<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 June 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 August 14, 2000
---------------------------- ------------------------------
Common Stock, $.01 Par Value 13,313,829
<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, For June 30, 2000 (Unaudited)
and December 31, 1999 .............................................................. 4
Consolidated Statements of Operations (Unaudited),
For the Six Months Ended June 30, 2000 and 1999 and Three Months
Ended June 30, 2000 and 1999 ....................................................... 6
Consolidated Statements of Stockholders' Equity, For the Periods
Ended June 30, 2000 (Unaudited) and December 31, 1999 .............................. 7
Consolidated Statements of Cash Flows (Unaudited),
For the Six Months Ended June 30, 2000 and 1999 .................................... 8
Notes to Consolidated Financial Statements ......................................... 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk ................... 17
Part II. Other Information .............................................................. 18
</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
"Oil" includes crude oil and condensate
"NGLs" means natural gas liquids
2
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PRIZE ENERGY CORP.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements June 30, 2000 and 1999
3
<PAGE> 4
PRIZE ENERGY CORP.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------- -------------
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash $ 9,886,804 $ 3,353,060
Accounts receivable - Oil & Gas 30,656,715 18,487,491
Accounts receivable - Trade 4,598,478 2,173,098
Hedge margin account 3,600,000 --
Other 739,728 633,471
------------- -------------
Total current assets 49,481,725 24,647,120
Properties and equipment at cost:
Oil and gas properties 352,113,650 219,226,854
Other 1,976,066 984,683
------------- -------------
354,089,716 220,211,537
Less accumulated depreciation and depletion (20,974,777) (8,714,423)
------------- -------------
Total properties and equipment at cost, net 333,114,939 211,497,114
Other assets, net 2,694,966 2,465,894
------------- -------------
TOTAL ASSETS $ 385,291,630 $ 238,610,128
============= =============
</TABLE>
4
<PAGE> 5
PRIZE ENERGY CORP.
CONSOLIDATED BALANCE SHEETS (CONT.)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 18,726,892 $ 10,799,312
Accrued federal and state income taxes 6,539,138 4,898,183
Accrued production taxes 4,197,414 1,832,009
Accrued hedge liability 3,140,309 --
Accrued interest 1,532,961 2,202,965
Other accrued liabilities 6,316,877 3,267,443
------------- -------------
Total current liabilities 40,453,591 22,999,912
Long-term debt 211,418,736 127,000,000
Deferred income taxes 24,716,316 158,361
Stockholders' equity:
Convertible voting preferred stock:
authorized shares - 10,000,000 and 16,651,870;
issued and outstanding - 0 and 3,958,879 -- 30,906,750
Common stock, $.01 par value:
authorized shares - 50,000,000 and 33,303,740;
issued and outstanding - 14,614,587 and 8,291,301 146,146 82,913
Paid-in capital 105,838,539 49,259,991
Retained Earnings 20,485,890 8,202,201
Treasury stock - 1,300,482 shares (17,767,588) --
------------- -------------
Total stockholders' equity
108,702,987 88,451,855
------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 385,291,630 $ 238,610,128
============= =============
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
5
<PAGE> 6
PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------------- ---------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OIL AND GAS SALES $ 37,329,813 $ -- $ 66,318,249 $ --
COSTS AND EXPENSES
Lease operations 7,901,677 -- 15,504,093 --
Production taxes 3,891,871 -- 6,651,190 --
Depletion, depreciation, and amortization 6,787,046 -- 12,260,354 --
General and administrative 2,321,675 5,116 3,968,168 16,812
------------ ------------ ------------ ------------
Total costs and expenses 20,902,269 5,116 38,383,805 16,812
------------ ------------ ------------ ------------
OPERATING INCOME (LOSS)
16,427,544 (5,116) 27,934,444 (16,812)
OTHER:
Interest expense 4,508,791 -- 7,959,696 --
Other income (130,718) (152,549) (250,971) (190,353)
------------ ------------ ------------ ------------
Total other expenses (income) 4,378,073 (152,549) 7,708,725 (190,353)
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 12,049,471 147,433 20,225,719 173,541
PROVISION FOR INCOME TAXES (4,458,304) (64,158) (7,483,516) (64,158)
------------ ------------ ------------ ------------
NET INCOME 7,591,167 83,275 12,742,203 109,383
PREFERRED DIVIDEND -- -- (458,514) --
------------ ------------ ------------ ------------
INCOME AVAILABLE TO
COMMON STOCKHOLDERS $ 7,591,167 $ 83,275 $ 12,283,689 $ 109,383
============ ============ ============ ============
NET INCOME PER COMMON SHARE:
Basic $ 0.57 $ .01 $ 1.07 $ .02
Diluted $ 0.54 $ .01 $ 0.89 $ .02
WEIGHTED-AVERAGE
COMMON SHARES OUTSTANDING:
Basic 13,268,688 6,100,022 11,448,049 5,190,390
Diluted 14,155,276 6,157,736 14,245,822 5,229,024
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
6
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PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Convertible Voting
Preferred Stock Common Stock Note
--------------------------------- -------------------------------- Receivable
Shares Amount Shares Amount Officer
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock -- $ -- 8,291,301 $ 82,913 $ (250,000)
Issuance of preferred stock 3,843,252 30,000,000 -- -- --
Preferred dividends 115,627 906,750 -- -- --
Repayment of note receivable -- -- -- -- 250,000
Net income -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance as of December 31, 1999 3,958,879 $ 30,906,750 $ 8,291,301 $ 82,913 $ --
(UNAUDITED)
Issuance of stock in acquisition -- -- 2,339,089 23,391 --
Preferred stock dividend 25,318 197,656 -- -- --
Preferred conversion (3,984,197) (31,104,406) 3,984,197 39,842 --
Purchase of treasury shares -- -- -- -- --
Warrant Exercises -- -- -- -- --
Option Exercises -- -- -- -- --
-- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance as of June 30, 2000 -- $ -- 14,614,587 $ 146,146 $ --
============= ============= ============= ============= =============
<CAPTION>
Additional Treasury Stock
Paid-in Retained ---------------------------------
Capital Earnings Shares Amount Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock $ 49,259,991 $ -- -- $ -- $ 49,092,904
Issuance of preferred stock -- -- -- -- 30,000,000
Preferred dividends -- (906,750) -- -- --
Repayment of note receivable -- -- -- -- 250,000
Net income -- 9,108,951 -- -- 9,108,951
------------- ------------- ------------- ------------- -------------
Balance as of December 31, 1999 $ 49,259,991 $ 8,202,201 -- $ -- $ 88,451,855
(UNAUDITED)
Issuance of stock in acquisition 25,177,503 -- (900) (21,798) 25,179,096
Preferred stock dividend -- (458,514) -- -- (260,858)
Preferred conversion 31,064,564 -- -- -- --
Purchase of treasury shares -- -- (1,349,582) (18,428,906) (18,428,906)
Warrant Exercises 330,196 -- 45,000 614,804 945,000
Option Exercises 6,285 -- 5,000 68,312 74,597
-- 12,742,203 -- -- 12,742,203
------------- ------------- ------------- ------------- -------------
Balance as of June 30, 2000 $ 105,838,539 $ 20,485,890 (1,300,482) $ (17,767,588) $ 108,702,987
============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
7
<PAGE> 8
PRIZE ENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------------
2000 1999
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 12,742,203 $ 109,383
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation, depletion and amortization 12,260,354 --
Amortization of loan origination fees 212,441 --
Other -- (88,347)
Changes in operating assets and liabilities:
Accounts receivable (8,697,368) --
Other current assets (3,435,142) (1,878,912)
Accounts payable and accrued liabilities 5,070,576 2,432,819
------------- -------------
CASH PROVIDED BY OPERATING ACTIVITIES 18,153,064 574,943
INVESTING ACTIVITIES:
Additions to oil and gas properties (20,688,174) (210,649,586)
Additions to other properties and equipment (991,382) --
------------- -------------
CASH USED BY INVESTING ACTIVITIES (21,679,556) (210,649,586)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 45,464,078
Purchase of treasury stock (18,428,906) --
Borrowings under credit facilities 28,750,000 167,500,000
Loan Origination Fees -- (1,665,000)
Payment of preferred dividend (260,858) --
------------- -------------
CASH PROVIDED BY FINANCING ACTIVITIES 10,060,236 211,299,078
------------- -------------
INCREASE IN CASH AND CASH EQUIVALENTS $ 6,533,744 $ 1,224,435
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,353,060 --
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 9,886,804 $ 1,224,435
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 5,806,814 $ --
Cash paid during the period for interest $ 7,192,003 $ --
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Dividend in kind $ 197,656 $ --
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
8
<PAGE> 9
PRIZE ENERGY CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements and notes thereto of Prize
Energy Corp. ("Prize" or, the "Company") have been prepared pursuant to the
rules and regulations thereto 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 June 30,
2000, and the results of their operations and their cash flows for the three
month and six month periods ended June 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, New
Mexico and Louisiana.
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, Louisiana,
and Oklahoma, 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, New Mexico and Louisiana.
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.
9
<PAGE> 10
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.
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 February 8, 2000. The preliminary purchase
price is $87.4 million, including liabilities assumed of $62.2 million. The
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 as described below in "Note 3.
Credit Facilities".
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 purchase price has been allocated to the tangible assets
and liabilities.
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. The Company may request letters of credit in addition to a revolving
credit facility up to an aggregate of $5 million with an additional supplemental
letter of credit (as defined by the credit agreement) of $5 million. At June 30,
2000, $2.5 million was outstanding
10
<PAGE> 11
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 and $1.3 million of accrued interest and bank fees
when it purchased Vista. At June 30, 2000, $211.4 million was outstanding. 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. PREFERRED STOCK
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. Subsequently, Pioneer owned approximately 2.6 million shares of
common stock. The transaction was effective March 31, 2000 and was funded
through the Company's Senior Credit Facility.
5. EARNINGS PER SHARE
The following tables provide reconciliations between basic and diluted earnings
per common share for the three months and six months ended June 30, 2000.
Three Months Ended June 30, 2000:
<TABLE>
<CAPTION>
WEIGHTED PER SHARE
INCOME AVERAGE SHARES AMOUNT
---------- -------------- ---------
<S> <C> <C> <C>
Basic earnings per share
Income available to common stockholders ...... $7,591,167 13,268,688 $0.57
Effect of Dilutive Securities:
Employee Stock Options ........................ -- 883,931
Warrants ...................................... -- 2,657
---------- ----------
Diluted earnings per share .................... $7,591,167 14,155,276 $0.54
========== ==========
</TABLE>
11
<PAGE> 12
Six Months Ended June 30, 2000:
<TABLE>
<CAPTION>
WEIGHTED PER SHARE
INCOME AVERAGE SHARES AMOUNT
----------- -------------- ---------
<S> <C> <C> <C>
Basic earnings per share
Income available to common stockholders ...... $12,283,689 $11,448,049 1.07
Effect of Dilutive Securities:
Employee Stock Options
-- 805,571
Warrants
-- 104
Convertible preferred shares .................. 458,514 1,992,098
----------- -----------
Diluted earnings per share .................... $12,742,203 $14,245,822 0.89
=========== ===========
</TABLE>
Warrants to purchase 1,687,296 and 1,388,014 shares of common stock have been
excluded from the earnings per share calculation as antidilutive for the three
and six months ended June 30, respectively.
6. PRO FORMA INFORMATION
The following condensed pro forma financial information reflects the pro forma
statement of operations assuming that the Pioneer purchase, the Minerals sale
and the Sunterra purchase all occurred on January 1, 1999, and the Vista merger
occurred on February 8, 1999. The Company emphasizes that this information is
not necessarily indicative of future performance.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
----------------
(UNAUDITED)
<S> <C>
Oil and gas sales $ 41,766,000
Production expenses 13,882,000
Depletion, depreciation and amortization 11,580,000
General and administrative 4,090,000
Interest expense, net 6,640,000
Other income 63,000
------------
Income before income taxes 5,511,000
Provision for income taxes (2,037,000)
------------
Net Income 3,474,000
Preferred dividend (1,046,000)
------------
Income available to common stockholders $ 2,428,000
============
Earnings per share:
Basic $ .47
Diluted $ .36
</TABLE>
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 six months ended June 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
inventory of exploitation inventory. The Vista transaction is accounted for
under the "purchase" method of accounting. Under the purchase method of
accounting, Prize is the acquirer of Vista. Accordingly, the financial
statements of Prize for the three and six months ended June 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. Subsequently, Pioneer owns approximately 2.6
million shares of common stock. The transaction was effective March 31, 2000 and
was funded through the Company's Senior Credit Facility.
For the quarter ended June 30, 2000, net income was $7.6 million or $.57 (basic)
per share. This compares to second quarter of 1999 net income of $83,275 or $.01
per share. For the six months ended June 30, 2000, net income was $12.7 million
or $1.07 (basic) per share. This compares to the six months ended June 30, 1999
net income of $109,383 or $.02 cents per share. The substantial increase in the
2000 net income is directly attributable to the acquisition of producing oil and
gas properties from Pioneer Natural Resources (effective July 1, 1999) and the
Vista acquisition (effective February 8, 2000).
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 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. Consequently, Prize
has based its discussion of revenues and direct operating expenses upon the
actual revenues and direct operating expenses for the three and six months ended
June 30, 2000 compared to the pro forma revenues and direct operating expenses
for the three and six months ended June 30, 1999 adjusted for the minerals sale,
Sunterra acquisition and the Vista acquisition for February through June 1999
only.
13
<PAGE> 14
Changes in oil/liquids and gas production, realized prices (includes hedging
activity), and revenues for the three and six months ended June 30, 2000 and
1999, are shown in the table below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 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) 944 845 12% 1,722 1,624 6%
Gas (MMcf) 5,989 5,926 1% 11,475 11,830 (3)%
Total (MBoe) 1,943 1,833 6% 3,634 3,596 1%
REALIZED PRICE
Oil/liquids (per Bbl) $ 21.42 $ 14.73 45% $ 20.88 $ 12.72 64%
Gas (per Mcf) $ 2.86 $ 1.95 47% $ 2.65 $ 1.78 49%
Total (per Boe) $ 19.22 $ 13.10 47% $ 18.25 $ 11.61 57%
TOTAL REVENUES (000'S)
Oil/liquids $20,228 $12,449 62% $35,952 $20,653 74%
Gas 17,102 11,570 48% 30,366 21,113 44%
------- ------- ------- -------
Total $37,330 $24,019 55% $66,318 $41,766 59%
</TABLE>
OIL/LIQUIDS REVENUES FOR 2000 COMPARED TO 1999. Oil/liquids revenues increased
$7.8 million or 62% in the second quarter of 2000 compared to the same period in
1999. Production gains of 99,000 barrels, or 12% added $2.1 million of
Oil/liquids revenues in the 2000 period. In addition to the production
increases, Oil/liquids revenues increased $5.7 million as a result of the $6.69
per barrel, or 45%, price increase realized in the second quarter of 2000
compared to the same period in 1999.
Oil/liquids revenues increased $15.3 million or 74% in the first six months of
2000 compared to the same period in 1999. Production gains of 98,000 barrels, or
6%, added $2.0 million of Oil/liquids revenues in the 2000 period. In addition
to the production increases, Oil/liquids revenues increased $13.3 million as a
result of the $8.16 per barrel, or 64%, price increase realized in the
year-to-date period of 2000.
GAS REVENUES FOR 2000 COMPARED TO 1999. Gas revenues increased $5.5 million or
48% in the second quarter of 2000 compared to the same period in 1999. The
increase in gas revenues is the direct result of the gas price realized
increasing $0.91 per Mcf, or 47%. Production between the comparable quarters was
constant.
Gas revenues increased $9.3 million or 44% in the first six months of 2000
compared to the same period in 1999. Production declined slightly by .4 billion
cubic feet of gas, or 3%, reducing revenues by $.6 million in the 2000 period.
Gas revenues increased $9.9 million as a result of the $0.78 per Mcf, or 44%,
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 six months ended June 30, 2000:
14
<PAGE> 15
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 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 $ 5,894 $ 5,047 17% $11,366 $ 9,319 22%
Well workover Expense 2,008 475 323% 4,138 950 336%
Production Taxes 3,892 1,931 102% 6,651 3,613 84%
------- ------- ------- ------- ------- -------
Total $11,794 $ 7,453 58% $22,155 $13,882 60%
PER BOE PRODUCED
Recurring Operations and
Maintenance Expense $ 3.03 $ 2.75 10% $ 3.13 $ 2.59 21%
Well workover Expense $ 1.03 $ .26 296% $ 1.14 $ .26 338%
Production Taxes $ 2.00 $ 1.05 90% $ 1.83 $ 1.00 83%
</TABLE>
Recurring operations and maintenance expenses increased $847 thousand or 17%, in
the second quarter of 2000 and $2.0 million or 22% in the six months ended June
30, 2000. Well workover expense increased $1.5 million in the second quarter of
2000 and $3.2 million in the six months ended June 30, 2000. Both the
significant increases in recurring operations and maintenance expense and well
workover expense are due to additional expenditures needed to upgrade properties
into acceptable working condition resulting from the lack of focused attention
of the operators prior to their acquisition.
Production taxes increased $2.0 million or 102% and $3.0 million or 84% in the
three and six months ended June 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 June 30, 2000 was $6.8 million. On a Boe basis, the average DD&A
rate was $3.49, $.34 higher than the pro forma rate of $3.15 in 1999. DD&A
expense in the six months ended June 30, 2000 was $12.3 million or $3.37 per
Boe, as compared to $3.22 per Boe for the prior year on a pro forma basis. The
DD&A rate was increased on the Vista properties during the second quarter of
2000 based on Prize's further evaluation of Vista's reserves.
GENERAL AND ADMINISTRATIVE EXPENSES (G&A). G&A expense in the quarter ended June
30, 2000 was $2.3 million. On a Boe basis, the G&A rate was $1.20, consistent
with the pro forma rate of $1.20 in 1999. G&A expense during the six months
ended June 30, 2000 was $4.0 million, or $1.09 per Boe produced. The decrease in
G&A cost per Boe is directly attributable to the actual economies of scale
achieved in the merger with Vista and the absence of non-recurring G&A expenses
associated with Prize's start up in 1999.
INTEREST EXPENSE. Interest expense for the three and six months ended June 30,
2000 was $4.5 million and $8.0 million, respectively. The average rate on the
debt outstanding was 8.44% and 8.34% for the three and six months ended June 30,
2000 compared to the pro forma rate of 8.27% in 1999.
15
<PAGE> 16
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 $12.2 million was spent in the second
quarter of 2000 for capital expenditures bringing the 2000 year to date total to
$21.7 million. These totals include $11.5 million and $20.7 million for the
acquisition, drilling and development of oil and gas properties during the three
and six months ended June 30, 2000, respectively.
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 June 30, 2000, the Company's borrowing base was $250 million and
Prize's outstanding net long-term debt was approximately $211 million.
Cash provided by operating activities ("operating cash flow") continued to be
the primary source of capital and liquidity in the second quarter of 2000.
Operating cash flow for the three and six months ended June 30, 2000 was $11.9
million $18.2 million, respectively.
During the second 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. Net borrowings against the Senior Credit Facility in the first six months
of 2000 were $28.8 million.
16
<PAGE> 17
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 ($41.7) million as of June 30, 2000
compared to ($10.5) million as of December 31, 1999.
17
<PAGE> 18
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
The Annual Meeting of Stockholders of the Company
(the "Annual Meeting") was held on May 25, 2000, in
Irving, Texas. At the Annual Meeting, the
stockholders of the Company elected Philip B. Smith,
Lon C. Kile, Kenneth A. Hersh and David R. Albin as
directors. The stockholders also considered and
approved (a) the Company's 1998 Key Employee Stock
Option Plan and Amendment Number 1 thereto and (b)
the appointment of Ernst & Young LLP as the
independent public accountants of the Company for the
fiscal year ending December 31, 2000.
There were present at the Annual Meeting, in person
or by proxy, stockholders holding 12,545,604 shares
of the common stock of the Company, or 94.6% of the
total stock outstanding and entitled to vote at the
Annual Meeting. The table below describes the results
of voting at the Annual Meeting:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
---------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C>
1. Election of Directors:
Philip B. Smith 12,542,123 3,481 -0- -0-
Lon C. Kile 12,541,697 3,907 -0- -0-
Kenneth A. Hersh 12,542,157 3,447 -0- -0-
David R. Albin 12,542,157 3,447 -0- -0-
2. Approval of the 12,523,749 8,564 13,291 -0-
Company's 1998 Key
Employee Stock Option
Plan and Amendment
Number 1 thereto
3. Ratification of Ernst & 12,542,651 665 2,288 -0-
Young LLP as
independent public
accountants of the
Company for fiscal 2000
</TABLE>
18
<PAGE> 19
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
------- -----------
10.1 First Amendment to Amended and Restated Credit Agreement,
dated as of June 30, 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 Amendment Number 1 to the Company's 1998 Key Employee Stock
Option Plan (filed as Exhibit A to the Company's Proxy
Statement for Annual Meeting of Stockholders dated April 28,
2000).
27 Financial Data Schedule.
b) Reports on Form 8-K
Form 8-K was filed June 15, 2000, to file certain
exhibits under Item 7.
19
<PAGE> 20
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: August 14, 2000 /s/ Lon C. Kile
--------------- ------------------------------
Lon C. Kile
President
(Principal Accounting Officer)
20
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.1 First Amendment to Amended and Restated Credit Agreement,
dated as of June 30, 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 Amendment Number 1 to the Company's 1998 Key Employee Stock
Option Plan (filed as Exhibit A to the Company's Proxy
Statement for Annual Meeting of Stockholders dated April 28,
2000).
27 Financial Data Schedule.
</TABLE>
