three months ended March 31, 1996.
The 29% decrease is primarily due to the proceeds from the initial offering of
common stock being used to repay the indebtedness incurred by the Company to
fund the 1995 Acquisition and 1996 Acquisition.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of capital have been its initial
capitalization, private equity sales, bank financing, cash flow from operations
and the Company's initial public offering. The 1995 Acquisition was funded with
cash from the Company's initial capitalization, additional private equity sales
and bank financing. The 1996 Acquisition was principally funded with bank
financing, which was repaid with the proceeds from the Company's initial public
offering.
The Company requires capital primarily for the exploration, development
and acquisition of oil and gas properties, the repayment of indebtedness and
general working capital needs.
Capital Expenditures. The Company's capital expenditure budget for 1997 is
approximately $52 million which includes approximately $27.4 million for the
drilling and recompletion of approximately 26 oil and gas wells and 45 workover
projects on its proved properties. The remaining amounts represent expenditures
for geological and geophysical costs, drilling costs and lease acquisition
costs on the Company's unproved properties.
Cash expenditures for additions to oil and gas properties were $14.7
million for the three months ended March 31, 1997. This includes $7.4 million
for the acquisition of properties and $7.3 million for development and
exploratory drilling.
Capital Resources. The Company's primary capital resources are net cash
provided by operating activities and borrowing under the Credit Agreement.
Net Cash Provided by Operating Activities. Net cash provided by operating
activities, before changes in operating assets and liabilities, was $9.4
million for the three months ended March 31, 1997 compared to $1.2 million for
the three months ended March 31, 1996. The increase was primarily attributable
to the cash flow generated by the 1996 Acquisition and the increase in oil and
gas prices realized during the first quarter of 1997.
Credit Agreement. The Credit Agreement establishes a four year revolving credit
facility, up to the maximum amount of $250 million, subject to a borrowing base
to be determined annually by the lenders based on certain proved oil and gas
reserves and other assets of the Company. Initially, the borrowing base is
established at $165 million. To the extent that the borrowing base is less than
the aggregate principal amount of all outstanding loans and letters of credit
under the Credit Agreement, such deficiency must be cured by the Company
ratably within 180
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days, by either prepaying a portion of the outstanding amounts under the Credit
Agreement or pledging additional collateral to the lenders. A portion of the
credit facility is available for the issuance of up to $15.0 million of letters
of credit, of which $300,000 was outstanding at March 31, 1997. The Company
borrowed $154.5 million of the $165 million available under the Credit
Agreement at the closing of the 1996 Acquisition. The Company used the net
proceeds from its initial public offering to repay indebtedness under the
Credit Agreement and $6.5 million remained outstanding at March 31, 1997.
All outstanding amounts under the Credit Agreement are due and payable
in full on January 1, 2001.
At the Company's option, borrowings under the Credit Agreement bear
interest at either the "Base Rate" (i.e., the higher of the applicable prime
commercial lending rate, or the federal funds rate plus .5% per annum) or the
Eurodollar rate, plus 1% to 1.50% per annum, depending on the level of the
Company's aggregate outstanding borrowings. In addition, the Company is
committed to pay quarterly in arrears a fee of .30% to .375% of the unused
borrowing base.
The Credit Agreement contains certain covenants and restrictions that
are customary in the oil and gas industry. In addition, the line of credit is
secured by substantially all of the Company's oil and gas properties.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
In May 1997, the Company announced a plan to repurchase up to $25
million of the Company's common stock. The repurchases will be made
periodically, depending on market conditions, and will be funded with cash flow
from operations and, as necessary, borrowings under the Credit Agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports Submitted on Form 8-K:
None.
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SIGNATURE
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.
TITAN EXPLORATION, INC.
By:/s/ JACK HIGHTOWER
-------------------------------------
Jack Hightower
President and Chief Executive Officer
By:/s/ WILLIAM K. WHITE
-------------------------------------
William K. White
Vice President and Chief Financial
Officer
Date: May 13, 1997
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EXHIBIT INDEX
<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> 4,194
<SECURITIES> 0
<RECEIVABLES> 8,416
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,033
<PP&E> 210,800
<DEPRECIATION> 10,184
<TOTAL-ASSETS> 214,406
<CURRENT-LIABILITIES> 10,367
<BONDS> 0
0
0
<COMMON> 339
<OTHER-SE> 190,402
<TOTAL-LIABILITY-AND-EQUITY> 214,406
<SALES> 18,036
<TOTAL-REVENUES> 18,036
<CGS> 0
<TOTAL-COSTS> 14,350
<OTHER-EXPENSES> (59)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 242
<INCOME-PRETAX> 3,503
<INCOME-TAX> 1,226
<INCOME-CONTINUING> 2,277
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,277
<EPS-PRIMARY> .06
<EPS-DILUTED> 0
</TABLE>
