U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 10-QSB
/X/ Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended September 30, 1996
or
/ / Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From __________ to ___________
______________________
Commission File Number 0-7406
______________________
PrimeEnergy Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
84-0637348
(IRS employer identification number)
One Landmark Square, Stamford, Connecticut 06901
(Address of principal executive offices)
(203) 358-5700
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
past 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 / /
The number of shares outstanding of each class of the Registrant's
Common Stock as of November 12, 1996 was: Common Stock, $0.10 par
value, 4,762,404 shares.
<PAGE>
PrimeEnergy Corporation
Index to Form 10-QSB
September 30, 1996
Part I - Financial Information
Consolidated Balance Sheets - September 30, 1996 and
December 31, 1995 3-4
Consolidated Statements of Operations for the nine months
ended September 30, 1996 and 1995 5
Consolidated Statements of Operations for the three months
ended September 30, 1996 and 1995 6
Consolidated Statement of Stockholders' Equity for the
nine months ended September 30, 1996 7
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1996 and 1995 8
Notes to Consolidated Financial Statements 9-17
Management's Discussion and Analysis of Financial Condition
and Results of Operations 18-23
Part II - Other Matters 24
Signatures 25
<PAGE>
PrimeEnergy Corporation
Consolidated Balance Sheets
September 30, 1996 and December 31, 1995
September 30, December 31,
1996 1995
(Unaudited) (Audited)
Current assets:
Cash and cash equivalents $ 1,711,000 $ 1,009,000
Restricted cash and cash
equivalents (Note 2) 743,000 713,000
Accounts receivable (Note 3) 3,753,000 2,311,000
Due from related parties (Note 9) 2,921,000 2,939,000
Prepaid expenses 115,000 151,000
Other current assets 182,000 597,000
Deferred income taxes 198,000 198,000
---------- ----------
Total current assets 9,623,000 7,918,000
---------- ----------
Property and equipment, at cost(Notes 1 and 4):
Oil and gas properties (successful
efforts method):
developed 33,425,000 25,024,000
undeveloped 369,000 --
Furniture, fixtures and equipment
including leasehold improvements 5,005,000 4,696,000
---------- ----------
38,799,000 29,720,000
Accumulated depreciation and depletion (20,166,000) (17,766,000)
---------- ----------
Net property and equipment 18,633,000 11,954,000
---------- ----------
Other assets 591,000 487,000
Due from affiliates 325,000 325,000
---------- ----------
Total assets $ 29,172,000 $20,684,000
========== ==========
See accompanying notes to the consolidated financial statements.
3
<PAGE>
PrimeEnergy Corporation
Consolidated Balance Sheets
September 30, 1996 and December 31, 1995
September 30, December 31,
1996 1995
(Unaudited) (Audited)
Current liabilities:
Current portion of other long-term
obligations (Note 6) $ 80,000 $ 202,000
Accounts payable 3,460,000 2,691,000
Accrued liabilities:
Payroll, Benefits and Related Items 878,000 522,000
Taxes (Note 1) -- 26,000
Interest and other 476,000 617,000
Due to related parties (Note 9) 1,177,000 1,319,000
---------- ----------
Total current liabilities 6,071,000 5,377,000
---------- ----------
Long-term bank debt (Note 5) 15,500,000 7,400,000
Other long-term obligations (Note 6) 267,000 507,000
Deferred income taxes (Note 1) 331,000 333,000
Payable for encumbered treasury
stock (Note 10) 845,000 --
Stockholders' equity:
Preferred stock, $.10 par, authorized
10,000 shares; none issued -- --
Common stock, $.10 par value, authorized
15,000,000 shares; issued 7,597,970
in 1996 and 1995 760,000 760,000
Paid in capital 10,888,000 10,888,000
Accumulated deficit (598,000) (992,000)
Encumbered treasury stock (Note 10) (845,000) --
---------- ----------
10,205,000 10,656,000
Treasury stock, at cost, 2,517,450
common shares in 1996 and 2,361,961
common shares in 1995 (4,047,000) (3,589,000)
---------- ----------
Total stockholders' equity 6,158,000 7,067,000
---------- ----------
Total liabilities and equity $ 29,172,000 $ 20,684,000
========== ==========
See accompanying notes to the consolidated financial statements.
4
<PAGE>
PrimeEnergy Corporation
Consolidated Statements of Operations
Nine Months Ended September 30, 1996 and 1995
(Unaudited)
1996 1995
Revenue:
Oil and gas sales $ 7,005,000 $ 4,392,000
District operating income 7,289,000 7,234,000
Administrative revenue (Note 9) 1,212,000 1,243,000
Reporting and management fees (Note 9) 263,000 275,000
Interest and other income 117,000 102,000
---------- ----------
Total revenue 15,886,000 13,246,000
---------- ----------
Costs and expenses:
Lease operating expense 3,966,000 3,031,000
District operating expense 5,419,000 5,324,000
Depreciation and depletion of
oil and gas properties 2,671,000 1,576,000
General and administrative expense 2,599,000 2,294,000
Exploration costs 266,000 26,000
Interest expense (Notes 5 and 6) 682,000 511,000
---------- ----------
Total costs and expenses 15,603,000 12,762,000
---------- ----------
Income from operations 283,000 484,000
Gain on sale and exchange of assets 155,000 39,000
---------- ----------
Net income before income taxes 438,000 523,000
Provision for income taxes 44,000 52,000
---------- ----------
Net income $ 394,000 $ 471,000
========== ==========
Primary income per common share (Note 11) $0.07 $0.08
==== ====
Fully diluted income per common share (Note 11) $0.07 $0.08
==== ====
See accompanying notes to consolidated financial statements.
5
<PAGE>
PrimeEnergy Corporation
Consolidated Statements of Operations
Three Months Ended September 30, 1996 and 1995
(Unaudited)
1996 1995
Revenue:
Oil and gas sales $ 2,996,000 $ 1,352,000
District operating income 2,547,000 2,446,000
Administrative revenue (Note 9) 386,000 436,000
Reporting and management fees (Note 9) 85,000 99,000
Interest and other income 30,000 24,000
---------- ----------
Total revenue 6,044,000 4,357,000
---------- ----------
Costs and expenses:
Lease operating expense 1,568,000 1,006,000
District operating expense 1,838,000 1,770,000
Depreciation and depletion of
oil and gas properties 1,171,000 568,000
General and administrative expense 810,000 712,000
Exploration costs 75,000 26,000
Interest expense (Notes 5 and 6) 315,000 188,000
---------- ----------
Total costs and expenses 5,777,000 4,270,000
---------- ----------
Income from operations 267,000 87,000
Gain (loss) on sale and exchange of assets 40,000 5,000
---------- ----------
Net income before income taxes 307,000 92,000
Provision for income taxes 23,000 9,000
---------- ----------
Net income $ 284,000 $ 83,000
========== ==========
Primary income per common share (Note 11) $0.05 $0.01
==== ====
Fully diluted income per common share (Note 11) $0.05 $0.01
==== ====
See accompanying notes to consolidated financial statements.
6
<PAGE>
PrimeEnergy Corporation
Consolidated Statement of Stockholders' Equity
Nine Months Ended September 30, 1996
<TABLE>
<CAPTION>
Additional Encumbered
Common Stock Paid In Accumulated Treasury Treasury
Shares Amount Capital Deficit Stock Stock Total
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 7,597,970 $760,000 10,888,000 (992,000) (3,589,000) $7,067,000
Purchased 50,779
shares of common stock ($159,000) ($159,000)
Purchased 400,000
shares of encumbered
treasury stock
(Note 10) ($299,000) ($845,000) ($1,144,000)
Net income -- -- -- $394,000 -- $394,000
-------------------------------------------------------------------------------------------
Balance at September 30, 1996 7,597,970 $760,000 10,888,000 (598,000) (4,047,000) ($845,000) $6,158,000
===========================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE>
PrimeEnergy Corporation
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1996 and 1995
(Unaudited)
1996 1995
Net cash provided by (used in)
operating activities $ 3,204,000 $ 81,000
---------- ----------
Cash flows from investing activities:
Additions to property and equipment ( 9,974,000) (1,533,000)
Proceeds from sale of property
and equipment 232,000 89,000
Increase in notes receivable ( 40,000) --
---------- ----------
Net cash used in investing activities (9,782,000) (1,444,000)
---------- ----------
Cash flows from financing activities:
Purchase of treasury stock (458,000) (796,000)
Increase in long-term bank debt and
other long-term obligations 22,728,000 9,834,000
Repayment of long-term bank debt and
other long-term obligations (14,990,000) (9,506,000)
---------- ----------
Net cash provided by (used in)
financing activities 7,280,000 (468,000)
---------- ----------
Net increase (decrease) in cash and
cash equivalents 702,000 (1,831,000)
Cash and cash equivalents at the
beginning of the period 1,009,000 2,361,000
---------- ----------
Cash and cash equivalents at the
end of the period $ 1,711,000 $ 530,000
========== ==========
See accompanying notes to consolidated financial statements.
8
<PAGE>
PrimeEnergy Corporation
Notes to Consolidated Financial Statements
September 30, 1996
(1) Summary of Significant Accounting Policies:
(a) Company operations-
PrimeEnergy Corporation ("PEC"), a Delaware corporation, was
organized in March 1973, and in May 1989 acquired PrimeEnergy
Management Corporation ("PEMC") as a wholly-owned subsidiary. In
September 1990, PEC acquired field service equipment from the
Eastern Service Joint Venture and established Eastern Oil Well
Service Company ("EOWSC") as a wholly-owned subsidiary. During
1992, Prime Operating Company ("POC") was formed as a wholly-
owned subsidiary of PEC to act as operator for the majority of
the producing oil and gas properties owned by the company and
affiliated entities. Also during 1992, PEC acquired additional
field service equipment and formed Southwest Oilfield
Construction Company ("SOCC") as a wholly-owned subsidiary. The
Consolidated Financial Statements include the accounts of
PrimeEnergy Corporation and its subsidiaries (collectively, the
"Company"). In the opinion of the Company, the accompanying
unaudited consolidated financial statements reflect all necessary
adjustments and elimination of all significant intercompany
transactions and balances to present fairly the financial
position as of September 30, 1996 and December 31, 1995, and the
results of operations and cash flows for the periods ended
September 30, 1996 and 1995. All such adjustments are of a
normal recurring nature. The results of operations for the above
periods are not necessarily indicative of the results to be
expected for the full year.
9
<PAGE>
(b) Property and Equipment-
The Company follows the "successful efforts" method of accounting
for its oil and gas properties. Under the successful efforts
method, costs of acquiring undeveloped oil and gas leasehold
acreage, including lease bonuses, brokers' fees and other related
costs are capitalized. Provisions for impairment of undeveloped
oil and gas leases are based on periodic evaluations. Annual
lease rentals and exploration expenses, including geological and
geophysical expenses and exploratory dry hole costs, are charged
against income as incurred. Costs of drilling and equipping
productive wells, including development dry holes and related
production facilities are capitalized.
Depreciation and depletion of oil and gas production equipment
and properties are determined under the unit-of-production method
based on estimated proved recoverable oil and gas reserves.
Depreciation of all other equipment is determined under the
straight-line method using various rates based on useful lives.
(c) Income taxes-
The Company records income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes". SFAS No. 109 is an asset and liability approach
to accounting for income taxes, which requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's
financial statements or tax returns.
Deferred tax liabilities or assets are established for temporary
differences between financial and tax reporting bases and are
subsequently adjusted to reflect changes in the rates expected to
be in effect when the temporary differences reverse. Valuation
allowance is established for any deferred tax asset for which
realization is not likely.
(d) General and administrative expenses-
General and administrative expenses represent costs and expenses
associated with the operation of the Company. Certain
partnerships and trusts sponsored by the Company reimburse
general and administrative expenses incurred on their behalf.
10
<PAGE>
(e) Income per share-
Income per share of common stock has been computed based on the
weighted average number of common shares and common stock
equivalents outstanding during the respective periods.
(f) Statements of cash flows-
For purposes of the consolidated statements of cash flows, the
Company considers short-term, highly liquid investments with
original maturities of less than ninety days to be cash
equivalents.
(g) Concentration of Credit Risk-
The Company maintains significant banking relationships with
financial institutions in the State of Texas. The Company limits
its risk by periodically evaluating the relative credit standing
of these financial institutions.
(h) Hedging-
From time to time the Company may enter into futures contracts in
order to reduce its exposure related to changes in oil and gas
prices. In accordance with Statement of Financial Accounting
Standards No. 80, any gain or loss on such contracts is treated
as an adjustment to oil and gas revenue.
(i) Use of Estimates-
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
11
<PAGE>
(j) Recently Issued Accounting Standards-
In March 1995, FAS Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" was issued, effective January 1, 1996. FAS No. 121
requires that in the event certain facts and circumstances
indicate an asset may be impaired, an evaluation of
recoverability must be performed to determine whether or not the
carrying amount of the asset is required to be written down. The
adoption of this standard resulted in additional depletion
expense of $78,000 in the first quarter of 1996.
In October 1995, FAS Statement No. 123, "Accounting for Stock-
Based Compensation" was issued, effective January 1, 1996. The
Company will continue to measure compensation costs for its
employee stock compensation as prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees", and comply with the
disclosure requirements of FAS Statement No. 123 rather than
record compensation expense in accordance with the new standard.
(2) Restricted Cash and Cash Equivalents:
Restricted cash and cash equivalents includes $743,000 and
$467,000 at September 30, 1996 and December 31, 1995,
respectively, of cash primarily pertaining to unclaimed royalty
payments. There were corresponding accounts payable recorded at
September 30, 1996 and December 31, 1995 for these liabilities.
Restricted cash at December 31, 1995, also includes $246,000
relating to the 1994-I and 1995-I Development Programs.
12
<PAGE>
(3) Accounts Receivable
Accounts receivable at September 30, 1996 and December 31, 1995
consisted of the following:
September 30, December 31,
1996 1995
Joint Interest Billing $ 1,304,000 $ 918,000
Trade Receivables 159,000 98,000
Oil and Gas Sales 2,304,000 994,000
Other 32,000 399,000
--------- ---------
3,799,000 2,409,000
Less, Allowance for doubtful
accounts (46,000) ( 98,000)
--------- ---------
$ 3,753,000 $ 2,311,000
========= =========
(4) Property and Equipment
Property and equipment at September 30, 1996 and December 31,
1995 consisted of the following:
September 30, December 31,
1996 1995
Oil and gas properties
at cost $ 33,794,000 $ 25,024,000
Less, accumulated depletion
and depreciation (17,054,000) (14,956,000)
---------- ----------
16,740,000 10,068,000
---------- ----------
Furniture, fixtures and
and equipment 5,005,000 4,696,000
Less, accum. depreciation (3,112,000) (2,810,000)
---------- ----------
1,893,000 1,886,000
---------- ----------
Total net property and
equipment $ 18,633,000 $ 11,954,000
========== ==========
13
<PAGE>
(5) Long-Term Bank Debt
At December 31, 1995, the Company was party to a line of credit
agreement with a bank with a borrowing base of $12.5 million. On
July 19, 1996, the bank extended the borrowing base to a non-
reducing $19,250,000. Twenty-five percent of the borrowing is
syndicated to a second bank. The agreement provides for interest
at 1/2% over the bank's base rate as defined, or 2-3/4% over the
London Inter-Bank Offered Rate (LIBO) for the interest period
requested, payable at the end of the interest period.
Advances pursuant to the agreement are limited to the borrowing
base as defined in the agreement. Most of the Company's oil and
gas properties as well as certain receivables and equipment were
pledged as security under this agreement. Under the Company's
credit agreement, the Company is required to maintain, as
defined, a minimum current ratio, tangible net worth, debt
coverage ratio and interest coverage ratio.
(6) Other Long-Term Obligations:
Other long-term obligations at September 30, 1996 and December
31, 1995 consisted of the following:
September 30, December 31,
1996 1995
Subordinated debentures due
December 31, 1998 $ 225,000 $ 225,000
Installment notes payable 15,000 321,000
Capital lease obligations 107,000 163,000
--------- ---------
347,000 709,000
Less, current portion (80,000) (202,000)
--------- ---------
$ 267,000 $ 507,000
========= =========
The secured subordinated debentures are held by affiliated
Partnerships in which PEMC is a general partner. Interest was
payable at 9.25% through 1995, 6.5% through 1996 and 1% above
year end money market rates thereafter. The installment notes
bear interest ranging from 8.5% to 11.25%.
14
<PAGE>
(7) Contingent Liabilities:
PEMC, as managing general partner of the affiliated Partnerships,
is responsible for all Partnership activities, including the
review and analysis of oil and gas properties for acquisition,
the drilling of development wells and the production and sale of
oil and gas from productive wells. PEMC also provides the
administration, accounting and tax preparation work for the
Partnerships. PEMC is liable for all debts and liabilities of
the affiliated Partnerships, to the extent that the assets of a
given limited Partnership are not sufficient to satisfy its
obligations.
As a general partner, PEMC is committed to offer to purchase the
limited partners' interest in certain of its managed Partnerships
at various annual intervals. Under the terms of a partnership
agreement, PEMC is not obligated to purchase an amount greater
than 10% of the total partnership interest outstanding. In
addition, PEMC will be obligated to purchase interests tendered
by the limited partners only to the extent of one-hundred fifty
(150) percent of the revenues received by it from such
partnership in the previous year. Purchase prices are based upon
annual reserve reports of independent petroleum engineering firms
discounted by a risk factor. Based upon historical production
rates and prices, management estimates that if all such offers
were to be accepted, the maximum annual future purchase
commitment would be approximately $500,000.
(8) Stock Options and Other Compensation:
In May 1989, non-statutory stock options were granted by the
Company to four key executive officers for the purchase of shares
of common stock. In each case such options are for a term of ten
years ending May 15, 1999, and are exercisable, on a cumulative
basis, as to twenty percent of the shares subject to option in
each year, beginning one year after the granting of the option.
At September 30, 1996, options on 802,500 shares were outstanding
and exercisable at prices ranging from $1.00 to $1.25.
On January 27, 1983, the Company adopted the 1983 Incentive Stock
Option Plan. At September 30, 1996 and 1995, options on 124,000
and 134,000 shares were exercisable at $1.50 per share,
respectively, and no additional shares were available for
granting.
15
<PAGE>
(9) Related Party Transactions:
PEMC is a general partner in several oil and gas Partnerships in
which certain directors have limited and general partnership
interests. Substantially all of the assets and revenues of PEMC
are derived from its sponsorship of the Partnerships and the
interests of PEMC in the oil and gas properties acquired by the
Partnerships. As the managing general partner in each of the
Partnerships, PEMC receives approximately 5% to 12% of the net
revenues of each Partnership as a carried interest in the
Partnerships' properties.
The Partnership agreements allow PEMC to receive management fees
for various services to the Partnerships as well as a
reimbursement for property acquisition and development costs
incurred on behalf of the Partnerships and general and
administrative overhead, which is reported in the statements of
operations as administrative revenue.
In 1991, the Company loaned approximately $325,000 at 12%
interest to a real estate limited partnership of which a Company
Officer and Director is a general partner. This loan is secured
by a second mortgage on the underlying real estate in the
partnership and the Company received a 23% equity participation
in the partnership. The loan agreement provides for interest
payments on a quarterly basis provided the cash flow from
operations of the limited partnership are sufficient to pay
interest for the quarter. If cash flows are not sufficient, then
the accrued interest is added to the principal. This loan is
included in other non-current assets on the balance sheet.
Due to related parties at September 30, 1996 and December 31,
1995 primarily represent receipts collected by the Company, as
agent, from oil and gas sales net of expenses. Receivables from
affiliates consist of reimbursable general and administrative
costs, lease operating expenses and reimbursements for property
acquisitions, development, and related costs.
As discussed in note 10 below, in June of 1996 the Company
entered into an agreement to purchase 400,000 shares of the
Company's common stock from McJunkin Corporation. The McJunkin
Corporation is a major shareholder in the Company.
In addition to the McJunkin transaction, during the first nine
months of 1996 the company purchased 50,779 shares of treasury
stock in the open market for a total consideration of $159,000.
An additional 22,826 shares were purchased between September 30
and the date of this report.
16
<PAGE>
(10) Encumbered Treasury Stock:
In June of 1996 the Company entered into an agreement to
purchase 400,000 shares of the Company's common stock from McJunkin
Corporation. The Company agreed to make 15 monthly payments of
$80,000 beginning on June 1, 1996, with the shares to be held in
escrow until such payments have been made. The shares are classified
as encumbered treasury stock on the balance sheet, and will be
unencumbered in proportion to the payments made under the
agreement. The liability for future payments under the note, less
imputed interest, is shown as "Payable For Encumbered Treasury
Stock" on the balance sheet.
11) Income per share:
The weighted average number of common shares and common stock
equivalents outstanding used in the income per share calculation
are as follows:
Nine Months Ended Three Months Ended
September 30, September 30,
1996 1995 1996 1995
Primary 5,771,766 6,080,871 5,773,127 5,955,344
========= ========= ========= =========
Fully diluted 5,851,693 6,070,150 5,786,545 5,959,526
========= ========= ========= =========
17
<PAGE>
PART I
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the financial
statements of the Company and notes thereto. The Company's
subsidiaries are defined in Note 1 of the financial statements. PEMC
is the managing general partner or managing trustee in several Limited
Partnerships and Trusts (collectively, the "Partnerships").
LIQUIDITY AND CAPITAL RESOURCES
On April 26, 1995, the Company entered into a revised credit agreement
with Bank One, Texas NA providing for a $12.5 million revolving line
of credit on a $50 million master promissory note. This new agreement
introduces Den Norske Bank, AS as a 25% syndication partner in the
line, once the Company reaches borrowings of $12.5 million for over
one month. The agreement also provides for a lower floating rate
compared to previous agreements as well as the ability to borrow based
upon the London Inter-Bank Offered Rate (LIBO). The borrowing base
will be non-reducing and will be revised every six months by the
banks.
Pursuant to the semi-annual redetermination of the borrowing base, the
Company's line of credit was increased to $19,250,000. This increase
reflects the value of the Company's increased reserve base as well as
its expanded operating activities. As of September 30, 1996 the
Company had $3,750,000 available under this line of credit. The
Company will utilize the funds available under this line to fund
continued exploration and development of oil and gas properties.
Most of the Company's oil and gas properties as well as certain
receivables and equipment are pledged as security under the agreement.
The Company is required to maintain, as defined, a minimum current
ratio, tangible net worth, and debt and interest coverage ratios. The
line of credit now bears interest at 1/2% over the bank's base rate,
as defined monthly, or 2-3/4% over the published LIBO rate, payable at
the end of the applicable interest period.
18
<PAGE>
In May of 1996, the Company purchased from Internationale Nederlanden
(U.S.) Capital Corporation properties formerly owned by Saratoga
Resources, Inc. for $6,726,000. This purchase was primarily financed
by drawing on the Company's existing line of credit. Additional
working capital was provided through internally generated funds
coupled with cash balances at the prior year-end, and was used
primarily to repay bank debt, purchase treasury stock, and continue
property development.
During the third quarter, the Company drilled five wells in its 3D
seismic development program. Four of these wells are now producing in
commercial quantities, and added significantly to the company's cash
flow in the third quarter of 1996. The Company has acquired acreage
adjacent to these wells and in September of 1996 shot additional
seismic and is currently evaluating locations for drilling. Total
spending in 1996 on the development of this adjacent acreage is
expected to be approximately $1.2 million. The Company has identified
several areas where it believes the use of 3D seismic is appropriate
for identifying locations for drilling, and has plans to spend a total
of approximately $2.8 million on these projects.
The Company also anticipates that during the fourth quarter of 1996
it will spend additional capital on the development of properties
acquired in the Saratoga acquisition.
The Company will also continue to focus on the acquisition of
producing oil and gas properties and the expansion of its service and
operating functions and will continue to seek additional opportunities
in these areas.
During the first nine months of the year, the Company spent
approximately $9,652,000 on the acquisition and development of its oil
and gas interests, including $191,000 of dry hole costs and $477,000
to buy back limited partnership interests from investors in its oil
and gas partnerships. Additionally, the Company spent approximately
$374,000 on trucks and automobiles used in connection with field
service operations, and an additional $190,000 on computer and related
equipment and software.
The Company feels that it has the ability to generate sufficient
amounts of cash to meet long-term liquidity needs, as well as debt
service. The Company expects to generate increased cash flows by
increasing its reserve base through continued acquisitions. By
increasing its reserve base, the Company's borrowing ability is
increased due to additional properties available as collateral.
19
<PAGE>
It is management's opinion that the current market conditions are
creating some industry opportunities for those well managed companies
with staying power to take advantage of the situation through mergers
and acquisitions. The Company intends to continue to explore and
pursue this course.
RESULTS OF OPERATIONS
Net income decreased to $394,000 in the first nine months of 1996 as
compared to $471,000 during the same period in 1995. This decrease in
net income is due to $191,000 in dry hole costs incurred in the first
quarter of 1996, coupled with higher general and administrative
expenses incurred in the first half of the year relating to the
Saratoga acquisition. Also, additional depletion expense of $78,000
was recorded in the first quarter of 1996 due to the adoption of
Statement of Financial Accounting Standards number 121.
Net income for the third quarter of 1996 increased to $284,000 from
$83,000 in the third quarter of 1995. This third quarter increase is
largely due to contributions to net income made by the wells drilled
in the Company's 3D seismic exploration program, as well as income
from the properties acquired in the Saratoga acquisition.
As a result of the Saratoga acquisition and the success of the
Company's recent drilling, oil and gas revenue accounted for 50% of
total revenue in the third quarter of 1996 as compared to 31% in the
comparable period in 1995. As oil and gas prices can be highly
volatile, this may lead to greater variability in the Company's
profitability and cash flow in the future. In addition, the Company
has greatly increased its drilling and exploration activities. The
risk inherent in these activities, coupled with the requirement that
certain costs incurred in these activities must be expensed as
incurred, can be expected to lead to greater volatility in earnings in
the future.
20
<PAGE>
Oil and gas sales of $7,005,000 for the first nine months of 1996
represented a 59% increase over sales in the first nine months of
1995. Third quarter 1996 sales of $2,996,000 represent a 122% increase
over 1995 third quarter sales. In both cases, the increase is
primarily due to the contributions of the Saratoga properties acquired
in May of 1996 and the wells drilled in the third quarter as part of
the Company's 3D seismic development program. The Saratoga properties
have contributed a total of $1,565,000 in oil and gas revenue in 1996,
with $995,000 of this amount being received in the third quarter. The
wells from the 3D seismic development program have contributed
$204,000, all of it in the third quarter. Based on current production
rates from these newly acquired and drilled wells, revenue is expected
continue this trend in the fourth quarter.
Average prices received for directly owned oil production increased
substantially from approximately $16.65 per barrel in 1995 to $20.04
in the first nine months of 1996. Average gas prices also increased
substantially from $1.79 per Mcf received in the first nine months of
1995 to $2.20 per Mcf received during the comparable period in 1996.
Oil and gas sales related to PEMC's carried interest in the
Partnerships and other ventures increased approximately 61%, or
$584,000 for the nine months. Factors leading to this increase include
substantially higher oil and gas prices received by those entities,
the acquisition of new properties and the development of existing
properties by those entities, and the purchase by PEMC of substantial
additional interests in these partnerships over the last year.
District operating income remained relatively consistent with 1995 on
both a year to date and quarterly basis, as a decrease in activity on
the San Pedro Ranch property operated by the Company was offset by
income from the operation of the newly acquired Saratoga properties.
Administrative revenue for the third quarter of 1996 decreased about
11% from the comparable period in 1995. Amounts received in both
years from certain partnerships are substantially less than the
amounts allocable to those Partnerships under the Partnership
agreements. The lower amounts reflect PEMC's efforts to limit costs
incurred and those allocated to the Partnerships.
21
<PAGE>
Lease operating expense for the first nine months of 1996 increased
31% or $935,000 compared to the first nine months of 1995. Third
quarter 1996 lease operating expense of $1,568,000 represented an
increase of $562,000 over the third quarter 1995 amount. On a nine
month basis, a decrease in expense on existing directly owned
properties of $95,000 was more than offset by expense of $802,000 on
properties acquired since September of 1995. These expenses are of a
recurring nature and are expected to continue in future quarters.
Expenses related to PEMC's interests in the partnerships and other
ventures increased $228,000 primarily due to the acquisition of new
properties and development of existing properties by these entities
during the year,combined with the purchase of additional interests
in these partnerships by PEMC during the year.
The Company receives reimbursement for costs incurred related to the
evaluation, acquisition and development of properties on behalf of its
related partnerships, trusts, and other joint venture partners. To
the extent that these costs are expended at the district level, the
reimbursements reduce total district operating expenses.
Alternatively, if the expenses are incurred by PEMC, such
reimbursements reduce total general and administrative expenses.
Property acquisition cost reimbursement remained relatively constant
at $1,125,000 in the first nine months of 1996 as compared to
$1,119,000 in the comparable period in 1995.
District operating expense remained relatively constant compared to
1995.
General and administrative expenses increased about 13% compared to
the first nine months of 1995. This increase is primarily due to
noncapitalizable costs incurred in connection with the purchase of the
Saratoga properties.
Depreciation and depletion of oil and gas properties increased
$1,095,000 or 69% in the first nine months of 1996 as compared to the
first nine months of 1995, and $603,000 or 106% in the third quarter
of 1996 as compared to the third quarter of 1995. Depletion on the
Saratoga properties acquired in May of 1996 contributed $815,000 to
depletion expense in 1996, with $489,000 of this amount coming in the
third quarter. Additionally, the adoption of FASB 121 in the first
quarter of 1996 added $78,000 to depletion expense
22
<PAGE>
During the first half 1996, the company spent $191,000 on the drilling
of a dry hole in Victoria County, Texas, and in the third quarter of
1996 spent $75,000 on exploration costs relating to areas currently
being assessed for drilling potential. The company has committed to
incur approximately $700,000 in exploration costs in the first half of
1997, primarily to shoot 3D seismic in an attempt to identify
locations for exploratory drilling.
Interest expense during the first nine months of the year increased
approximately $171,000, and in the third quarter of 1996 was $127,000
higher than in the comparable period in 1995, as debt levels increased
in connection with the Saratoga acquisition.
23
<PAGE>
PART II - OTHER MATTERS
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the
period covered by this report.
Item 5. OTHER INFORMATION
Exhibit 27 - Financial Data Schedule is attached to the electronic
filing of this report only.
Item 6. EXHIBITS AND REPORTS ON FORM 8K
A report was filed on Form 8K for a transaction effective May 15, 1996
whereby the Company purchased from Internationale Nederlanden (U.S.)
Capital Corporation properties formerly owned by Saratoga Resources,
Inc.
A form 8K was filed on November 5, 1996 to report that Pustorino,
Puglisi, & Company had replaced Coopers & Lybrand as the Company's
auditors.
24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PrimeEnergy Corporation
(Registrant)
- ------- --, 1996 /s/ Charles E. Drimal,Jr.
(Date) --------------------------
Charles E. Drimal, Jr.
President
Principal Executive Officer
- ------- --, 1996 /s/ Beverly A. Cummings
(Date) --------------------------
Beverly A. Cummings
Executive Vice President
Principal Financial and
Accounting Officer
25
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN THE QUARTERLY REPORT ON FORM 10-QSB FOR
PRIMEENERGY CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000056868
<NAME> PRIMEENERGY CORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,454,000
<SECURITIES> 0
<RECEIVABLES> 3,799,000
<ALLOWANCES> 46,000
<INVENTORY> 0
<CURRENT-ASSETS> 9,623,000
<PP&E> 38,799,000
<DEPRECIATION> 20,166,000
<TOTAL-ASSETS> 29,172,000
<CURRENT-LIABILITIES> 6,071,000
<BONDS> 15,847,000<F1>
<COMMON> 760,000
0
0
<OTHER-SE> 5,398,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 29,172,000
<SALES> 0
<TOTAL-REVENUES> 15,886,000
<CGS> 0
<TOTAL-COSTS> 14,921,000<F3>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 682,000
<INCOME-PRETAX> 438,000
<INCOME-TAX> 44,000
<INCOME-CONTINUING> 394,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 394,000
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
<FN>
<F1>INCLUDES $80,000 CURRENT PORTION OF LONG-TERM DEBT
<F2>INCLUDES $598,000 ACCUMULATED DEFICIT AND $4,892,000 TREASURY STOCK
<F3>DOES NOT INCLUDE INTEREST EXPENSE WHICH IS INCLUDED IN TOTAL EXPENSES ON THE
STATEMENT OF OPERATIONS
</FN>
</TABLE>
