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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
[ ] 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: 0-9808
PLAINS RESOURCES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2898764
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices)
(Zip Code)
(713) 654-1414
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [x] NO [ ]
16,545,170 shares of common stock $.10 par value, issued and outstanding at
April 30, 1997.
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PLAINS RESOURCES INC. AND SUBSIDIARIES
TABLE OF CONTENTS
================================================================================
PAGE
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets:
March 31, 1997 and December 31, 1996................................. 3
Condensed Consolidated Statements of Operations:
For the three months ended March 31, 1997 and 1996................... 4
Condensed Consolidated Statements of Cash Flows:
For the three months ended March 31, 1997 and 1996................... 5
Notes to Condensed Consolidated Financial Statements................... 6
MANAGEMENT'S DISCUSSION AND ANALYSIS..................................... 8
PART II. OTHER INFORMATION.............................................. 14
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PLAINS RESOURCES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
================================================================================
MARCH 31, DECEMBER 31,
1997 1996
----------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,114 $ 2,517
Accounts receivable and other 85,658 94,778
Inventory 10,210 4,563
----------- -----------
Total current assets 96,982 101,858
----------- -----------
PROPERTY AND EQUIPMENT
Oil and natural gas properties - full
cost method:
Subject to amortization 415,081 384,019
Not subject to amortization 47,570 41,698
Downstream assets, primarily crude oil
terminal and storage facility 35,388 35,122
Other property and equipment 8,417 8,275
----------- -----------
506,456 469,114
Less allowance for depreciation,
depletion and amortization (163,087) (158,074)
----------- -----------
343,369 311,040
----------- -----------
DEFERRED INCOME TAXES, NET 5,553 7,301
OTHER ASSETS 13,672 10,050
----------- -----------
$ 459,576 $ 430,249
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and other current liabilities $ 90,996 $ 93,242
Interest payable 1,393 5,089
Royalties payable and drilling advances 7,052 7,859
Notes payable and other current obligations 511 511
----------- -----------
Total current liabilities 99,952 106,701
BANK DEBT 104,000 72,700
SUBORDINATED DEBT 149,136 149,121
OTHER LONG-TERM DEBT 3,578 3,578
OTHER LONG-TERM LIABILITIES 3,264 2,577
----------- -----------
359,930 334,677
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STOCKHOLDERS' EQUITY
Common stock, $.10 par value, 50,000,000
shares authorized;
issued and outstanding 16,538,649
at March 31, 1997, and 16,518,645 shares
at December 31, 1996 1,654 1,652
Additional paid-in capital 120,232 120,051
Accumulated deficit (22,240) (26,131)
----------- -----------
99,646 95,572
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$ 459,576 $ 430,249
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See notes to condensed consolidated financial statements.
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PLAINS RESOURCES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
================================================================================
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
----------- -----------
REVENUE
Oil and natural gas sales $ 26,279 $ 20,657
Marketing, transportation and storage 180,795 102,790
Interest and other income 58 66
----------- -----------
207,132 123,513
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EXPENSES
Production expenses 10,194 9,312
Purchases, transportation and storage 178,329 100,841
General and administrative 2,095 2,058
Depreciation, depletion and amortization 5,320 4,889
Interest expense 4,710 4,197
Litigation settlement -- 4,000
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200,648 125,297
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Income (loss) before income taxes and
extraordinary item 6,484 (1,784)
Income tax expense (benefit):
Current 114 --
Deferred 2,479 (11,000)
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INCOME BEFORE EXTRAORDINARY ITEM 3,891 9,216
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt -- (8,507)
----------- -----------
NET INCOME $ 3,891 $ 709
=========== ===========
Net income per common and common equivalent share:
Before extraordinary item $ 0.22 $ 0.54
Extraordinary item -- (0.50)
----------- -----------
$ 0.22 $ 0.04
=========== ===========
Weighted average number of common and common
equivalent shares 18,033 16,933
=========== ===========
See notes condensed consolidated financial statements.
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PLAINS RESOURCES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands)
================================================================================
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 7,028 $ 5,004
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for acquisition, exploration
and development costs (35,481) (10,123)
Payment for additions to other
property and assets (4,158) (833)
----------- -----------
Net cash used in investing activities (39,639) (10,956)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 68,300 170,023
Principal payments of long-term debt (37,000) (160,300)
Costs incurred to redeem long-term debt -- (6,967)
Payments of other long-term debt -- (933)
Other (92) (147)
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Net cash provided by financing activities 31,208 1,676
----------- -----------
Net decrease in cash and cash equivalents (1,403) (4,276)
Cash and cash equivalents, beginning of period 2,517 6,129
----------- -----------
Cash and cash equivalents, end of period $ 1,114 $ 1,853
=========== ===========
See notes condensed consolidated financial statements.
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PLAINS RESOURCES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1 -- ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to interim financial reporting as
prescribed by the Securities and Exchange Commission ("SEC"). For further
information, refer to the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the SEC.
All material adjustments consisting only of normal recurring adjustments which,
in the opinion of management, were necessary for a fair statement of the results
for the interim periods, have been reflected. Certain reclassifications have
been made to the prior year statements to conform with the current year
presentation. The Company evaluates the capitalized costs of its oil and
natural gas properties on an ongoing basis and has utilized the most recently
available information to estimate its reserves at March 31, 1997, in order to
determine the realizability of such capitalized costs. Future events, including
drilling activities, product prices and operating costs, may affect future
estimates of such reserves.
NOTE 2 -- PROPERTY ACQUISITION
In March 1997, the Company completed the acquisition of Chevron USA's
("Chevron") interest in the Montebello Field for $25 million, effective
February 1, 1997. The assets acquired consist of a 100% working interest and a
99.2% net revenue interest in 55 producing oil wells and related facilities and
also include approximately 450 acres of surface fee lands. At the acquisition
date, the Montebello Field, which is located approximately 15 miles from the
Company's existing LA Basin operations, was producing approximately 800 barrels
of oil and 800 Mcf of gas per day and added approximately 23 million barrels of
oil equivalent to the Company's proved reserves. The acquisition was funded with
proceeds from the Company's revolving credit facility ("Revolving Credit
Facility").
NOTE 3 -- REVOLVING CREDIT FACILITY
In March 1997, the Company's Revolving Credit Facility and borrowing base
thereunder was increased to $165 million from $125 million. The Revolving
Credit Facility, as amended, converts to a term loan on July 1, 1999, with a
final maturity of July 1, 2004, and bears interest at the option of the Company
at LIBOR plus 1.375% or Base Rate (as defined therein). The Revolving Credit
Facility is guaranteed by all of the Company's principal subsidiaries and is
secured by the oil and gas properties of the Company and its subsidiaries and
the stock of all subsidiaries. At March 31, 1997, the Company had $104 million
in borrowings and a $1 million standby letter of credit outstanding under the
Revolving Credit Facility.
NOTE 4 -- EARNINGS PER SHARE
Earnings per share is based on the weighted average number of common and common
equivalent shares outstanding. Common equivalent shares include employee stock
options and warrants.
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In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per Share ("EPS").
SFAS 128 replaces the presentation of primary EPS with a presentation of basic
EPS and requires a dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures. Basic EPS
excludes dilutive securities and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
dilutive securities were converted into common stock and is computed similarly
to fully diluted EPS pursuant to previous accounting pronouncements. SFAS 128 is
effective for periods ending after December 15, 1997, including interim periods,
although earlier application is not permitted. SFAS 128 requires restatement of
all prior period EPS data presented.
For the three months ended March 31, 1997 and 1996, the Company reported primary
EPS of $.22 per share and $.04 per share, respectively. Under SFAS 128, basic
EPS for the respective periods would have been $0.24 and $0.04, respectively,
and diluted EPS would have been $0.22 and $0.04, respectively.
Page 7 of 16
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MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
For the quarter ended March 31, 1997, the Company reported net income of $3.9
million, or $.22 per share, a 77% increase over net income from recurring
activities of $2.2 million, or $.13 per share for the 1996 comparative quarter.
Including nonrecurring items, the Company reported net income of $709,000, or
$.04 per share for the first quarter of 1996. Cash flow from operations (net
income plus noncash expenses) increased 66% to $11.8 million from $7.1 million,
while earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased 46% to $16.5 million from $11.3 million. Cash flow and EBITDA for
1996 exclude nonrecurring items. Net cash provided by operating activities, as
reported in the condensed consolidated statements of cash flows, increased to
$7.0 million for the three months ended March 31, 1997, as compared to $5.0
million for the 1996 comparative period. The improvement in operating results
is primarily attributable to increased oil production and expanded unit
operating margins in the upstream segment and a 27% increase in gross margin in
the downstream segment.
Nonrecurring items during the first quarter of 1996 include an $8.5 million
extraordinary loss associated with the early redemption of the Company's $100
million of 12% Senior Subordinated Notes (the "12% Notes"), a $4.0 million
charge related to the settlement of litigation and an $11.0 million tax benefit
related to the reversal of a portion of the valuation reserve against the
Company's net deferred tax asset.
Upstream Results
The following table sets forth certain upstream operating information of the
Company for the periods presented:
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
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(IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
AVERAGE DAILY PRODUCTION VOLUMES
BARRELS OF OIL EQUIVALENT ("BOE")
LA Basin (89% oil)...................... 10.1 8.7
S. Florida (100% oil)................... 5.2 3.2
Illinois Basin (100% oil)............... 3.4 3.5
Other properties........................ 0.1 0.2
------- -------
Total (94% oil)......................... 18.8 15.6
======= =======
UNIT ECONOMICS
Average sales price per BOE............. $ 15.51 $ 14.55
Production expenses per BOE............. 6.02 6.56
------- -------
Gross margin per BOE.................... 9.49 7.99
Upstream G&A expense per BOE............ 0.74 0.91
------- -------
Gross profit per BOE.................... $ 8.75 $ 7.08
======= =======
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Oil and natural gas production for the first quarter of 1997 increased
approximately 21% to an average of 18,800 BOE per day as compared to the first
quarter 1996 average of 15,600 BOE per day. Total production for the three
month periods ended March 31, 1997 and 1996, was 1.69 million BOE and 1.42
million BOE, respectively. Upstream, the Company's unit gross margin increased
to $9.49 per BOE, a 19% improvement over the $7.99 per BOE recorded in last
year's first quarter. Unit gross profit, which deducts all pre-interest cash
costs attributable to the upstream segment, was $8.75 per BOE, up 24% over the
1996 amount of $7.08 per BOE.
The increase in production volumes is primarily attributable to the Company's
ongoing exploitation activities on its three core properties. In addition, the
Company completed the acquisition of Chevron USA's ("Chevron") interest in the
Montebello Field (the "Montebello Acquisition") during the quarter. The
Montebello Field, which is located approximately 15 miles from the Company's
existing LA Basin operations, was producing approximately 800 barrels of oil and
800 Mcf of natural gas per day at the acquisition date. From the acquisition's
effective date of February 1, 1997, the Montebello Field contributed
approximately 56,000 BOE to the Company's production during the quarter, or an
average of approximately 600 BOE per day. The comparative incremental impact of
the Montebello Acquisition was partially offset by noncore property sales during
1996 which contributed 18,000 BOE to the 1996 first quarter production.
Net daily production in the LA Basin increased approximately 16% to 10,100 BOE
in the first quarter of 1997 compared to 8,700 BOE in the same quarter of 1996.
Excluding the production from the Montebello Field, production was 9,500 BOE per
day which represents a 9% increase over the comparative prior year quarter. Net
daily production in the Illinois Basin averaged approximately 3,400 barrels per
day during the first quarter of 1997, down approximately 3% as compared to the
1996 first quarter average of 3,500 barrels per day. Net daily production in
the Sunniland Trend of South Florida averaged approximately 5,200 barrels per
day during the first quarter of 1997, a 63% increase over the 3,200 barrels per
day averaged during the first quarter of 1996. Due to the high volume of
production that is generated by a few wells in the Sunniland Trend, abrupt or
abnormal declines or downtime due to mechanical, marketing, or other conditions
on any of the properties in this area could have a significant impact on
production.
Oil and natural gas revenues increased 27% to $26.3 million for the first
quarter of 1997 due to increased production volumes and higher average product
prices. The Company's average product price, which represents a combination of
fixed and floating price sales arrangements and incorporates location and
quality discounts from the benchmark NYMEX price was $15.51 per BOE, up 7% over
the 1996 first quarter average price of $14.55 per BOE. The NYMEX benchmark
West Texas Intermediate ("WTI") crude oil price averaged $22.83 per barrel
during the 1997 first quarter, compared to $19.55 per barrel for the same period
last year. The Company maintained hedges on approximately 70% of its production
in each respective period and, consequently, the impact of higher commodity
prices on the Company's results was limited. In addition, higher differentials
in the LA Basin and in the Sunniland Trend tended to offset the increase in the
spot price on oil production that was not hedged. These crude streams have a
high sulphur content and were affected more by the commencement of Iraqi crude
sales than oil with less sulphur. Iraqi crude also has a higher sulphur
content than WTI crude. A large portion of the increase in the Company's
average product price is attributable to an increase in the Company's average
hedge price which was approximately $1 per barrel higher for the first quarter
of 1997 than the prior year quarter. The Company's average benchmark NYMEX
price for its hedges during the first quarter of 1997 was approximately $19 per
barrel, less location and quality differentials. Hedging transactions had the
effect of decreasing the Company's average price per BOE by $3.25 and $0.99 in
the first quarter of 1997 and 1996, respectively.
Page 9 of 16
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Unit production expenses declined approximately 8% to $6.02 per BOE during the
quarter from the $6.56 per BOE for the 1996 quarter primarily due to increased
production levels in the Sunniland Trend and LA Basin and reduced expenses in
the Illinois Basin due to operational modifications. Unit production expenses
declined in each of the Company's three core areas from the first quarter 1996
levels, with the LA Basin declining 5% to $6.23 per BOE, the Sunniland Trend
declining 13% to $4.04 per BOE, and the Illinois Basin declining about 1% to
$8.38 per BOE. Total production expenses increased to $10.2 million from $9.3
million for the first quarter of 1996 primarily due to the Montebello
Acquisition and increased production levels.
Unit G&A expense in the upstream segment declined 19% to $.74 per BOE from $.91
per BOE due to increased production levels and to the Company's ongoing focus on
cost control. Depreciation, depletion and amortization ("DD&A") per BOE
declined to $2.75 for the first quarter of 1997 from $3.00 per BOE in the 1996
comparative quarter. Such reduction is attributable to the increase in proved
reserves from the Company's acquisition and exploitation activities and the
impact of higher commodity prices on proved reserve volumes. The Company
estimates that its DD&A rate for the remainder of 1997 will increase to
approximately $2.85 per BOE to reflect the proved reserve volumes associated
with a NYMEX benchmark crude oil price of approximately $19.00 to $20.00 per
barrel.
Downstream Results
The following table sets forth certain downstream operating information of the
Company for the periods presented:
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
----------- -----------
(IN THOUSANDS)
Operating Results
Gross margin......................... $ 2,466 $ 1,949
G&A expense.......................... 837 763
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Gross profit......................... $ 1,629 $ 1,186
=========== ===========
AVERAGE DAILY VOLUMES
Crude oil barrels marketed........... 63 53
Cushing Terminal throughput barrels.. 71 59
The Company's downstream segment reported gross margin (marketing,
transportation and storage revenues less purchases, transportation and storage
expenses) of $2.5 million for the first quarter of 1997, reflecting an
approximate 27% increase over the $1.9 million reported for the 1996 quarter.
Gross revenues were $180.8 million and $102.8 million for the respective
periods. Gross profit (gross margin less downstream G&A expenses) increased 37%
to $1.6 million versus $1.2 million in the first quarter of 1996. The increases
in gross margin and gross profit are due to increased business activities for
this segment. Downstream G&A expenses increased from $763,000 to $837,000 in
the current year quarter primarily as a result of additional positions added to
further expand marketing activities. Average crude oil volumes marketed
increased approximately 19% to 63,000 barrels per day from the 53,000 barrels
per day averaged during the 1996 quarter. Throughput activity at the Company's
Cushing, Oklahoma, storage and terminal facility (the "Cushing Terminal")
increased about 20% to an average of 71,000 barrels per day. The 1996 first
quarter throughput averaged approximately 59,000 barrels per day.
Page 10 of 16
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A strong backward market for crude oil existed during 1996 and the first part of
the first quarter of 1997. However, during the later part of the first quarter
and the first part of the second quarter of 1997, such market has been in a less
backward orientation, at times bordering on a flat to somewhat contango market.
Typically, margins for crude oil marketing are strongest in a backward market.
During a contango market, when marketing margins are generally smaller, the
Company's terminalling and storage operations at the Cushing Terminal typically
become more profitable due to (i) the Company's ability to take delivery on
crude oil which is simultaneously purchased and resold at a profit for delivery
in a subsequent month and (ii) the increased demand by third parties for storage
capacity. With the balance provided by such terminalling and storage activities
and the increased terminal throughput scheduled for the second quarter of 1997,
the Company expects its downstream segment results for such quarter to compare
favorably to the second quarter of 1996.
General
Total G&A expenses increased slightly to $2.1 million for the first quarter of
1997, as a result of increased G&A expenses in the downstream segment, offset
somewhat by decreased expenses in the upstream segment. Interest expense for
the quarter ended March 31, 1997, increased to $4.7 million from $4.2 million
for the comparative prior year quarter primarily due to higher outstanding debt
which was partially offset by a lower overall average interest rate. The 1996
quarter includes interest on the 12% Notes which were redeemed in March 1996
with the proceeds from the sale of $150 million of 10.25% Senior Subordinated
Notes due 2006, (the "10.25% Notes"). In addition, capitalized interest
decreased to $.7 million for the three months ended March 31, 1997, from $.9
million for the 1996 quarter.
During the first quarter of 1997, the Company recognized a deferred tax
provision of $2.5 million and a current tax provision of $.1 million. During
the first quarter of 1996, the Company recognized an $11 million deferred tax
benefit resulting from the reduction in the valuation allowance which was
reserved against its net deferred tax asset.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per Share ("EPS").
SFAS 128 replaces the presentation of primary EPS with a presentation of basic
EPS and requires a dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures. Basic EPS
excludes dilutive securities and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
dilutive securities were converted into common stock and is computed similarly
to fully diluted EPS pursuant to previous accounting pronouncements. SFAS 128
is effective for periods ending after December 15, 1997, including interim
periods, although earlier application is not permitted. SFAS 128 requires
restatement of all prior period EPS data presented.
For the three months ended March 31, 1997 and 1996, the Company reported primary
EPS of $.22 per share and $.04 per share, respectively. Under SFAS 128, basic
EPS for the respective periods would have been $0.24 and $0.04, respectively,
and diluted EPS would have been $0.22 and $0.04, respectively.
CAPITAL RESOURCES, LIQUIDITY AND FINANCIAL CONDITION
In March 1997, the Company completed the acquisition of Chevron's interest in
the Montebello Field for $25 million, effective February 1, 1997. The assets
acquired consist of a 100% working interest and a 99.2% net revenue interest in
55 producing oil wells and related facilities and also include approximately 450
acres of surface fee lands. At the acquisition date, the Montebello Field,
which is located approximately 15 miles from the Company's existing LA Basin
operations, was producing approximately
Page 11 of 16
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800 barrels of oil and 800 Mcf of gas per day and added approximately 23 million
barrels of oil equivalent to the Company's proved reserves. The Montebello
Acquisition was funded with proceeds from the Company's revolving credit
facility ("Revolving Credit Facility").
In March 1997, the Company's Revolving Credit Facility and borrowing base
thereunder was increased to $165 million from $125 million. The Revolving
Credit Facility, as amended, converts to a term loan on July 1, 1999, with a
final maturity of July 1, 2004, and bears interest at the option of the Company
at LIBOR plus 1.375% or Base Rate (as defined therein). The Revolving Credit
Facility is guaranteed by all of the Company's principal subsidiaries and is
secured by the oil and gas properties of the Company and its subsidiaries and
the stock of all subsidiaries. At March 31, 1997, the Company had $104 million
in borrowings and a $1 million standby letter of credit outstanding under the
Revolving Credit Facility.
At March 31, 1997, the Company had a working capital deficit of approximately
$3.0 million compared to a deficit of $4.8 million at December 31, 1996. The
Company has historically operated with a working capital deficit due primarily
to ongoing capital expenditures that have been financed through cash flow and
the Revolving Credit Facility.
INVESTING AND FINANCING ACTIVITIES
Net cash flows used in investing activities were $39.6 million and $11.0 million
for the three months ended March 31, 1997 and 1996, respectively. Investing
activities include payments for acquisition, exploration and development costs
of $35.5 million and $10.1 million for these same periods, respectively.
Included in the 1997 amount is approximately $25 million related to the
Montebello Acquisition.
Net cash provided by financing activities amounted to $31.2 million and $1.7
million for the three months ended March 31, 1997 and 1996, respectively.
Approximately $25 million borrowed under the Revolving Credit Facility to fund
the Montebello Acquisition is included in proceeds from long-term debt in 1997.
Financing activities during 1996 include net proceeds of approximately $144.6
million from the sale of the 10.25% Notes, approximately $107 million for the
repayment of the 12% Notes, including the 6% call premium and the net defeasance
costs, and approximately $42 million for the repayment of the acquisition bridge
indebtedness incurred to fund the acquisition of the Illinois Basin properties.
Included in both years are net proceeds from borrowings under the Revolving
Credit Facility as a result of acquisition, exploration and development
activities.
CHANGING OIL AND NATURAL GAS PRICES
The Company is heavily dependent on crude oil prices which have historically
been volatile. Although the Company has routinely hedged a substantial portion
of its crude oil production and intends to continue this practice, future crude
oil price declines would have a negative impact on the Company's overall
results, and therefore its liquidity. Furthermore, low crude oil prices could
affect the Company's ability to raise capital on terms favorable to the Company.
For the last nine months of 1997, the Company has hedged an average of
approximately 13,700 barrels of oil per day. This hedge position represents
approximately 77% of first quarter 1997 average daily oil volumes and provides
downside price protection at a NYMEX benchmark price of approximately $19.00 per
barrel. Approximately 4,000 barrels per day of the hedged position participates
in price increases up to $24.00 per barrel. Thus, based on first quarter 1997
production volumes, approximately 45% of the Company's production will receive
the benefit of price increases up to $24.00 per barrel and 23% will participate
beyond such limit. The hedge prices are before deductions for quality and area
differentials.
Page 12 of 16
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FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
All statements, other than statements of historical facts, included in the
Report which address activities, events or developments that the Company expects
or anticipates will or may occur in the future are forward-looking statements.
Such forward-looking statements are subject to risks and uncertainties
including, among other things, market conditions, drilling and operating
hazards, uncertainties inherent in estimating oil and gas reserves and other
factors discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Page 13 of 16
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PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
Since the Company acquired its South Florida Sunniland Trend properties in
1993, substantially all crude oil production therefrom has been transported
by a third party pipeline company. The current pipeline service agreement
(the "Pipeline Agreement") will expire on June 30, 1997, unless modified or
extended. Subject to economic and other considerations, such agreement
requires the parties to negotiate in good faith to extend such agreement or
enter into a new agreement. The Company has been in negotiations with the
pipeline company to continue to transport all or a portion of the crude oil
production on the existing pipeline system. However, no agreements have been
reached. As a safeguard against the failure to agree on an extension or
modification of the Pipeline Agreement, the Company entered into a contingent
agreement with a local trucking company to transport all or part of its crude
oil production by trucks. Except as noted below, the Company has in place
the necessary facilities to convert to trucking.
Approximately 75% of the Company's Sunniland Trend oil production is derived
from one field, the production from which is transported by its own
proprietary pipeline to a ten acre surface lease (the "Lease") held by the
Company on lands owned by the Miccosukee Tribe of Indians of Florida (the
"Tribe"). The Lease is located at the interconnect with the third party's
pipeline. In light of the possibility that the Pipeline Agreement may not be
modified or extended, the Company commenced construction in late January of a
storage tank and truck loading facilities on the Lease that would enable it
to truck crude oil from this location. The pipeline company has taken issue
with the Company's assertion of its rights to transport its crude oil
production by trucks upon the termination of the existing contract, alleging
that the pipeline company had recently acquired an exclusive license to
transport production from the Tribe's lands. The Company notified the
pipeline company that it believes these allegations are without merit and
that the exclusive license would be a violation of the Lease with the Tribe.
Subsequently, the Tribe's legal representatives notified the pipeline company
that the purported exclusive license claimed by the pipeline company is void,
unenforceable and of no force or effect. However, the Tribal Chairman
directed the Company to cease its construction operations on the Lease,
claiming that both construction and trucking operations must be approved by
the Tribe and the Bureau of Indian Affairs (the "BIA"). The Company's
position is that construction and trucking operations are permitted under the
Lease and that no further approval is required from the Tribe or the BIA.
However, the Company has suspended construction operations while it continues
discussion of this matter with representatives of the Tribe. The Company is
also continuing negotiations with the pipeline company. If these
controversies are not resolved, litigation could result and this portion of
the Company's Sunniland Trend production could be curtailed until trucking
can be commenced or the Company agrees to extend the Pipeline Agreement or
enter into a new contract with the pipeline company. The pipeline company's
most recent proposal for an extension of the Pipeline Agreement would provide
for a rate which is approximately $.15 per barrel above the current rate and
which would be $.80 per barrel higher than the alternative trucking rate.
Item 2 - Material Modification of Rights of Registrant's Securities
None
Item 3 - Defaults on Senior Securities
None
Page 14 of 16
<PAGE>
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 -
A. Exhibits
10(o) Second Amendment to Third Amended and Restated Credit
Agreement dated as of March 7, 1997, among the Company and
Internationale Nederlanden (U.S.) Capital Corporation, et.al.
11. Computation of per share earnings
27. Financial Data Schedule
B. Report on Form 8-K
None
Page 15 of 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 and thereunto duly authorized.
PLAINS RESOURCES INC.
Date: May 13, 1997 By: /s/ Cynthia A. Feeback
__________________________________
Cynthia A. Feeback, Controller and
Principal Accounting Officer
(Principal Accounting Officer)
Page 16 of 16
<PAGE>
EXHIBIT 10(o)
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of the 7th day of March, 1997, by and among PLAINS
RESOURCES INC., a Delaware corporation (the "Company"), ING (U.S.) CAPITAL
CORPORATION, f/k/a Internationale Nederlanden (U.S.) Capital Corporation, as
Agent ("Agent"), and the Lenders under the Original Agreement (as defined
herein).
W I T N E S S E T H:
WHEREAS, the Company, Agent and Lenders entered into that certain Third
Amended and Restated Credit Agreement dated as of April 11, 1996, as amended by
that certain First Amendment to Third Amended and Restated Credit Agreement
dated December 16, 1996 (as amended, the "Original Agreement") for the purposes
and consideration therein expressed, pursuant to which Lenders became obligated
to make and made loans to the Company as therein provided; and
WHEREAS, the Company, Agent and Lenders desire to amend the Original
Agreement for the purposes described herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Original Agreement, in consideration
of the loans which may hereafter be made by Lenders to the Company, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I. -- Definitions and References
(S) 1.1. Terms Defined in the Original Agreement. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment.
(S) 1.2. Other Defined Terms. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to
them in this (S) 1.2.
"Amendment" means this Second Amendment to Third Amended and Restated
Credit Agreement.
"Amendment Documents" means this Amendment, the Renewal Notes, and the
Mortgage Amendments described in Section 3.1(iv)(A) hereof.
"Credit Agreement" means the Original Agreement as amended hereby.
-1-
<PAGE>
"Original Notes" means the "Notes" referred to and defined as such in
the Original Agreement.
"Renewal Notes" has the meaning given it in Section 3.1(iii).
ARTICLE II. -- Amendments
(S) 2.1 Definitions. The definitions of "Commitment", "Majority
Lenders", "Percentage Share", "Quarterly Date" and "Revolving Credit Termination
Date" set forth in Section 1.01 of the Original Agreement are hereby amended in
their entirety to read as follows:
"Commitment" shall mean the obligation of Lenders to make Loans in an
aggregate amount at any one time outstanding up to but not exceeding
$165,000,000, as the same may be reduced at any time or from time to time
pursuant to Sections 2.03(a), (b) or (c).
"Majority Lenders" shall mean Lenders having Percentage Shares equal
to sixty-six and two-thirds percent (66 2/3%).
"Percentage Share" shall mean, with respect to any Lender (a) when
used in Section 2.01 or when no Loans are outstanding hereunder, the
percentage set forth opposite such Lender's name on the Lender Schedule
attached to this Agreement, as from time to time amended or supplemented,
or with respect to a Person who shall become a Lender after the date of
this Agreement, the percentage of the Commitment and Loans assigned to and
assumed by such Lender, as set forth in the assignment made pursuant to
Section 11.06(b), and (b) when used otherwise, the percentage equal to the
unpaid principal balance of such Lender's Loans at the time in question
divided by the aggregate unpaid principal balance of all Loans at such
time.
"Quarterly Dates" shall mean the first Business Day of April, July,
October and January in each year, the first of which shall be April 1,
1997.
"Revolving Credit Termination Date" shall mean the earlier of (a) July
1, 1999 and (b) the date on which the Commitment is reduced to zero or
terminated pursuant to Section 2.03 hereof.
(S) 2.2 Commitment Fee. The reference to "a rate per annum equal to one-
half of one percent (0.5%)" in the first sentence of Section 2.04(a) of the
Original Agreement is hereby amended to refer instead to "a rate per annum equal
to three-eighths of one percent (0.375%)".
(S) 2.3 Repayment of Term Loans. Section 3.01(b) of the Original
Agreement is hereby amended in its entirety to read as follows:
(b) The Company will repay the principal of the Term Loans in twenty
installments payable on each Quarterly Date beginning October 1, 1999, with
the final installment being due and payable on or before July 1, 2004.
Each such installment shall
-2-
<PAGE>
be equal to one-twentieth of the original principal amount of the Term
Loans as of the Revolving Credit Termination Date. In any event all unpaid
principal and interest shall be due and payable in full on the final
maturity of July 1, 2004. As set forth in Section 2.07(c), all optional and
mandatory prepayments made on the Term Loans shall be applied to the
scheduled installments in inverse order of their maturity.
(S) 2.4. Indebtedness. Section 8.09(a) of the Original Agreement is
hereby amended in its entirety to read as follows:
(a) the Obligations;
(S) 2.5. Amendments. Section 11.04 of the Original Agreement is hereby
amended in its entirety to read as follows:
11.04 Amendments, Etc. No amendment, modification or waiver of any
provision of this Agreement shall be valid or effective against any party
hereto unless the same is in writing and signed by (a) if such party is the
Company, by the Company, (b) if such party is Agent, by Agent, and (c) if
such party is a Lender, by Majority Lenders; provided, notwithstanding the
foregoing or anything to the contrary herein, no such amendment,
modification or waiver shall be valid or effective against any Lender
(unless signed by such Lender) which would: (i) increase the Commitment of
such Lender or subject such Lender to any additional obligations, (ii)
reduce any fees hereunder, or the principal of, or interest on, such
Lender's Note, (iii) postpone any date fixed for any payment of any such
fees, principal or interest, (iv) amend the definition herein of "Majority
Lenders" or otherwise change the aggregate amount of Percentage Shares
which is required for Agent, Lenders or any of them to take any particular
action under the Loan Documents, or (v) release the Company from its
obligation to pay such Lender's Note or any Guarantor from its guaranty of
such payment; provided, further, in clarification of the foregoing,
Majority Lenders may increase the aggregate Commitment of all Lenders
(pursuant to an increase in such Majority Lenders' individual Commitments),
provided that no individual Lender's Commitment may be increased in
connection with any such increase in the aggregate Commitment without such
individual Lender's consent as set forth in clause (i) above.
(S) 2.6. Lender Schedule. The Original Agreement is hereby amended by
adding a Lender Schedule immediately following the signature pages thereof in
the form of the Lender Schedule attached hereto.
(S) 2.7. Borrowing Base. Lenders hereby designate the Borrowing Base as
$165,000,000, effective for the period beginning on the date hereof, and
continuing until but not including the next date as of which the Borrowing Base
is redetermined.
(S) 2.8. Florida Mortgaged Property. Each Lender hereby acknowledges and
agrees that at the request of Borrower the Sixth Amendment to Deed of Trust,
Mortgage, Assignment, Security Agreement, Financing Statement and Fixture Filing
described in Section 3.1(iv)(A)(i) hereof provides that the indebtedness secured
by properties located in the State of Florida shall be limited to the amount of
$125,000,000.
-3-
<PAGE>
ARTICLE III. -- Conditions of Effectiveness
(S) 3.1. Effective Date. This Amendment shall become effective as of the
date first above written when and only when (i) Agent shall have received, at
Agent's office, a counterpart of this Amendment executed and delivered by the
Company and each Lender, (ii) the Company shall have paid to Agent for the
account of each Lender according to its Percentage Share a facility increase fee
in the aggregate amount of $100,000, (iii) the Company shall have issued and
delivered to each Lender a promissory note with appropriate insertions in the
form attached hereto as Exhibit A payable to the order of such Lender on or
before July 1, 2004 (collectively, the "Renewal Notes"), duly executed on behalf
of the Company, dated the date hereof, and expressly renewing, extending and
increasing, but not novating or extinguishing, such Lender's Original Note, and
(iv) Agent shall have additionally received all of the following documents, each
document (unless otherwise indicated) being dated the date of receipt thereof by
Agent, duly authorized, executed and delivered, and in form and substance
satisfactory to Agent:
(A) Mortgage Amendments. (i) That certain Sixth Amendment to Deed of
Trust, Mortgage, Assignment, Security Agreement, Financing Statement and
Fixture Filing of even date herewith by Calumet, Stocker, the Company and
Agent, for the benefit of Lenders, amending that certain Deed of Trust,
Mortgage, Assignment, Security Agreement and Fixture Filing dated February
11, 1994 by Calumet Florida, Inc., Stocker Resources, L.P., the Company and
Plains Resources Utah Inc. in favor of Agent for the benefit of Lenders, as
heretofore amended, and (ii) that certain Second Amendment to Mortgage,
Assignment, Security Agreement, Financing Statement and Fixture Filing of
even date herewith by Plains Illinois and Agent, for the benefit of
Lenders, amending that certain Mortgage, Assignment, Security Agreement and
Fixture Filing dated March 19, 1996 by Plains Illinois Inc. in favor of
Agent for the benefit of Lenders, as heretofore amended.
(B) Opinions of Counsel for the Company. A written opinion of (I)
Michael Patterson, Esq., counsel for the Company, dated as of the date of
this Amendment, addressed to Agent and Lenders, to the effect that the
Amendment Documents have been duly authorized, executed and delivered by
the Company and the Subsidiary Guarantors, and (II) Fulbright & Jaworski,
L.L.P., counsel for the Company, dated as of the date of this Amendment,
addressed to Agent and Lenders, to the effect that the Credit Agreement and
the Notes constitute the legal, valid and binding obligations of the
Company, enforceable in accordance with their terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency and similar laws and to general principles of equity) and that
the New York choice of law provisions contained therein are enforceable
under Texas law.
(C) Officer's Certificate. A certificate of a duly authorized officer
of the Company to the effect that all of the representations and warranties
set forth in Article IV hereof are true and correct at and as of the date
thereof.
(D) Supporting Documents. (I) A certificate of the Secretary of the
Company dated the date of this Amendment certifying that attached thereto
is a true and complete
-4-
<PAGE>
copy of resolutions adopted by the Board of Directors of the Company
authorizing the execution, delivery and performance of the Amendment
Documents and certifying the names and true signatures of the officers of
the Company authorized to sign the Amendment Documents and (II) such
supporting documents as Agent may reasonably request.
ARTICLE IV. -- Representations and Warranties
(S) 4.1. Representations and Warranties of the Company. In order to
induce Agent and Lenders to enter into this Amendment, the Company represents
and warrants to Agent and Lenders that:
(a) The representations and warranties contained in Section 7 of the
Original Agreement, are true and correct at and as of the time of the
effectiveness hereof, subject to the amendment of certain of the Schedules
to the Credit Agreement as attached hereto.
(b) The Company and the Subsidiaries are duly authorized to execute
and deliver this Amendment and the other Amendment Documents to the extent
a party thereto, and the Company is and will continue to be duly authorized
to borrow and perform its obligations under the Credit Agreement. The
Company and the Subsidiaries have duly taken all corporate action necessary
to authorize the execution and delivery of this Amendment and the other
Amendment Documents, to the extent a party thereto, and to authorize the
performance of their respective obligations thereunder.
(c) The execution and delivery by the Company and the Subsidiaries of
this Amendment and the other Amendment Documents, to the extent a party
thereto, the performance by the Company and the Subsidiaries of their
respective obligations hereunder and thereunder, and the consummation of
the transactions contemplated hereby and thereby, do not and will not
conflict with any provision of law, statute, rule or regulation or of the
certificate or articles of incorporation and bylaws of the Company or any
Subsidiary, or of any material agreement, judgment, license, order or
permit applicable to or binding upon the Company or any Subsidiary, or
result in the creation of any lien, charge or encumbrance upon any assets
or properties of the Company or any Subsidiary, except in favor of Agent
for the benefit of Lenders. Except for those which have been duly
obtained, no consent, approval, authorization or order of any court or
governmental authority or third party is required in connection with the
execution and delivery by the Company or any Subsidiary of this Amendment
or any other Amendment Document, to the extent a party thereto, or to
consummate the transactions contemplated hereby and thereby.
-5-
<PAGE>
(d) When this Amendment and the other Amendment Documents have been
duly executed and delivered, each of the Basic Documents, as amended by
this Amendment and the other Amendment Documents, will be a legal and
binding instrument and agreement of the Company and the Subsidiaries, to
the extent a party thereto, enforceable in accordance with its terms,
(subject, as to enforcement of remedies, to applicable bankruptcy,
insolvency and similar laws applicable to creditors' rights generally and
to general principles of equity).
ARTICLE V. -- Miscellaneous
(S) 5.1. Ratification of Agreements. The Original Agreement, as hereby
amended, is hereby ratified and confirmed in all respects. The Basic Documents,
as they may be amended or affected by this Amendment and/or the other Amendment
Documents, are hereby ratified and confirmed in all respects. Any reference to
the Credit Agreement in any Basic Document shall be deemed to refer to this
Amendment also. The execution, delivery and effectiveness of this Amendment and
the other Amendment Documents shall not, except as expressly provided herein or
therein, operate as a waiver of any right, power or remedy of Agent or any
Lender under the Credit Agreement or any other Basic Document nor constitute a
waiver of any provision of the Credit Agreement or any other Basic Document.
(S) 5.2. Ratification of Security Documents. The Company, Agent and
Lenders each acknowledge and agree that any and all indebtedness, liabilities or
obligations arising under or in connection with the Notes are Obligations and is
secured indebtedness under, and is secured by, each and every Security Document
to which the Company is a party. The Company hereby re-pledges, re-grants and
re-assigns a security interest in and lien on every asset of the Company
described as collateral in any Security Document.
(S) 5.3. Survival of Agreements. All representations, warranties,
covenants and agreements of the Company herein and in the other Amendment
Documents shall survive the execution and delivery of this Amendment and the
other Amendment Documents and the performance hereof and thereof, including
without limitation the making or granting of each Loan, and shall further
survive until all of the Obligations are paid in full. All statements and
agreements contained in any certificate or instrument delivered by the Company
or any Subsidiary hereunder, under the other Amendment Documents or under the
Credit Agreement to Agent or any Lender shall be deemed to constitute
representations and warranties by, or agreements and covenants of, the Company
under this Amendment and under the Credit Agreement.
(S) 5.4. Basic Documents. This Amendment and each of the other Amendment
Documents is a Basic Document, and all provisions in the Credit Agreement
pertaining to Basic Documents apply hereto and thereto.
-6-
<PAGE>
(S) 5.5. GOVERNING LAW. THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA IN ALL
RESPECTS, INCLUDING CONSTRUCTION, VALIDITY AND PERFORMANCE.
(S) 5.6. Counterparts. This Amendment and each of the other Amendment
Documents may be separately executed in counterparts and by the different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to constitute one and the same Amendment or Amendment Document, as the
case may be.
IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.
PLAINS RESOURCES INC.
By:/s/ Phillip D. Kramer
------------------------------------------
Phillip D. Kramer
Vice President and Chief Financial Officer
ING (U.S.) CAPITAL CORPORATION,
f/k/a Internationale Nederlanden (U.S.) Capital
Corporation, individually as a Lender and as
Agent
By: /s/ Christopher R. Wagner
------------------------------------------
Christopher R. Wagner, Vice President
THE FIRST NATIONAL BANK OF BOSTON, Lender
By: /s/ Christopher Holmgren
------------------------------------------
Name: Christopher Holmgren
Title: Director
-7-
<PAGE>
DEN NORSKE BANK ASA, Lender
By: /s/ Byron L. Cooley
-----------------------------------------
Name Byron L. Cooley
Title: Senior Vice President
By: /s/ Morten Bjornsen
-----------------------------------------
Name: Morten Bjornsen
Title: Senior Vice President
WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
(f/k/a First Interstate Bank of Texas, N.A.),
Lender
By: /s/ Ann M. Rhoads
------------------------------------------
Ann M. Rhoads, Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Lender
By: /s/ Scott H. Richardson
--------------------------------------------
Name: Scott H. Richardson
Title: Vice President
COMERICA BANK-TEXAS, Lender
By: /s/ James Kimble
-------------------------------------------
Name:James Kimble
Title: Energy Banking Officer
-8-
<PAGE>
CONSENT AND AGREEMENT
Each of the undersigned Subsidiary Guarantors hereby consents to the
provisions of this Amendment and the transactions contemplated herein and hereby
(i) acknowledges and agrees that any and all indebtedness, liabilities or
obligations arising under or in connection with the Notes are Obligations and
are secured indebtedness under, and are secured by, each and every Security
Document to which it is a party, (ii) re-pledges, re-grants and re-assigns a
security interest in and lien on all of its assets described as collateral in
any Security Document, (iii) ratifies and confirms its Amended and Restated
Guaranty dated April 11, 1996 made by it for the benefit of Agent and Lenders,
and (iv) expressly acknowledges and agrees that such Subsidiary Guarantor
guarantees all indebtedness, liabilities and obligations arising under or in
connection with the Notes pursuant to the terms of such Amended and Restated
Guaranty, and agrees that its obligations and covenants thereunder are
unimpaired hereby and shall remain in full force and effect. Each of the
undersigned hereby further agrees that any obligation of the Company arising
pursuant to Section 2.10 of the Credit Agreement shall constitute "Obligations"
under the Guaranty.
PLAINS MARKETING & TRANSPORTATION INC.
PLAINS RESOURCES INTERNATIONAL INC.
PLAINS TERMINAL & TRANSFER CORPORATION
PLX CRUDE LINES INC.
STOCKER RESOURCES, INC.
PLX INGLESIDE INC.
CALUMET FLORIDA, INC.
PLAINS ILLINOIS INC.
By: /s/ Phillip D. Kramer
---------------------------------------------
Phillip D. Kramer, Vice President
STOCKER RESOURCES, L.P.
By: Stocker Resources, Inc.,
its General Partner
By: /s/ Phillip D. Kramer
--------------------------------------------
Phillip D. Kramer, Vice President
-9-
<PAGE>
EXHIBIT 11. - COMPUTATION OF PER SHARE EARNINGS (in thousands except
per share data) (unaudited)
================================================================================
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------------------
MARCH 31, 1997 MARCH 31, 1996
------------------------- --------------------------
Common and Common and
Common Common
Equivalent Full Equivalent Full
Shares Dilution Shares Dilution
----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 16,535 16,535 16,182 16,182
Other dilutive securities 1,498 1,498 751 804
----------- ---------- ----------- ------------
Total shares outstanding for calculation 18,033 18,033 16,933 16,986
=========== ========== =========== ============
Net income available to common shareholders:
Before extraordinary item $ 3,891 $ 3,891 $ 9,216 $ 9,216
Extraordinary item -- -- 8,507 8,507
----------- ---------- ----------- ------------
$ 3,891 $ 3,891 $ 709 $ 709
=========== ========== =========== ============
Net income per share:
Before extraordinary item $ 0.22 $ 0.22 $ 0.54 $ 0.54
Extraordinary item -- -- $ (0.50) $ (0.50)
----------- ---------- ----------- ------------
$ 0.22 $ 0.22 $ 0.04 $ 0.04
=========== =========== =========== ============
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PLAINS
RESOURCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AS OF
MARCH 31, 1997, AND CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,114
<SECURITIES> 0
<RECEIVABLES> 84,714
<ALLOWANCES> 0
<INVENTORY> 10,210
<CURRENT-ASSETS> 96,982
<PP&E> 506,456
<DEPRECIATION> 163,087
<TOTAL-ASSETS> 459,576
<CURRENT-LIABILITIES> 99,952
<BONDS> 256,714
1,654
0
<COMMON> 0
<OTHER-SE> 97,992
<TOTAL-LIABILITY-AND-EQUITY> 459,576
<SALES> 207,074
<TOTAL-REVENUES> 207,132
<CGS> 188,523
<TOTAL-COSTS> 193,843
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,710
<INCOME-PRETAX> 6,484
<INCOME-TAX> 2,593
<INCOME-CONTINUING> 3,891
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,891
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
