<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 001-14575
---------
PRIZE ENERGY CORP.
(Exact name of registrant as specified in charter)
Delaware 75-2766114
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3500 William D. Tate, Suite 200 Grapevine, TX 76051
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(817) 424-0400
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 14, 2000
---------------------------- --------------------------------
Common Stock, $.01 Par Value 13,189,029
<PAGE> 2
PRIZE ENERGY CORP.
Index to Form 10-Q Quarterly Report
to the Securities and Exchange Commission
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
Item 1. Consolidated Financial Statements ........................................... 3
Consolidated Balance Sheets at September 30, 2000 (Unaudited)
and December 31, 1999 ............................................................. 4
Consolidated Statements of Operations (Unaudited),
For the Three and Nine Months Ended September 30, 2000 and 1999 ................... 5
Consolidated Statements of Stockholders' Equity, For the Periods
Ended September 30, 2000 (Unaudited) and December 31, 1999 ........................ 6
Consolidated Statements of Cash Flows (Unaudited), For
the Three and Nine Months Ended September 30, 2000 and 1999 ....................... 7
Notes to Consolidated Financial Statements ........................................ 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ..................................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk .................. 19
Part II. Other Information ............................................................. 20
</TABLE>
DEFINITIONS
As used in this document:
"Mcf" means thousand cubic feet
"MMcf" means million cubic feet
"Bcf" means billion cubic feet
"Bbl" means barrel
"MBbls" means thousand barrels
"MMBbls" means million barrels
"Boe" means equivalent barrels of oil
"Mboe" means thousand equivalent barrels of oil
"MMboe" means million equivalent barrels of oil
"Oil" includes crude oil and condensate
"NGLs" means natural gas liquids
2
<PAGE> 3
PRIZE ENERGY CORP.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements September 30, 2000 and 1999
3
<PAGE> 4
PRIZE ENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND SHARES)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,155 $ 3,353
Accounts receivable - Oil & Gas 29,390 18,487
Accounts receivable - Trade 4,248 2,173
Margin account deposits 5,800 --
Deferred tax asset 3,218 --
Prepaid income tax 5,531 --
Other 2,145 633
--------- ---------
Total current assets 52,487 24,646
Properties and equipment at cost:
Oil and gas properties 359,959 219,227
Other 2,322 985
--------- ---------
362,281 220,212
Less accumulated depreciation and depletion (27,539) (8,714)
--------- ---------
Total properties and equipment at cost, net 334,742 211,498
Other assets, net 2,611 2,466
--------- ---------
TOTAL ASSETS $ 389,840 $ 238,610
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,603 $ 10,799
Accrued federal and state income taxes 242 4,898
Accrued production taxes 5,730 1,832
Accrued interest 2,594 2,203
Accrued hedge liability 2,950 --
Accrued operating expenses 2,351 1,290
Other accrued liabilities 3,335 1,978
--------- ---------
Total current liabilities 30,805 23,000
Long-term debt 211,419 127,000
Deferred income taxes 29,747 158
Stockholders' equity:
Convertible voting preferred stock:
authorized shares - 10,000,000 and 16,651,870;
issued and outstanding - 0 and 3,958,879 -- 30,907
Common stock, $.01 par value:
authorized shares - 50,000,000 and 33,303,740;
issued and outstanding - 14,614,587 and 8,291,301 146 83
Paid-in capital 105,838 49,260
Retained earnings 29,900 8,202
Treasury stock - 1,313,582 shares (18,015) --
--------- ---------
Total stockholders' equity 117,869 88,452
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 389,840 $ 238,610
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS AND SHARES)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- ------------------------------
2000 1999 2000 1999
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
OIL AND GAS SALES $ 40,962 $ 22,693 $ 107,280 $ 22,693
COSTS AND EXPENSES
Lease operations 7,836 3,741 23,340 3,741
Production taxes 4,412 2,277 11,064 2,277
Depletion, depreciation, and amortization 6,565 4,647 18,825 4,647
General and administrative 2,610 705 6,578 722
------------ ------------ ------------ ------------
Total costs and expenses 21,423 11,370 59,807 11,387
------------ ------------ ------------ ------------
OPERATING INCOME 19,539 11,323 47,473 11,306
OTHER:
Interest expense 4,846 3,203 12,806 3,101
Other income (250) (116) (501) (204)
------------ ------------ ------------ ------------
Total other expenses 4,596 3,087 12,305 2,897
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 14,943 8,236 35,168 8,409
PROVISION FOR INCOME TAXES (5,529) (2,681) (13,012) (2,745)
------------ ------------ ------------ ------------
NET INCOME 9,414 5,555 22,156 5,664
PREFERRED DIVIDEND -- (450) (459) (450)
------------ ------------ ------------ ------------
INCOME AVAILABLE TO
COMMON STOCKHOLDERS $ 9,414 $ 5,105 $ 21,697 $ 5,214
============ ============ ============ ============
NET INCOME PER COMMON SHARE:
Basic $ 0.71 $ .62 $ 1.80 $ .83
Diluted $ 0.66 $ .46 $ 1.56 $ .74
WEIGHTED-AVERAGE
COMMON SHARES OUTSTANDING:
Basic 13,314,060 8,291,301 12,074,592 6,296,140
Diluted 14,199,704 12,134,678 14,236,086 7,681,542
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARES)
<TABLE>
<CAPTION>
Convertible Voting
Preferred Stock Common Stock Note Additional
------------------------ ---------------------- Receivable Paid-in Retained
Shares Amount Shares Amount Officer Capital Earnings
---------- ---------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of common stock $ -- 8,291,301 $ 83 $ (250) $ 49,260 $ --
Issuance of preferred stock 3,843,252 30,000 -- -- -- -- --
Preferred dividends 115,627 907 -- -- -- -- (907)
Repayment of note receivable -- -- -- -- 250 -- --
Net income -- -- -- -- -- -- 9,109
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance as of December 31, 1999 3,958,879 $ 30,907 8,291,301 $ 83 $ -- $ 49,260 $ 8,202
(UNAUDITED)
Issuance of stock in acquisition -- -- 2,339,089 23 -- 25,177 --
Preferred stock dividend 25,318 198 -- -- -- -- (458)
Conversion of preferred shares (3,984,197) (31,105) 3,984,197 40 -- 31,065 --
Purchase of treasury shares -- -- -- -- -- -- --
Warrant Exercises -- -- -- -- -- 330 --
Option Exercises -- -- -- -- -- 6 --
Net income -- -- -- -- -- -- 22,156
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance as of September 30, 2000 -- $ -- 14,614,587 $ 146 $ -- $ 105,838 $ 29,900
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Treasury Stock
------------------------
Shares Amount Total
---------- ---------- ----------
<S> <C> <C> <C>
Issuance of common stock -- $ -- $ 49,093
Issuance of preferred stock -- -- 30,000
Preferred dividends -- -- --
Repayment of note receivable -- -- 250
Net income -- -- 9,109
---------- ---------- ----------
Balance as of December 31, 1999 -- $ -- $ 88,452
(UNAUDITED)
Issuance of stock in acquisition (900) (22) 25,178
Preferred stock dividend -- -- (260)
Conversion of preferred shares -- -- --
Purchase of treasury shares (1,363,582) (18,689) (18,689)
Warrant Exercises 45,000 615 945
Option Exercises 5,900 81 87
Net income -- -- 22,156
---------- ---------- ----------
Balance as of September 30, 2000 (1,313,582) (18,015) 117,869
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE> 7
PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30,
------------------------ ----------------------
2000 1999 2000 1999
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $ 9,414 $ 5,555 $ 22,156 $ 5,664
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 6,565 4,647 18,825 4,647
Amortization of loan origination fees 110 87 323 87
Undistributed earnings of equity investee -- -- -- (88)
Deferred income tax 9,444 -- 9,444 --
--------- --------- --------- ---------
25,533 10,289 50,748 10,310
Changes in operating assets and liabilities:
Accounts receivable 633 (21,186) (8,064) (21,186)
Other current assets (12,381) 1,231 (15,816) (648)
Accounts payable and accrued liabilities (9,383) 18,771 (4,312) 21,204
--------- --------- --------- ---------
CASH PROVIDED BY OPERATING ACTIVITIES 4,402 9,105 22,556 9,680
INVESTING ACTIVITIES
Additions to oil and gas properties (12,519) (608) (33,207) (211,258)
Additions to other properties and equipment (346) (2,535) (1,338) (2,535)
Proceeds from sale of mineral interest -- 32,000 -- 32,000
--------- --------- --------- ---------
CASH PROVIDED (USED) BY INVESTING ACTIVITIES (12,865) 28,857 (34,545) (181,793)
FINANCING ACTIVITIES
Proceeds from issuance of common stock 991 -- 991 45,464
Purchase of treasury stock (260) -- (18,689) --
Repayment of notes receivable from shareholder -- 100 -- 100
Borrowings under credit facilities -- 3,500 28,750 171,000
Repayment of credit facilities -- (32,284) -- (32,284)
Loan origination fees -- (769) -- (2,434)
Payment of preferred dividend -- -- (261) --
--------- --------- --------- ---------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES
731 (29,453) 10,791 181,846
Increase (Decrease) in Cash and Cash Equivalents (7,732) 8,509 (1,198) 9,733
Cash and Cash Equivalents, Beginning of Period 9,887 1,224 3,353 --
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,155 $ 9,733 $ 2,155 $ 9,733
========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 11,108 $ -- $ 16,915 $ --
Cash paid during the period for interest $ 3,959 $ -- $ 11,151 $ --
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Dividend in kind $ -- $ 450 $ 198 $ 450
(See footnote 2 for information on Vista
purchase)
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
7
<PAGE> 8
PRIZE ENERGY CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements and notes of Prize Energy
Corp. ("Prize" or, the "Company") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. The accompanying
consolidated financial statements and notes should be read in conjunction with
the consolidated financial statements and notes included in Prize's 1999 annual
report on Form 10-K.
In the opinion of Prize's management, all adjustments (all of which are normal
and recurring) have been made which are necessary to fairly state the
consolidated financial position of Prize and its subsidiaries as of September
30, 2000, and the results of their operations and their cash flows for the three
month and nine month periods ended September 30, 2000 and 1999.
BUSINESS AND ORGANIZATION
Prize was formed on January 15, 1999 (inception) and is a Delaware corporation
engaged in the acquisition, development and production of proved oil and gas
properties. The Company's corporate headquarters is located in Grapevine, Texas
with oil and gas producing properties primarily located in Texas, Oklahoma,
Louisiana and New Mexico.
The Company was initially formed through the contribution of cash and a minority
investment in a limited liability company for the purpose of acquiring oil and
gas properties. Pursuant to the terms of a Purchase and Sale Agreement dated May
16, 1999, on June 29, 1999 the Company completed the acquisition of interests in
certain oil and gas producing properties, primarily located in Texas, Oklahoma,
Louisiana and New Mexico from affiliates of Pioneer Natural Resources USA, Inc.
("Pioneer") for a total purchase price of $242 million, including transaction
costs, paid in cash and 6% convertible voting preferred stock. Prior to June 29,
1999, the Company had no significant oil and gas operations.
Subsequent to the purchase from Pioneer and effective July 1, 1999, Prize sold a
group of mineral interests for $32 million, which were acquired with the oil and
gas properties purchased from Pioneer. The properties were located outside
Prize's principal operating areas of Texas, Oklahoma, Louisiana and New Mexico.
Accordingly, the properties were assigned a value of $32 million when purchased,
and no gain or loss was recognized on disposal.
At inception, certain stockholders contributed a minority investment in a
limited liability company, Sunterra Petroleum LLC ("Sunterra"). Subsequently,
the Company purchased the remaining interest in Sunterra in exchange for
$750,000 cash, a gas plant and the assumption of Sunterra's debt. The total
consideration paid for Sunterra during the year was $6,378,826, plus the assumed
debt of $1,607,791.
8
<PAGE> 9
INCOME TAXES
Deferred income taxes are provided on transactions which are recognized in
different periods for financial and tax reporting purposes. Such temporary
differences arise primarily from the deduction of certain oil and gas
exploration and development costs which are capitalized for financial reporting
purposes and differences in the methods of depreciation. The Company follows the
provisions of Statement of Financial Accounting Standards No. 109 when
calculating the deferred income tax provision for financial purposes.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," (SFAS 133) which, as amended, is required to be adopted
in years beginning after June 15, 2000. The Company will implement SFAS 133
beginning on January 1, 2001. The Statement will require the Company to
recognize all derivatives on the balance sheet at fair value. The Company has
not yet determined what the effect of adopting SFAS 133 will be; however, based
on the current fair value of the company's oil & gas hedges, SFAS 133 will
decrease shareholders' equity absent a significant change in oil & gas prices.
(See Item 3. Quantitative and qualitative disclosures about market risk.)
2. VISTA ACQUISITION
On February 8, 2000, the Company merged with Vista Energy Resources, Inc.
("Vista"), an independent oil and gas development and production company. Though
the Company's stockholders exchanged their shares for new shares of Vista, the
stockholders of the Company acquired an 84% controlling interest in the merged
company, and the Company is treated as having acquired Vista. The transaction
was accounted for as a purchase of Vista by the Company in accordance with the
provisions of APB 16. The merged Company's stock is listed on the American Stock
Exchange under the ticker symbol "PRZ".
Under the terms of the merger, Prize stockholders effectively exchanged 16% of
their interest in Prize for an 84% interest in Vista. Prior to the merger, Prize
was a private company with no readily determinable market value. Thus, in order
to determine the purchase price paid by Prize, Prize management estimated the
fair value of the 16% interest of Prize exchanged for the 84% interest in Vista
based on the estimated fair value of Prize's oil and gas assets, its debt and
other assets and liabilities as of the purchase agreement date. The preliminary
purchase price was $87.4 million, including liabilities assumed of $62.2
million. The preliminary purchase price was assigned to the assets of Vista
based on their fair value, resulting in current and other assets of $5.0
million, oil and gas properties of $112.2 million, current liabilities of $13.5
million, debt of $53.7 million, and deferred taxes of $24.8 million.
Additionally, $1.3 million of accrued interest and bank fees were rolled into
the debt principal.
9
<PAGE> 10
Purchase price adjustments include the recognition of severance for the
executive officers of Vista, derecognition of Vista's deferred financing costs,
the accrual of Vista's hedge position at its fair value and adjustments to the
basis of oil and gas properties as well as the related deferred taxes as a
result of the merger. The increase to deferred taxes was principally due to the
increase in the carrying value of Vista's oil and gas properties as a result of
the purchase compared to the tax basis which is not increased as a result of the
purchase. There are no identifiable intangible assets related to the purchase.
Accordingly, all of the preliminary purchase price has been allocated to the
tangible assets and liabilities. In the third quarter of 2000, the purchase
price allocation was revised to include a deferred tax asset of $4.7 million for
net operating loss carryforwards assumed in the Vista merger. The offset was to
reduce oil and gas properties by the same amount. As of September 30, 2000, $1.5
million of the net operating loss was utilized.
3. CREDIT FACILITIES
On February 8, 2000, in connection with the merger with Vista, the Company
amended its Senior Facility to provide for total borrowings of up to $400
million. The amended Senior Facility is due June 29, 2009. The revised Senior
Facility provides for letters of credit in addition to a revolving credit
facility. In October 2000, the Company amended the Senior Facility to provide
for an increase in the limits for letters of credit to an aggregate of $15
million with an additional supplemental letter of credit (as defined by the
credit agreement) of $15 million. At September 30, 2000, $2.5 million was
outstanding under the letter of credit provisions of the facility. The revolver
converts to a term loan on June 29, 2002, with quarterly principal payments
after that date through June 29, 2009. Interest is due quarterly at either the
bank's prime rate or eurodollar rate plus a margin as defined in the agreement.
The Company assumed $54 million of debt when it purchased Vista. At September
30, 2000, $211.4 million was outstanding. As of October 1, 2000, the Company's
borrowing base was raised from $250 million to $325 million. The bank credit
facility has various restrictions including a limit on incurred debt and asset
dispositions. The Company is required to maintain certain financial and
non-financial covenants including minimum current and interest coverage ratios.
Borrowings under the credit facility are secured by substantially all of the
Company's assets.
4. STOCKHOLDERS' EQUITY
On March 28, 2000, Prize entered into an agreement with Pioneer to acquire
1,346,482 shares of Prize common stock for approximately $18.4 million. Prior to
the acquisition, Pioneer agreed to convert all convertible preferred stock to
common stock, resign the two board seats held by Pioneer, and cancel the
exploration and participation agreement associated with the convertible
preferred stock. The transaction was effective March 31, 2000 and was funded
through the Company's Senior Credit Facility.
10
<PAGE> 11
5. EARNINGS PER SHARE
The following tables provide reconciliations between basic and diluted earnings
per common share for the three months and nine months ended September 30, 2000.
Three Months Ended September 30, 2000 (in thousands, except shares and per share
amounts):
<TABLE>
<CAPTION>
WEIGHTED PER SHARE
INCOME AVERAGE SHARES AMOUNT
---------- -------------- ---------
<S> <C> <C> <C>
Basic earnings per share
Income available to common stockholders ... $ 9,414 13,314,060 $0.71
Effect of Dilutive Securities:
Employee Stock Options ..................... -- 884,106
Warrants ................................... -- 1,538
---------- ----------
Diluted earnings per share ................. $ 9,414 14,199,704 0.66
========== ==========
</TABLE>
Nine Months Ended September 30, 2000 (in thousands, except shares and per share
amounts):
<TABLE>
<CAPTION>
WEIGHTED PER SHARE
INCOME AVERAGE SHARES AMOUNT
---------- -------------- ---------
<S> <C> <C> <C>
Basic earnings per share
Income available to common stockholders ... 21,697 12,074,592 1.80
Effect of Dilutive Securities:
Employee Stock Options ..................... -- 837,949
Warrants ................................... -- 326
Convertible preferred shares ............... 459 1,323,219
---------- ----------
Diluted earnings per share ................. $ 22,156 14,236,086 1.56
========== ==========
</TABLE>
Warrants to purchase 1,687,296 and 1,500,734 shares of common stock have been
excluded from the earnings per share calculation as antidilutive for the three
and nine months ended September 30, respectively.
11
<PAGE> 12
6. PRO FORMA INFORMATION
The following condensed pro forma financial information reflects the pro forma
statement of operations assuming that the Pioneer purchase, the Vista merger,
the Minerals sale and the Sunterra purchase all occurred on January 1, 1999. The
Company emphasizes that this information is not necessarily indicative of future
performance.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
(unaudited)
-----------------------
(in thousands except for per share data) 2000 1999
---------- ----------
<S> <C> <C>
Oil and gas sales $ 108,921 $ 70,075
Production expenses (35,337) (22,115)
Depletion, depreciation and amortization (19,461) (19,108)
General and administrative (6,874) (5,453)
Interest expense, net (13,166) (11,125)
Other income 511 314
---------- ----------
Income before income taxes 34,594 12,588
Provision for income taxes (12,789) (4,654)
---------- ----------
Net Income 21,805 7,934
Preferred dividend (459) (1,370)
---------- ----------
Income available to common stockholders $ 21,346 $ 6,564
========== ==========
Earnings per share:
Basic $ 1.70 $ .62
Diluted $ 1.47 $ .54
</TABLE>
7. SUBSEQUENT EVENT
In October 2000, Prize initiated a stock repurchase program for the purchase on
the open market of up to $15 million of common stock. As of October 31, 2000,
Prize has repurchased 109,400 shares at prices ranging from $17.04 to $19.00 for
a total of $2 million.
On October 17, 2000, Prize announced that James R. Latimer III was elected as a
Director of the Company. Over the past eight years, Mr. Latimer had been the
Chairman and CEO of a privately held exploration and production company based in
Dallas.
12
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion addresses material changes in results of operations for
the three and nine months ended September 30, 2000 compared to the same periods
in 1999 and in financial condition since December 31, 1999. It is presumed that
readers have read or have access to Prize's 1999 annual report on Form 10-K.
OVERVIEW
On February 8, 2000, Prize completed the reverse merger with Vista. Vista's
properties are primarily located in the Company's core operating area of the
Permian Basin of West Texas. The combination of Vista with Prize expanded
Prize's reserves approximately 20 MMboe, or 27%, and added to the Company's
exploitation inventory. The Vista transaction is accounted for under the
"purchase" method of accounting. The transaction was structured such that Prize
is the acquirer of Vista. Accordingly, Prize's financial statements for the
three and nine months ended September 30, 2000 exclude the oil and gas
operations of Vista prior to February 8, 2000.
On March 28, 2000, Prize entered into an agreement with Pioneer Natural
Resources to acquire 1,346,482 shares of Prize common stock for approximately
$18.4 million. Prior to the acquisition, Pioneer agreed to convert all
convertible preferred stock to common stock, resign the two board seats held by
Pioneer, and cancel the exploration and participation agreement associated with
the convertible preferred stock. The transaction was effective March 31, 2000
and was funded through the Company's Senior Credit Facility.
Pursuant to a registration rights agreement with certain principal stockholders,
Prize completed an offering by such stockholders of 3,000,000 shares of common
stock on September 26, 2000. As such, Prize did not receive any of the proceeds
from the sale of such shares by the selling stockholders and incurred $189,000
of offering costs. As a result of the offering, the freely tradeable shares of
Prize increased to approximately 34 percent of the common shares outstanding.
In October 2000, Prize initiated a stock repurchase program for the purchase on
the open market of up to $15 million of common stock. Management believes that
given the current oil and gas price environment, the purchase of the Company's
common stock at these stock price levels represents an attractive investment and
excellent opportunity to enhance the value of the Company relative to the per
share oil and gas reserve value.
For the quarter ended September 30, 2000, net income was $9.4 million or $.71
(basic) per common share. This compares to third quarter of 1999 net income
available to common stockholders of $5.1 million or $.62 (basic) per common
share. For the nine months ended September 30, 2000, net income available to
common stockholders was $21.7 million or $1.80 (basic) per common share. This
compares to the nine months ended September 30, 1999 net income available to
common stockholders of $5.2 million or $.83 (basic) per common share. The
substantial increase in the 2000 net income is directly attributable to
heightened levels of development activities, increases in oil and gas prices and
the acquisition of producing oil and gas properties from Pioneer Natural
Resources (effective July 1, 1999) and the Vista acquisition (effective February
8, 2000).
13
<PAGE> 14
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30,
2000
REVENUES AND DIRECT OPERATING EXPENSES
As a result of Prize's limited operating history and rapid growth associated
with the Pioneer and Vista acquisitions, the consolidated financial statements
of Prize, which began operations on January 15, 1999, are not readily comparable
to the prior year and are not indicative of future results. Prior to June 30,
1999, Prize had no oil and gas operations. Consequently, Prize has based its
discussion of revenues and direct operating expenses upon the actual revenues
and direct operating expenses for the three and nine months ended September 30,
2000 compared to the pro forma revenues and direct operating expenses for the
three and nine months ended September 30, 1999 which assume that the Pioneer
purchase, the Vista merger, the minerals sale and the Sunterra acquisition
occurred on January 1, 1999.
The following two tables reconcile the statement of operations and production
for the nine months ended September 30, 2000 and 1999 to the pro forma financial
information provided in Note 6 of the Notes to Unaudited Consolidated Financial
Statements. The adjustments represent January activity from the Vista
acquisition which is not included in the discussion of operating activities
below.
<TABLE>
<CAPTION>
2000
--------------------------------------------------
NINE MONTHS PRO FORMA
ENDED VISTA
SEPTEMBER 30 JANUARY PRO FORMA
------------ ------------ ------------
(unaudited, in thousands)
-------------------------
<S> <C> <C> <C>
Oil/liquids sales $ 58,555 $ 1,242 $ 59,797
Gas sales 48,725 399 49,124
------------ ------------ ------------
Total oil and gas sales 107,280 1,641 108,921
Production expenses (34,404) (933) (35,337)
Depletion, depreciation and amortization (18,825) (636) (19,461)
General and administrative (6,578) (296) (6,874)
Interest expense, net (12,806) (360) (13,166)
Other income 501 10 511
------------ ------------ ------------
Income before income taxes 35,168 (574) 34,594
Provision for income taxes (13,012) 223 (12,789)
------------ ------------ ------------
Net Income 22,156 (351) 21,805
Preferred dividend (459) -- (459)
------------ ------------ ------------
Income available to common stockholders $ 21,697 $ (351) $ 21,346
============ ============ ============
PRODUCTION
Oil/liquids (MBbls) 2,657 76 2,733
Gas (MMcf) 17,605 224 17,829
------------ ------------ ------------
Total (Mboe) 5,591 113 5,704
============ ============ ============
</TABLE>
14
<PAGE> 15
<TABLE>
<CAPTION>
1999
------------------------------------------------
PRO FORMA
NINE MONTHS PRO FORMA
ENDED VISTA
SEPTEMBER 30* JANUARY PRO FORMA
-------------- -------------- --------------
(unaudited, in thousands)
-------------------------
<S> <C> <C> <C>
Oil/liquids sales $ 33,954 $ 818 $ 34,772
Gas sales 34,878 425 35,303
-------------- -------------- --------------
Total oil and gas sales 68,832 1,243 70,075
Production expenses (21,711) (404) (22,115)
Depletion, depreciation and amortization (18,478) (630) (19,108)
General and administrative (5,325) (128) (5,453)
Interest expense, net (10,802) (323) (11,125)
Other income 307 7 314
-------------- -------------- --------------
Income before income taxes 12,823 (235) 12,588
Provision for income taxes (4,741) 87 (4,654)
-------------- -------------- --------------
Net Income 8,082 (148) 7,934
Preferred dividend (1,370) -- (1,370)
-------------- -------------- --------------
Income available to common stockholders $ 6,712 $ (148) $ 6,564
============== ============== ==============
PRODUCTION
Oil/liquids (MBbls) 2,471 74 2,545
Gas (MMcf) 17,793 230 18,023
-------------- -------------- --------------
Total (Mboe) 5,437 112 5,549
============== ============== ==============
</TABLE>
* does not include Pro Forma Vista January, 1999
Changes in oil/liquids and gas production, average realized prices including the
effects of hedging, and revenues for the three and nine months ended September
30, 2000 and 1999, are shown in the table below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
PRO 2000 PRO 2000
FORMA VS. FORMA VS.
2000 1999 1999 2000 1999 1999
--------- -------- ----------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
PRODUCTION
Oil/liquids (MBbls) 935 847 10% 2,657 2,471 8%
Gas (MMcf) 6,130 5,963 3% 17,605 17,793 (1%)
Total (Mboe) 1,957 1,841 6% 5,591 5,437 3%
AVERAGE REALIZED PRICES
Oil/liquids (per Bbl) $ 24.17 $ 15.70 54% $ 22.04 $ 13.74 60%
Gas (per Mcf) $ 2.99 $ 2.31 29% $ 2.77 $ 1.96 41%
Per Boe $ 20.93 $ 14.70 42% $ 19.19 $ 12.66 52%
TOTAL REVENUES (000'S)
Oil/liquids $ 22,603 $ 13,300 70% $ 58,555 $ 33,954 72%
Gas 18,359 13,765 33% 48,725 34,878 40%
-------- -------- -------- --------
Total $ 40,962 $ 27,065 51% $107,280 $ 68,832 56%
======== ======== ======== ========
</TABLE>
15
<PAGE> 16
OIL/LIQUIDS REVENUES FOR 2000 COMPARED TO 1999. Oil/liquids revenues increased
$9.3 million or 70% in the third quarter of 2000 compared to the same period in
1999. Production gains of 88,000 barrels, or 10%, added $2.1 million of
oil/liquids revenues in the 2000 period. In addition to the production
increases, Oil/liquids revenues increased $7.2 million as a result of the $8.47
per barrel, or 54%, price increase realized in the third quarter of 2000
compared to the same period in 1999.
Oil/liquids revenues increased $24.6 million or 72% in the first nine months of
2000 compared to the same period in 1999. Production gains of 186,000 barrels,
or 8%, added $4.1 million of Oil/liquids revenues in the 2000 period. In
addition to the production increases, Oil/liquids revenues increased $20.5
million as a result of the $8.30 per barrel, or 68%, price increase realized in
the year-to-date period of 2000.
GAS REVENUES FOR 2000 COMPARED TO 1999. Gas revenues increased $4.6 million or
33% in the third quarter of 2000 compared to the same period in 1999. Production
gains of 167 MMcf of gas, or 3%, added $.5 million of gas revenues in the 2000
period. In addition to the production increases, gas revenues increased $4.1
million as a result of the gas price realized increasing $0.68 per Mcf, or 29%,
in the third quarter of 2000 compared to the same period in 1999.
Gas revenues increased $13.8 million or 40% in the first nine months of 2000
compared to the same period in 1999. Production declined slightly by 188 MMcf of
gas, or 1%, reducing revenues by $.6 million in the 2000 period. Gas revenues
increased $14.4 million as a result of the $0.81 per Mcf, or 41%, price increase
realized in the year-to-date period of 2000.
PRODUCTION AND OPERATING EXPENSE. Listed below are the changes in production and
operating expenses for the three and nine months ended September 30, 2000:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
PRO 2000 PRO 2000
FORMA VS. FORMA VS.
2000 1999 1999 2000 1999 1999
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PRODUCTION AND OPERATING
EXPENSES (000'S)
Recurring Operations and
Maintenance Expense $ 6,047 $ 5,508 10% $ 17,413 $ 14,860 17%
Well Workover Expense 1,789 44 3966% 5,927 994 496%
Production Taxes 4,412 2,277 94% 11,064 5,857 87%
-------- -------- -------- --------
Total $ 12,248 $ 7,829 56% $ 34,404 $ 21,711 58%
======== ======== ======== ========
PER BOE PRODUCED
Recurring Operations and
Maintenance Expense $ 3.09 $ 2.99 3% $ 3.11 $ 2.73 14%
Well Workover Expense $ .91 $ .02 445% $ 1.06 $ .18 489%
Production Taxes $ 2.25 $ 1.24 81% $ 1.98 $ 1.08 83%
</TABLE>
16
<PAGE> 17
Recurring operations and maintenance expenses increased $539 thousand or 10%, in
the third quarter of 2000 and $2.6 million or 17% in the nine months ended
September 30, 2000. Well workover expense increased $1.7 million in the third
quarter of 2000 and $4.9 million in the nine months ended September 30, 2000.
The significant increases in recurring operations and maintenance expense and
well workover expense are substantially due to the lack of focused attention of
the prior operators.
Production taxes increased $2.1 million, or 94%, and $5.2 million, or 89%, in
the three and nine months ended September 30, 2000. This increase was caused by
the significant increases in oil and gas prices occurring over the past twelve
months.
DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES (DD&A). DD&A expense in the
quarter ended September 30, 2000 was $6.6 million. On a Boe basis, the average
DD&A rate was $3.35, or slightly lower than the pro forma rate of $3.44 in 1999.
DD&A expense in the nine months ended September 30, 2000 was $18.8 million or
$3.37 per Boe, as compared to $3.40 per Boe for the prior year on a pro forma
basis.
GENERAL AND ADMINISTRATIVE EXPENSES (G&A). G&A expense in the quarter ended
September 30, 2000 was $2.6 million. On a Boe basis, the G&A rate was $1.33,
$.66 higher than the pro forma rate of $.67 in 1999. G&A expense during the nine
months ended September 30, 2000 was $6.6 million, or $1.18 per Boe produced, as
compared to the pro forma rate of $.98 in 1999. The increase in the 2000 periods
resulted from Prize's increase in staffing, related benefit costs and offering
costs related to the September 26, 2000 offering.
INTEREST EXPENSE. Interest expense for the three and nine months ended September
30, 2000 was $4.8 million and $12.8 million, respectively. The average rate on
the debt outstanding was 8.47% and 8.21% for the three and nine months ended
September 30, 2000 compared to the pro forma rate of 8.27% in 1999.
INCOME TAXES. Income tax expense is based upon the estimated effective income
tax rate that is expected for the entire fiscal year. The estimated effective
tax rate for 2000 is 37%.
CAPITAL EXPENDITURES, CAPITAL RESOURCES, AND LIQUIDITY
The following discussion of capital expenditures, capital resources and
liquidity should be read in conjunction with the consolidated statements of cash
flows included in Part 1, Item 1 elsewhere herein.
CAPITAL EXPENDITURES. Approximately $12.9 million was spent in the third quarter
of 2000 for capital expenditures bringing the 2000 year to date total to $34.5
million. These totals include $12.5 million and $33.2 million for the
acquisition, drilling and development of oil and gas properties during the three
and nine months ended September 30, 2000, respectively. For the three months
ended September 30, 2000, $10 million was spent on drilling, $1.5 million on
development, and $1 million on oil and gas equipment and facilities. For the
nine months ended September 30, 2000, $29.1 million was spent on drilling,
development, and equipment and $4.1 million on the acquisition of oil and gas
properties. As of September 30, 2000, the Company has
17
<PAGE> 18
participated in the drilling of 51 wells, achieving a success rate of 96%. In
addition, the Company has performed a total of 49 recompletions, with a success
rate of 88%. The success rates achieved in the 2000 capital expenditure program
have significantly contributed to the increase in production realized in 2000.
Management believes the success demonstrated to date in the 2000 capital
expenditure program should result in meaningful additions to the Company's oil
and gas reserve base by year-end.
The timing of most of the Company's capital expenditures is discretionary with
no material long-term capital expenditure commitments. Consequently, the Company
has a significant degree of flexibility to adjust the level of such expenditures
as circumstances warrant. The Company uses internally generated cash flow to
fund capital expenditures other than significant acquisitions and anticipates
that its cash flow, net of debt service obligations, will be sufficient to fund
its planned 2000 capital expenditures of approximately $50-$55 million.
The Company does not have a specific acquisition budget since the timing and
size of acquisitions are difficult to forecast. The Company is actively pursuing
additional acquisitions of oil and gas properties. In addition to internally
generated cash flow and advances under the Company's revolving credit facility,
the Company may seek additional sources of capital to fund any future
significant acquisitions.
CAPITAL RESOURCES AND LIQUIDITY. On February 8, 2000, in connection with the
merger agreement with Vista, the Company amended its Senior Facility to provide
for total borrowings of $400 million. The amended Senior Facility is due June
29, 2009. As of October 1, 2000, the Company's borrowing base was raised from
$250 million to $325 million. As of September 30, 2000, Prize's outstanding net
long-term debt was approximately $211 million.
Cash provided by operating activity before changes in working capital
("operating cash flow") continued to be the primary source of capital and
liquidity in the third quarter of 2000. Operating cash flow for the three and
nine months ended September 30, 2000 was $25.5 million and $50.7 million,
respectively.
During the third quarter, Prize did not borrow or repay on the Senior Credit
Facility. Prize utilized its Senior Credit Facility during the first quarter of
2000 to fund a portion of its capital expenditures and the purchase of treasury
stock. Borrowings against the Senior Credit Facility in the first nine months of
2000 were $28.8 million.
18
<PAGE> 19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
See the information included in "Quantitative and Qualitative Disclosures About
Market Risk" in Item 7A of Prize's 1999 Annual Report on Form 10-K. Such
information includes a description of Prize's potential exposure to market
risks, including commodity price risk and interest rate risk. As a result of the
increase in both oil and natural gas prices, Prize's market risk relating to the
fair market value exposure of hedges is ($44.2) million as of September 30, 2000
compared to ($10.5) million as of December 31, 1999.
19
<PAGE> 20
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
The following documents are included as exhibits to
this Form 10-Q. Those exhibits below incorporated by
reference herein are indicated as such by the
information supplied in the parenthetical thereafter.
If no parenthetical appears after an exhibit, such
exhibit is filed herewith.
EXHIBIT
NUMBER DESCRIPTION
4.1 Specimen Stock Certificate for the Common Stock, par value $.01
per share, of the Company (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1, Registration No. 333-44346, as
amended (the "Registration Statement")).
10.1 Second Amendment to Amended and Restated Credit Agreement, dated
as of October 1, 2000, among Prize Energy Resources, L.P., the
Company, Fleet National Bank, successor-in-interest to BankBoston,
N.A., as administrative agent, and certain financial institutions.
10.2 Third Amendment to Amended and Restated Credit Agreement, dated as
of November 1, 2000, among Prize Energy Resources, L.P., the
Company, Fleet National Bank, successor-in-interest to Bank
Boston, N.A., as administrative agent, and certain financial
institutions.
10.3 Advisory Services and Indemnification Agreement, dated January 25,
1999, between the Company and Natural Gas Partners V, L.P. and
Amendment thereto dated June 28, 1999 (filed as Exhibit 10.16 to
the Registration Statement).
27 Financial Data Schedule.
b) Reports on Form 8-K
None.
20
<PAGE> 21
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Prize Energy Corp.
------------------------------
(Registrant)
DATE: November 14, 2000 /s/ Lon C. Kile
------------------ ------------------------------
Lon C. Kile
President
(Principal Accounting Officer)
21
<PAGE> 22
EXHIBIT INDEX
The following documents are included as exhibits to this Form 10-Q. Those
exhibits below incorporated by reference herein are indicated as such by the
information supplied in the parenthetical thereafter. If no parenthetical
appears after an exhibit, such exhibit is filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 Specimen Stock Certificate for the Common Stock, par value $.01
per share of the Company (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1, Registration No. 333-44346, as
amended (the "Registration Statement")).
10.1 Second Amendment to Amended and Restated Credit Agreement, dated
as of October 1, 2000, among Prize Energy Resources, L.P., the
Company, Fleet National Bank, successor-in-interest to BankBoston,
N.A., as administrative agent, and certain financial institutions.
10.2 Third Amendment to Amended and Restated Credit Agreement, dated as
of November 1, 2000, among Prize Energy Resources, L.P., the
Company, Fleet National Bank, successor-in-interest to Bank
Boston, N.A., as administrative agent, and certain financial
institutions.
10.3 Advisory Services and Indemnification Agreement, dated January 25,
1999, between the Company and Natural Gas Partners V, L.P. and
Amendment thereto dated June 28, 1999 (filed as Exhibit 10.16 to
the Registration Statement).
27 Financial Data Schedule.
</TABLE>
