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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 0-9408
PRIMA ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 84-1097578
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1801 Broadway, Suite 500, Denver CO 80202
(Address of principal executive offices) (Zip Code)
(303) 297-2100
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed from 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 [ ]
As of October 31, 1997, the Registrant had 5,757,556 shares of Common Stock,
$0.015 Par Value, outstanding.
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PRIMA ENERGY CORPORATION
INDEX
-----
Page
Part I - Financial Information
- ------------------------------
Item 1. Financial Statements
Unaudited consolidated balance sheets . . . . . .. . . . . 3
Unaudited consolidated statements of income . . . . . . .. 5
Unaudited consolidated statements of cash flows . . . . .. 6
Notes to unaudited consolidated financial statements . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . 10
Part II - Other Information
---------------------------
Item 6. Exhibits and Reports on Form 8-K. . . .. . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . .. 17
<PAGE>
PRIMA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
CURRENT ASSETS
Cash and cash equivalents................... $ 7,258,000 $ 6,704,000
Available for sale securities, at market.... 1,807,000 1,503,000
Receivables (net of allowance for
doubtful accounts: 9/30/97, $43,000;
12/31/96, $45,000)........................ 5,120,000 5,921,000
Tubular goods inventory..................... 1,023,000 311,000
Other....................................... 124,000 572,000
---------- ----------
Total current assets.................. 15,332,000 15,011,000
---------- ----------
OIL AND GAS PROPERTIES, at cost, accounted
for using the full cost method............ 61,339,000 52,885,000
Less accumulated depreciation,
depletion and amortization................ (25,437,000) (21,940,000)
---------- ----------
Oil and gas properties - net.......... 35,902,000 30,945,000
---------- ----------
PROPERTY AND EQUIPMENT, at cost
Oilfield service equipment.................. 3,315,000 2,387,000
Furniture and equipment..................... 682,000 652,000
Field office, shop and land................. 341,000 341,000
---------- ----------
4,338,000 3,380,000
Less accumulated depreciation............... (2,334,000) (2,000,000)
---------- ----------
Property and equipment - net.......... 2,004,000 1,380,000
---------- ----------
OTHER ASSETS
Cash, designated............................ 346,000 325,000
Other....................................... 429,000 345,000
---------- ----------
Total other assets.................... 775,000 670,000
---------- ----------
$54,013,000 $48,006,000
========== ==========
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
PRIMA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS (cont'd.)
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
CURRENT LIABILITIES
Accounts payable............................ $ 1,523,000 $ 2,526,000
Amounts payable to oil and gas
property owners........................... 1,883,000 2,831,000
Production taxes payable.................... 1,241,000 1,094,000
Accrued and other liabilities............... 270,000 476,000
Current portion of note payable............. 120,000 0
Deferred tax liability...................... 171,000 221,000
---------- ----------
Total current liabilities............. 5,208,000 7,148,000
NOTE PAYABLE................................ 240,000 0
PRODUCTION TAXES, non-current............... 972,000 984,000
DEFERRED TAX LIABILITY...................... 6,452,000 4,601,000
---------- ----------
Total liabilities..................... 12,872,000 12,733,000
---------- ----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value,
2,000,000 shares authorized;
no shares issued or outstanding........... 0 0
Common stock, $0.015 par value,
12,000,000 shares authorized;
5,820,556 shares issued................... 87,000 87,000
Additional paid-in capital.................. 4,222,000 4,222,000
Retained earnings........................... 37,591,000 31,383,000
Unrealized gain (loss) on available
for sale securities....................... 28,000 (36,000)
Treasury stock - 63,000 and 30,000 shares,
respectively, at cost..................... (787,000) (383,000)
---------- ----------
Total stockholders' equity............ 41,141,000 35,273,000
---------- ----------
$54,013,000 $48,006,000
========== ==========
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
REVENUES
Oil and gas sales...... $ 3,536,000 $ 3,192,000 $13,430,000 $ 9,600,000
Trading revenues....... 3,808,000 1,876,000 12,779,000 5,884,000
Oilfield services...... 757,000 532,000 2,402,000 1,605,000
Management and
operator fees........ 257,000 250,000 768,000 767,000
Interest and
dividend income...... 142,000 108,000 406,000 275,000
Other.................. 61,000 140,000 149,000 227,000
---------- ---------- ---------- ----------
8,561,000 6,098,000 29,934,000 18,358,000
---------- ---------- ---------- ----------
EXPENSES
Depreciation, depletion
and amortization..... 1,156,000 1,051,000 3,849,000 3,333,000
Lease operating expense 407,000 346,000 1,305,000 1,089,000
Production taxes....... 232,000 225,000 988,000 718,000
Cost of trading........ 3,625,000 1,602,000 12,157,000 4,885,000
Cost of oilfield
services............. 525,000 436,000 1,718,000 1,294,000
General and
administrative....... 441,000 433,000 1,354,000 1,214,000
---------- ---------- ---------- ----------
6,386,000 4,093,000 21,371,000 12,533,000
---------- ---------- ---------- ----------
INCOME BEFORE
INCOME TAXES......... 2,175,000 2,005,000 8,563,000 5,825,000
PROVISION FOR
INCOME TAXES......... 598,000 467,000 2,355,000 1,357,000
---------- ---------- ---------- ----------
NET INCOME............. $ 1,577,000 $ 1,538,000 $ 6,208,000 $ 4,468,000
========== ========== ========== ==========
NET INCOME PER SHARE... $ 0.27 $ 0.26 $ 1.05 $ 0.77
========== ========== ========== ==========
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING AND
COMMON SHARE
EQUIVALENTS.......... 5,939,147 5,839,080 5,934,176 5,839,344
========== ========== ========== ==========
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1997 1996
----------- -----------
OPERATING ACTIVITIES
Net income ................................. $ 6,208,000 $ 4,468,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization.. 3,849,000 3,333,000
Deferred income taxes..................... 1,762,000 1,001,000
Other..................................... (105,000) (216,000)
Changes in current assets and liabilities:
Receivables.............................. 801,000 (143,000)
Inventory................................ (712,000) (226,000)
Other current assets..................... 91,000 178,000
Payables................................. (1,804,000) (202,000)
Accrued and other liabilities............ (206,000) (199,000)
---------- ----------
Net cash provided by operating activities 9,884,000 7,994,000
---------- ----------
INVESTING ACTIVITIES
Additions to oil and gas properties......... (8,287,000) (2,719,000)
Purchases of other property................. (1,003,000) (401,000)
Purchases of available for sale securities.. (324,000) (197,000)
Proceeds from sales of property............. 215,000 831,000
Proceeds from sales of available for
sale securities........................... 113,000 0
---------- ----------
Net cash used by investing activities.... (9,286,000) (2,486,000)
---------- ----------
FINANCING ACTIVITIES
Borrowings.................................. 360,000 0
Treasury stock purchased.................... (404,000) 0
Dividends paid.............................. 0 (970,000)
---------- ----------
Net cash used by financing activities.... (44,000) (970,000)
---------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS....... 554,000 4,538,000
CASH AND CASH EQUIVALENTS,
beginning of period....................... 6,704,000 3,977,000
---------- ----------
CASH AND CASH EQUIVALENTS, end of period.... $ 7,258,000 $ 8,515,000
========== ==========
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE>
PRIMA ENERGY CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The financial information contained herein is unaudited but
includes all adjustments (consisting of only normal recurring accruals)
which, in the opinion of management, are necessary to present fairly the
information set forth. The consolidated financial statements should be
read in conjunction with the Notes to Consolidated Financial Statements
which are included in the Annual Report on Form 10-K of Prima Energy
Corporation for the year ended December 31, 1996.
The results for interim periods are not necessarily indicative of
results to be expected for the fiscal year of the Company ending December
31, 1997. The Company believes that the nine month report filed on Form
10-Q is representative of its financial position, its results of operations
and its cash flows for the periods ended September 30, 1997 and 1996 covered
thereby.
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
accounts of Prima Energy Corporation ("Prima") and its subsidiaries, herein
collectively referred to as the "Company." All significant intercompany
transactions have been eliminated. Certain amounts in prior years have been
reclassified to conform with the classifications at September 30, 1997.
3. NOTE PAYABLE
At September 30, 1997, the Company had one note payable as
follows:
Total $ 360,000
Less, current portion 120,000
-------
Long term $ 240,000
=======
The note is dated June 10, 1997 and is due June 10, 2000, with interest
at an annual rate of 8%. Payments of principal and accrued interest on the
note are to be made in three equal annual installments on the anniversary
date of the note. The note financed the purchase of oilfield service
equipment by Action Oilfield Services, Inc., a wholly owned subsidiary. The
note is collateralized by the oilfield service equipment purchased.
Prima maintains an $8,000,000 unsecured line of credit with a
commercial bank. The line of credit, which matures on May 1, 1999, bears
interest at the bank's prime rate (8.50% at September 30, 1997), with
interest payable monthly. At December 31, 1996 and September 30, 1997,
there were no amounts outstanding under the line of credit.
7
<PAGE>
4. EARNINGS PER SHARE
During February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128, "Earnings per
Share" ("SFAS 128"). SFAS 128 establishes standards for computing and
presenting earnings per share ("EPS"), and supersedes APB Opinion No. 15 and
its related interpretations. It replaces the presentation of primary EPS
with a presentation of basic EPS, which excludes dilution, and requires dual
presentation of basic and diluted EPS for all entities with complex capital
structures. Diluted EPS is computed similarly to fully diluted EPS pursuant
to Opinion No. 15. SFAS 128 is effective for periods ending after December
15, 1997, including interim periods, and will require restatement of all
prior period EPS data presented; earlier application is not permitted.
A comparison of EPS shown in the accompanying financial statements with
the pro forma amounts that would have been determined in accordance with SFAS
128 is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1997 1996 1997 1996
-------- -------- -------- --------
Primary (Basic):
As reported.......... $0.27 $0.26 $1.05 $0.77
Pro forma............ 0.27 0.26 1.08 0.77
Fully Diluted (Diluted):
As reported.......... n/a n/a n/a n/a
Pro forma............ 0.27 0.26 1.05 0.77
The Board of Directors of Prima approved a three for two stock
split of the Company's common stock, to shareholders of record on February
20, 1997, distributed March 4, 1997. As a result, the number of shares of
common stock outstanding increased from 3,860,396 to 5,790,556 on the
distribution date. All share and per share amounts included in these
financial statements have been restated to show the retroactive effects of
the stock split.
5. HEDGING ACTIVITIES
The Company's marketing and trading activities consist of
marketing the Company's own production, marketing the production of others
from wells operated by the Company, and natural gas trading activities that
consist of the purchase and resale of natural gas. Crude oil and natural
gas futures, options and swaps are used from time to time in order to hedge
the price of a portion of the Company's production, as well as to hedge the
margins on natural gas purchased for resale. This is done to mitigate the
risk of fluctuating oil and natural gas prices which can adversely affect
operating results. These transactions have been entered into with major
financial institutions, thereby minimizing credit risk. The Company hedged
approximately 39% and 33% of its oil production in the first nine months of
1997 and 1996, respectively, and hedged approximately 37% and 0% of its
natural gas production in these same periods. Hedging gains and (losses)
were $486,000 and $(116,000) for the nine months ended September 30, 1997
and 1996, respectively, and were included in oil and gas revenues at the
time the hedged volumes were sold. At September 30, 1997, the Company had
an unrealized gain on November crude oil calls of $1,800.
8
<PAGE>
At September 30, 1997, the Company had in place for the month of
October 1997, a swap on 60,000 MMBtu to provide for a fixed margin per MMBtu
on a sales agreement for a similar volume of natural gas. The Company also
had in place a swap on 750,000 MMBtu (150,000 per month for six months) as
a hedge on the Company's natural gas production at September 30, 1997. At
that time, there was an unrealized loss of $649,500 on the production hedge.
The forward sales will be reflected as an adjustment to revenue in the month
the corresponding physical transaction occurs. In a typical swap
agreement, the Company receives the difference between a fixed price per
unit of production and the index price, if the index price is lower. If the
index price is higher, the Company pays the difference. Current hedging
agreements are settled on a monthly basis. All current contracts specify
the index price to be the "Inside FERC" first of the month spot price for
Colorado Interstate Gas Co.
At September 30, 1997, the Company had no open futures transactions that
did not correspond to anticipated physical transactions.
9
<PAGE>
PRIMA ENERGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
The Company's principal internal sources of liquidity are cash flows
generated from operating activities and existing cash and cash equivalents.
Net cash provided by operating activities for the nine months ended September
30, 1997 was $9,884,000 compared to $7,994,000 for the same nine month period
of 1996. Net working capital at September 30, 1997 was $10,124,000 compared
to $7,863,000 at December 31, 1996. Current liabilities at September 30,
1997 decreased from December 31, 1996 levels by $1,940,000, while current
assets increased by $321,000 for the same period. The increase in working
capital of $2,261,000 was primarily generated by cash flows from operations
during the nine months ended September 30, 1997. The Company also received
proceeds from the sales of securities and property totaling $328,000 during
the period.
The Company has external borrowing capacity through an $8,000,000
unsecured line of credit with a commercial bank, all of which is available to
be drawn.
The Company invested $9,290,000 in property and equipment during the
nine months ended September 30, 1997 compared to $3,120,000 for the 1996 nine
month period. The Company expended $6,940,000 during the 1997 nine month
period for its proportionate share of the costs of drilling and completing
wells, $1,321,000 for undeveloped acreage, $26,000 for purchases of producing
properties and $1,003,000 for other property and equipment. These
expenditures compare to $2,101,000 for well costs, $552,000 for undeveloped
acreage, $66,000 for purchases of producing properties and $401,000 for other
property and equipment in the 1996 nine month period.
During the nine months ended September 30, 1997, the Company drilled and
completed fifteen wells in the Wattenberg Field area of northeastern Colorado
and completed two wells which were drilling or waiting on completion at
December 31, 1996. In October 1997, the Company drilled three additional
wells in Wattenberg. As of November 10, 1997, one of these wells was
producing and two were waiting on completion. The Company also drilled two
wells on its acreage at Denver International Airport in October 1997. As of
November 10, 1997, both of these wells were waiting on completion. All of
these wells are 100% owned and operated by Prima. The Company also
recompleted nine wells (8.9 net) during the nine months ended September 30,
1997.
During the second and third quarters of 1997, seven non-operated wells
(1.6 net) were drilled and completed in the Bonny Field in northeastern
Colorado. Bonny Gathering Company, the joint venture in which Prima is the
managing venturer, operator and 15.5% owner, is continuing with plans to
renovate and upgrade the gathering and compression facilities at the Bonny
Field over the next few months. Prima's anticipated share of these
expenditures is approximately $600,000.
10
<PAGE>
The Record of Decision was issued in August 1997 for the Cave Gulch
area Environmental Impact Study in Wyoming's Wind River Basin. This allowed
drilling activities to resume. Since August, the Company has participated in
the drilling of five non-operated wells in this area. Four of these wells
were drilled to approximately 10,000 feet to test the Lance and Ft. Union
formations. These two formations are the primary producing zones in the Cave
Gulch Unit. Prima owns working interests ranging from 6% to 15% in these
wells. At November 10, 1997, three of these wells were in various stages of
completion and one was drilling. The fifth well is an 18,000 foot test of the
deeper formations, in which Prima owns an approximate 3.7% working interest.
This well was drilling as of November 10th. The Company anticipates
participating in approximately three to five additional wells in this area
by year end.
The Company recently drilled the first of three new Prima operated wells
on three internally generated prospects in the Powder River Basin of Wyoming.
Prima has a 100% working interest in this first well, which, as of November 10,
1997, was waiting on completion. The second well commenced drilling on
November 7, 1997. Current plans are to drill the third well before year end.
Over the last few months, Prima has drilled or re-entered five wells on
its acreage in the Texas Panhandle to test the shallow Red Cave and Brown
Dolomite formations. Two of the wells were unsuccessful and have been
abandoned. A third well is producing at marginal rates. Of the remaining
two wells, one is waiting on pipeline hookup and the other is waiting on a
completion attempt. Prima owns 100% working interest in these wells. The
Company intends to evaluate the results from these wells prior to commencing
any additional drilling activities in this area.
The Company is also supporting, through acreage options, the drilling of
two 14,000 foot exploratory test wells near its acreage position in the
Northern Green River Basin of Wyoming. Prima will not own an interest in the
initial exploratory wells. The first well commenced operations in early
September and will help evaluate this play in which Prima owns approximately
59,000 gross, 21,800 net, acres. The initial well recently reached total
depth and a decision was made by the operator to run casing. It is the
Company's understanding that drilling operations on the second well are
expected to commence in the near future.
It is expected these drilling and completion costs will be funded from
internally generated cash flows or from available cash balances. The timing
of these activities will depend on drilling rig, equipment and service
availability and regulatory approval. The timing and extent of these
activities could vary significantly.
The Company regularly reviews opportunities for acquisition of assets or
companies related to the oil and gas industry which could expand or enhance
its existing business. The Company expects its operations, including
acquisition, drilling, completion and recompletion well costs, will be
financed by funds provided by operations, working capital, borrowings on the
line of credit, various cost-sharing arrangements, or from other financing
alternatives.
11
<PAGE>
Results of Operations
- ---------------------
For the quarter ended September 30, 1997, the Company earned net income
of $1,577,000, or $.27 per share, on revenues of $8,561,000, compared to net
income of $1,538,000, or $.26 per share on revenues of $6,098,000 for the
comparable quarter of 1996. Expenses were $6,386,000 for the 1997 third
quarter compared to $4,093,000 for the 1996 third quarter. Revenues
increased $2,463,000, or 40%, expenses increased $2,293,000, or 56%, and net
income increased $39,000, or 3%.
For the nine months ended September 30, 1997, the Company earned net
income of $6,208,000, or $1.05 per share, on revenues of $29,934,000,
compared to net income of $4,468,000, or $.77 per share on revenues of
$18,358,000 for the nine months ended September 30, 1996. Expenses were
$21,371,000 for the 1997 nine month period compared to $12,533,000 for the
1996 nine month period. Revenues increased $11,576,000, or 63%, expenses
increased $8,838,000, or 71%, and net income increased $1,740,000, or 39%.
Oil and gas sales for the quarter ended September 30, 1997 were
$3,536,000 compared to $3,192,000 for the same quarter of 1996, an increase
of $344,000 or 11%. The Company's net natural gas production was 1,280,000
Mcf and 1,079,000 Mcf for the third quarters of 1997 and 1996, respectively,
an increase of 201,000 Mcf or 19%. Its net oil production was 61,000 barrels
compared to 54,000 barrels for the same periods, an increase of 7,000 barrels
or 13%. The average price received for natural gas production for the third
quarter of 1997 was $1.88 per Mcf compared to $1.87 per Mcf for the third
quarter of 1996. Approximately 6% of the natural gas production for the
three months ended September 30, 1997 and 1996, was attributable to
production sold under a fixed contract price of $5.90 per MMBtu. The average
price received for the Company's natural gas production exclusive of the
fixed price contract gas was $1.64 per Mcf for the 1997 quarter compared to
$1.62 per Mcf for the 1996 quarter. The average price received for oil in
the third quarter of 1997 was $18.67 per barrel compared to $21.70 per barrel
for the third quarter of 1996, a decrease of $3.03 per barrel or 14%. During
the third quarter of 1997, the Company hedged approximately 33% of its oil
production and 41% of its natural gas production. Net hedging losses of
$54,000 are included in oil and gas revenues for this period, which increased
the average price received per barrel of oil by $0.09 and decreased the
average price received per Mcf of natural gas by $0.05. No oil or natural
gas production was hedged during the third quarter of 1996.
Oil and gas sales for the nine months ended September 30, 1997 were
$13,430,000 compared to $9,600,000 for the nine months ended September 30,
1996, an increase of $3,830,000 or 40%. The Company's net natural gas
production was 4,025,000 Mcf and 3,438,000 Mcf for the first nine months of
1997 and 1996, respectively, an increase of 587,000 Mcf or 17%. Its net oil
production was 190,000 barrels compared to 177,000 barrels for the same nine
month periods, an increase of 13,000 barrels or 7%. The average price
received for natural gas production was $2.37 per Mcf for the nine months
ended September 30, 1997 compared to $1.77 per Mcf for the nine months ended
September 30, 1996, an increase of $0.60 per Mcf or 34%. Approximately 5%
and 6% of the natural gas production for the nine months ended September 30,
1997 and 1996, respectively, was attributable to production sold under a
fixed contract price of $5.90 per MMBtu. The average price received for the
Company's natural gas production exclusive of the fixed price contract gas
was $2.18 per Mcf for the nine months ended September 30,1997 compared to
$1.53 per Mcf for the same period of 1996. The average price received for
oil for the first nine months of 1997 was $20.39 per barrel compared to
$19.84 per barrel for the same period of 1996, an increase of $0.55 per
<PAGE>
barrel or 3%. During the nine months ended September 30, 1997, the Company
hedged approximately 39% of its oil production and 37% of its natural gas
production. Hedging gains of $486,000 are included in oil and gas revenues
for this period, which increased the average price received per barrel of oil
by $0.67 and the average price received per Mcf of natural gas by $0.08
During the nine months ended September 30, 1996, the Company hedged
approximately 33% of it oil production. Hedging losses of $116,000 reduced
the average price received for oil by $0.65 per barrel. No natural gas
production was hedged during this period.
Lease operating expenses and production taxes ("LOE") were $639,000 for
the third quarter of 1997 compared to $571,000 for the 1996 quarter, an
increase of $68,000 or 12%. Depreciation, depletion and amortization
("DD&A") was $1,156,000 and $1,051,000 for the same periods, an increase of
$105,000 or 10%. Production for the quarter ended September 30, 1997 was
274,000 barrels of oil equivalent ("BOE") compared to 234,000 BOE for the
quarter ended September 30, 1996, an increase of 40,000 BOE or 17%.
Depreciation of other property and equipment was $113,000 and $86,000 for the
quarters ended September 30, 1997 and 1996, respectively.
LOE was $2,293,000 for the nine months ended September 30, 1997 compared
to $1,807,000 for the 1996 period, an increase of $486,000 or 27%. DD&A was
$3,849,000 and $3,333,000 for the same periods, an increase of $516,000 or
15%. Production for the nine months ended September 30, 1997 was 861,000 BOE
compared to 750,000 BOE for the nine months ended September 30, 1996, an
increase of 111,000 BOE or 15%. LOE per equivalent barrel of production was
$2.66 for the first nine months of 1997 compared to $2.41 for the comparable
period of 1996. The increased rate for 1997 was due to workover expenses and
additional production taxes resulting from higher product prices. DD&A
applicable to oil and gas properties was $4.06 per equivalent barrel of
production for the 1997 period compared to $4.12 per equivalent barrel of
production for the 1996 period. Depreciation of other property and equipment
was $352,000 and $242,000 for the nine months ended September 30, 1997 and
1996, respectively.
Trading revenues and cost of trading represent the marketing of third
party natural gas by Prima Natural Gas Marketing, Inc., a wholly owned
subsidiary. Trading revenues were $3,808,000 for the three months ended
September 30, 1997, an increase of $1,932,000 or 103% over the $1,876,000
reported for the three months ended September 30, 1996. The Company marketed
2,076,000 MMBtu's for the third quarter of 1997 compared to 1,183,000 MMBtu's
marketed during the comparable quarter of 1996. Costs of trading were
$3,625,000 for the 1997 quarter compared to $1,602,000 for the 1996 quarter,
an increase of $2,023,000 or 126%.
Trading revenues were $12,779,000 for the nine months ended September
30, 1997, an increase of $6,895,000 or 117% over the $5,884,000 reported for
the nine months ended September 30, 1996. The Company marketed 5,818,000
MMBtu's for the nine month period of 1997 compared to 3,670,000 MMBtu's
marketed during the comparable period of 1996. Costs of trading were
$12,157,000 for the 1997 nine month period compared to $4,885,000 for the
1996 nine month period, an increase of $7,272,000 or 149%. Trading
activities fluctuate with natural gas markets and the Company's ability to
develop markets that meet the Company's trading criteria.
Oilfield services represent the revenues earned by Action Oilfield
Services, Inc., a wholly owned subsidiary. These revenues include well
servicing fees from completion and swab rigs, trucking, water hauling, rental
equipment and other related activities. Revenues were $757,000 for the
quarter ended September 30, 1997 compared to $532,000 for the comparable
quarter of 1996, an increase of $225,000, or 42%. Utilization levels in the
Wattenberg Field Area, where the service company is active, continue to
increase. The Company has also purchased additional equipment which
contributed to the increase in revenues. For the quarter ended September 30,
1997, 27% of the fees billed by Action were for Company owned wells, compared
to 20% for the quarter ended September 30, 1996. Costs of oilfield services
were $525,000 for the quarter ended September 30, 1997 compared to $436,000
for the same period of 1996, an increase of $89,000 or 20%
Oilfield services revenues were $2,402,000 for the nine months ended
September 30, 1997 compared to $1,605,000 for the comparable nine month
period of 1996, an increase of $797,000 or 50%. For the nine months ended
September 30, 1997, 22% of the fees billed by Action were for Company owned
wells compared to 17% for the nine months ended September 30, 1996. Costs
of oilfield services were $1,718,000 for the nine months ended September 30,
1997 compared to $1,294,000 for the same period of 1996, an increase of
$424,000 or 33% The Company's share of fees paid to Action on Company owned
properties and the costs associated with providing the services are
eliminated in consolidation.
Management and operator fees are earned pursuant to the Company's roles
as operator for approximately 350 oil and natural gas wells located primarily
in the Wattenberg Field area of Weld County, Colorado and as managing
venturer and operator of a joint venture which owns gas gathering and
pipeline facilities in the Bonny Field in Yuma County, Colorado. The Company
is a working interest owner in each of the operated wells. The Company is
paid operating and management fees by the other working interest owners in
the properties. Fees fluctuate with the number of wells operated, the
percentage working interest in a property owned by third parties, and the
amount of drilling activity during the period. Fees for the quarter ended
September 30, 1997 were $257,000 compared to $250,000 for the 1996 quarter,
an increase of $7,000 or 3%. Fees for the nine months ended September 30,
1997 were $768,000 compared to $767,000 for the 1996 nine month period, an
increase of $1,000. Fees have remained relatively constant in 1997 as the
Company has primarily drilled wells in which it has 100% working interest.
General and administrative expenses ("G&A") were $441,000 for the
quarter ended September 30, 1997 compared to $433,000 for the quarter ended
September 30, 1996, an increase of $8,000 or 2%. G&A was $1,354,000 for the
nine months ended September 30, 1997 compared to $1,214,000 for the nine
months ended September 30, 1996, an increase of $140,000 or 12%. The
Company's G&A costs have increased due to expansion of the Company's areas of
activity.
The provision for income taxes was $598,000 for the quarter ended
September 30, 1997 compared to $467,000 for the quarter ended September 30,
1996. Income before income taxes increased $170,000 for the 1997 quarter and
the effective tax rate increased to 28% from 23%. The provision for the nine
months ended September 30, 1997 was $2,355,000 compared to $1,357,000 for the
same nine month period of 1996. Income before income taxes for the nine
month period of 1997 increased by $2,738,000, and the effective tax rate also
increased to 28% from 23%. Effective tax rates are affected by amounts of
permanent differences in financial and taxable income, consisting primarily
of statutory depletion deductions and Section 29 tax credits.
Historically, oil and natural gas prices have been volatile and are
likely to continue to be volatile. During the first nine months of 1997, the
monthly price the Company received for its oil production has ranged from a
high of $24.61 per barrel to a low of $18.11 per barrel and natural gas
prices have ranged from a high of $4.11 per Mcf to a low of $1.67 per Mcf.
Prices are affected by, among other things, weather, market supply and demand
factors, market uncertainty, and actions of the United States and foreign
governments and international cartels. These factors are beyond the control
of the Company. To the extent that oil and natural gas prices decline, the
Company's revenues, cash flows, earnings and operations would be adversely
impacted. The Company is unable to accurately predict future oil and natural
gas prices.
The Company's main source of revenues is from the sale of oil and
natural gas production. Levels of revenues and earnings are affected by
volumes of oil and natural gas production and by the prices at which oil and
natural gas are sold. As a result, the Company's operating results for any
period are not necessarily indicative of future operating results because of
fluctuations in oil and natural gas prices and production volumes.
_________________________
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
"Managements Discussion and Analysis of Financial Condition and Results
of Operations" included in Item 2 of this Report contain "forward-looking
statements" and are made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. These statements include,
without limitation, statements relating to liquidity, financing of operations,
capital expenditures (both the amount and the source of funds),
continued volatility of oil and natural gas prices, future drilling plans and
other such matters. The words "anticipates," "expects" or "estimates" and
similar expressions identify forward-looking statements. Such statements are
based on certain assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in
the circumstances. Prima does not undertake to update, revise or correct any
of the forward-looking information. Factors that could cause actual results
to differ materially from the Company's expectations expressed in the
forward-looking statements include, but are not limited to, the following:
industry conditions, including availability of drilling rigs and other
equipment and services; volatility of oil and natural gas prices; hedging
activities; operational risks (such as blowouts, fires and loss of
production); insurance coverage limitations; potential liability imposed by
government regulation (including environmental regulation); the need to
develop and replace its oil and natural gas reserves; the substantial capital
expenditures required to recover its operations; risks related to exploration
and developmental drilling; and uncertainties about oil and natural gas
reserve estimates. For a more complete explication of these various factors,
see "Cautionary Statement for the Purposes of the 'Safe Harbor' Provisions of
the Private Securities Litigation Reform Act of 1995" included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996,
beginning on page 14.
_________________________
15
<PAGE>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
--------
The following exhibits are filed herewith pursuant to rule 601 of
Regulation S-K or are incorporated by reference to previous filings.
Exhibit No. Document
3.1 Certificate of Amendment of the
Certificate of Incorporation
Prima Energy Corporation
27 Financial Data Schedules
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the Registrants' fiscal quarter
ended September, 30, 1997.
16
<PAGE>
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.
PRIMA ENERGY CORPORATION
(Registrant)
Date November 13, 1997 By /s/ Richard H. Lewis
----------------- ------------------------
Richard H. Lewis,
President and
Principal Financial Officer
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-Q FOR PRIMA ENERGY CORPORATION FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,258,000
<SECURITIES> 1,807,000
<RECEIVABLES> 5,163,000
<ALLOWANCES> (43,000)
<INVENTORY> 1,023,000
<CURRENT-ASSETS> 15,332,000
<PP&E> 65,677,000
<DEPRECIATION> (27,771,000)
<TOTAL-ASSETS> 54,013,000
<CURRENT-LIABILITIES> 5,208,000
<BONDS> 240,000
0
0
<COMMON> 87,000
<OTHER-SE> 41,054,000
<TOTAL-LIABILITY-AND-EQUITY> 54,013,000
<SALES> 26,209,000
<TOTAL-REVENUES> 29,934,000
<CGS> 18,299,000
<TOTAL-COSTS> 20,017,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,563,000
<INCOME-TAX> 2,355,000
<INCOME-CONTINUING> 6,208,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,208,000
<EPS-PRIMARY> 1.05
<EPS-DILUTED> 1.05
</TABLE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
PRIMA ENERGY CORPORATION
PRIMA ENERGY CORPORATION, a corporation duly organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of Prima Energy Corporation duly adopted
a resolution setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the corporation for
consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED: That Article V of the Certificate of Incorporation be amended to
read, in its entirety, as follows:
ARTICLE V
Authorized Capital Stock
The Corporation shall be authorized to issue two classes of shares of stock
to be designated, respectively, "Preferred Stock" and "Common Stock"; the
total number of shares which the corporation shall have authority to issue
is Fourteen Million (14,000,000); the total number of shares of Preferred
Stock shall be Two Million (2,000,000) and each such share shall have a par
value of $.001; and the total number of authorized shares of Common Stock
shall be Twelve Million (12,000,000) and each such share shall have a par
value of $.015.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby vested with authority to fix
by resolution or resolutions the designations and the powers, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations, or restrictions thereof, including without
limitation the rights with respect to dividends, conversion rights,
redemption price and liquidation preference, of any series of shares of
Preferred Stock, and to fix the number of shares constituting any such
series, and to increase or decrease the number of shares of any such series
(but not below the number of shares thereof then outstanding). In case the
number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to
the adoption of the resolution or resolutions originally fixing the number
of shares of such series.
SECOND: That thereafter, pursuant to the resolution of Board of Directors,
the amendment was presented to the stockholders of the Corporation at its
regularly scheduled Annual Meeting of Stockholders at which meeting the
necessary number of shares as required by statute were voted in favor of
the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Prima Energy Corporation caused this Certificate
of Amendment of its Certificate of Incorporation to be signed by Richard H.
Lewis, a duly authorized officer of Prima Energy Corporation, as of this
2nd day of June, 1997, at Denver, Colorado.
PRIMA ENERGY CORPORATION, a
Delaware Corporation
By: ___________________________
Richard H. Lewis, President
