VINTAGE PETROLEUM INC
8-K, 2000-02-23
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 8-K



                                CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)     February 17, 2000
                                                ----------------------

                            VINTAGE PETROLEUM, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

    Delaware                        1-10578                     73-1182669
- ------------------              ----------------            ------------------
 (State or other                (Commission File               (IRS Employer
 jurisdiction of                    Number)                  Identification No.)
 incorporation)



110 West Seventh Street, Tulsa, Oklahoma                           74119
- ----------------------------------------                     -----------------
 (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code      (918) 592-0101
                                                   -----------------------------


                                Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>

Item 5.  Other Events.
         ------------

         Copies of the Registrant's press releases dated February 17, 2000, and
         February 21, 2000, are attached as exhibits hereto and incorporated
         herein by reference.


Item 7.  Financial Statements and Exhibits.
         ---------------------------------

         (c)  Exhibits.

                  99.1  Press release dated February 17, 2000, issued by the
                        Registrant.

                  99.2  Press release dated February 21, 2000, issued by the
                        Registrant.


                                   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 hereunto duly authorized.


                                VINTAGE PETROLEUM, INC.



Date:   February 22, 2000       By:  /s/  Michael F. Meimerstorf
                                   -------------------------------
                                   Michael F. Meimerstorf
                                   Vice President and Controller






                                      -2-
<PAGE>

                                 Exhibit Index



Exhibit
Number                             Description
- --------       --------------------------------------------------------------

99.1           Press release dated February 17, 2000, issued by the Registrant.

99.2           Press release dated February 21, 2000, issued by the Registrant.

<PAGE>

                                                                    Exhibit 99.1

For Immediate Release                   For Further Information Contact:
Thursday, February 17, 2000             Robert E. Phaneuf
                                        Vice President - Corporate Development
                                        (918) 592-0101



       VINTAGE PETROLEUM, INC. ANNOUNCES RECORD YEAR-END 1999 RESERVES
         AND NET PRESENT VALUE; PRODUCTION REPLACEMENT OF 806 PERCENT


     Tulsa, Oklahoma - Vintage Petroleum, Inc. today announced that the
company's estimated proved reserves of oil and gas at year-end 1999 totaled
468.0 million barrels of oil equivalent (BOE), up 57 percent or 169.1 million
barrels from the 1998 year-end level of 298.9 million BOE.  Based on 1999 year-
end NYMEX prices of $25.60 per barrel for oil and $2.33 per MMbtu for gas, the
present value of estimated future net revenues, before income taxes, discounted
at 10 percent, attributable to the company's total proved reserves was
approximately $3.0 billion at year-end 1999 compared to $703 million in the
price depressed environment at year-end 1998.  Proved reserve additions from all
sources totaled 201.1 million BOE, replacing 806 percent of 1999's record
production of 24.9 million BOE at a low cost of $1.18 per BOE.  Although 1999's
production level represented an all-time high, management has targeted an
increase of approximately 20 percent for the company's production goal in the
year 2000.

Impact of Higher Prices

     Fluctuations in oil and gas prices at year-end measurement periods tend to
obscure the results of management's strategies and tactics aimed at growing
shareholder value in a given period.  Using the historically low oil price at
year-end 1998 resulted in a reduction in the

                                     -More-
<PAGE>

economic life of certain of the company's properties and the elimination of
certain projects with a corresponding reduction in the proved reserves reported
at year-end 1998.  The reverse occurs when prices are historically high.  If
year-end 1998 reserves had been determined using the  higher year-end 1999 oil
and gas prices, reserve adds during 1999 would have been 131.3 million BOE, or
527 percent of 1999 production.  Assuming the NYMEX price of oil and gas at
year-end 1999 had been a more normalized level of $20 per barrel for oil and
$2.50 per MMbtu for gas, the company's price-adjusted year-end 1999 proved
reserves would be 454.3 million BOE.

VPI Reports Low Finding Cost of Proved Reserves for 1999

     The company had oil and gas capital expenditures of $237 million in 1999,
adding 201.1 million BOE at a low finding cost of $1.18 per BOE. If year-end
1998 reserves had been determined using the higher year-end 1999 oil and gas
prices, reserve adds during 1999 would have been 131.3 million BOE, resulting in
a finding cost of $1.81 per BOE. Capital spending for acquisitions was $166.8
million which resulted in the addition of 94.1 million BOE of reserves at an
acquisition cost of $1.77 per BOE.

Forward-Looking Statements

     This release includes certain statements that may be deemed to be "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements in this release, other than statements of
historical facts, that address estimates of proved oil and gas reserves,
estimates of the net present value of future net revenue from reserves, future
production, exploration drilling, exploitation activities and events or

                                    -More-
<PAGE>

developments that the company expects are forward-looking statements. Although
Vintage believes the expectations expressed in such forward-looking statements
are based on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ materially from
those in the forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements include oil and
gas prices, exploitation and exploration successes, continued availability of
capital and financing, and general economic, market or business conditions.

     Vintage Petroleum, Inc. is an independent energy company engaged in the
acquisition, exploitation, exploration, and development of oil and gas
properties and the marketing of natural gas and crude oil. Company headquarters
are in Tulsa, Oklahoma, and its common shares are traded on the New York Stock
Exchange under the symbol VPI.

                                -Table Follows-
<PAGE>

      Vintage Petroleum, Inc. Estimated Proved Reserves at Year-End 1999


<TABLE>
<CAPTION>

                                                          U.S.                 Argentina                Bolivia
                                                  -------------------     -------------------      ------------------
                                                    Oil         Gas         Oil         Gas          Oil        Gas
                                                  (MBbls)      (MMcf)     (MBbls)      (MMcf)      (MBbls)     (MMcf)
                                                  -------     -------     -------     -------      -------    -------
<S>                                               <C>         <C>         <C>         <C>          <C>        <C>
Proved reserves at December 31, 1998               57,207     385,512      74,841      12,024        8,364    409,297

Revisions of previous estimates                    52,684      32,505      24,496      25,222       (1,952)    21,129
Extensions, discoveries and other additions           110       1,844           0           0        1,746     88,424
Production                                         (8,643)    (39,150)     (7,560)     (4,682)         (77)    (4,522)
Purchase of reserves-in-place                      10,343      14,947      44,694      81,072            0          0
Sales of reserves-in-place                         (1,259)    (34,633)          0           0            0          0
                                                  -------     -------     -------     -------      -------    -------

Proved reserves at December 31, 1999              110,442     361,025     136,471     113,636        8,081    514,328
                                                  =======     =======     =======     =======      =======    =======

<CAPTION>
                                                    Ecuador                 Total
                                                  -----------  ----------------------------------
                                                      Oil        Oil         Gas
                                                    (MBbls)    (MBbls)      (MMcf)       MBOE
                                                  ---------    -------   ---------   ------------
<S>                                               <C>        <C>         <C>         <C>
Proved reserves at December 31, 1998                 24,045    164,457     806,833        298,929

Revisions of previous estimates                       1,709     76,937      78,856         90,080
Extensions, discoveries and other additions               0      1,856      90,268         16,901
Production                                             (597)   (16,877)    (48,354)       (24,936)
Purchase of reserves-in-place                        23,039     78,076      96,019         94,079
Sales of reserves-in-place                                0     (1,259)    (34,633)        (7,031)
                                                  ---------    -------   ---------   ------------

Proved reserves at December 31, 1999                 48,196     303,190    988,989        468,022
                                                  =========    ========  =========   ============

Net present value of year-end 1999 total
 proved reserves (SEC PV10, before income tax)                                         $2,989,626
                                                                                     ============
 ($ in thousands)
</TABLE>

<PAGE>

                                                                    Exhibit 99.2


For Immediate Release                     For Further Information Contact:
Monday, February 21, 2000                 Robert E. Phaneuf
                                          Vice President - Corporate Development
                                          (918) 592-0101


                    VINTAGE PETROLEUM REPORTS 1999 RESULTS;
                           REVISES YEAR 2000 TARGETS

          Tulsa, Oklahoma - Vintage Petroleum, Inc. today announced earnings for
the year ended December 31, 1999 of $73.4 million, or $1.24 per share, inclusive
of after-tax gains totaling $33.6 million, or $0.57 per share, attributable to
oil and gas property divestitures.  This compares to the prior year's loss of
$87.7 million, or $1.69 per share.  The 1998 results included $51.4 million of
certain after-tax, non-cash charges related primarily to low year-end oil and
gas prices which resulted in property impairments.  Excluding such 1998 charges
and the 1999 after-tax gains on asset sales, Vintage had earnings of $39.8
million, or $0.67 per share, in 1999 compared to a loss of $36.3 million, or
$0.70 per share, in 1998.  The substantial increase in earnings for 1999
resulted from a significantly higher price for oil and a rise in production.

          Total production for the year reached an all-time high of 24.9 million
equivalent barrels (BOE), up from 24.3 million BOE in 1998.  Spurred by the mid-
year acquisition of the El Huemul concession in Argentina and a full year of
production from acquisitions in late 1998, oil production rose three percent to
16.9 million barrels and gas production was up two percent to 48.4 billion cubic
feet (Bcf).

     The three percent rise in total production together with a much higher
average price of oil combined to increase oil and gas revenues by 39 percent to
$370.7 million compared to $265.9 million in the prior year. The company's
realized price of oil averaged $16.62 per barrel, 53 percent above last year's
average realized price of $10.87 per barrel. The realized price of gas for 1999


                                     -More-
<PAGE>

averaged $1.87 per thousand cubic feet (Mcf), roughly equivalent to 1998's $1.85
per Mcf.

     Proceeds from sales of oil and gas properties in 1999 totaled $87.9
million, resulting in net pre-tax gains aggregating to $55.0 million.  Driven
primarily by higher oil and gas sales and gains on asset dispositions, total
revenues rose 51 percent for the year to $496.7 million.

     Total lease operating costs declined six percent despite a three percent
rise in production.  Lease operating costs on a BOE basis were reduced eight
percent to $4.63 per BOE compared to $5.05 last year, primarily as a result of:
management's efforts to reduce costs, restructuring certain field operations,
the shutting in of certain high cost U.S. production early in 1999 and
increasing production in lower operating cost Argentina.  General and
administrative costs on a BOE basis rose 11 percent to $1.46 per BOE due to the
accrual of estimated 1999 bonuses.  The company recently implemented a bonus
program covering all U.S. employees designed to provide additional incentive to
achieve certain corporate goals.  Combined lease operating costs and general and
administrative costs on a BOE basis were four percent lower than last year.

     Exploration expense of $14.7 million for 1999 included $7.1 million of
seismic and other geological and geophysical costs and $7.6 million of dry hole
and other costs.  This compares to 1998's exploration expense of $24.1 million
which included higher seismic, geological and geophysical costs.  Interest
expense rose $15.0 million to $58.7 million in response to higher outstanding
borrowings utilized to fund acquisitions in late 1998 and the excess of capital
spending over cash flow in 1998.

     The 14 percent increase in diluted shares outstanding is due primarily to
the impact of the June 1999 equity offering, shares issued and contingent shares
which may become issuable to acquire certain oil and gas properties in November
1998 and the dilutive effect of stock options. Weighted average diluted shares
outstanding in 1999 were 59.3 million compared to 51.9 million in 1998.


                                     -More-
<PAGE>

     Cash flow (before changes in working capital) for the year was $162.5
million, up 112 percent compared to 1998 cash flow of $76.8 million.

Fourth Quarter Results

     The fourth quarter 1999 improvement over last year's fourth quarter was
even more pronounced than the year-to-year comparison.  A dramatically higher
average price of oil and a substantial rise in the price of gas combined to
accentuate the 11 percent increase in total BOE of production causing oil and
gas revenues to grow 119 percent to $129.8 million.  Fourth quarter daily
production averaged 73,946 BOE compared to the year-ago quarter of 66,685 BOE.

      Lease operating and general and administrative expenses before the impact
of estimated 1999 bonuses, all of which were accrued during the fourth quarter,
rose in line with production.  Interest expense rose primarily as a result of a
higher average interest rate on the company's total debt during the quarter.

     Net income for the quarter just ended was $59.0 million, or $0.92 a share,
inclusive of $28.9 million, or $0.45 a share, in after-tax gains from the sale
of certain oil and gas properties.   This compares to the fourth quarter 1998
net loss of $66.7 million, or $1.27 per share, which included $51.4 million of
after-tax, non-cash charges.  Absent these items, the fourth quarter 1998 loss
was $15.3 million, or $0.29 per share.  The 22 percent increase in diluted
shares outstanding is due primarily to the impact of the June 1999 equity
offering, shares issued and contingent shares which may become issuable to
acquire certain oil and gas properties in November 1998 and the dilutive effect
of stock options. Weighted average diluted shares outstanding were 64.0 million
compared to 52.6 million in the fourth quarter of 1998.

     Cash flow (before changes in working capital) in the fourth quarter of 1999
was $68.8 million compared to cash flow of $11.9 million in the year-earlier
quarter.


                                     -More-
<PAGE>

Vintage Revises 2000 Capital Budget

     During 1999, oil and gas capital spending of $237.5 million was composed of
$166.8 million for acquisitions and $70.7 million for exploitation and
exploration activities.  During the year, the company acquired 94.1 million BOE
of reserves at a low average cost of $1.77 per BOE.  Total reserve additions
from all sources, including the impact of higher oil and gas prices, were 201.1
million BOE at a cost of $1.18 per BOE.

      For the year 2000, Vintage has revised its preliminary non-acquisition
capital spending plan from $135 million to $146 million.  The increase is
attributable primarily to slippage in the timing associated with some late 1999
projects which resulted in 1999 spending falling short of the $83 million
previously budgeted.  Approximately $79 million, or 54 percent, of the year 2000
budget is earmarked for lower-risk exploitation activities that use the
company's large inventory of projects aimed at replacing and growing production.
Exploitation expenditures are divided about equally between domestic and
international projects.  U.S. activity will be concentrated in the Gulf Coast
with international activity focused in Argentina, particularly in the recently
acquired El Huemul concession.

      Approximately $67 million will be directed primarily toward high-impact
exploration projects, particularly in Bolivia, Yemen and Ecuador.  In Bolivia,
the company recently initiated the drilling of an exploratory well to test the
deep and potentially prolific Huamampampa formation with target depth expected
to be reached in the second quarter. Vintage has also begun a three consecutive
well program initiating the testing of several exploratory concepts on the
company's 1.1 million acre S-1 Damis Block in Yemen. The first well, An Naeem,
is expected to spud this week and is an offset to the Halewah field. The company
plans to drill an exploratory well on its Cotapino prospect in Block 19 in
Ecuador during the third quarter.


                                     -More-
<PAGE>

Growth Targets for 2000 Revised

     Based upon the company's revised non-acquisition capital budget of $146.0
million, the company is targeting a 20 percent increase in production to 29.9
million BOE, as described in the accompanying table.  As a result of the
substantial increase in year-end 1999 reserve volumes, the anticipated DD&A rate
is expected to decline to $3.30 per BOE from the previous target of $3.40 per
BOE.  Lease operating and general and administrative expenses are expected to
rise modestly from previously targeted levels to $4.70 per BOE and $1.25 per
BOE, respectively, primarily attributable to a slightly lower production level
than previously targeted.  The lease operating and general and administrative
expense targets are before the impact, if any, of year 2000 bonuses.  Estimated
bonuses added approximately $0.12 per BOE to general and administrative expenses
during 1999.

     The company has entered into hedging arrangements through swaps on a
portion of its oil production.  To date, Vintage has hedged approximately five
million barrels, or 23.5 percent of its targeted 2000 oil production, at an
average NYMEX price of $24.19 per barrel. The company continues to review the
oil and gas markets to determine whether additional hedging is likely to make a
positive contribution toward the achievement of its corporate goals.

     Based on the year-to-date average NYMEX price for oil, the hedges in place
and the outlook for the remainder of 2000, Vintage has increased the assumed
average NYMEX oil price for the year 2000 to between $23.00 and $25.00 per
barrel. The assumed NYMEX gas price has remained unchanged at $2.50 per MMbtu.
The company's average net realized oil price expectation has been raised to 86
percent of the NYMEX price, based on recent experience and the higher average
NYMEX oil prices assumed for 2000. Given the revised expectations for the
capital budget, production, assumed prices and costs enumerated in the
accompanying table, as well as other expectations, Vintage has raised its target
for cash flow and cash flow per share to between $255


                                     -More-
<PAGE>

million and $277 million, or between $3.95 and $4.30 per share, assuming 64.5
million shares outstanding for the year.  This range of targeted cash flow
substantially exceeds budgeted capital expenditures for 2000, providing the
company between $103 million and $131 million to be used to further reduce debt
or fund acquisitions.

Strengthened Balance Sheet

     During 1999, the company generated $162.5 million in cash flow and raised
additional capital of $171.3 million from asset sales and a common stock
offering, for a total of $333.8 million.  The excess of capital generated over
the $237.5 million of oil and gas capital expenditures allowed net debt to be
reduced significantly.  The company's net debt (long-term debt less cash) at
year-end 1999 was $582.6 million compared to $667.3 million at last year-end.
As a result of this decline and a substantial contribution to equity from
earnings, Vintage's net debt-to-book capitalization ratio declined to 57 percent
at year-end 1999 as compared to 71 percent at the prior year end.  To further
strengthen the balance sheet, the company plans to continue its program of non-
strategic asset sales, targeting proceeds totaling $30 to $55 million by the end
of this year.

     "We made significant progress in reducing leverage in 1999 and remain
committed to reducing the debt-to-book capitalization ratio to our target of the
low-to-mid 50's percent by year-end 2000," said S. Craig George, CEO.  "Further,
our borrowing availability under the bank revolving credit facility is in excess
of $310 million and we have over $40 million in cash on the balance sheet at
year-end 1999. We are in an excellent position to meet our internally generated
growth targets and are prepared to capitalize on acquisition opportunities while
maintaining our financial discipline. Given our outlook for the year 2000, a
$200 to $250 million acquisition may be within our reach without the need to
return to the equity market in order to maintain our balance sheet targets," Mr.
George concluded.


                                     -More-
<PAGE>

Forward-Looking Statements

     This release includes certain statements that may be deemed to be "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995.  All statements in this release, other than statements of
historical facts, that address future production and costs, reserve potential,
exploitation and exploration activities, capital budget, NYMEX reference prices,
company realized prices, financial targets and sales of properties and other
future events or developments that the company expects are forward-looking
statements.  Although Vintage believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements
are not guarantees of future performance and actual results or developments may
differ materially from those in the forward-looking statements.  Factors that
could cause actual results to differ materially from those in forward-looking
statements include oil and gas prices, exploitation and exploration successes,
continued availability of capital and financing, and general economic, market or
business conditions.

     Vintage Petroleum, Inc. is an independent energy company engaged in the
acquisition, exploitation, exploration and development of oil and gas properties
and the marketing of natural gas and crude oil.  The company is headquartered in
Tulsa, Oklahoma, and its common shares are traded on the New York Stock Exchange
under the symbol VPI.


                                -Table follows-
<PAGE>

                            VINTAGE PETROLEUM, INC.
                            ----------------------
                                TARGETS FOR 2000
                                ----------------


                                                                2000
                                                               Target
                                                               ------

Oil production (MMBbls):
   U.S.                                                           9.3
   Argentina                                                     10.2
   Other                                                          1.6
   Total                                                         21.1

Gas production (Bcf):
   U.S.                                                          37.2
   Argentina                                                      7.9
   Bolivia                                                        7.4
   Total                                                         52.5

Total MMBOE                                                      29.9

Net realized price as a percent
   of NYMEX - Total Company:
   Oil                                                             86%
   Gas                                                             78%

DD&A per BOE                                                    $3.30
LOE per BOE                                                     $4.70
G&A per BOE                                                     $1.25

Non-Acquisition Capital Spending Budget                         $ 146 million

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

Cash Flow (before working capital changes):
     Assumed NYMEX - $23.00 oil and $2.50 gas                   $ 255 million
     Assumed NYMEX - $25.00 oil and $2.50 gas                   $ 277 million

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


NYMEX :
     Oil - Average of the daily settlement price for the near-month contract for
     light crude oil as quoted on   the New York Mercantile Exchange.

     Gas - Average of the settlement price per MMBtu for the last 3 trading days
     for the applicable contract month for natural gas as quoted on the New York
     Mercantile Exchange.

Targets do not reflect any year 2000 acquisitions or planned oil and gas
property dispositions.

See "Growth Targets for 2000 Revised" and "Forward-Looking Statements" elsewhere
in this release.


                                -Table follows-
<PAGE>

                   VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
                   ----------------------------------------
                       CONSOLIDATED STATEMENTS OF INCOME
                       ---------------------------------
                    (In thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended                       Year Ended
                                                                    December 31,                         December 31,
                                                       ----------------------------------      --------------------------------
                                                              1999               1998                1999              1998
                                                       ----------------    --------------      --------------    --------------

REVENUES:
<S>                                                      <C>                 <C>                 <C>               <C>
   Oil and gas sales                                           $129,829          $ 59,279            $370,731         $ 265,863
   Gas marketing                                                 21,370            14,444              60,275            54,108
   Oil and gas gathering                                          1,771               930               6,955             7,741
   Gain on disposition of assets                                 47,319                 -              54,991                 -
   Other income                                                   1,452                71               3,783             1,223
                                                       ----------------    --------------      --------------    --------------

                                                                201,741            74,724             496,735           328,935
                                                       ----------------    --------------      --------------    --------------

COSTS AND EXPENSES:
   Lease operating, including production taxes                   34,480            31,033             115,471           122,726
   Exploration costs                                              5,151             5,117              14,674            24,056
   Impairment of oil and gas properties                           3,306            70,913               3,306            70,913
   Gas marketing                                                 20,455            13,859              57,550            51,560
   Oil and gas gathering                                          1,221               407               5,153             6,258
   General and administrative                                    11,927             8,074              36,409            31,996
   Depreciation, depletion and amortization                      24,567            28,692             107,807           108,975
   Interest                                                      14,344            12,885              58,665            43,680
                                                       ----------------    --------------      --------------    --------------

                                                                115,451           170,980             399,035           460,164
                                                       ----------------    --------------      --------------    --------------

       Income (loss) before income taxes                         86,290           (96,256)             97,700          (131,229)

PROVISION (BENEFIT) FOR INCOME TAXES:
   Current                                                        3,158            (3,481)              5,954            (4,068)
   Deferred                                                      24,101           (26,125)             18,375           (39,496)
                                                       ----------------    --------------      --------------    --------------

NET INCOME (LOSS)                                              $ 59,031          $(66,650)           $ 73,371         $ (87,665)
                                                       ================    ==============      ==============    ==============

EARNINGS (LOSS) PER SHARE:
   Basic                                                           $.95            $(1.27)              $1.27            $(1.69)
                                                       ================    ==============      ==============    ==============
   Diluted                                                         $.92            $(1.27)              $1.24            $(1.69)
                                                       ================    ==============      ==============    ==============

Weighted average common shares outstanding:
   Basic                                                         62,394            52,600              57,989            51,900
                                                       ================    ==============      ==============    ==============
   Diluted                                                       64,004            52,600              59,315            51,900
                                                       ================    ==============      ==============    ==============
</TABLE>





                                -Table follows-

<PAGE>

                   VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
                   ----------------------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                          (In thousands, except shares
                             and per share amounts)
                                  (Unaudited)
                                  A S S E T S
<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                              -------------------------------------
                                                                                    1999                  1998
                                                                              --------------        ---------------
<S>                                                                           <C>                   <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                      $   42,687             $    5,245
   Accounts receivable -
       Oil and gas sales                                                              87,484                 54,680
       Joint operations                                                                5,211                  5,905
   Prepaids and other current assets                                                  19,109                 18,312
                                                                              --------------        ---------------

          Total current assets                                                       154,491                 84,142
                                                                              --------------        ---------------

PROPERTY, PLANT AND EQUIPMENT, at cost:
   Oil and gas properties                                                          1,521,672              1,368,914
   Oil and gas gathering systems                                                      15,453                 14,774
   Other                                                                              17,287                 16,276
                                                                              --------------        ---------------

                                                                                   1,554,412              1,399,964

   Less accumulated depreciation, depletion and amortization                         583,060                501,722
                                                                              --------------        ---------------

                                                                                     971,352                898,242
                                                                              --------------        ---------------

OTHER ASSETS, net                                                                     42,291                 31,791
                                                                              --------------        ---------------

                                                                                  $1,168,134             $1,014,175
                                                                              ==============        ===============
 <CAPTION>
                           L I A B I L I T I E S  A N D  S T O C K H O L D E R S'  E Q U I T Y

<S>                                                                           <C>                   <C>
CURRENT LIABILITIES:
   Revenue payable                                                                $   25,899             $   17,382
   Accounts payable - trade                                                           26,118                 24,812
   Other payables and accrued liabilities                                             41,885                 24,731
                                                                              --------------        ---------------

       Total current liabilities                                                      93,902                 66,925
                                                                              --------------        ---------------

LONG-TERM DEBT                                                                       625,318                672,507
                                                                              --------------        ---------------

DEFERRED INCOME TAXES                                                                 15,780                      -
                                                                              --------------        ---------------

OTHER LONG-TERM LIABILITIES                                                            2,005                    785
                                                                              --------------        ---------------

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par, 5,000,000 shares authorized,
       zero shares issued and outstanding                                                  -                      -
   Common stock, $.005 par, 80,000,000 shares authorized,
       62,407,866 and 53,107,066 shares issued and outstanding                           312                    266
   Capital in excess of par value                                                    314,490                230,736
   Retained earnings                                                                 116,327                 42,956
                                                                              --------------        ---------------

                                                                                     431,129                273,958
                                                                              --------------        ---------------

                                                                                  $1,168,134             $1,014,175
                                                                              ==============        ===============
</TABLE>
                                -Table follows-
<PAGE>

                    VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
                    ----------------------------------------
                             SUMMARY OPERATING DATA
                             ----------------------
                                  (Unaudited)

<TABLE>
<CAPTION>
                                              Three Months Ended                          Year Ended
                                                 December 31,                            December 31,
                                     ----------------------------------       --------------------------------
                                           1999               1998                  1999               1998
                                     --------------     ---------------       --------------     -------------
<S>                                    <C>                <C>                   <C>           <C>   <C>
Production:
  Oil (MBbls) -
     U.S.                                     2,159               2,403                8,643             9,912
     Argentina                                2,229               1,685                7,560             6,322
     Ecuador                                    216                  78                  597                78
     Bolivia                                     19                  23                   77               122
     Total                                    4,623               4,189               16,877            16,434

  Gas (MMcf) -
     U.S.                                    10,140              10,646               39,150            42,176
     Argentina                                1,761                   -                4,682                 -
     Bolivia                                  1,177               1,026                4,522             5,062
     Total                                   13,078              11,672               48,354            47,238

  Total MBOE                                  6,803               6,135               24,936            24,307

Average price:
  Oil (per Bbl) -
     U.S.                                   $ 21.66             $  9.83              $ 15.92  (a)      $ 11.20
     Argentina                                22.65                8.29                17.48             10.41
     Ecuador                                  24.34                5.77                15.67              5.77
     Bolivia                                  24.67               10.57                17.03             11.31
     Total                                    22.28                9.14                16.62  (a)        10.87

  Gas (per Mcf) -
     U.S.                                   $  2.30             $  1.91              $  2.06           $  1.97
     Argentina                                 1.38                   -                 1.34                 -
     Bolivia                                    .94                 .64                  .71               .78
     Total                                     2.05                1.80                 1.87              1.85
</TABLE>

(a)  Includes the impact of hedging activities.





                                      -30-


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