FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
_______________________________________________
For Quarter Ended March 31, 1994 Commission file number 1-10509
SNYDER OIL CORPORATION
Exact name of registrant as specified in its charter)
Delaware 75-2306158
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Main Street, Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (817)338-4043
_____________________________________________________________________
(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 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 .
23,353,556 Common Shares were outstanding as of May 2, 1994
PART I. FINANCIAL INFORMATION
The financial statements included herein have been prepared in
conformity with generally accepted accounting principles. The
statements are unaudited, but reflect all adjustments which, in the
opinion of management, are necessary to fairly present the Company's
financial position and the results of operations.
<TABLE>
<CAPTION>
SNYDER OIL CORPORATION
CONSOLIDATED BALANCE SHEETS (Notes 1 and 2)
(In thousands)
December 31, March 31,
1993 1994
(Unaudited)
ASSETS
<S> <C> <C>
Current Assets
Cash and equivalents $ 10,913 $ 8,364
Accounts receivable 47,472 39,175
Other 3,407 4,732
---------- ----------
61,792 52,271
---------- ----------
Investments (Note 4) 29,383 36,406
---------- ----------
Oil and gas properties, full cost method (Note 5) 468,764 512,304
Accumulated depletion, depreciation and amortization (126,123) (139,372)
---------- ----------
342,641 372,932
---------- ----------
Gas processing and transportation facilities (Note 5) 60,015 65,875
Accumulated depreciation (14,295) (15,702)
---------- ----------
45,720 50,173
---------- ----------
$479,536 $511,782
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 37,262 $ 36,175
Accrued liabilities 23,239 15,964
---------- ----------
60,501 52,139
---------- ----------
Senior debt, net (Notes 3 and 5) 114,952 141,052
Deferred taxes and other (Note 9) 6,842 12,651
Commitments and contingencies (Note 10)
Stockholders' equity (Note 6)
Preferred stock, $.01 par, 10,000,000 shares authorized,
8% convertible preferred, 1,186,005 shares
issued and outstanding 12 12
6% convertible preferred, 1,035,000 shares
issued and outstanding 10 10
Common stock, $.01 par, 75,000,000 shares authorized,
23,259,658 and 23,322,588 issued and outstanding 233 233
Capital in excess of par value 250,574 254,491
Retained earnings 46,954 48,821
Foreign currency translation (542) 257
Unrealized gains on investments (Note 4) - 2,116
---------- ----------
297,241 305,940
---------- ----------
$479,536 $511,782
========== ==========
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
SNYDER OIL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Notes 1 and 2)
(In thousands except per share data)
Three Months Ended March 31,
1993 1994
(Unaudited)
<S> <C> <C>
Revenues (Note 8)
Oil and gas sales $ 31,009 $ 32,647
Gas processing, transportation and marketing 13,212 26,923
Other 652 2,245
-------- --------
44,873 61,815
-------- --------
Expenses
Direct operating 11,372 11,943
Cost of gas and transportation 11,300 23,265
General and administrative 1,622 1,791
Interest and other 2,291 1,565
Depletion, depreciation and amortization 11,831 14,656
-------- --------
Income before taxes and extraordinary item 6,457 8,595
Provision for income taxes (Note 7)
Current 90 25
Deferred - 2,567
-------- --------
90 2,592
-------- --------
Income before extraordinary item 6,367 6,003
Extraordinary item - early extinguishment of debt,
net of taxes of $198 (Note 3) (384) -
-------- --------
Net income 5,983 6,003
Dividends on preferred stock (1,200) (2,739)
-------- --------
Net income available to common $ 4,783 $ 3,264
======== ========
Net income per share (Note 2)
Before extraordinary item $ .23 $ .14
Extraordinary item (.02) -
-------- --------
Total $ .21 $ .14
======== ========
Weighted average shares outstanding (Note 6) 22,895 23,307
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
SNYDER OIL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY (Notes 1, 2 and 6)
(In thousands)
Capital in
Preferred Stock Common Stock Excess of Retained
Shares Amount Shares Amount Par Value Earnings
<S> (c) <C> <C> <C> <C> <C>
Balance, December 31, 1992 1,200 $ 12 22,874 $ 229 $ 148,670 $ 35,482
Issuance of preferred 1,035 10 - - 99,315 -
Common stock grants and
exercise of options - - 309 3 2,590 -
Conversion of preferred
to common (14) - 77 1 (1) -
Dividends - - - - - (14,192)
Net income - - - - - 25,664
------ ------ ------ ------ -------- --------
Balance, December 31, 1993 2,221 22 23,260 233 250,574 46,954
Common Stock grants and
exercise of options - - 63 - 467 -
Issuance of warrants - - - - 3,450 -
Dividends - - - - - (4,136)
Net income - - - - - 6,003
------ ------ ------ ------ -------- --------
Balance, March 31, 1994
(Unaudited) 2,221 $ 22 23,323 $ 233 $254,491 $ 48,821
====== ====== ====== ====== ======== ========
The accompanying notes are an integral part of these statements
</TABLE>
<TABLE>
<CAPTION>
SNYDER OIL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Notes 1 and 2)
(In thousands)
Three Months Ended March 31,
1993 1994
(Unaudited)
<S> <C> <C>
Operating activities
Net income $ 5,983 $ 6,003
Adjustments to reconcile net income to net cash
provided by operations
Depletion, depreciation and amortization 11,831 14,656
Deferred taxes - 2,567
Extraordinary item - early extinguishment of debt 384 -
Gain on sale of securities (157) (1,158)
Amortization of deferred credits (921) (861)
Changes in operating assets and liabilities
Decrease (increase) in
Accounts receivable (1,636) 8,771
Other current assets (234) (1,325)
Increase (decrease) in
Accounts payable (1,396) (671)
Accrued liabilities (1,599) (699)
Other liabilities - (150)
Other 20 127
-------- --------
Net cash provided by operations 12,275 27,260
-------- --------
Investing activities
Acquisition, development and exploration (76,443) (55,351)
Proceeds from investments 523 2,372
Outlays for investments - (3,719)
Sale of properties 5,410 1,848
-------- --------
Net cash used by investing (70,510) (54,850)
-------- --------
Financing activities
Issuance of common 345 404
Increase in indebtedness 50,900 26,100
Premium on debt extinguishment (582) -
Dividends (2,350) (4,136)
Deferred credits (47) 2,673
-------- --------
Net cash realized by financing 48,266 25,041
-------- --------
Increase (decrease) in cash (9,969) (2,549)
Cash and equivalents, beginning of period 20,485 10,913
-------- --------
Cash and equivalents, end of period $ 10,516 $ 8,364
======== ========
The accompanying notes are an integral part of these statements.
</TABLE>
SNYDER OIL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND NATURE OF BUSINESS
Snyder Oil Corporation (the "Company") is engaged in the
acquisition, production, development and to a lesser degree
exploration of primarily domestic oil and gas properties. The
Company is also involved in gas processing, transportation, gathering
and marketing. The Company, a Delaware corporation, is the successor
to a company formed in 1978. The Company is engaged to a modest but
growing extent in international acquisition, development and
exploration and maintains a number of special purpose subsidiaries
which are engaged in ancillary activities including gas transmission,
water disposal and management of oil and gas assets on behalf of
institutional investors.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Snyder
Oil Corporation and its subsidiaries (collectively, the "Company").
The Company accounts for its interest in joint ventures and
partnerships using the proportionate consolidation method, whereby
its share of assets, liabilities, revenues and expenses are
consolidated with other operations.
The Company follows the "full cost" accounting method. All costs of
development and exploration are capitalized as incurred. Depletion,
depreciation and amortization ("depletion") is provided on the unit-
of-production method based on proved reserves. Gas is converted to
equivalent barrels at the rate of six Mcf per barrel. The depletion
rates per equivalent barrel produced were $4.91 and $4.84,
respectively, for the three months ended March 31, 1993 and 1994. No
gains or losses are recognized upon the disposition of oil and gas
properties except in extraordinary transactions. Proceeds are
credited to the carrying value of the properties. Maintenance and
repairs are expensed. Expenditures which enhance the value of the
properties are capitalized. Depreciation on gas processing and
transportation facilities is generally provided on a straight-line
basis over 15 years.
The Company's investment in its Australian affiliate is accounted
for using the equity method, whereby the cash basis investment is
increased for equity in earnings and decreased for dividends
received. The affiliate's functional currency is the Australian
dollar. The reported foreign currency translation adjustments are
the result of the translation of the Australian balance sheet into
United States dollars at the balance sheet dates and the related
impact of exchange rates subsequent to purchase.
All highly liquid investments with a maturity of three months or
less are considered to be cash equivalents. Earnings per share are
computed based on the weighted average number of common shares
outstanding. Differences between primary and fully diluted earnings
per share were insignificant for all periods presented. General and
administrative expenses are reduced by reimbursements for well
operations, drilling and management of partnerships. Reimbursements
amounted to $4.1 million and $5.4 million, respectively, for the
three months ended March 31, 1993 and 1994.
In the opinion of management, those adjustments to the financial
statements (all of which are of a normal and recurring nature)
necessary to present fairly the financial position and results of
operations have been made. These interim financial statements should
be read in conjunction with the 1993 annual report on Form 10-K.
(3) INDEBTEDNESS
The following indebtedness was outstanding on the respective dates:
<TABLE>
<CAPTION>
December 31, March 31,
1993 1994
(In thousands)
<S> <C> <C>
Revolving credit facility $ 114,901 $ 141,001
Other 66 66
--------- ---------
114,967 141,067
Less current portion (15) (15)
--------- ---------
Senior debt, net $ 114,952 $ 141,052
========= =========
</TABLE>
The Company maintains a $300 million revolving credit facility.
The facility is divided into a $250 million long-term portion and a
$50 million short-term portion. However, management's policy is to
renew the facility annually. The elected borrowing base available
under the facility at March 31, 1994 was $200 million. The majority
of the borrowings currently bear interest at LIBOR plus 1.25% with
the remainder at prime, with an option to select CD plus 1.375%. For
the three months ended March 31, 1994, the average borrowing cost for
senior debt was 4.7%, compared to 4.9% for the year ended December
31, 1993. The Company pays certain fees based on the borrowing base
and outstanding loans. Covenants require maintenance of minimum
working capital, limit the incurrence of debt and restrict dividends,
stock repurchases, certain investments, other indebtedness and
unrelated business activities.
In March 1993, the Company retired 40% of the cumulative
participating rights associated with its $25 million of subordinated
notes. The portion of the payment in excess of principal and accrued
interest was expensed as an extraordinary item, net of income taxes,
for $384,000. In August 1993, the Company retired $10 million (40%)
of the subordinated notes and recorded an extraordinary expense of
$462,000, net of taxes. In November 1993, the remaining $15 million
of the subordinated notes and all remaining cumulative rights were
retired and an extraordinary expense of $1.1 million was reported.
Scheduled maturities of indebtedness are $15,000 for the remainder
of 1994, $17,000 for 1995 and 1996, and $141.0 million in 1997. The
long-term portion of the revolving credit facility is scheduled to
expire in 1997; however, management's policy is to renew the facility
annually.
Cash payments for interest expense were $1.1 million and $1.3
million, respectively, for the three months ended March 31, 1993 and
1994.
(4) INVESTMENTS
The Company has investments in foreign and domestic energy
companies and notes receivable, which at December 31, 1993 and March
31, 1994, had a total cost of $29.4 million and $33.2 million,
respectively, with corresponding fair market values of $54.2 million
and $50.8 million. In the first quarter of 1994, the Company adopted
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Per the pronouncement, investments carried on the cost
basis must be adjusted to their market value with a corresponding
increase or decrease to stockholder's equity. The pronouncement does
not apply to equity basis investments.
In May 1993, the Company acquired 92 million (42.8%) of the
outstanding shares of Command Petroleum Holdings N.L. ("Command"), an
Australian exploration and production company, for $18.2 million.
The investment is accounted for by the equity method. The Sydney
based company is listed on the Australian Stock Exchange, and holds
interests in more than 20 exploration permits and licenses as well as
a 47.5% interest in a publicly traded Netherlands exploration and
production company whose assets are located primarily in the North
Sea. The market value of the Company's investment in Command based
on Command's closing price at March 31, 1994 was $33.1 million.
Command has outstanding stock options covering the issuance of up to
53.3 million common shares that expire November 30, 1994. Given that
the exercise price of the options is substantially below its current
stock price, the Company assumes they will be exercised. In January
1994, Command completed an offering of 43 million of its common
shares. Additionally, in February 1994, Command issued 2.5 million
of its common shares in return for an additional 18.8% interest in
the publicly traded Netherlands exploration and production company
bringing its ownership from 28.7% to 47.5% at March 31, 1994. As a
result of these transactions, the Company's ownership was reduced to
35.3%. If as expected, all of the November 1994 options are
exercised, the Company's ownership would be reduced to 29.3%.
The Company has investments in securities of publicly traded
domestic energy companies, not accounted for by the equity method,
having a book value and total cost at December 31, 1993 and March 31,
1994 of $9.7 million and $12.3 million, respectively. The market
value of these securities at December 31, 1993 and March 31, 1994
approximated $13.3 million and $15.5 million, respectively.
Accordingly, at March 31, 1994, investments were increased by $3.2
million, stockholders' equity was increased by $2.1 million and
deferred taxes payable were increased by $1.1 million as required by
SFAS No. 115.
The Company holds $2.2 million in notes receivable due from
privately held corporations. All notes are secured by certain
assets, including stock and oil and gas properties. At December 31,
1993 and March 31, 1994, the fair value of the notes receivable,
based on existing market conditions and the anticipated future net
cash flow related to the notes, approximated their book value.
(5) OIL AND GAS PROPERTIES
The cost of oil and gas properties at December 31, 1993 and March
31, 1994 includes $9.8 million and $13.6 million, respectively, of
unevaluated leasehold. Such properties are held for exploration,
development or resale and are excluded from amortization. The
following table sets forth costs incurred related to oil and gas
properties and gas processing and transportation facilities:
<TABLE>
<CAPTION>
Three
Year Ended Months Ended
December 31, March 31,
1993 1994
<S> <C> <C>
Acquisition $ 50,997 $ 4,085
Development 90,182 37,660
Gas processing, transportation and other 22,595 5,861
Exploration 2,952 192
-------- --------
$ 166,726 $ 47,798
========= ========
</TABLE>
Development expenditures for the three months ended March 31,
1994, were concentrated primarily in the DJ Basin of Colorado where
expenditures totalled $31.8 million. A total of 156 wells were
placed on production there during the quarter with 58 in progress at
quarter end. In the Piceance Basin of western Colorado in the
Company's Hunter Mesa Unit, four wells were drilled in the first
quarter with a fifth underway at March 31. In the Washakie Basin of
southern Wyoming, the Company initiated its Meseverde drilling
program in late March with one drilling rig in operation and plans to
drill throughout the year. In central Wyoming, three Company
operated and three third party operated Tensleep formation wells were
drilled and placed on production during the quarter. In the Giddings
Field in south Texas, the Company continued its horizontal drilling
program with the completion of one well that was in progress at
yearend, the addition of three producing wells during the quarter an
one well drilling at quarter end.
The Company's gas facilities expansion continued with $5.2 million
expended during first quarter 1994, primarily on Wattenberg
facilities in the DJ Basin. A total of $3.8 million was incurred to
complete 218 well connections (including third party wells), certain
line interconnects and booster station enhancements to relieve
pipeline pressures. At the Roggen plant, $671,000 was expended to
add a new de-ethanizer station and boost compression, among other
projects. Additionally $553,000 was incurred in start-up costs on a
$20 million project to add a new processing plant on the west end of
the Wattenberg Field.
The Company expended $4.1 million for domestic acreage purchases,
the majority of which were in or around the Company's operating hubs.
(6) STOCKHOLDERS' EQUITY
A total of 75 million common shares, $.01 par value, are
authorized of which 23.3 million were issued and outstanding at March
31, 1994. In 1993, the Company issued 386,000 shares, with 309,000
shares issued primarily for the exercise of stock options by
employees and 77,000 shares issued on conversion of 14,000 preferred
shares. During the three months ended March 31, 1994, the Company
issued 63,000 shares primarily for the exercise of stock options by
employees. In 1993, the Company paid first and second quarter
dividends of $.05 per share and increased dividends to $.06 per share
in the third and fourth quarters. Dividends of $.06 per share were
paid for the three months ended March 31, 1994.
A total of 10 million preferred shares, $.01 par value, are
authorized. In December 1991, 1.2 million shares of convertible
exchangeable preferred stock were sold through an underwriting. The
net proceeds were $57.4 million. The preferred stock carries an 8%
dividend and is convertible into common stock at $9.07 per share.
The stock is exchangeable at the option of the Company for 8%
convertible subordinated debentures on any dividend payment date.
The stock is redeemable at the option of the Company on or after
December 31, 1994. The liquidation preference is $50.00 per share,
plus accrued and unpaid dividends. Beginning on December 31, 1994,
the stock is redeemable at $52.50 per share if the closing price
exceeds 150% of the prevailing conversion price (currently $13.61 per
share) for 20 of the preceding 30 trading days. After 1995, no
minimum stock price is required. The redemption price declines $.50
per year to $50.00 per share in 2000. In 1993, 14,000 preferred
shares were converted into 77,000 common shares.
In April 1993, 4.1 million depositary shares (each representing
a one quarter interest in one share of $100 liquidation value stock)
of convertible preferred stock were sold through an underwriting.
The net proceeds were $99.3 million. The preferred stock carries a
6% dividend and is convertible into common stock at $21.00 per share.
The stock is exchangeable at the option of the Company for 6%
convertible subordinated debentures on any dividend payment date on
or after March 31, 1994. The stock is redeemable at the option of
the Company on or after March 31, 1996. The liquidation preference
is $25.00 per depositary share, plus accrued and unpaid dividends.
The Company paid $9.1 million and $2.7 million, respectively, in
dividends for all preferred shares during 1993 and the three months
ended March 31, 1994.
In February 1994, the Company granted warrants to purchase two
million shares of its common stock to Union Pacific Resources
Corporation ("UPRC") in exchange for rights to develop UPRC's
previously uncommitted acreage in the Wattenberg area of Colorado.
Of the warrants, one million expire three years from the date of
grant, and are exercisable at $25 per share, while the other one
million expire in four years and are exercisable at $27 per share.
One year from the date of grant, the exercise prices may be reduced
to 120% of the average closing price of the Company stock for the
preceding 20 consecutive trading days, but not to lower than an
exercise price of $21.60 per share. At that time the expiration date
of the warrants may also be extended one year if the average closing
price over the 20 day trading period is less than $16.50 per share.
For financial purposes, the warrants were valued at $3.5 million,
which was included as an increase to capital in excess of par value.
The Company maintains a stock option plan for employees providing
for the issuance of options at prices not less than fair market
value. Options to acquire up to 3 million shares of common stock may
be outstanding at any given time. The specific terms of grant and
exercise are determinable by a committee of independent members of
the Board of Directors. Virtually all outstanding options vest over
a three-year period (30%, 60%, 100%) and expire five to seven years
from date of grant.
In 1990, the shareholders adopted a stock grant and option plan
(the "Directors' Plan") for non-employee Directors of the Company.
The Directors' Plan provides for each non-employee director to
receive 500 common shares quarterly in payment of their annual
retainer. It also provides for 2,500 options to be granted annually
to each non-employee Director. The options vest over a three-year
period (30%, 60%, 100%) and expire five years from date of grant.
At March 31, 1994, 1.7 million options were outstanding under both
plans at exercise prices of $4.53 to $19.25 per share. At March 31,
1994, a total of 716,000 of such options were vested having exercise
prices of $4.53 to $13.00 per share. During 1993, 309,000 options
were exercised at prices of $4.53 to $9.13 per share, and 23,000 were
forfeited. During the three months ended March 31, 1994, 63,000
options were exercised at prices of $4.53 to $13.00 per share, and
2,000 were forfeited.
(7) FEDERAL INCOME TAXES
The Company adopted FASB Statement No. 109, "Accounting for Income
Taxes," effective January 1, 1992. At March 31, 1994, the Company
had no liability for foreign taxes. A reconciliation of the United
States federal statutory rate to the Company's effective income tax
rate follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
1993 1994
<S> <C> <C>
Federal statutory rate 35% 35%
Utilization of net deferred tax asset (34%) -
Prior year tax reimbursement - (5%)
----- -----
Effective tax rate 1% 30%
===== =====
</TABLE>
For tax purposes, the Company had net operating loss carryforwards
of $69.1 million at December 31, 1993. These carryforwards expire
between 1997 and 2008. At December 31, 1993, the Company had
alternative minimum tax credit carryforwards of $1.4 million and
depletion carryforwards of $1.1 million, both of which are available
indefinitely. Current income taxes shown in the financial statements
reflect estimates of alternative minimum taxes due. Cash payments
during 1993 and the three months ended March 31, 1994 were $75,000
and zero, respectively.
(8) SALES TO MAJOR CUSTOMERS
For the three months ended March 31, 1993, Amoco Production Company
accounted for 18% of revenues. No purchaser accounted for more than
10% of revenues in 1994. Management believes that the loss of any
individual purchaser would not have a material adverse impact on the
financial position or results of operations of the Company.
(9) DEFERRED CREDITS
In 1992, an institutional investor agreed to contribute $7 million
to a partnership formed to monetize Section 29 tax credits to be
realized from the Company's properties, mainly in the DJ Basin. The
initial $3 million was contributed in October 1992, and at first
payout in June 1993 the second contribution of $1.5 million was
received. An additional $1.5 million and $1.0 million was received
upon payouts in October 1993 and March 1994, respectively. A revenue
increase of more than $.40 per Mcf is realized on production
generated from qualified Section 29 properties in this partnership.
The Company recognized $3.8 million and $861,000 during 1993 and the
three months ended March 31, 1994, respectively.
(10) COMMITMENTS AND CONTINGENCIES
The Company rents office space and gas compressors at various
locations under non-cancelable operating leases. Minimum future
payments under such leases approximate $1.6 million for the remainder
of 1994, $2.2 million for 1995, $2.3 million for 1996 and 1997, and
$2.1 million for 1998.
In first quarter 1994, the Company received $1.7 million as final
settlement of a judgment upheld in 1993. The full amount was accrued
and reported in other income in 1993. In 1993, the Company received
a $5.3 million settlement on a gas contract dispute. Of the
proceeds, $3.5 million was reflected as other income in second
quarter 1993, with the remaining $1.8 million reflected as a reserve
for possible contingencies. In April 1993, the Company was granted a
$2.7 million judgment in litigation involving the allocation of
proceeds from a pipeline dispute. The judgment has been appealed.
The Company is a party to various other lawsuits incidental to its
business, none of which are anticipated to have a material adverse
impact on its financial position or results of operations. The
financial statements reflect favorable legal judgments only upon
receipt of cash, final judicial determination or execution of a
settlement agreement.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Total revenues for the three months ended March 31, 1994 rose 38%
to $61.8 million. Net income before taxes and extraordinary items
increased 33% to $8.6 million. These increases resulted primarily
from greater gas processing and transportation revenues and margins.
Equivalent oil and gas production grew 26%, however, the average
price received per equivalent barrel dropped 16% to $11.93. Net
income for first quarter 1994 of $6.0 million was essentially equal
to the prior year period, as deferred income taxes were $2.6 million
in 1994 compared to a total tax provision of $90,000 in first quarter
1993. After the effect of $1.5 million of additional preferred stock
dividends resulting from the issuance of the 6% preferred stock in
April 1993, net income per common share was $.14 in 1994, compared to
$.21 in the 1993 quarter.
Average daily production in the first quarter of 1994 climbed to
11,660 barrels and 112.5 MMcf (30,405 barrels of oil equivalent),
increases of 27% and 25%, respectively. The production increases
resulted primarily from continuing development drilling in the DJ
Basin of Colorado. During first quarter 1994, 156 wells were placed
on production in the DJ Basin, with 58 wells in various stages of
drilling and completion at quarter end. The gross margin from
production operations was $20.7 million, a 5% increase over the prior
year quarter. Average oil prices during the quarter were the lowest
received since 1986 as the Company received only $12.02 per barrel,
a 28% decrease from the $16.62 received in first quarter 1993. Gas
prices decreased 3% to $1.98 per Mcf, compared to $2.05 in 1993.
First quarter total operating expenses per equivalent barrel
(including production taxes) decreased to $4.37 from $5.22 in 1993,
as operating expenses were held to a 5% increase while production
rose 26%.
The gross margin from gas processing, transportation and marketing
activities almost doubled to $3.7 million in first quarter 1994. The
increase was primarily attributable to a $1.5 million rise in
processing and transportation margins as a result of the DJ Basin
facilities expansion efforts during late 1993 in combination with the
increase in DJ Basin production. Throughput at the Roggen gas plant
averaged 57.6 MMcf per day during first quarter 1994, up 38% from the
prior year quarter. DJ Basin gathering facilities throughput
averaged 93.8 MMcf per day in 1994, more than double the 40.8 MMcf
daily average in first quarter 1993. Third party gas marketing
margins more than tripled to $383,000, partially offset by a $130,000
loss on the Oklahoma cogeneration supply contract in 1994, compared
to a net gain of $56,000 in 1993. At present gas price levels, the
Company foresees negative or breakeven margins on the contract
through August 1994. At that time, a change in the pricing formula
should improve margins.
Other income was $2.2 million during the first three months of
1994, compared to $652,000 in the 1993 quarter. The increase
resulted from greater gains on the sale of securities of $1.0 million
and gas balancing proceeds of $845,000. General and administrative
expenses, net of reimbursements, for first quarter 1994 represented
2.9% of revenues compared to 3.6% in 1993 as expenses increased only
10% while revenues grew 38%. Interest and other expense decreased to
$1.6 million in 1994 from $2.3 million in first quarter 1993. During
1993, the $25 million of subordinated debt with an interest rate of
13.5% plus a 3.5% cumulative participating interest was fully retired
with proceeds from the Company's credit facility. As a result of the
lower effective interest rate under the facility, interest between
periods was significantly reduced even though average outstanding
debt increased.
Depletion, depreciation and amortization for first quarter 1994
increased 24% from the prior year period as a direct result of the
26% rise in equivalent production. The producing depletion rate per
equivalent barrel for 1994 was $4.84 compared to $4.91 in the 1993
quarter. The rate was reduced by an ongoing drilling cost reduction
program.
Development, Acquisition and Exploration
During the three months ended March 31, 1994, the Company incurred
$47.8 million in property and equipment capital expenditures;
including $37.7 million for oil and gas property development, $5.2
million for gas facility expansion and $4.1 million for acreage
purchases.
Of the total development expenditures, $31.8 million was
concentrated in the DJ Basin of Colorado. A total of 156 wells were
placed on production there in the first quarter of 1994 with 58 in
progress at quarter end. Three wells spudded during the quarter were
plugged and abandoned. As the quarter drew to a close, the Company
reduced the number of drilling rigs in operation from 16 to 10 and
expects to remain at that level through the agricultural season, then
resume greater drilling activity. The Company anticipates adding 500
or more wells to production in DJ Basin in each of the next few
years. The Company continues to add to its inventory of available
drillsites with lease acquisitions, farm-ins and the addition of
proven locations as they become economic through continued drilling
cost reductions. In February 1994, the Company executed an agreement
with Union Pacific Resources Corporation ("UPRC") whereby the Company
gained the right to drill wells on UPRC's previously uncommitted
acreage in the Wattenberg area. The transaction significantly
increased the Company's inventory of undeveloped Wattenberg acreage.
UPRC retained a royalty and the right to participate as a 50% working
interest owner in each well, and received warrants to purchase two
million shares of Company stock. One million of the warrants expire
three years from the date of grant and are exercisable at $25 per
share. The other million expire in four years and are exercisable at
$27 per share. On February 8, 1995, the exercise prices may be
reduced to 120% of the average closing price of the Company stock for
the preceding 20 consecutive trading days, but not below $21.60 per
share. The expiration date of the warrants will be extended one year
if the average closing price over the 20 day trading period is less
than $16.50 per share. For financial reporting purposes, the
warrants were valued at $3.5 million, which was recorded as an
increase to oil and gas properties and capital in excess of par
value.
The Company expended $5.9 million for other development and
recompletion projects during first quarter 1994. In the Piceance
Basin of western Colorado, where the Company formed the 53,000 acre
Hunter Mesa Unit in late 1993, four wells were drilled in first
quarter 1994 with a fifth underway at March 31. The Company plans to
drill up to 30 wells there in 1994 and may institute a more
significant drilling program thereafter. In the Washakie Basin of
southern Wyoming, the Company initiated its 1994 Mesaverde drilling
program in late March with one drilling rig in operation and plans to
continue development throughout the year. Acreage acquisition and
farm out opportunities continue to be pursued there. In the central
Wyoming fields acquired in late 1992, three Company operated and
three third party operated Tensleep formation wells were drilled and
placed on production during the quarter. On Company operated
properties there, three wells each are planned in Hamilton Dome and
Riverton for later in 1994. In the Giddings Field of south Texas,
the Company continued its horizontal drilling program with the
addition of four producing wells during the first quarter of 1994.
In the three months ended March 31, 1994, the Company expended
$4.1 million for domestic acreage purchases, the majority of which
were in or around the Company's operating hubs. Although a number of
potential producing property acquisitions are under review, no
significant purchases were consummated during the first quarter.
The Company's gas gathering and processing facility operations
continue to grow with $5.2 million of capital expenditures in the
first quarter of 1994. The work was heavily concentrated in the
Wattenberg area of the DJ Basin. A total of $3.8 million was
expended to increase the Company's gathering systems in the area to
handle the capacity expansion for the 218 (including third party
wells) well connections added. The projects also included line
interconnects and booster station enhancements to relieve pipeline
pressures. At the Roggen plant, $671,000 was expended to add a new
de-ethanizer station and boost compression among other projects. As
the quarter drew to a close, construction of the new processing plant
on the west end of the Wattenberg Field had begun with $553,000 in
initial costs incurred. A new cryogenic skid is being fabricated to
handle up to 80 MMcf per day. Initial start up for the approximate
$20 million plant is scheduled for fourth quarter 1994.
Exploration costs in the quarter were limited to $192,000, most
of which was expended on international projects. In Russia,
preparations for the initiation of commercial operations continue.
Production tests are under way on four pre-existing and one newly
drilled well in the joint venture's southernmost field. Three
industry partners have committed $11 million to the joint venture, of
which 20% ($2.25 million) was received during the quarter to fully
fund the western participants' anticipated equity requirements.
Progress continues on arranging the associated debt financing. The
joint venture's agreement with the Overseas Private Investment
Corporation ("OPIC") is moving closer to becoming definitive.
Hopefully, the agreement with OPIC can be finalized and the
associated debt financing put in place within 90 days. In Mongolia
and Tunisia, seismic acquisition and processing continues.
Financial Condition and Capital Resources
At March 31, 1994, the Company had total assets of $512 million.
Total capitalization was $447 million, of which 32% was represented
by senior debt and the remainder by stockholders' equity. During the
three months ended March 31, 1994, cash provided by operations was
$27.3 million, an increase of 122% over 1993. As of March 31, 1994,
commitments for capital expenditures totalled $8.0 million. The
Company anticipates that 1994 expenditures for development drilling
and gas facilities will total from $175 to $200 million. The level
of these and other future expenditures is largely discretionary, and
the amount of funds devoted to any particular activity may increase
or decrease significantly, depending on available opportunities and
market conditions. The Company plans to finance its ongoing
development, acquisition and exploration expenditures using
internally generated cash flow and existing credit facilities. In
addition, joint ventures or future public and private offerings of
debt or equity securities may be utilized.
In 1993, the Company renegotiated its bank credit facility and
increased it from $150 million to $300 million. The new facility is
divided into a $50 million short-term portion and a $250 million
long-term portion that expires on December 31, 1997. However,
management's policy is to renew the facility annually. Credit
availability is adjusted semiannually to reflect changes in reserves
and asset values. At March 31, 1994, the elected borrowing base was
increased to $200 million. The majority of the borrowings currently
bear interest at LIBOR plus 1.25% with the remainder at prime. The
Company also has the option to select CD plus 1.375%. Financial
covenants limit debt, require maintenance of minimum working capital
and restrict certain payments, including stock repurchases, dividends
and contributions or advances to unrestricted subsidiaries. Based on
such limitations, $82.2 million would have been available for the
payment of dividends and other restricted payments as of March 31,
1994.
In May 1994, the Company issued $75 million of 7% Convertible
Subordinated Notes due 2001 in an underwritten public offering for
net proceeds of $72.5 million. The Company also granted the
underwriters an option, exercisable for 30 days, to purchase an
additional $15 million of the notes. The net proceeds of the
offering will be used to repay a portion of the borrowings under the
bank credit facility. The resulting borrowing capacity under the
credit facility will be used to fund development drilling, gas
facility expansion and acquisitions.
In 1992, an institutional investor agreed to contribute $7 million
to a partnership formed to monetize Section 29 tax credits to be
realized from the Company's properties, mainly in the DJ Basin. The
initial $3 million was contributed in 1992, an additional $3 million
contributed during 1993 and $1 million received in March 1994. This
transaction will increase cash flow and net income for the
foreseeable future. The Company is currently in process of extending
the arrangement with the institutional investor to benefit future
periods. A revenue increase of more than $.40 per Mcf is realized on
production generated from qualified Section 29 properties in this
partnership. The Company recognized $921,000 and $861,000,
respectively, of this revenue during the three months ended March 31,
1993 and 1994.
The Company maintains a program to divest marginal properties and
assets which do not fit its long range plans. During the three
months ended March 31, 1993 and 1994, the Company received $5.4
million and $1.8 million, respectively, in proceeds from sales of
properties. The 1993 proceeds included $4.0 million of cash receipts
previously accrued for late 1992 sales. The Company intends to
continue to evaluate and dispose of nonstrategic assets.
In first quarter 1994, the Company received $1.7 million as final
settlement of a judgment upheld in 1993. The full amount was accrued
and reported in other income in 1993. In 1993, the Company received
a $5.3 million settlement on a gas contract dispute. Of the
proceeds, $3.5 million was reflected as other income in second
quarter 1993, with the remaining $1.8 million reflected as a reserve
for possible contingencies. In April 1993, the Company was granted
a $2.7 million judgment in litigation involving the allocation of
proceeds from a pipeline dispute. The judgment has been appealed.
The financial statements reflect these judgments only upon receipt of
cash, final judicial determination or execution of a settlement
agreement.
The Company believes that its capital resources are more than
adequate to meet the requirements of its business. However, future
cash flows are subject to a number of variables including the level
of production and oil and gas prices, and there can be no assurance
that operations and other capital resources will provide cash in
sufficient amounts to maintain planned levels of capital expenditures
or that increased capital expenditures will not be undertaken.
Inflation and Changes in Prices
While certain of its costs are affected by the general level of
inflation, factors unique to the petroleum industry result in
independent price fluctuations. Over the past five years,
significant fluctuations have occurred in oil and gas prices.
Although it is particularly difficult to estimate future prices of
oil and gas, price fluctuations have had, and will continue to have,
a material effect on the Company.
The following table indicates the average oil and gas prices
received over the last five years and highlights the price
fluctuations by quarter for 1993 and 1994. Average gas prices prior
to 1994 exclude the Thomasville gas production. During 1993, the
Company renegotiated its Thomasville gas contract and received a
substantial payment. After January 1994, the Company still receives
a higher than market price for its Thomasville gas sales, however the
price is significantly below the previously received average price of
over $12.00 per Mcf. Average price computations exclude contract
settlements and other nonrecurring items to provide comparability.
Average prices per equivalent barrel indicate the composite impact of
changes in oil and gas prices. Natural gas production is converted
to oil equivalents at the rate of 6 Mcf per barrel.
<TABLE>
<CAPTION>
Average Prices
Crude Oil Per
and Natural Equivalent
Liquids Gas Barrel
(Per Bbl) (Per Mcf)
<S> <C> <C> <C>
Annual
1989 $ 18.30 $ 1.65 $ 12.84
1990 23.65 1.69 15.61
1991 20.62 1.68 14.36
1992 18.87 1.74 13.76
1993 15.41 1.94 13.41
Quarterly
1993
First $ 16.62 $ 2.05 $ 14.25
Second 16.76 1.87 13.65
Third 14.78 1.85 12.73
Fourth 13.80 2.02 13.12
1994
First $ 12.02 $ 1.98 $ 11.93
</TABLE>
In March 1994, the Company was receiving an average of $12.06
per barrel and $1.94 per Mcf for its production.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
10.11.1 Amendment No. 1 dated as of April 28, 1994 to Fourth
Restated Credit Agreement dated July 1, 1993 among the
Registrant and the banks party thereto.
(b) Reports on Form 8-K -
No reports on Form 8-K were filed by Registrant during the
quarter ended March 31, 1994.
<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.
SNYDER OIL CORPORATION
By (James H. Shonsey)
James H. Shonsey, Vice President
May 11, 1994
FIRST AMENDMENT TO
FOURTH RESTATED CREDIT AGREEMENT
This First Amendment to Fourth Restated Credit Agreement (this
"Amendment") is entered into as of the 28th day of April, 1994 by and
among Snyder Oil Corporation ("Borrower"), NationsBank of Texas, N.A.
as Agent ("Agent"), and NationsBank of Texas, N.A., Wells Fargo Bank,
N.A. and Bank One, Texas, N.A., each a national banking association
(NationsBank of Texas, N.A., Wells Fargo Bank, N.A. and Bank One,
Texas, N.A. are collectively referred to herein as the "Banks").
Capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the Fourth Restated
Credit Agreement dated as of July 1, 1993 by and among Borrower,
Agent and the Banks (the "Credit Agreement").
W I T N E S S E T H:
WHEREAS, Borrower, Agent and the Banks entered into the Credit
Agreement pursuant to which the Banks agreed to make Loans to
Borrower on the terms and conditions set forth therein; and
WHEREAS, Borrower, Agent and the Banks desire to amend the
Credit Agreement in certain respects;
NOW, THEREFORE, for and in consideration of the mutual covenants
and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendments to Definitions. The definitions of "Bank Redemption
Notice," "Borrowing Base Report," "Conversion Price," "Redemption
Notice," and "Restricted Payment" contained in Section 1.1 of the
Credit Agreement shall be amended to read in full as follows:
"Bank Redemption Notice" means any notice required to be given
by Borrower to the Banks pursuant to the definitions of "Qualified
Redemption of First Issue," "Qualified Redemption of Second Issue"
and "Qualified Redemption of Third Convertible Debentures."
"Borrowing Base Report" means the report required to be
delivered to the Banks pursuant to Section 4.1 and 4.3 which shall
(a) set forth the aggregate amount of all obligations of Borrower to
the holders of the Subordinated Notes, the Convertible Debentures and
the Preferred Stock coming due within the twelve (12) month period
following the next succeeding Determination Date, including, without
limitation, (i) dividends anticipated to be paid during such period
whether or not declared, and (ii) the full amount of any redemption,
sinking fund or mandatory prepayment obligation anticipated to come
due during such period with respect to the Subordinated Notes, the
Convertible Debentures or the Preferred Stock (whether or not a Bank
Redemption Notice or Redemption Notice has been delivered), and (b)
include a copy of the Reserve Report and the Related Asset Report
upon which the Total Borrowing Base is to be determined.
"Conversion Price" means (a) in the case of the First Preferred
Stock, the "conversion price" in effect at the time in question as
such term is defined in the First Preferred Stock Designation or, if
the First Preferred Stock has been exchanged for the First
Convertible Debentures, as such term is defined in the First
Indenture, (b) in the case of the Second Preferred Stock, the
"conversion price" in effect at the time in question as such term is
defined in the Second Preferred Stock Designation or, if the Second
Preferred Stock has been exchanged for the Second Convertible
Debentures, as such term is defined in the Second Indenture and (c)
in the case of the Third Convertible Debentures, the "conversion
price" in effect at the time in question as such term is defined in
the Third Indenture.
"Convertible Debentures" means the First Convertible Debentures,
the Second Convertible Debentures and the Third Convertible
Debentures, collectively.
"Redemption Notice" means a notice by Borrower (or the First
Indenture Trustee, the Second Indenture Trustee or the Third
Indenture Trustee) to the holders of First Preferred Stock, Second
Preferred Stock, First Convertible Debentures, Second Convertible
Debentures or Third Convertible Debentures, as applicable, pursuant
to which Borrower (or the First Indenture Trustee, the Second
Indenture Trustee or the Third Indenture Trustee) calls any such
securities for redemption.
"Restricted Payment" means (a) any Distribution by Borrower or
any Distribution by DJ Partners, L.P., (b) any capital contribution,
loan or advance by Borrower or any Restricted Subsidiary to any
Unrestricted Subsidiary of Borrower or to DJ Partners, L.P., (c) the
issuance of a Guarantee by Borrower or any Restricted Subsidiary with
respect to any Debt or other obligation of any Unrestricted
Subsidiary, (d) the retirement, redemption or prepayment prior to the
scheduled maturity by Borrower or a Restricted Subsidiary of Borrower
of any Debt of Borrower or such Restricted Subsidiary which is
subordinate to the Obligations, including without limitation, the
Subordinate Notes and the Convertible Debentures (and, in the case of
the Third Convertible Debentures, any payment of the Change of
Control Purchase Price [as defined in the Third Indenture]), and (e)
any Investment by Borrower which is a Permitted Investment pursuant
to subsection (e) of the definition of Permitted Investment.
Notwithstanding the foregoing, "Restricted Payments" shall not
include (y) advances made under the Intercompany Loan or (z)
contributions by Borrower and SWAT to DJ Partners, L.P. of (i) oil
and gas properties owned by Borrower and DJ Partners, L.P. on
September 30, 1992 located in Weld County, Colorado (as to the Codell
and Niobrara formation only) and Cheyenne County, Nebraska (as to the
Niobrara formation only) and (ii) the oil and gas properties owned by
Borrower described on Schedule 2 hereto; provided, that, in the case
of (z) (i) and (ii) preceding, such properties shall be mortgaged to
Agent for the benefit of Banks as required by Section 5.1 hereof
prior to the date such properties are contributed to DJ Partners,
L.P. for purposes of this definition, at the time Borrower or any
Restricted Subsidiary issues any Guarantee of any Debt or other
obligation of any Unrestricted Subsidiary, Borrower or such
Restricted Subsidiary will be deemed to have made a Restricted
Payment in an amount equal to the maximum potential liability of
Borrower or such Restricted Subsidiary under such Guarantee.
2. Additional Definitions. The Credit Agreement shall be amended
to include new definitions of "Delmar," "Delmar Acquisition," "Delmar
Plan," "Qualified Redemption of Third Convertible Debentures," "Third
Convertible Debentures," "Third Indenture," "Third Indenture Trustee"
and "Third Registration Statement," which shall read in their
respective entirety as follows:
"Delmar" means Delmar Operating, Inc., a Delaware corporation
which may become a Subsidiary of Borrower as a result of the Delmar
Acquisition.
"Delmar Acquisition" means the acquisition by Borrower of more
than fifty percent (50%) of the outstanding capital stock (on a fully
diluted basis) of Delmar Petroleum, Inc. a Delaware corporation,
which holds one hundred percent (100%) of the issued and outstanding
capital stock of Delmar.
"Delmar Plan" means the Delmar Operating, Inc. Pension Plan, a
Plan maintained by Delmar.
"Qualified Redemption of Third Convertible Debentures" means a
redemption by Borrower of the Third Convertible Debentures pursuant
to Article XI of the Third Indenture which meets each of the
following qualifications: (a) Borrower shall have given the Banks a
Bank Redemption Notice not less than twenty (20) days nor more than
sixty (60) days prior to the delivery of a Redemption Notice to the
holders of the Third Convertible Debentures; (b) Borrower shall not
(and shall not permit the Third Indenture Trustee to) deliver the
Redemption Notice more than thirty (30) days prior to the date fixed
for redemption; (c) such redemption shall not be effective prior to
March 31, 1997; and (d) the Closing Price of Borrower's Common Stock
on each trading day in the period commencing thirty (30) days prior
to the date of delivery of the Redemption Notice through the fifth
(5th) Domestic Business Day prior to the date fixed for redemption
shall be at least one hundred twenty percent (120%) of the Conversion
Price.
"Third Convertible Debentures" means Borrower's ___% Convertible
Subordinated Notes Due 2001 which may be issued pursuant to the Third
Registration Statement.
"Third Indenture" means an Indenture to be entered into by and
between Borrower and the Third Indenture Trustee setting forth the
terms of the Third Convertible Debentures, which shall be in form and
substance acceptable to Required Banks.
"Third Indenture Trustee" means Texas Commerce Bank National
Association and any successor trustee appointed pursuant to the Third
Indenture.
"Third Registration Statement" means the Registration Statement
on Form S-3 (No. 33-52807) under the Securities Act registering the
offering and sale of the Third Convertible Debentures in accordance
with the Securities Act filed by Borrower with the Securities and
Exchange Commission, together with all changes and completions to
such Registration Statement filed with the Securities and Exchange
Commission after the date hereof, but before the effective date of
such Registration Statement.
3. Amendment to Representation Regarding ERISA. Section 7.7 of the
Credit Agreement shall be amended to read in full as follows:
SECTION 7.7 ERISA. With the exception of the Delmar
Plan (to the extent Borrower completes the Delmar
Acquisition), neither the Borrower nor any of its
Subsidiaries is a party to or bound by, or at any time
prior to the date hereof, has been a party to or bound by,
any Plan.
4. Addition of Representations Regarding Third Convertible
Debentures. The Credit Agreement shall be amended to include a new
Section 7.18 which shall read in full as follows:
SECTION 7.18. Issuance of Third Convertible Debentures.
Upon the issuance and sale of the Third Convertible Debentures
upon the terms and conditions set forth in the Third Indenture,
the Third Convertible Debentures will have been duly authorized
by all necessary corporate action on the part of Borrower, will
require no action by or in respect of or filing with, any
government authority, agency or official and will not
contravene, or constitute a default under any provision of
applicable law or regulation or of the certificates of
incorporation, or partnership agreement, bylaws or other
organizational documents of Borrower or any of its Subsidiaries
or of any Material Agreement, judgment, injunction, order,
decree or other instrument binding upon any such Person or the
creation of any Lien on the assets of any such Person other than
the Liens securing the Notes, and (b) the Third Registration
Statement when it becomes effective will conform in all material
respects to the requirements of the Securities Act and the
Exchange Act. Neither the Third Registration Statement nor the
final prospectus constituting a part thereof (including any
documents incorporated therein by reference) will include any
untrue statement of material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading. The issuance of the Third
Convertible Debentures will be conducted in accordance with all
provisions of the Securities Act and the Exchange Act and
applicable state securities laws.
5. Amendment to Reporting Covenant. Section 8.1(j) of the Credit
Agreement shall be amended to read in full as follows:
(j) immediately upon receipt of the same, a copy of the
any notice received by Borrower of the occurrence of any Event
of Default under and as defined in the Securities Purchase
Agreement, the First Indenture, the Second Indenture or the
Third Indenture or any event which with notice, lapse of time or
both, would, unless cured or waived, become such an Event of
Default;
6. Amendment to Debt Covenant. Section 9.1 of the Credit Agreement
shall be amended to read in full as follows:
SECTION 9.1. Total Additional Debt of the Borrower,
Restricted Subsidiaries and DJ Partners, L.P. Neither the
Borrower, any Restricted Subsidiary nor DJ Partners, L.P. will
incur any Debt other than (a) Debt secured by Permitted
Encumbrances described in subpart (1) of the definition of
Permitted Encumbrances, (b) Nonrecourse Debt, (c) Third Party
Letters of Credit permitted by Section 2.1 hereof, (d) the
Loans, (e) the Intercompany Loan, (f) margin accounts with
brokers and dealers relating to Margin Stock and other
securities, and (g) Guarantees of Debt and other liabilities of
other Restricted Subsidiaries and of Borrower provided that such
Debt and other liabilities are permitted pursuant to this
Agreement; provided, that the Debt permitted pursuant to Section
9.1(a) and (b) shall not exceed $15,000,000 in the aggregate;
provided further that the Third Party Letter of Credit Exposure
under Cash Secured Third Party Letters of Credit shall not
exceed at any time five percent (5%) of the Borrowing Base in
effect at such time; and provided further, that the maximum
aggregate outstanding balance of Borrower's and its
Subsidiaries' margin accounts shall not exceed one percent (1%)
of Borrower's Consolidated Tangible Net Worth at any time. In
addition to the foregoing, Borrower may issue the First
Convertible Debentures in exchange for the First Preferred
Stock, Borrower may issue the Second Convertible Debentures in
exchange for the Second Preferred Stock, and Borrower may issue
the Third Convertible Debentures; provided, that Borrower shall
give each Bank ninety (90) days advance notice of Borrower's
intention to complete any exchange of Convertible Debentures for
Preferred Stock, and if Majority Banks require that Borrower and
the Restricted Subsidiaries grant Liens on their oil and gas
properties and Related Assets pursuant to Section 5.1(b),
Borrower will not complete such exchange until all requisite
Mortgages have been executed and delivered by Borrower and the
Restricted Subsidiaries and Agent has notified Borrower that all
such Mortgages have been filed of record and that all other
steps necessary to perfect (and confirm perfection) of the Liens
created by such Mortgages have been taken.
7. Amendment to Restricted Payments Covenants. Section 9.2 of the
Credit Agreement shall be amended to read in full as follows:
SECTION 9.2. Restricted Payments. Neither the Borrower,
any Restricted Subsidiary nor DJ Partners, L.P. will declare or
make any Restricted Payment; provided, that, so long as no
Default or Event of Default, Borrowing Base Deficiency or
noncompliance with Section 10.4 exists (without giving effect to
the cure periods provided by Section 4.4 or 10.4), and provided
further that no Default or Event of Default would result from
such Restricted Payment, Borrower, Restricted Subsidiaries and
DJ Partners, L.P. may (a) make Restricted Payments in an
aggregate amount (measured cumulatively from March 31, 1993) not
to exceed the sum of the following (i) $10,000,000, plus (ii)
the net cash proceeds to Borrower from all equity offerings
completed by Borrower after March 31, 1993, plus (iii) all cash
Distributions actually received by Borrower or any Restricted
Subsidiary from Unrestricted Subsidiaries after March 31, 1993,
plus (iv) fifty percent (50%) of Borrower's Consolidated Cash
Flow earned after March 31, 1993, (b) declare and make a
Qualified Redemption of the First Issue, (c) declare and make a
Qualified Redemption of the Second Issue, (d) declare and make
a Qualified Redemption of the Third Convertible Debentures, (e)
issue the First Convertible Debentures in exchange for the
Preferred Stock, and (f) at any time on or after March 31, 1994,
issue the Second Convertible Debentures in exchange for the
Second Preferred Stock.
8. Amendment to Plan Covenant. Section 9.10 of the Credit
Agreement shall be amended to read in full as follows:
SECTION 9.10 Plans. With the exception of the Delmar
Plan (to the extent Borrower completes the Delmar
Acquisition), neither the Borrower nor any of its
Subsidiaries shall create, adopt or become bound by any
Plan. To the extent Borrower completes the Delmar
Acquisition, Borrower shall (a) immediately notify the
Banks of the occurrence of any Reportable Event (as defined
in Section 4043 of ERISA) with respect to the Delmar Plan,
(b) cause the Delmar Plan to at all times meet the minimum
funding requirements contained in Section 412 of the Code,
(c) cause Delmar to take all steps required to maintain the
qualification of the Delmar Plan under Section 401(a) of
the Code and the tax exempt status of the related trust
under Section 501(a) of the Code, (d) not permit Delmar to
materially increase the benefits provided under the Delmar
Plan, and (e) not permit Delmar to terminate the Delmar
Plan if such termination would result in liability to
Borrower or any of its Subsidiaries (including Delmar) of
$1,000,000 or more.
9. Amendment to Schedule of Subsidiaries. Schedule 1 to the Credit
Agreement is hereby amended to delete Lido Atlantic Trading Company,
Inc., Oil Field Systems Corporation and American Onshore Petroleum
Company, Inc. due to the merger of such Subsidiaries out of
existence.
10. Revocation of Exchange Letters. Reference is hereby made to (a)
that certain letter dated September 17, 1993, from Peter E. Lorenzen,
Vice President and General Counsel of Borrower addressed to the Banks
(the "Exchange Notice Letter"), pursuant to which the Banks were
notified of Borrower's intention to issue the First Convertible
Debentures in exchange for the First Convertible Stock (the
"Exchange"), and (b) the letter agreement (the "Collateral Waiver
Letter") dated as of October 6, 1993, by and between Borrower and
Banks regarding the Banks limited waiver of the right contained in
Section 5.1(b) of the Credit Agreement to require the grant of
certain Liens in connection with the Exchange. Borrower has notified
Banks that it did not complete the Exchange and that it does not
currently intend to complete the Exchange. As such, Borrower hereby
rescinds the Exchange Notice and Banks and Borrower hereby mutually
rescind the Collateral Waiver Letter, in each case to the same extent
as if such letters had never been executed or delivered. As a result
of the foregoing, in the event Borrower elects to complete an
exchange of the First Preferred Stock for the First Convertible
Debentures in the future, it will be necessary for Borrower to again
comply with the requirements of Section 9.1 and 5.1(b) of the Credit
Agreement.
11. Conditions to Effectiveness. This Amendment shall not be deemed
effective until the following shall have been received or occurred:
a. Evidence of Corporate Authority; Legal Opinion.
Borrower shall have delivered to the Banks (a) resolutions of
Borrower's (and to the extent requested, each Restricted
Subsidiary's) Board of Directors authorizing execution and
delivery of this Amendment certified as being true and correct
by Borrower's (or the applicable Restricted Subsidiaries')
corporate secretary, and (b) an opinion of Peter E. Lorenzen,
Esq., in form and substance acceptable to the Banks, opining
with respect to the matters set forth in Paragraph 12 hereof and
such other materials as Agent shall reasonably request.
b. Approval of Third Convertible Debentures Offering
Documents. The Third Indenture and any other related documents,
instruments and agreements shall be in form and substance
acceptable to the Required Banks.
c. Consent of Guarantors. Borrower shall have caused
each Restricted Subsidiary to execute and deliver to the Banks
an Acknowledgement of Guaranty substantially in the form of
Exhibit A attached hereto.
12. Certificate of Effectiveness. Upon satisfaction of each of the
conditions set forth in Paragraph 11 hereof, Borrower and each Bank
shall execute a Certificate of Effectiveness (herein so called)
substantially in the form of Exhibit B attached hereto and
incorporated herein. Upon the execution and delivery of the
Certificate of Effectiveness, the Credit Agreement shall be
automatically amended on the terms set forth herein without the
necessity of any other action on the part of Borrower, Agent or the
Banks. Until the execution and delivery of the Certificate of
Effectiveness, the Credit Agreement shall remain in full force and
effect in accordance with its terms. The date the Certificate of
Effectiveness is delivered is referred to herein as the "Effective
Date."
13. Legal Expenses. Borrower hereby agrees to pay on demand all
reasonable fees and expenses of counsel to Agent incurred by Agent in
connection with the preparation, negotiation and execution of this
Amendment and all related documents.
14. Certification of Representations and Warranties. Borrower
hereby certifies to each Bank that each representation and warranty
of it and the Restricted Subsidiaries contained in the Credit
Agreement and the other Loan Papers (after giving effect to this
Amendment) is true and correct on the date hereof and will be true
and correct on the Effective Date; provided, however, that the
representation and warranty contained in Section 7.5 of the Credit
Agreement shall apply to the most recent financial statements
delivered to the Banks pursuant to Section 8.1 thereof.
15. Binding Effect. Borrower hereby represents and warrants to the
Banks as follows:
a. The execution, delivery and performance by Borrower of
this Amendment is within the Borrower's corporate powers, has
been duly authorized by all necessary action, requires no action
by or in respect of, or filing with, any governmental body,
agency or official and do not violate or constitute a default
under any provision of applicable law or regulation or of any
agreement, judgment, injunction, order, decree or other
instrument binding upon Borrower, any Restricted Subsidiary or
DJ Partners, L.P. or result in the creation or imposition of any
Lien upon any of the assets of Borrower, any Restricted
Subsidiary or DJ Partners, L.P.; and
b. This Amendment constitutes a valid and binding
obligation of the Borrower enforceable in accordance with its
terms, except as (i) the enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting creditor's
rights generally, and (ii) the availability of equitable
remedies may be limited by equitable principles of general
application.
16. No Defenses. Borrower hereby represents and warrants to the
Banks that there are no defenses to payment, counterclaims or rights
of set-off with respect to the Loans existing on the date hereof.
17. Reaffirmation of Loan Papers; Extension of Liens. Any and all
of the terms and provisions of the Credit Agreement and the Loan
Papers shall, except as amended and modified hereby, remain in full
force and effect. Borrower hereby extends the Liens securing the
Obligations until the Obligations have been paid in full, and agrees
that the amendments and modifications herein contained shall in no
manner affect or impair the Obligations or the Liens securing payment
and performance thereof.
18. Parties in Interest. All of the terms and provisions of this
Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns.
19. Counterparts. This Amendment may be executed in counterparts,
and all parties need not execute the same counterpart. However, no
party shall be bound by this Amendment until all parties have
executed a counterpart.
20. COMPLETE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND
THE OTHER LOAN PAPERS COLLECTIVELY REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF BORROWER, THE AGENT
AND THE BANKS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
BORROWER, THE AGENT AND BORROWER.
20. Headings. The headings, captions and arrangements used in this
Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this
Amendment, nor affect the meaning thereof.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers
on the date and year first above written.
BORROWER
SNYDER OIL CORPORATION,
a Delaware corporation
By: /s/Peter E. Lorenzen
Peter E. Lorenzen
Senior Vice President
AGENT
NATIONSBANK OF TEXAS, N.A.
By:/s/ E. Murphy Markham, IV
E. Murphy Markham, IV
Senior Vice President
BANKS
NATIONSBANK OF TEXAS, N.A.
By:/s/ E. Murphy Markham, IV
E. Murphy Markham, IV
Senior Vice President
WELLS FARGO BANK, N.A.
By: /s/Kirk Scoggins
Kirk Scoggins
Vice President
BANK ONE, TEXAS, N.A.
By:
Brad Bartek
Vice President
EXHIBIT A
ACKNOWLEDGEMENT OF GUARANTY
NationsBank of Texas, N.A.
NationsBank Plaza
901 Main Street, 49th Floor
Dallas, Texas 75202
Wells Fargo Corporate Services, Inc.
3535 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
Bank One, Texas, N.A.
777 Main Street, Suite 2500
Fort Worth, Texas 76102
Gentlemen:
Each of the undersigned (individually a "Guarantor" and
collectively the "Guarantors") has executed and delivered to you a
Guaranty dated as of December 13, 1991 (the "Guaranty") pursuant to
which it has guaranteed the obligations of Snyder Oil Corporation, a
Delaware corporation (the "Company") to you under the Fourth Restated
Credit Agreement dated as of July 1, 1993, among each of you and the
Company (the "Credit Agreement"), the promissory notes of the Company
issued to you pursuant to the Credit Agreement and obligations
arising under various collateral and security documents therein
described (the "Collateral Documents").
The Guarantors acknowledge that the Company has requested the
Banks to amend the Credit Agreement in certain respects as set forth
in the First Amendment to Fourth Restated Credit Agreement, dated as
of the 28th day of April, 1994, a copy of which is annexed hereto as
Exhibit A (the "Amendment"). While the Guarantors acknowledge that
their consent to the execution and delivery of the Amendment is not
required, the Guarantors nonetheless acknowledge and agree as
follows:
1. The Guarantors have received and reviewed a copy of the
Amendment and have no objections to the terms and
conditions thereof.
2. The Guaranty continues in full force and effect.
The Guarantors acknowledge that the Banks are relying on the
foregoing in executing and delivering the Amendment.
Executed as of the 28th day of April, 1994.
SOCO HOLDINGS, INC.
B_________________________________
Its:______________________________
MEXICAN FLATS SERVICE COMPANY, INC.
By:_______________________________
Its:______________________________
WESTERN TRANSMISSION CORPORATION
By:_______________________________
Its:______________________________
SNYDER ACQUISITION CORPORATION
By:_______________________________
Its:______________________________
SNYDER GAS MARKETING, INC.
By:_______________________________
Its:______________________________
INSTITUTIONAL SERVICES, INC.
By:_______________________________
Its:______________________________
SOCO THOMASVILLE, INC.
By:______________________________
Its:_____________________________
SOCO WATTENBERG CORPORATION
By:______________________________
Its:_____________________________
WYOMING GATHERING AND PRODUCTION
COMPANY
By:______________________________
Its:_____________________________
SOCO CALIFORNIA PROPERTIES, INC.
By:______________________________
Its:_____________________________
EXHIBIT B
CERTIFICATE OF EFFECTIVENESS
This Certificate of Effectiveness (the "Certificate") is
executed the _____ day of _______________________, 1994 by and among
Snyder Oil Corporation ("Borrower"), NationsBank of Texas, N.A., as
Agent ("Agent") and NationsBank of Texas, N.A., Wells Fargo Bank,
N.A. and Bank One, Texas, N.A. This Certificate is executed pursuant
to Paragraph 12 of that certain First Amendment to Fourth Restated
Credit Agreement (the "Amendment") dated as of the 28th day of April,
1994 by and among Borrower, Agent and the Banks named therein. This
Certificate is the "Certificate of Effectiveness" therein referenced.
Unless otherwise defined herein, all terms used herein with their
initial letter capitalized shall have the meaning given such terms in
the Amendment. The Borrower, Agent and the Banks hereby acknowledge
and agree as follows:
1. Borrower has satisfied each condition precedent to the
effectiveness of the Amendment contained in Paragraph 11 of
the Amendment.
2. The Amendment is effective as of the date hereof.
Executed and effective as of the date and year first above
written.
NATIONSBANK OF TEXAS, N.A.
By:___________________________
Its:__________________________
WELLS FARGO BANK, N.A.
By:___________________________
Its:__________________________
BANK ONE, TEXAS, N.A.
By:___________________________
Its:__________________________
SNYDER OIL CORPORATION
By:___________________________
Its:__________________________
/145060.4
