GLOBAL NATURAL RESOURCES INC /NJ/
10-Q, 1996-05-02
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
================================================================================




                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           -------------------------

                                   FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 1996               Commission file number 1-8674



                         GLOBAL NATURAL RESOURCES INC.
             (Exact name of Registrant as specified in its charter)



           NEW JERSEY                                    93-0835865
 (State or other jurisdiction of                       (IRS Employer
  incorporation or organization)                     Identification No.)
                                          
      5300 MEMORIAL DRIVE                                   77007
           SUITE 800                                      (Zip Code)
        HOUSTON, TEXAS                   
     (Address of principal
       executive offices) 

       Registrant's telephone number, including area code: (713) 880-5464


     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.

                        /X/ YES                 / / NO


     Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.

     As of April 29, 1996, 29,752,711 shares of common stock were outstanding.


===============================================================================
<PAGE>   2
                              TABLE  OF  CONTENTS



<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>       <C>                                                                                       <C>
PART I.    FINANCIAL INFORMATION

           Item 1.  Unaudited Consolidated Financial Statements   . . . . . . . . . . . . . . .      1

                    Consolidated Balance Sheets - March 31, 1996 and December 31, 1995  . . . .      1

                    Consolidated Statements of Operations for the Three Months Ended
                    March 31, 1996 and 1995   . . . . . . . . . . . . . . . . . . . . . . . . .      2

                    Consolidated Statements of Cash Flows for the Three Months Ended
                    March 31, 1996 and 1995   . . . . . . . . . . . . . . . . . . . . . . . . .      3

                    Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . .      5

           Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations   . . . . . . . . . . . . . . . . . . .      7

PART II.   OTHER INFORMATION

           Item 1.  Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10

           Item 2.  Changes in Securities   . . . . . . . . . . . . . . . . . . . . . . . . . .     10

           Item 3.  Defaults upon Senior Securities   . . . . . . . . . . . . . . . . . . . . .     10

           Item 4.  Submission of Matters to a Vote of Security Holders   . . . . . . . . . . .     10

           Item 5.  Other Information   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10

           Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . .     10

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11
</TABLE>





                                       i
<PAGE>   3
                         PART I. FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

                 GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
           (Amounts in Thousands, Except Share and Per Share Amounts)
                                  (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                 March 31,       December 31,
                                                                                    1996             1995
                                                                               ------------      ------------
<S>                                                                             <C>               <C>
Current assets:                                                                              
   Cash and cash equivalents  . . . . . . . . . . . . . . . . . . . . . . . .   $   17,122        $   10,272
   Short-term liquid investments. . . . . . . . . . . . . . . . . . . . . . .           -              5,004
   Accounts receivable  . . . . . . . . . . . . . . . . . . . . . . . . . . .       12,971            11,811
   Current investments  . . . . . . . . . . . . . . . . . . . . . . . . . . .          246               481
   Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,733             6,482
                                                                                ------------      ------------
       Total current assets   . . . . . . . . . . . . . . . . . . . . . . . .       35,072            34,050
                                                                                ------------      ------------
Properties and equipment, at cost:                                                           
   Oil and gas properties (successful efforts method) . . . . . . . . . . . .      180,382           169,590
   Pipeline facilities  . . . . . . . . . . . . . . . . . . . . . . . . . . .       19,526            19,519
   Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13,246            13,052
                                                                                ------------      ------------
                                                                                   213,154           202,161
   Less:  accumulated depletion, depreciation and amortization  . . . . . . .      (88,464)          (83,398)
                                                                                ------------      ------------
       Net properties and equipment   . . . . . . . . . . . . . . . . . . . .      124,690           118,763
                                                                                ------------      ------------
Notes receivable - Russian joint venture  . . . . . . . . . . . . . . . . . .        3,867             3,867
Indonesian venture advances, net  . . . . . . . . . . . . . . . . . . . . . .        2,037             2,425
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,210             1,224
                                                                                ------------      ------------
                                                                                $  166,876        $  160,329
                                                                                ============      ============       
                     LIABILITIES AND SHAREHOLDERS' EQUITY                                                                        
                                                                                             
Current liabilities:                                                                         
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $    9,627        $   11,207
   Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .       14,881            16,341
   Current maturities of long-term debt . . . . . . . . . . . . . . . . . . .        1,250               436
   Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          963               803
                                                                                ------------      ------------
       Total current liabilities  . . . . . . . . . . . . . . . . . . . . . .       26,721            28,787
                                                                                ------------      ------------
Long-term debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16,250            11,764
Deferred credits and other  . . . . . . . . . . . . . . . . . . . . . . . . .          638               961
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . . . . .          -                 -
Redeemable bearer shares  . . . . . . . . . . . . . . . . . . . . . . . . . .       16,462            16,591
Shareholders' equity:                                                                        
   Common stock; authorized 100,000,000 shares at $1.00 par value;                           
       issued and outstanding 33,542,290 in 1996 and 33,433,987 in 1995  . .        33,542            33,434
   Capital in excess of par value. . . . . . . . . . . . . . . . . . . . . .       139,601           138,967
   Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . .       (46,654)          (50,474)
                                                                                ------------      ------------
                                                                                   126,489           121,927
   Less:  treasury stock; 3,884,176 shares in 1996 and 3,887,513 in 1995  . .      (19,684)          (19,701)
                                                                                ------------      ------------
       Total shareholders' equity   . . . . . . . . . . . . . . . . . . . . .      106,805           102,226
                                                                                ------------      ------------
                                                                                $  166,876        $  160,329
                                                                                ============      ============

                                                                                                                      
</TABLE>

                    See accompanying notes to consolidated financial statements.
                                                               

                                                    1
<PAGE>   4

                 GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
           (Amounts in Thousands, Except Share and Per Share Amounts)
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                  ------------------------------
                                                                                      1996               1995
                                                                                  -----------        -----------
<S>                                                                               <C>                <C>
Revenues:                                                                        
   Oil and gas  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    22,720        $    14,177
   Pipeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5,354              4,403
   Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          219                141
                                                                                 ------------       ------------
                                                                                      28,293             18,721
Expenses:                                                                        ------------       ------------
   Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,247              2,933
   Exploration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,728              2,956
   Pipeline cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,967              4,048
   Depletion, depreciation and amortization . . . . . . . . . . . . . . . . . .        5,983              4,873
   Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3,276              2,548
                                                                                 ------------       ------------
                                                                                      21,201             17,358
                                                                                 ------------       ------------
       Income from operations   . . . . . . . . . . . . . . . . . . . . . . . .        7,092              1,363
                                                                                 
Other income (expense):                                                          
   Interest income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          335                542
   Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (15)               (52)
   Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (14)               (52)
                                                                                 ------------       ------------
                                                                                         306                438
                                                                                 ------------       ------------
       Income before income tax expense   . . . . . . . . . . . . . . . . . . .        7,398              1,801
                                                                                 
Income tax expense  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3,578              2,535
                                                                                 ------------       ------------
   Net income (loss)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     3,820        $      (734)
                                                                                 ============       ============
                                                                                 
Net income (loss) per share based on weighted average shares outstanding  . . .  $       .13        $      (.02)
                                                                                 ============       ============
Weighted average common shares outstanding  . . . . . . . . . . . . . . . . . .   29,602,293         29,439,226
                                                                                 ============       ============
</TABLE>




          See accompanying notes to consolidated financial statements.

                                      2
<PAGE>   5
                 GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                             ----------------------------------
                                                                                  1996                  1995
                                                                             ------------          ------------
<S>                                                                          <C>                    <C>
Cash Flow from Operating Activities:                                        
    Net income (loss)   . . . . . . . . . . . . . . . . . . . . . . . . .    $     3,820             $     (734)
    Adjustments to reconcile net income (loss) to net cash                  
      provided by operating activities:                                     
       Depletion, depreciation and amortization   . . . . . . . . . . . .          5,983                  4,873
       Leasehold impairments and dry hole expense   . . . . . . . . . . .            580                  1,771
       Unrealized gain on short-term liquid investments   . . . . . . . .             (6)                  (116)
       Gain on asset sales  . . . . . . . . . . . . . . . . . . . . . . .            (68)                   (52)
       Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             16                    (14)
                                                                             ------------           ------------
                                                                                  10,325                  5,728
    Changes in:                                                             
       Accounts receivable  . . . . . . . . . . . . . . . . . . . . . . .         (1,160)                (3,997)
       Other current assets   . . . . . . . . . . . . . . . . . . . . . .          2,122                    939
       Accounts payable   . . . . . . . . . . . . . . . . . . . . . . . .         (1,580)                   794
       Accrued liabilities  . . . . . . . . . . . . . . . . . . . . . . .         (1,460)                (3,689)
       Short-term liquid investments  . . . . . . . . . . . . . . . . . .          5,010                 12,832
       Deferred credits   . . . . . . . . . . . . . . . . . . . . . . . .           (323)                   106
                                                                             ------------           ------------
    Net cash provided by operating activities   . . . . . . . . . . . . .         12,934                 12,713
                                                                             ------------           ------------
Cash Flows from Investing Activities:                                       
    Additions to oil and gas properties   . . . . . . . . . . . . . . . .        (12,209)                (8,491)
    Additions to pipeline facilities and other properties and equipment             (203)                  (144)
    Proceeds from sales of assets   . . . . . . . . . . . . . . . . . . .             71                    522
    Other   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            344                   (667)
                                                                             ------------           ------------
    Net cash used in investment activities  . . . . . . . . . . . . . . .        (11,997)                (8,780)
                                                                             ------------           ------------
Cash Flows from Financing Activities:                                       
    Proceeds from common stock issuance   . . . . . . . . . . . . . . . .            742                     34
    Redemptions of bearer shares  . . . . . . . . . . . . . . . . . . . .           (129)                  (219)
    Proceeds from long-term debt  . . . . . . . . . . . . . . . . . . . .          5,300                    -
    Other   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -                     (459)
                                                                             ------------           ------------
    Net cash provided by (used in) financing activities   . . . . . . . .          5,913                   (644)
                                                                             -----------            -----------
    Net increase in cash and cash equivalents   . . . . . . . . . . . . .          6,850                  3,289
    Cash and cash equivalents at beginning of period  . . . . . . . . . .         10,272                  3,881
                                                                             -----------            -----------
    Cash and cash equivalents at end of period  . . . . . . . . . . . . .    $    17,122            $     7,170
                                                                             ============           ============
</TABLE>




          See accompanying notes to consolidated financial statements.

                                      3
<PAGE>   6

                 GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                               March 31,
                                                                                  -----------------------------------
Supplemental disclosure of cash flow information:                                    1996                    1995
                                                                                  ------------           ------------
  <S>                                                                             <C>                    <C>
  Cash paid for:
       Interest                                                                   $     -                $         14
                                                                                  ============           ============
  Income taxes:
       U.S.                                                                       $     -                $     -            
       Foreign                                                                           3,386                  2,013
                                                                                  ------------           ------------
           Total                                                                  $      3,386           $      2,013
                                                                                  ============           ============
</TABLE>                                                          

Supplemental disclosure of non-cash investing and financing activities:

     In connection with the Company's Employees 401(k) Savings Plan, the
Company contributed 3,337 treasury shares during the three month period ended
March 31, 1996 with a market value of approximately $45,000 to the plan.
During the three month period ended March 31, 1995, the Company contributed
6,422 treasury shares with a market value of approximately $49,000 to the plan.





          See accompanying notes to consolidated financial statements.

                                      4
<PAGE>   7


                 GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               For the Three Months Ended March 31, 1996 and 1995
                                  (Unaudited)



(1)  Basis for Preparation of Financial Statements

     The consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to
such rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading.  It is suggested
that these consolidated financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.

     In Management's opinion, the accompanying unaudited consolidated financial
statements contain all necessary adjustments to present fairly the financial
position, the results of operations and cash flows for the periods reported.
All adjustments are of a normal recurring nature.

     Certain reclassifications have been made to the 1995 financial statements
to conform to the presentation used in 1996.

     The results of operations for the above periods are not necessarily
indicative of the results to be expected for the full year.

(2)  Investments

     The Company's securities are classified as trading securities and are
recorded at fair value.  Unrealized holding gains and losses on trading
securities are included in earnings.  Dividend and interest income are
recognized when earned.

     Marketable investment securities at December 31, 1995 and March 31, 1996
consist of certificates of deposit and U.S. government and corporate debt
securities (included in short-term liquid investments) and equity securities
(included in current investments).  During the three month period ended March
31, 1996, the Company recorded $0.1 million of unrealized losses resulting from
changes in the difference between cost and market value of short-term liquid
investments and equity securities.  During the three month period ended March
31, 1995, the Company recorded $0.2 million of unrealized losses resulting from
these same changes.





                                      5
<PAGE>   8

(3)  Redeemable Bearer Shares

     In August 1993, the Company received $19.2 million, the cash held by the
Hambros Channel Islands Trust Corporation Limited ("Trust"), in the form of an
interest-free loan.  The loan is repayable on demand only to the extent
necessary to redeem bearer share warrants presented for exchange until July
2008.  Each bearer share warrant presented during this period will be redeemed
for $6.66.  As of March 31, 1996, there were 2,534,646 outstanding bearer share
warrants.  The loan is secured by a letter of credit which is secured by the
Credit Agreement (see Note 4).  During 1996 and 1995 there were no drawings
under the letter of credit.  In July 2008, the obligation of the Company to
holders of bearer share warrants will cease, the interest-free loan will
terminate, and any remaining cash will revert to the Company and will be
accounted for as an increase to capital in excess of par value.

(4)  Long-Term Debt

     The Company executed a Credit Agreement dated May 19, 1995 (the "Credit
Agreement") with a bank.  Pursuant to the Credit Agreement, the bank has agreed
to provide loans to the Company from time to time, not to exceed in the
aggregate $35 million (subject in all events to certain periodic reductions and
to the calculation of the Available Borrowing Base, as defined in the Credit
Agreement).  The Company may borrow, repay and re-borrow such amounts available
under the Credit Agreement until March 31, 2000 (subject to certain early
termination dates determined in accordance with the Credit Agreement).  In
addition, the bank has agreed to extend credit to the Company (or any
subsidiary of the Company) by issuing, renewing, extending or reissuing letters
of credit not exceeding the lesser of (i) $20 million or (ii) the Aggregate
Commitments (as defined in the Credit Agreement) minus the aggregate principle
amount of all loans then outstanding under the Credit Agreement.  The loan
facility is unsecured.  As of March 31, 1996 and December 31, 1995, the
Company, under this agreement, had no loans outstanding and had approximately
$18 million in letters of credit issued.  These letters of credit are primarily
associated with the Redeemable Bearer Shares (see Note 3).

     GNR (Cote d' Ivoire) Ltd., a wholly owned subsidiary of the Company,
executed a financing Agreement dated July 14, 1995 (the "Financing Agreement")
with the International Finance Corporation ("IFC"), a subsidiary of the World
Bank.  The Financing Agreement is secured by the present and future assets of
GNR (Cote d' Ivoire) Ltd. ("the Borrower").  Until the completion date of the
project, as defined, the loan is guaranteed by the Company.  After completion
of the project, the amount guaranteed by the Company, if any, is determined by
the amount of the proved oil and gas reserves related to the activities.
Pursuant to the Financing Agreement, the IFC has agreed to provide a $17.5
million secured line of credit specifically for the financing of development
activities for the Ivory Coast CI-11 project.  As of December 31, 1995, the
Borrower, under this agreement, had approximately $12.2 million of loans
outstanding. On February 29, 1996, the IFC advanced the remaining balance of
this line of credit.  The Financing Agreement contains covenants which, among
other things, requires the Borrower to maintain a cash reserve amount equal to
the aggregate of the principal and interest which will be due and payable
within the next six months.

(5)  Earnings per Share

     Earnings per share is computed based upon the weighted average common
shares outstanding, determined on a monthly basis.  Unexercised stock options
do not have a dilutive effect on the reported earnings per common share.




                                      6
<PAGE>   9
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Introduction

     The Company recorded net income of $3.8 million ($0.13 per share) for the
first three months of 1996, as compared to a net loss of $0.7 million ($0.02
per share) for the same period in 1995.  Total revenues increased $9.6 million
during the first quarter of 1996 as compared to the first quarter of 1995.  The
primary reason for the 51% increase was a $8.5 million (60%) increase in
worldwide oil and gas revenues.  This increase was primarily the result of
increased production and increased oil and gas prices.

     Increased revenues were only partially offset by a $3.8 million (22%)
increase in operating expenses during the first quarter of 1996 as compared to
the same period in 1995.  The increase in operating expenses was primarily
related to increased worldwide oil and gas production.

Results of Operations - Three Months Ended March 31, 1996 and 1995

Oil and Gas Revenues are summarized for the three months ended March 31, 1996
and 1995 in the following table:


<TABLE>
<CAPTION>
                                     Revenues                       Price                        Volumes
                              ----------------------       -----------------------      -------------------------
                               1996           1995           1996           1995          1996             1995
                              --------      --------       --------       --------      --------         --------
                              (thousands of dollars)
<S>                           <C>            <C>            <C>            <C>          <C>              <C>
United States
   Oil  . . . . . . .         $2,345         $1,118         $17.84         $17.33         131 MBbls       65 MBbls
   Gas  . . . . . . .         $7,344         $5,660          $2.09          $1.41         3.5 Bcf        4.0 Bcf  
                                                                                                                 
Russia                                                                                                           
   Oil  . . . . . . .         $3,205         $3,825         $13.01         $15.26         246 MBbls      251 MBbls

Ivory Coast
   Oil  . . . . . . .         $2,813            n/a         $18.95            n/a         148 MBbls        n/a
   Gas  . . . . . . .           $695            n/a          $1.72            n/a         0.4 Bcf          n/a

Egypt
   Oil  . . . . . . .         $2,088            n/a         $18.64            n/a         112 MBbls        n/a
   Gas  . . . . . . .            n/a            n/a            n/a            n/a           n/a            n/a

Indonesia
   Oil  . . . . . . .           $212           $226            n/a            n/a           n/a            n/a
   Gas  . . . . . . .         $4,018         $3,348            n/a            n/a           n/a            n/a
</TABLE>


      United States oil revenues increased 110% in the first quarter of 1996 as
compared to the first quarter of 1995.  This increase in revenues is reflective
of the increased volumes and the $0.51 increase in the price received per
barrel.  United States oil sales volume increased 66 MBbls from the first
quarter 1995 to the first quarter 1996.  This 102% increase was  principally
due to production from a new offshore property, High Island Block 442.

    United States gas revenues increased 30% during the first quarter of 1996
as compared to the first quarter of 1995.  This increase was primarily the
result of a 48% increase in gas price which was partially offset by a  decrease
in gas volumes.  United States gas sales volume decreased 0.5 Bcf for the three
months ended March 31, 1996 as compared to the same period in 1995.  This 13%
decrease was due to cessation of production on Mustang 




                                      7
<PAGE>   10

Island 783 and normal production declines on High Island 23L, which were only
partially offset by South Pass 78 production.
        
    Russian oil revenues decreased 16% during the first quarter of 1996 as
compared to the same period in 1995.  This decrease was primarily the result of
a 15% decrease in price per barrel received.  This decrease in price is
primarily the result of selling approximately 137,000 barrels of production on
the Russian domestic market instead of exporting that production and selling it
for world oil prices.  Because the Company has not received its export tax
exemption for 1996, it does not have priority access to export pipelines and
must compete with Russian production associations for limited pipeline capacity
to export markets.  The first quarter of 1996 was the first period during which
the Company did not export all of its Russian production.  The Company cannot
predict what percentage of its future production will be sold on the Russian
domestic market.

    Ivory Coast oil production commenced during April 1995 via an offshore
loading facility.

    Ivory Coast gas production began during October 1995 via a gas pipeline
from the offshore production facilities to the capital city of Abidjan.

    Egyptian oil production began from the Qarun concession November 1995.
Currently oil is being produced under an "early oil production" authorization
and is being trucked to market.  A 16 inch pipeline from the field to Doshou is
under construction and is projected to be completed by year end 1996.

    Indonesian liquid natural gas (LNG) liftings for the three months ended
March 31, 1996 totaled 130 as compared to 120 for the same period in 1995.  The
Company does not have direct access to information with respect to oil and gas
operations in Indonesia and has not been advised as to changes in any
additional factors (i.e. prices or oil and gas production) which would affect
Indonesian oil and gas revenues.

Pipeline Operations contributed $5.4 million to consolidated revenues and
incurred $5.0 million in pipeline operating expenses, exclusive of depreciation
for the three months ended March 31, 1996 as compared to $4.4 million in
revenues and $4.0 million in expenses for the same period in 1995.  The
pipeline segment generated a net loss from operations before taxes of
approximately $0.1 million for the three months ended March 31, 1996 as
compared to a net loss of $0.1 million for the same period in 1995.

Expenses increased to $21.2 million for the three months ended March 31, 1996
as compared to $17.4 million for the same period in 1995.   This $3.8 million
(22%) increase was due to increases of $1.3 million, $0.9 million and $1.1
million for production, pipeline cost of sales and depletion, depreciation and
amortization, respectively.  These increases were primarily the result of
increased oil and gas production.

Other Income and Expense decreased approximately $0.1 million for the three
months ended March 31, 1996 compared to the same period in 1995.  This decrease
was primarily the result of decreased interest income.

Liquidity and Capital Resources

    Cash and cash equivalents increased by $6.9 million during the first
quarter of 1996.  This increase was primarily due to the $5.0 million decrease
in short-term liquid investments during this period.

    Cash provided by operating activities for the three months ended March 31,
1996 was $12.9 million compared to $12.7 million for the same period in 1995.
The Company expended approximately $12.4 million for additions to properties
and equipment in the first three months of 1996 compared to $8.6 million for
the same period in 1995.  Working capital for the first three months of 1996
increased by $3.1 million.  During the first quarter of 1996, the




                                      8
<PAGE>   11
Company received the remaining balance, $5.3 million, from the line of credit
associated with CI-11 Ivory Coast activities.

    In 1996, the Company intends to direct cash flow from its current base of
domestic properties to expand its exploration and development efforts in the
United States, mainly offshore Gulf of Mexico.  The Company intends to direct
its balance sheet cash (cash and short-term investments), its available credit
facilities, if required, and its cash flows from international properties
toward international opportunities.  The Company plans to spend in 1996
approximately $14.3 million on exploration and development activities in the
United States.  Capital expenditures for international activities, primarily in
Russia, Egypt and the Ivory Coast, are projected to be approximately $37.1
million for 1996.  Factors such as political stability in the various host
countries and world oil prices will heavily influence the amount and timing of
these expenditures.  The Company believes that it has adequate resources to
fund these planned expenditures.




                                      9
<PAGE>   12
                          PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings:
         
         None.
         
Item 2.  Changes in Securities:
         
         None.
         
Item 3.  Defaults upon Senior Securities:
         
         None.
         
Item 4.  Submission of Matters to a Vote of Security Holders:
         
         None.
         
Item 5.  Other Information:
         
         None.
         
Item 6.  Exhibits and Reports on Form 8-K:
         
         a)    Exhibits
         
               None.
         
         b)    Reports on Form 8-K
         
               None.




                                      10
<PAGE>   13
                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                GLOBAL NATURAL RESOURCES INC.
                                -----------------------------
                                        (Registrant)





Date:  May 2, 1996         By:  /s/ Eric Lynn Hill
                                -----------------------------
                                Eric Lynn Hill
                                Senior Vice President-Finance and Administration




                                      11
<PAGE>   14

                 EXHIBIT  INDEX

     27  --  Financial Data Schedule







<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          17,122
<SECURITIES>                                         0
<RECEIVABLES>                                   12,971
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                35,072
<PP&E>                                         213,154
<DEPRECIATION>                                  88,464
<TOTAL-ASSETS>                                 166,876
<CURRENT-LIABILITIES>                           26,721
<BONDS>                                         32,712
<COMMON>                                        33,542
                                0
                                          0
<OTHER-SE>                                      73,263
<TOTAL-LIABILITY-AND-EQUITY>                   166,876
<SALES>                                         28,074
<TOTAL-REVENUES>                                28,293
<CGS>                                            4,967
<TOTAL-COSTS>                                   21,201
<OTHER-EXPENSES>                                    14
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  15
<INCOME-PRETAX>                                  7,398
<INCOME-TAX>                                     3,578
<INCOME-CONTINUING>                              3,820
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,820
<EPS-PRIMARY>                                      .13
<EPS-DILUTED>                                      .13
        

</TABLE>


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