KCS ENERGY INC
10-Q, 1998-08-14
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)
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<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1998
                                       OR

 / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission file number 1-11698

                                KCS ENERGY, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                        22-2889587
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       Identification No.)

  379 Thornall Street, Edison, New Jersey                     08837
 (Address of principal executive offices)                   (Zip Code)

                                 (732) 632-1770
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE

        (Former name, former address and former fiscal year, if changed
                              since last report.)

         Indicate by check mark whether the registrant: (1) has filed all
         reports required to be filed by Section 13 or 15(d) of the Securities
         Exchange Act of 1934 during the preceding twelve 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.

               (1)   /X/      Yes        (2)            No
                   -------                   --------   

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

         Common Stock, $0.01 par value: 29,579,954 shares outstanding as of July
31, 1998.


                                       1
<PAGE>   2
                        KCS ENERGY, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS

<TABLE>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                              June 30,                          June 30,
(Amounts in thousands except                         --------------------------        --------------------------
per share data)         Unaudited                       1998             1997             1998             1997
                                                     ---------        ---------        ---------        ---------

<S>                                                  <C>              <C>              <C>              <C>      
Oil and gas revenue                                  $  32,157        $  30,589        $  61,863        $  69,823
Other revenue, net                                       1,506            1,962            3,109            2,607
                                                     ---------        ---------        ---------        ---------
Total revenue                                           33,663           32,551           64,972           72,430

Operating costs and expenses
      Lease operating expenses                           7,642            7,011           14,918           13,699
      Production taxes                                   1,008            1,312            2,058            3,086
      General and administrative expenses                2,993            2,289            5,592            5,338
      Depreciation, depletion and amortization          15,547           13,914           28,375           28,565
      Writedown of oil and gas properties               57,631               --           57,631               --
                                                     ---------        ---------        ---------        ---------
Total operating costs and expenses                      84,821           24,526          108,574           50,688
                                                     ---------        ---------        ---------        ---------
Operating income (loss)                                (51,158)           8,025          (43,602)          21,742
Interest and other income, net                             101              119              199              230
Interest expense                                        (8,925)          (4,536)         (16,802)          (9,798)
                                                     ---------        ---------        ---------        ---------
Income (loss) from continuing operations               (59,982)           3,608          (60,205)          12,174
      before income taxes
Federal and state income taxes (benefit)               (21,105)           1,316          (21,188)           4,477
                                                     ---------        ---------        ---------        ---------
Income (loss) from continuing operations               (38,877)           2,292          (39,017)           7,697
Discontinued operations
      Net loss from operations                              --               --               --              (72)
      Net gain on disposition                               --               --               --            5,461
                                                     ---------        ---------        ---------        ---------
Net income (loss)                                    $ (38,877)       $   2,292        $ (39,017)       $  13,086
                                                     =========        =========        =========        =========

Basic and diluted earnings (loss) per share
      of common stock
      Continuing operations                          $   (1.32)       $    0.08        $   (1.32)       $    0.27
      Discontinued operations                               --               --               --             0.19
                                                     ---------        ---------        ---------        ---------
                                                     $   (1.32)       $    0.08        $   (1.32)       $    0.46
                                                     =========        =========        =========        =========

Weighted average shares outstanding                     29,480           29,272           29,461           28,311
                                                     =========        =========        =========        =========
</TABLE>

The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.


                                       2
<PAGE>   3
                        KCS ENERGY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
(Dollars in thousands except                                June 30,       December 31,
per share data)                     Unaudited                1998              1997
                                                           ---------        ---------
<S>                                                        <C>              <C>      
Assets
Current assets
      Cash and cash equivalents                            $   6,227        $   4,802
      Trade accounts receivable, net                          29,927           40,115
      Other current assets                                     6,175            6,752
                                                           ---------        ---------
           Current assets                                     42,329           51,669
                                                           ---------        ---------
Oil and gas properties, full cost method, net                431,565          403,754
Other property, plant and equipment, net                      23,542           22,579
                                                           ---------        ---------
           Property, plant and equipment, net                455,107          426,333
                                                           ---------        ---------
Deferred taxes and other assets                               48,916           24,412
                                                           ---------        ---------
                                                           $ 546,352        $ 502,414
                                                           =========        =========


Liabilities and stockholders' equity
Current liabilities
      Accounts payable                                     $  24,744        $  39,500
      Accrued liabilities                                     21,242           24,524
                                                           ---------        ---------
           Current liabilities                                45,986           64,024
                                                           ---------        ---------
Deferred credits and other liabilities                           875              875
                                                           ---------        ---------
Long-term debt                                               393,890          292,445
                                                           ---------        ---------
Stockholders' equity
      Common stock, par value $0.01 per
           share - authorized 50,000,000
           shares, issued 31,386,450 and
           31,229,890, respectively                              314              312
      Additional paid-in capital                             144,861          144,135
      Retained earnings                                      (36,186)           4,011
      Less treasury stock, 1,801,496 shares, at cost          (3,388)          (3,388)
                                                           ---------        ---------
           Total stockholders' equity                        105,601          145,070
                                                           ---------        ---------
                                                           $ 546,352        $ 502,414
                                                           =========        =========
</TABLE>


The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.


                                       3
<PAGE>   4
                        KCS ENERGY, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                      June 30,
                                                             --------------------------
(Dollars in thousands)                        Unaudited         1998            1997
                                                             ---------        ---------
<S>                                                          <C>              <C>      
Cash flows from operating activities:
      Net income (loss)                                      $ (39,017)       $  13,086
      Non-cash charges (credits):
          Depreciation, depletion and amortization              28,375           28,565
          Writedown of oil and gas properties                   57,631               --
          Gain on sale of discontinued operations                   --           (5,461)
          Deferred income taxes                                (21,361)           3,834
          Other non-cash charges and credits, net                1,046              876
                                                             ---------        ---------
                                                                26,674           40,900
      Net changes in assets and liabilities:
          Trade accounts receivable                             10,188           36,682
          Accounts payable and accrued liabilities             (18,037)         (37,504)
          Other, net                                               190            5,505
                                                             ---------        ---------
Net cash provided by operating activities                       19,015           45,583
                                                             ---------        ---------

Cash flows from investing activities:
      Investment in oil and gas properties                    (117,494)         (85,436)
      Proceeds from the sale of pipeline assets                     --           27,907
      Proceeds from the sale of oil and gas properties           4,815            3,712
      Other capital expenditures, net                           (2,101)          (1,274)
                                                             ---------        ---------
Net cash used in investing activities                         (114,780)         (55,091)
                                                             ---------        ---------

Cash flows from financing activities:
      Proceeds from debt                                       229,100           49,100
      Repayments of debt                                      (127,700)        (151,991)
      Proceeds from issuance of common stock                       728          112,898
      Deferred financing costs                                  (3,760)            (169)
      Other, net                                                (1,178)            (887)
                                                             ---------        ---------
Net cash provided by financing activities                       97,190            8,951
                                                             ---------        ---------
Net increase (decrease) in cash and cash equivalents             1,425             (557)
Cash and cash equivalents at beginning of period                 4,802            5,100
                                                             ---------        ---------
Cash and cash equivalents at end of period                   $   6,227        $   4,543
                                                             =========        =========
</TABLE>


The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.


                                       4
<PAGE>   5
                        KCS ENERGY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The condensed interim financial statements included herein have been prepared
by KCS Energy, Inc. (KCS or Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and reflect all
adjustments which are of a normal recurring nature and which, in the opinion of
management, are necessary for a fair statement of the results for interim
periods. Certain information and footnote disclosures have been condensed or
omitted pursuant to such rules and regulations. Although KCS believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these condensed financial statements be read in conjunction with
the financial statements and the notes thereto included in the Company's latest
annual report to stockholders. Certain previously reported amounts have been
reclassified to conform with current year presentations.

2. In January 1998, the Company completed a public offering of $125 million
senior subordinated notes at an interest rate of 8.875% due January 15, 2008.
The net proceeds of approximately $121 million were used to pay down borrowings
under the Company's bank credit facilities.

3. Basic earnings per share were computed by dividing net income by the average
number of common shares outstanding during the quarter and six-month period as
required by FASB Statement No. 128, "Earnings per Share" ("SFAS 128"). Diluted
earnings per share have been computed by dividing net income by the average
number of common shares outstanding plus the incremental shares that would have
been outstanding assuming the exercise of stock options and stock warrants as
applicable. A reconciliation of shares used for basic earnings per share and
those used for diluted earnings per share is as follows:


<TABLE>
<CAPTION>
                                        Three Months Ended         Six Months Ended
                                            June 30,                   June 30,
                                       ---------------------       --------------------
                                          1998         1997         1998         1997
                                         ------       ------       ------       ------
                                       (amounts in thousands)     (amounts in thousands)
<S>                                    <C>            <C>          <C>          <C>   
Average common stock outstanding         29,480       29,272       29,461       28,311
Average common stock equivalents            325          454          353          462
                                         ------       ------       ------       ------

Average common stock and common
     stock equivalents outstanding       29,805       29,726       29,814       28,773
                                         ======       ======       ======       ======
</TABLE>


4. Supplemental cash flow information. The Company considers all highly liquid
debt instruments with a maturity of three months or less when purchased to be
cash equivalents. For the six months ended June 30, 1998 interest payments were
$11.2 million compared to $10.6 million for the six months ended June 30, 1997.
Income tax payments were $0.3 million and $0.5 million for the six month periods
ended June 30, 1998 and 1997, respectively.


                                       5
<PAGE>   6
                        KCS ENERGY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. During the first quarter of 1997, the Board of Directors approved a plan to
discontinue the Company's natural gas transportation and third-party gas
marketing operations in order to focus on the core oil and gas exploration and
production operations. As of June 30, 1997, the Company sold its Texas
intrastate natural gas pipeline system, together with related marketing assets
and a joint venture gathering system, realizing proceeds of approximately $28
million and an after-tax gain of $5.5 million. Accordingly, the results of the
transportation and marketing operations have been classified as discontinued
operations in 1997. The summarized results of these operations for the six
months ended June 30, 1997 were as follows: revenue $22.0 million, net loss from
operations of $0.1 million and net gain on disposal of $5.5 million. The gain on
disposal included a $1.1 million pretax ($0.7 million after-tax) provision for
estimated losses during the wind-down period. By December 31, 1997, all assets
of the discontinued operations were disposed of.

6. In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
133 requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate, and assess the effectiveness
of transactions that receive hedge accounting.

         SFAS 133 is effective for the Company in the first quarter of 2000. The
Company has not yet quantified the impacts of adoption of SFAS 133 in its
financial statements and has not determined the timing of or method of the
adoption. SFAS 133 must be applied to (a) derivative instruments and (b) certain
derivative instruments embedded in hybrid contracts that were issued, acquired,
or substantively modified after December 31, 1997.


                                       6
<PAGE>   7
                        KCS ENERGY, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

         The following discussion focuses on material changes in results of
operations for the three and six months ended June 30, 1998, compared to the
three and six months ended June 30, 1997, and in financial condition since
December 31, 1997. All references in the following discussion related to
earnings per share relate to the Company's basic earnings per share.

Results of Operations

         Net loss for the three months ended June 30, 1998 was $38.9 million,
or $1.32 per share, compared to net income of $2.3 million, or $0.08 per share,
for the same period last year. The loss in the 1998 quarter resulted primarily
from a non-cash writedown of oil and gas properties of $57.6 million ($37.5
million after tax). Excluding the effect of this non-cash writedown, the net
loss was $1.4 million or $0.05 per share reflecting substantially lower oil
prices, higher interest costs and a higher depletion rate compared to the same
period a year ago which more than offset the benefits of higher production
levels.                          

         Net loss for the six months ended June 30, 1998 was $39.0 million, or
$1.32 per share, compared to income from continuing operations of $7.7 million,
or $0.27 per share for the same period last year. The prior year six-month
period also included net income of $5.4 million, or $0.19 per share, from
discontinued operations.

         While the depressed oil and gas price environment in 1998 impacted
all of the Company's operations, the Rocky Mountain operations were impacted
the most.  Realized oil prices in this region averaged $8.16 per barrel for the
current quarter, reprsenting a 40% decline when compared to those of the same
period last year. These lower prices, combined with high unit production costs
at the current production levels, have resulted in operating losses for the
Rocky Mountain operations of $1.7 million and $2.4 million for the quarter and
six months ended June 30, 1998, respectively. During the latter part of the
second quarter of 1998, the Company curtailed its capital spending program in
this area and implemented a cost reduction plan which should enable these
operations to significantly reduce operating and administrative expenses and to
break even on a cash basis. In the meantime, the Company will continue to
evaluate how best to proceed with the development of the Manderson Field and
its multiple reservoirs.       


                                       7
<PAGE>   8
                        KCS ENERGY, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenue
<TABLE>
<CAPTION>
                               Three Months Ended           Six Months Ended
                                      June 30,                  June 30,
                              ---------------------       ----------------------
                               1998          1997          1998          1997
                              -------       -------       -------       -------
<S>                           <C>           <C>           <C>           <C>    
Production:
      Oil (Mbbl)                  489           427           857           882
      Liquids (Mbbl)               35            28            56            70
      Gas (MMcf)               12,312        10,920        23,637        22,159
      Total (MMcfe)            15,453        13,648        29,112        27,872

Average Price:
      Oil (per bbl)           $ 10.82       $ 17.89       $ 11.86       $ 19.60
      Liquids (per bbl)          5.48         10.73          6.77         11.76
      Gas (per Mcf)              2.17          2.07          2.17          2.33
      Total (per Mcfe)           2.08          2.24          2.13          2.51

Revenue:
      Oil                     $ 5,287       $ 7,637       $10,161       $17,289
      Liquids                     192           299           377           827
      Gas                      26,678        22,653        51,325        51,707
                              -------       -------       -------       -------
      Total                   $32,157       $30,589       $61,863       $69,823
                              =======       =======       =======       =======
</TABLE>



         Gas revenue. For the three months ended June 30, 1998, gas revenue
increased $4.0 million to $26.7 million. Of this increase $3.0 million was due
to a 13% increase in production with the remainder attributable to a 4% increase
in average realized gas prices.

         For the six months ended June 30, 1998, gas revenue decreased $0.4
million to $51.3 million. A 7% decrease in average realized gas prices resulted
in lower revenue of $3.6 million which more than offset a 7% increase in
production.

         Oil and liquids revenue. For the three months ended June 30, 1998, oil
and liquids revenue was $5.5 million, compared to $7.9 million during the 1997
period. Of this decrease, $3.1 million was attributable to significantly lower
average realized oil and liquids prices. Average realized oil prices during the
current year three-month period were $10.82, or 40% lower than the same period
last year. This was partially offset by a 15% increase in oil and liquids
production.     

         For the six months ended June 30, 1998, oil and liquids revenue
decreased $7.6 million to $10.5 million compared to the same period in 1997
primarily due to lower prices.                                                

         Prices for oil and gas are subject to wide fluctuations in response to
relatively minor changes in the supply of and demand for oil and gas, market
uncertainty and a variety of additional factors that are           


                                       8
<PAGE>   9
                        KCS ENERGY, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

beyond the Company's control. These factors include political conditions in the
Middle East and elsewhere, domestic and foreign supply of oil and gas, the level
of consumer demand, weather conditions and overall economic conditions.

Other revenue, net

         Other revenue includes $1.1 million for the three months ended and $2.2
million for the six months ended June 30, 1998 related to severance tax refunds.
In 1997, other revenue was mainly due to a $1.3 million settlement of a gas
contract dispute recorded in the second quarter.

Lease operating expenses

         Lease operating expenses increased $0.6 million to $7.6 million and
$1.2 million to $14.9 million for the three and six months ended June 30, 1998,
respectively, compared to the same periods a year ago. These increases were
primarily attributable to activity in the Rocky Mountain region.            

Production taxes

         Production taxes, which are generally levied based upon a percentage
of revenue, decreased $0.3 million to $1.0 million for the second quarter of
1998 and $1.0 million to $2.1 million for the six months ended June 30, 1998,
compared to the same periods in 1997.                                    

General and administrative expenses

         General and administrative expenses increased $0.7 million to $3.0
million and $0.3 million to $5.6 million for the three and six months ended June
30, 1998, respectively, compared to the same periods in 1997. These increases
were largely as a result of the expansion of the Company's volumetric production
payment program (VPP) and higher costs associated with the Rocky Mountain
operations.

Depreciation, depletion and amortization

         The Company provides for depletion on its oil and gas properties
using the future gross revenue method, whereby the depletion rate is calculated
as a percentage of amortizable oil and gas properties to future gross revenue 
based on recoverable reserves valued at current prices. During the three months
ended June 30, 1998, DD&A on the Company's oil and gas properties increased
$1.6 million due primarily to a higher DD&A rate in the 1998 quarter. The DD&A
rate increased to 46% of revenue in the current year three-month period,
compared to 44% during the same period a year ago. The increase in the rate
reflects the lower energy prices in 1998.                 

         For the six months ended June 30, 1998, DD&A on the Company's oil and
gas properties decreased $0.2 million as compared to the similar period in 1997.
This decrease was primarily due to lower oil and gas revenues partially offset
by a higher depletion rate in the current year.

Writedown of Oil and Gas Properties

         At June 30, 1998, the Company, in accordance with the full cost
accounting method and procedures prescribed by the SEC, recorded a $57.6
million ($37.5 million after tax) non-cash writedown of its oil and gas
properties. Under the SEC
                                                                        

                                       9
<PAGE>   10
                        KCS ENERGY, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

accounting procedures, capitalized oil and gas property costs are limited to
the present value of future net revenues from estimated production of proved
oil and gas reserves at end of period prices, discounted at 10%, plus the
historical cost of unproved properties ("SEC PV10 value"). To the extent that
the capitalized costs exceed the estimated SEC PV 10 value at the end of any
fiscal quarter, such excess costs are written down with a corresponding charge
to income. The decrease in the June 30, 1998 SEC PV 10 value was primarily
attributable to the impact of significantly lower period end oil and gas        
prices.                                                                        

         Further price declines, if not offset by increases in proved oil and
gas reserves, could result in future ceiling writedowns.

Interest expense

         Interest expense was $8.9 million during the second quarter of 1998
compared to $4.5 million for the same period last year. For the six months ended
June 30, 1998 interest expense was $16.8 million compared to $9.8 million. The
increases during the 1998 periods reflect higher average borrowings during the
1998 period due to the expansion of the Company's oil and gas operations.

Liquidity and Capital Resources

Cash flow from operating activities

         Net income adjusted for non-cash charges decreased $14.2 million to
$26.7 million for the six months ended June 30, 1998, compared to $40.9 million
during the same period in 1997 mainly due to the impact of lower oil and gas
prices on oil and gas revenue and additional interest costs related to
incremental borrowings. Net cash provided by operating activities was $19.0
million during the current year six-month period, compared to $45.6 million for
the six months ended June 30, 1997. In addition to the effect of lower energy
prices, the 1998 six-month period was impacted by the timing of cash receipts
and payments which were generally at a lower level in 1998 due to the
discontinuation of the Company's natural gas transporation and marketing
operations in 1997.                 

Investing activities

         Capital expenditures on oil and gas properties for the six months
ended June 30, 1998 were $117.5 million of which $47.9 million was for
development drilling, $60.5 million for the acquisition of proved reserves
primarily under the Company's VPP program and $9.1 million was for lease
acquisitions, seismic surveys and exploratory drilling.                   

         The remainder of the Company's 1998 capital spending budget of
approximately $40 million is expected to be funded by cash flow from
operations.  The sale of non-strategic oil and gas properties which are located
outside of the Company's primary operating fields is being explored and could
be an additional source of cash.          

Financing Activities

         On January 15, 1998, the Company completed a public offering of $125
million senior subordinated notes at an interest rate of 8.875% due January 15,
2008. The net proceeds of approximately $121 million were used to pay down
borrowings under the Company's bank credit facilities.


                                       10
<PAGE>   11
                        KCS ENERGY, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         At June 30, 1998, the Company had $45.7 million of availability under
its bank credit facilities. In July, 1998 the availability was increased by $10
million following the completion of a borrowing base review by the lenders. The
borrowing base is a function of the lenders' determination of the loan value of
the underlying oil and gas properties.

Forward-Looking Statements

         The information discussed in this Form 10-Q includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). All statements other than statements
of historical facts included herein regarding planned capital expenditures, the
Company's financial position and future operations, are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, they do involve certain
assumptions, risks and uncertainties, and the Company can give no assurance that
such expectations will prove to have been correct. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the timing and success of
the Company's drilling activities, the volatility of prices and supply and
demand for oil and gas, the numerous uncertainties inherent in estimating
quantities of oil and gas reserves and actual future production rates and
associated costs, the usual hazards associated with the oil and gas industry
(including blowouts, cratering, pipe failure, spills, explosions and other
unforeseen hazards), and increases in regulatory requirements.
         All forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by such factors.


                                       11
<PAGE>   12
                          KCS ENERGY, INC. - FORM 10-Q
                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

         Reference is made to Item 3, Legal Proceedings, in the Company's Annual
         Report on Form 10-K/A for the year ended December 31, 1997.

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

         (a) Exhibits:

                   Exhibit 27 - Financial Data Schedule.

         (b) Reports on Form 8-K.
                   There were no reports on Form 8-K filed during the three
                   months ended June 30, 1998.



                                   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.

                                         KCS ENERGY, INC.



      August 14, 1998                    /S/  PAUL S. SAMETT
      ---------------                    -------------------
                                         Paul S. Samett
                                           Senior Vice President and
                                             Chief Financial Officer

      August 14, 1998                    /S/  FREDERICK DWYER
      ---------------                    -------------------
                                         Frederick Dwyer
                                           Vice President, Controller
                                             and Secretary
                                       12

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                           6,227
<SECURITIES>                                         0
<RECEIVABLES>                                   29,927
<ALLOWANCES>                                         0
<INVENTORY>                                      1,843
<CURRENT-ASSETS>                                42,329
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