<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 0-17162
---------------
KEY PRODUCTION COMPANY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1089744
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Norwest Center, 20th Floor
1700 Lincoln Street, Denver, Colorado 80203-4520
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (303) 837-0779
---------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
------ -----
The number of shares of Key Production Company, Inc. common stock, $.25 par
value, outstanding as of March 31, 1997, is 11,457,761.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------
KEY PRODUCTION COMPANY, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------
(In thousands, except per share data) 1997 1996
----------- ---------
<S> <C> <C>
REVENUES:
Oil and gas production revenues $11,039 $5,881
Other revenues 71 -
------- ------
11,110 5,881
------- ------
OPERATING EXPENSES:
Depreciation, depletion and amortization 3,154 2,326
Operating costs 2,753 1,583
Administrative, selling and other 409 391
Financing costs:
Interest costs 189 111
Interest income (24) (5)
------- ------
6,481 4,406
------- ------
INCOME BEFORE INCOME TAXES 4,629 1,475
PROVISION FOR INCOME TAXES 1,759 561
------- ------
NET INCOME $ 2,870 $ 914
======= ======
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE: $.24 $.10
======= ======
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 12,179 9,459
======= ======
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement
-2-
<PAGE>
KEY PRODUCTION COMPANY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------
(In thousands) 1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,870 $ 914
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 3,154 2,326
Deferred income taxes 1,574 502
Changes in operating assets and liabilities:
(Increase)decrease in receivables 2,798 (609)
Decrease in prepaid expenses and
other 243 146
Increase(decrease)in accounts payable and
accrued expenses 1,075 (688)
Decrease in long-term property liabilities and
other (235) (4)
------- -------
Net cash provided by operating activities 11,479 2,587
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and gas exploration and development expenditures (5,739) (3,933)
Acquisition of oil and gas properties (404) (181)
Cash received in connection with acquisition - 1,686
Proceeds from sale of oil and gas properties 44 -
Other capital expenditures (66) (24)
------- -------
Net cash used by investing activities (6,165) (2,452)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term borrowings 1,000 1,600
Payments on long-term debt (4,500) -
Payments to acquire treasury stock (1) -
------- -------
Net cash provided (used) by financing activities (3,501) 1,600
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,813 1,735
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,581 591
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,394 $ 2,326
======= =======
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
-3-
<PAGE>
KEY PRODUCTION COMPANY, INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, December 31,
(In thousands) 1997 1996
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,394 $ 1,581
Receivables 5,825 8,623
Prepaid expenses and other 631 874
-------- --------
9,850 11,078
-------- --------
OIL AND GAS PROPERTIES, ON THE BASIS OF FULL
COST ACCOUNTING:
Proved properties 108,046 102,487
Unproved properties and properties under
development, not being amortized 11,235 10,685
-------- --------
119,281 113,172
Less - accumulated depreciation,
depletion and amortization (32,052) (28,941)
-------- --------
87,229 84,231
-------- --------
OTHER ASSETS, NET
654 631
-------- --------
$ 97,733 $ 95,940
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5,491 $ 4,405
Accrued exploration and development 862 852
Accrued lease operating expense and other 715 761
-------- --------
7,068 6,018
-------- --------
LONG-TERM DEBT 19,000 22,500
-------- --------
NONCURRENT LIABILITIES
Deferred income taxes 11,503 9,929
Long-term property liabilities and other 1,989 2,224
-------- --------
13,492 12,153
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, $.25 par value, 50,000,000
shares authorized, 11,713,584
shares issued 2,928 2,928
Paid-in capital 37,250 37,245
Retained earnings 20,339 17,469
Treasury stock at cost, 255,823 and
259,093 shares, respectively (2,344) (2,373)
-------- --------
58,173 55,269
-------- --------
$ 97,733 $ 95,940
======== ========
</TABLE>
The accompanying note to financial statements are
an integral part of this statement.
-4-
<PAGE>
KEY PRODUCTION COMPANY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
TOTAL
STOCK-
COMMON PAID-IN RETAINED TREASURY HOLDERS'
STOCK CAPITAL EARNINGS STOCK EQUITY
------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
(In thousands, except per share data)
BALANCE, DECEMBER 31, 1996 $2,928 $37,245 $17,469 $(2,373) $55,269
Net income - - 2,870 - 2,870
Treasury stock issued - 5 - 30 35
Treasury stock purchased - - - (1) (1)
------ ------- ------- ------- -------
BALANCE, MARCH 31, 1997 $2,928 $37,250 $20,339 $(2,344) $58,173
====== ======= ======= ======= =======
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
-5-
<PAGE>
KEY PRODUCTION COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The financial statements included herein have been prepared by Key
Production Company, Inc. ("Key" or the "Company"), without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission, and reflect
all adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods, on a basis consistent with the
annual audited statements. All such adjustments are of a normal, recurring
nature except as disclosed herein. Certain information, accounting policies,
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.
These financial statements should be read in conjunction with the financial
statements and summary of significant accounting policies and notes thereto
included in the Company's latest annual report on Form 10-K.
BASIS OF PRESENTATION
Key consummated the acquisition of Brock Exploration Corporation (Brock) on
March 28, 1996 in a tax-free reorganization pursuant to which Brock became a
wholly-owned subsidiary of Key. To effect the transaction, each Brock
shareholder received one share of Key common stock for each 1.45 Brock shares
held. The accompanying financial statements include the accounts of Key for
1997 and 1996 and the accounts of Brock for the periods subsequent to the
acquisition.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
INCOME TAXES
Income tax expense consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---------- -----------
<S> <C> <C>
Current Taxes:
Federal $ - $ -
State 185 59
Deferred Taxes: 1,574 502
------ -----
$1,759 $ 561
====== =====
</TABLE>
NET INCOME PER SHARE
Net income per share amounts are based on the weighted average number of
common shares outstanding for each period. When dilutive, outstanding options
to purchase common stock are included as share equivalents using the treasury
stock method. Only one per share figure is presented for each period because
-6-
<PAGE>
the fully diluted and primary earnings per share amounts are not materially
different.
The Company will adopt Financial Accounting Standards No. 128, "Earnings
per Share," on December 15, 1997. The new standard replaces "primary earnings
per share" with "basic earnings per share" and redefines "diluted earnings per
share." On a pro forma basis, the Company would report the following per share
results for the first quarters of 1997 and 1996.
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------
1997 1996
---------- --------
<S> <C> <C>
Basic earnings per common share $ .25 $ .10
Diluted earnings per common share $ .24 $ .10
</TABLE>
STATEMENT OF CASH FLOWS
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. These
investments earned 5.5 percent rates of interest at March 31, 1997 and December
31, 1996, with cost approximating market.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
(In thousands)
Cash paid during the period for:
Interest (net of amounts capitalized) $ 368 $ 102
Income taxes (net of refunds received) $ 6 $ 12
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
In connection with the Brock acquisition, the Company received cash and
cash equivalents totaling $2,098,000. In addition to the cash impact, the
acquisition had the following non-cash impact on the Company's March 31, 1997
balance sheet:
<TABLE>
<CAPTION>
Amount
--------------
(in thousands)
<S> <C>
Current assets $ 1,383
Oil and gas properties 21,346
-------
$22,729
=======
Current liabilities $ 1,099
Long-term debt 7,950
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Non-current liabilities 1,909
Stockholder's equity 13,869
-------
$24,827
=======
</TABLE>
PRO FORMA FINANCIAL INFORMATION
Key consummated the acquisition of Brock Exploration Corporation (Brock) on
March 28, 1996 in a tax-free reorganization pursuant to which Brock became a
wholly-owned subsidiary of Key. To effect the transaction, each Brock
shareholder received one share of Key common stock for each 1.45 Brock shares
held.
The following unaudited pro forma information was prepared as if the
acquisition occurred on January 1, 1996. The pro forma data presented is based
on numerous assumptions and is not necessarily indicative of future operations.
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
------------------
(In thousands, except per share data)
<S> <C>
Revenues $8,386
Net income $1,453
Net income per share $ .12
</TABLE>
-8-
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL RESULTS
Key's 1997 first quarter net income was $2.9 million, or three times the
$.9 million reported for the same period of 1996. On a per share basis, net
income rose 140 percent to $.24 per share. Earnings for the first quarters of
1997 and 1996 are based on revenues of $11.1 million and $5.9 million,
respectively.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
--------------------
1997 1996
--------- --------
<S> <C> <C>
Selected Oil and Gas
Operating Statistics
- --------------------
Gas Volume - Mcf per day 28,367 17,039
Gas Price - Per Mcf $ 2.66 $ 2.07
Oil Volume - Barrels per day 2,229 1,634
Oil Price - Per barrel $ 20.41 $ 17.29
Full Cost Amortization Rate 28.2% 38.9%
</TABLE>
Oil and gas revenues increased by 88 percent between 1997 and 1996 as a
result of increases in production and prices. Key's oil and gas revenues were
$11.0 million for the first quarter of 1997, compared to $5.9 million for the
same period of 1996. Results for 1997 include the full impact of the Brock
acquisition and the continued success of the Company's drilling program.
Gas sales more than doubled to reach $6.8 million for 1997. Most of this
increase can be attributed to increased gas production from the Brock
acquisition. Average daily gas volumes climbed from 17,039 Mcf per day in 1996
to 28,367 Mcf per day in 1997, adding approximately $2.1 million of sales value.
Key's average gas price increased by $.59 per Mcf and contributed another $1.5
million to gas sales.
Oil sales for 1997 are up 59 percent over 1996 first quarter results.
Increases to oil production and prices combined for a $1.5 million increase to
oil sales. Average daily production rose 35 percent to 2,229 barrels per day in
1997, elevating oil sales by $.9 million. The Company's average oil price
increased from $17.29 per barrel in 1996 to $20.41 per barrel in 1997 for an
additional $.6 million lift to oil sales.
Product sales from gas processing plants increased 63 percent between the
first quarters of 1997 and 1996, but did not contribute a significant amount to
oil and gas revenues. In the first quarter of 1997, Key's oil and gas revenues
are derived from the following product mix: 37 percent oil, 62 percent gas and
1 percent plant products. This compares to the following components for 1996:
44 percent oil, 55 percent gas and 1 percent plant products.
Other revenues were $71,000 for the first quarter of 1997. Key acquired a
pipeline in the first quarter of 1996 as part of the Brock acquisition. The
majority of other revenues for 1997 was derived from this pipeline.
-9-
<PAGE>
Depreciation, depletion and amortization (DD&A) expense increased 36
percent between the first quarters of 1997 and 1996. The DD&A increase was a
direct result of Key's increased oil and gas sales. However, due to a decline
in the 1997 DD&A rate, the increase was not as pronounced as the sales increase.
Key's depletion rate as a percentage of oil and gas sales dropped from 38.9
percent in 1996 to 28.2 percent in 1997. Improved oil and gas prices were the
major contributing factors for improved DD&A rates in 1997. Also included in
DD&A expense for the two quarters is a relatively immaterial amount of
depreciation on fixed assets and amortization of financing costs associated with
the Company's credit facility.
Consistent with oil and gas revenue increases, quarterly operating expenses
increased 74 percent to $2.8 million. Expense increases are a result of the
Brock acquisition in 1996 and the resulting larger property base. On a unit of
production basis, expenses increased from $.65 per EMcf in 1996 to $.73 per EMcf
in 1997. (Oil is compared to natural gas in terms of equivalent thousand cubic
feet, "EMcf" One barrel of oil is the energy equivalent of six Mcf of natural
gas.)
General, administrative and other costs increased just 5 percent between
1996 and 1997. In units of production, this small variance equates to a $.05
per EMcf, or 32 percent decrease. Due to certain economies of scale and full
cost accounting rules which provide for the capitalization of direct overhead
related to exploration and development activities, the Company was able to
maintain levels of administrative expense while managing a larger asset base.
Interest expense before capitalization for the first quarters of 1997 and
1996 was $360,000 and 268,000, respectively. Key capitalizes interest on
borrowings associated with the undeveloped leasehold acquired in the second
quarter of 1994. These amounts were $171,000 and $157,000 for the same periods
of 1997 and 1996, respectively.
CASH FLOW AND LIQUIDITY
Liquidity refers to the ability of an enterprise to generate adequate
amounts of cash to satisfy its financial commitments. Key's primary needs for
cash are to fund oil and gas exploration, development and acquisition activities
and for payment of existing obligations and trade commitments related to oil and
gas operations. The Company's primary source of liquidity are cash flows from
operating activities and proceeds from financing activities. Management
believes that the overall sources of funds available to Key will continue to be
more than sufficient to satisfy the Company's financial obligations.
Cash from operating activities reached $11.5 million for the first quarter
of 1997, more than four times the $2.6 million reported for the same quarter of
1996. The Brock acquisition and resulting increases to net income, DD&A expense
and deferred taxes added $3.9 million. The balance of the increase stems from a
decrease in revenue receivables and an increase in accounts payable.
Cash expenditures for exploration and development reached $5.7 million for
the first quarter of 1997. This is a 46 percent increase over the $3.9 million
expended in the first quarter of 1996.
-10-
<PAGE>
On March 28, 1996, Key consummated a merger with Brock Exploration
Corporation. In this non-cash transaction, Brock became a wholly-owned
subsidiary of Key. Key's consolidated balance sheet includes the assets and
liabilities, as well as the adjustments required to record the acquisition under
purchase accounting rules.
The Company retired a net $3.5 million of long-term bank debt in the first
quarter of 1997 using cash from operating activities. In the first quarter of
1996, the Company borrowed $1.6 million against its credit facility to finance
exploration and drilling activities in excess of cash generated by operating
activities.
The Company's ratio of current assets to current liabilities was 1.4 to 1
at March 31, 1997, compared to 1.8 to 1 at December 31, 1996.
Management believes that cash on hand, net cash generated from operations
and remaining amounts available under the existing line of credit will be
adequate to meet future liquidity needs, including satisfying the Company's
financial obligations and funding operations, exploration and development
activities.
FUTURE TRENDS
The Company expects that cash on hand, net cash generated by operating
activities and amounts available under the credit facility will be adequate to
meet future liquidity needs under current corporate policies. Management
believes that the overall sources of funds available to Key will continue to be
sufficient to provide resources to meet the Company's exploration, development
and acquisition objectives.
The Company expects to continue to expand its drilling program for the
remainder of 1997. As of the end of the first quarter, drilling expenditures
were significantly ahead of last year at this time. The Mid-Continent and
California regions will be the areas with the greatest increase relative to last
year. A California regional office will be opened during the second quarter of
1997. During 1997, Key's Gulf Coast exploration effort is expected to focus on
the salt dome basins of Louisiana and central Mississippi. The Company acquired
non-producing acreage in this area during the second quarter of 1997 and intends
to use 3-D seismic technology to enhance its exploration efforts there.
As discussed previously, first quarter product prices were very strong
averaging $2.66 per Mcf for gas and $20.41 per barrel for oil. The Company
expects product prices for the second quarter of 1997 to be lower than those
received in the first quarter. This price decline will negatively impact the
revenue the Company reports in the second quarter of 1997.
Increased production from new drilling will mitigate the impact on reported
revenue. However, lower production rates from existing properties due to normal
depletion combined with the effect of lower prices may more than offset the
effect of new production from drilling.
The Company continues to review merger and acquisition opportunities when
they become known. Potential acquisitions or mergers with the economic and
strategic attributes necessary to facilitate the profitable growth of the
Company will be actively pursued.
-11-
<PAGE>
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISION OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This report contains "forward-looking statements" within the meaning of the
federal securities laws. These forward-looking statements include, among
others, statements concerning the Company's outlook for the remainder of 1997
with regard to production levels, price realizations, expenditures for
exploration and development, plans for funding operations and capital
expenditures, and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. The forward-looking statements in this
report are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed in or implied by the statements.
These risks and uncertainties include, but are not limited to,
fluctuations in the price the Company receives for its oil and gas production,
reductions in the quantity of oil and gas sold due to decreased industry-wide
demand and/or curtailments in production from specific properties due to
mechanical, marketing or other problems, operating and capital expenditures that
are either significantly higher or lower than anticipated because the actual
cost of identified project varied from original estimates and/or from the number
of exploration and development opportunities being greater or fewer than
currently anticipated and increased financing costs due to a significant
increase in interest rates. These and other risks and uncertainties affecting
the Company are discussed in greater detail in this report and in other filings
by the Company with the Securities and Exchange Commission.
-12-
<PAGE>
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 THE SECURITY HOLDERS
- ----------------------------------------------------------------
None.
ITEM 5. OTHER INFORMATION
- --------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) Exhibits:
27.1 Financial Data Schedule for Commercial and Industrial Companies
per Article 5 of the Regulation S-X for the quarter ended March
31, 1997.
(b) Reports on Form 8-K:
None.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 13, 1997
KEY PRODUCTION COMPANY, INC.
/s/ Monroe W. Robertson
----------------------------
Monroe W. Robertson
Senior Vice President and Secretary
(Principal Financial Officer)
/s/ Cathy L. Anderson
----------------------------
Cathy L. Anderson
Controller
(Principal Accounting Officer)
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000837290
<NAME> KEY PRODUCTION COMPANY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,394
<SECURITIES> 0
<RECEIVABLES> 5,825
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,850
<PP&E> 119,281
<DEPRECIATION> 32,052
<TOTAL-ASSETS> 97,733
<CURRENT-LIABILITIES> 7,068
<BONDS> 19,000
0
0
<COMMON> 2,928
<OTHER-SE> 55,245
<TOTAL-LIABILITY-AND-EQUITY> 97,733
<SALES> 11,039
<TOTAL-REVENUES> 11,110
<CGS> 5,864
<TOTAL-COSTS> 5,864
<OTHER-EXPENSES> 452
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 360
<INCOME-PRETAX> 4,629
<INCOME-TAX> 1,759
<INCOME-CONTINUING> 2,870
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,870
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
