OPTIMA PETROLEUM CORP
10-Q, 1997-11-14
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q
                         -------------------------------




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


<TABLE>
<S>                                                     <C>   
For the quarterly period ended: September 30, 1997      Commission file number: 019020
</TABLE>



                          OPTIMA PETROLEUM CORPORATION

             (Exact name of registrant as specified in its charter)



          CANADA                                   98-0115468

(State of Incorporation)                 (I.R.S. Employee identification No.)


600-595 HOWE STREET, VANCOUVER, BRITISH COLUMBIA, CANADA      V6C 2T5

       (Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code: (604) 684-6886



        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 [ ].



Number of shares of Common Stock outstanding at November 7, 1997      11,001,346


                                      -1-
<PAGE>   2
                          OPTIMA PETROLEUM CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q


                                      INDEX


PART I -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS................................................ 3

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS...........................................13


PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K....................................15

SIGNATURES


                                      -2-
<PAGE>   3
                         PART I - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
OPTIMA PETROLEUM CORPORATION
 
Consolidated Balance Sheets
 
 
<TABLE>
<CAPTION>
                                                                         September 30          December 31
                                                                             1997                 1996
                                                                        --------------       --------------
<S>                                                                     <C>                  <C>           
ASSETS                                                                    (unaudited)           (audited)
 
CURRENT
  Cash and cash equivalents                                             $    6,946,802       $    2,055,062
  Cash held in trust - current                                                 249,168                   --
  Accounts receivable                                                        2,168,145            2,516,578
  Note receivable - current portion                                            125,376              124,423
                                                                        --------------       --------------
                                                                             9,489,491            4,696,063
OTHER
  Cash held in trust - long term                                               691,281              638,142
  Advances to operators                                                        584,553              468,864
  Note receivable - long term portion                                          250,753              373,269
  Petroleum and natural gas interests, full cost method (Note 3)            20,659,523           34,764,350
  Deferred charges                                                             222,733              273,980
                                                                        --------------       --------------
                                                                        $   31,898,334       $   41,214,668
                                                                        ==============       ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT
  Accounts payable and accrued liabilities                              $      916,255       $    2,676,605
  Current portion of long-term debt                                                 --              730,947
                                                                        --------------       --------------
                                                                               916,255            3,407,552

LONG-TERM DEBT                                                                 138,110            6,119,670

SITE RESTORATION AND ABANDONMENT                                               200,505              215,018

SHAREHOLDERS' EQUITY
  Share capital (Note 4)
    Authorized 100,000,000 common shares
    Issued 11,000,846 (1996 - 11,318,894) common shares                     30,886,244           31,790,695
  Contributed surplus                                                          608,222              608,222
  Deficit                                                                     (851,002)            (926,489)
                                                                        --------------       --------------
                                                                            30,643,464           31,472,428
                                                                        --------------       --------------
                                                                        $   31,898,334       $   41,214,668
                                                                        ==============       ==============
</TABLE>


See accompanying notes to consolidated financial statements.


                                      -3-
<PAGE>   4
OPTIMA PETROLEUM CORPORATION
 
Consolidated Statements of Operations and Deficit
(unaudited)
 
 
<TABLE>
<CAPTION>
                                                  Three months ended September 30,        Nine months ended September 30,
                                                      1997                1996                1997                1996
                                                  -----------         -----------         -----------         -----------
<S>                                               <C>                 <C>                 <C>                 <C>        
 
OPERATING INCOME

  Petroleum and natural gas sales                 $ 1,892,262         $ 3,094,028         $ 6,467,944         $ 8,972,277
  Royalties and production taxes                      809,067             639,256           2,220,222           1,917,765
  Operating costs                                     251,917             353,358             691,157           1,016,952
                                                  -----------         -----------         -----------         -----------
                                                      831,278           2,101,414           3,556,565           6,037,560

EXPENSES

  General and administrative (Schedule)               384,863             396,817           1,296,867           1,233,474
                                                  -----------         -----------         -----------         -----------

EARNINGS BEFORE INTEREST,
  DEPLETION, DEPRECIATION,
    AMORTIZATION AND INCOME TAXES                     446,415           1,704,597           2,259,698           4,804,086


  Gain on sale of Canadian petroleum
    and natural gas interests (Note 2)                117,937                  --            (583,414)                 --
  Interest revenue                                    (95,775)             (5,374)           (157,046)            (15,529)
  Depletion and depreciation                          716,417           1,196,122           2,411,212           3,341,603
  Interest and bank charges                             1,538             163,741             144,782             474,716
  Amortization of deferred financing costs             17,082              17,094              51,247              51,247
  Foreign exchange loss                                18,250               3,312              56,239               6,905
                                                  -----------         -----------         -----------         -----------

NET INCOME
  BEFORE INCOME TAXES                                (329,034)            329,702             336,678             945,144

INCOME TAXES                                            1,191                  --             261,191              20,104
                                                  -----------         -----------         -----------         -----------

NET INCOME (LOSS) FOR THE PERIOD                     (330,225)            329,702              75,487             925,040

DEFICIT, beginning of period                         (520,777)           (559,724)           (926,489)         (1,155,062)

                                                  -----------         -----------         -----------         -----------
DEFICIT, end of period                            $  (851,002)        $  (230,022)        $  (851,002)        $  (230,022)
                                                  ===========         ===========         ===========         =========== 

INCOME (LOSS) PER SHARE                           $     (0.03)        $      0.03         $      0.01         $      0.09
                                                  ===========         ===========         ===========         ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      -4-
<PAGE>   5
OPTIMA PETROLEUM CORPORATION
 
Consolidated Statements of Changes In Financial Position
(unaudited)
 
 
<TABLE>
<CAPTION>
                                                Three months ended September 30,          Nine months ended September 30,
                                                    1997                 1996                 1997                 1996
                                                ------------         ------------         ------------         ------------
<S>                                             <C>                  <C>                  <C>                  <C>         
                                                                         CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
Income (loss) for the period                    $   (330,225)        $    329,702         $     75,487         $    925,040
  Items not involving cash
    Gain on sale of Canadian petroleum
      and natural gas interests (net of              119,128                   --             (322,223)                  --
    Depletion, depreciation and amortiza             733,499            1,213,216            2,462,459            3,392,850
                                                ------------         ------------         ------------         ------------
                                                     522,402            1,542,918            2,215,723            4,317,890
  Changes in non-cash working capital:
    Accounts receivable                              727,911              399,365              348,433           (2,243,238)
    Accounts payable and accrued liabili            (647,872)            (132,208)          (1,760,350)            (297,421)
    Net working capital
      adjustments on sale of Canadian
        petroleum and natural gas intere            (119,128)                  --             (636,388)                  --
    Debenture receivable                                  --                   --                   --              493,874
                                                ------------         ------------         ------------         ------------
                                                     483,313            1,810,075              167,418            2,271,105
                                                ------------         ------------         ------------         ------------

FINANCING ACTIVITIES
  Issue (repurchase) of
    common shares (net of expenses)                 (544,880)             374,666             (904,451)           1,858,403
  Repayment of bank debt                                  60             (175,353)          (6,712,507)              (5,520)
  Collection of note receivable                         (164)                 654              121,563             (494,533)
                                                ------------         ------------         ------------         ------------
                                                    (544,984)             199,967           (7,495,395)           1,358,350
                                                ------------         ------------         ------------         ------------

INVESTING ACTIVITIES
  Proceeds from the sale of
    petroleum and natural gas interests                   --                   56           16,750,000            1,179,681
  Petroleum and natural gas interests             (1,160,676)            (950,536)          (4,112,287)          (4,199,368)
  Advances to operators                             (302,220)            (957,979)            (115,689)            (189,458)
  Cash held in trust                                (249,469)                  --             (302,307)                  --
  Deferred charges                                        --                 (112)                  --               (2,648)
                                                ------------         ------------         ------------         ------------
                                                  (1,712,365)          (1,908,571)          12,219,717           (3,211,793)
                                                ------------         ------------         ------------         ------------

INCREASE (DECREASE) IN CASH                       (1,774,036)             101,471            4,891,740              417,662

CASH AND CASH
  EQUIVALENTS, beginning of period                 8,720,838            1,339,116            2,055,062            1,022,925
                                                ------------         ------------         ------------         ------------

CASH AND CASH
  EQUIVALENTS, end of period                    $  6,946,802         $  1,440,587         $  6,946,802         $  1,440,587
                                                ============         ============         ============         ============
</TABLE>

 
See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>   6
OPTIMA PETROLEUM CORPORATION
 
Schedules of Consolidated General and Administrative Expense
(unaudited)
 
 
<TABLE>
<CAPTION>
                            Three months ended September 30,      Nine months ended September 30,
                                 1997              1996              1997              1996
                              ----------        ----------        ----------        ----------
<S>                           <C>               <C>               <C>               <C>       
 
Consultants                   $  180,025        $  180,805        $  564,252        $  499,018
Office expense                    74,291            63,771           276,695           176,113
Legal, audit and tax              36,752            30,767           148,901           151,381
Investor communication            46,989            31,059           137,855           180,288
Public listing                     1,421             4,073            32,308            33,421
Office rent                       31,571            17,211            81,028            58,871
Travel                            12,899            62,626            52,212           127,877
Directors                            915             6,505             3,616             6,505

                              ----------        ----------        ----------        ----------
                              $  384,863        $  396,817        $1,296,867        $1,233,474
                              ==========        ==========        ==========        ==========
</TABLE>


                                      -6-
<PAGE>   7
OPTIMA PETROLEUM CORPORATION

Notes to Consolidated Financial Statements
September 30, 1997
(unaudited)


1.    SIGNIFICANT ACCOUNTING POLICIES

      (a)   Basis of presentation

            The consolidated financial statements should be read in conjunction
            with the consolidated financial statements and notes thereto
            included in the Company's Annual Report on Form 10-K for the year
            ended December 31, 1996, as filed with the Securities and Exchange
            Commission.

            The consolidated financial statements included herein as of
            September 30, 1997, and for the three and nine month periods ended
            September 30, 1997 and 1996 are unaudited. Management has reflected
            all adjustments, consisting of normal and recurring adjustments,
            which it believes are necessary to present fairly the financial
            position as at September 30, 1997 and the results of operations and
            cash flows for the three and nine month periods ended September 30,
            1997 and 1996.

            The consolidated financial statements are presented in accordance
            with generally accepted accounting principles applicable in Canada
            and expressed in Canadian dollars. Except as disclosed in Note 6,
            these financial statements conform, in all material respects, with
            generally accepted accounting principles in the United States.

      (b)   Basis of consolidation

            The consolidated financial statements include the accounts of the
            Company and its wholly owned subsidiary, Optima Energy (U.S.)
            Corporation. All intercompany transactions and balances have been
            eliminated.

      (c)   Cash and cash equivalents

            Cash and cash equivalents include short-term investments with a
            maturity of ninety days or less at the time of issue.

      (d)   Petroleum and natural gas interests

            The Company follows the full cost method of accounting for petroleum
            and natural gas interests whereby all costs of exploring and
            developing petroleum and natural gas reserves, net of government
            grants, are capitalized by individual country cost centre. Such
            costs include land acquisition costs, geological and geophysical
            expenses, costs of drilling both productive and non-productive wells
            and overhead charges directly related to acquisition, exploration
            and development activities.

            The total carrying value of the Company's petroleum and natural gas
            interests, less accumulated depletion, is limited to the estimated
            future net revenue from production of proved reserves, based on
            unescalated prices and costs plus the lower of cost and net
            realizable value of unproved properties, less estimated future
            development costs, general and administrative expenses, financing
            costs and income taxes. The carrying value of unproved properties is
            reviewed periodically to ascertain whether impairment has occurred.
            Where impairment has occurred, the costs have been written down to
            their net realizable value.

            For each cost centre, the costs associated with proved reserves are
            depleted on the unit-of-production method based on an independent
            engineering estimate of proved reserves, after royalties, with
            natural gas converted to its energy equivalent at a ratio of six
            thousand cubic feet of natural gas to one barrel of oil.


                                      -7-
<PAGE>   8
OPTIMA PETROLEUM CORPORATION

Notes to Consolidated Financial Statements
September 30, 1997
(unaudited)


            Site restoration and abandonment costs, net of expected recoveries
            for production equipment and facilities, at the end of their useful
            life, are provided for on a unit-of-production basis.

            Equipment is depreciated on a straight-line basis over five years.

      (e)   Deferred charges

            Debt financing costs are amortized on a straight line basis over the
            terms of the related loans.

      (f)   Foreign currency translation

            Transactions of the Company and its subsidiaries that are
            denominated in foreign currencies are recorded in Canadian dollars
            at exchange rates in effect at the related transaction dates.
            Monetary assets and liabilities denominated in foreign currencies
            are adjusted to reflect exchange rates at the balance sheet date.
            Exchange gains and losses arising on the translation of monetary
            assets and liabilities, except as they relate to long-term debt, are
            included in the determination of income for the year. Unrealized
            foreign exchange gains and losses related to long-term debt are
            deferred and amortized over the remaining term of the related debt.

      (g)   Use of estimates

            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. Significant areas
            requiring the use of management estimates relate to the
            determination of rates for depreciation, depletion and amortization
            and the impairment of petroleum and natural gas interests. Actual
            results could differ from these estimates.

      (h)   Fair value of financial instruments

            Financial instruments include cash and cash equivalents, accounts
            receivable, note receivable, accounts payable and accrued
            liabilities and the current and long term portions of long term
            debt. Fair values approximate carrying values for these financial
            instruments since they are short term in nature, receivable or
            payable on demand, or bear interest at floating rates.


                                      -8-
<PAGE>   9
OPTIMA PETROLEUM CORPORATION

Notes to Consolidated Financial Statements
September 30, 1997
(unaudited)


2.    SALE OF CANADIAN PETROLEUM AND NATURAL GAS INTERESTS

      On May 30, 1997 the Company closed the sale of a substantial portion of
      its Canadian petroleum and natural gas interests for cash proceeds of
      $16,750,000. Previously reported interim results for March 31, 1997 have
      been restated to exclude the operating results of the Canadian petroleum
      and natural gas interests from January 1, 1997, the effective date of the
      disposition.

      The following pro-forma summary presents comparative consolidated results
      of operations as if the disposition had occurred at the beginning of 1996:


<TABLE>
<CAPTION>
                                               Three months ended                    Nine months ended
                                                  September 30,                         September 30,
                                            1997                1996               1997               1996
                                        -----------         -----------        -----------        -----------
<S>                                     <C>                 <C>                <C>                <C>        
Petroleum and natural gas sales         $ 1,892,262         $ 2,464,937        $ 6,467,944        $ 6,749,282
Net income (loss) for the period           (330,225)            354,908             75,487            920,978
Income (loss) per share                       (0.03)               0.04               0.01               0.09
                                        ===========         ===========        ===========        ===========
</TABLE>


      These pro-forma results have been prepared for comparative purposes only
      and do not purport to be indicative of what would have occurred had the
      disposition been made as of these dates or of results which may occur in
      the future.

3.    PETROLEUM AND NATURAL GAS INTERESTS


<TABLE>
<CAPTION>
                                                            September 30,   December 31,
                                                              1997                 1996
                                                          ------------         ------------
<S>                                                       <C>                  <C>         
Petroleum and natural gas interests                       $ 35,760,257         $ 50,200,530
Other equipment                                                204,854              176,271
                                                          ------------         ------------
                                                            35,965,111           50,376,801
Accumulated depreciation, depletion and write-offs         (15,305,588)         (15,612,451)
                                                          ------------         ------------
                                                          $ 20,659,523         $ 34,764,350
                                                          ============         ============
</TABLE>


      As at September 30, 1997, unproved properties with capitalized costs of
      $2,576,311 (December 31 - $4,441,055) were not subject to depletion. It is
      expected that these properties will be evaluated over the next one to
      three years.


                                      -9-
<PAGE>   10
OPTIMA PETROLEUM CORPORATION

Notes to Consolidated Financial Statements
September 30, 1997
(unaudited)


4.    SHARE CAPITAL

      (a)   Issued

<TABLE>
<CAPTION>
                                                       Number of              Capital
                                                         Shares                Stock
                                                       ----------           -----------
<S>                                                    <C>                  <C>        
Balance at December 31, 1996                           11,318,894           $31,790,695

In lieu of consulting fees                                  5,052                18,339
Shares repurchased and
canceled under Normal Course Issuer Bid                  (323,100)             (922,790)
                                                       ----------           -----------

Balance at September 30, 1997                          11,000,846           $30,886,244
                                                       ==========           ===========
</TABLE>


            Subsequent to September 30, 1997, 500 common shares were issued for
            cash proceeds of $1,815 in lieu of consulting fees.


      (b)   Reserved in respect of options

<TABLE>
<CAPTION>
                                               Exercise          Exercisable
             Holder                 Number       Price          On or Before
- - -------------------------------   ---------    --------         -------------
<S>                                 <C>        <C>              <C>    
Company directors and employees     193,000      $3.50          April 3, 1998
                                     50,000      $3.55          April 3, 1998
                                    100,000      $4.05          July 25, 1999
                                    525,000      $4.15          June 12, 1999
                                     50,000      $3.50           June 2, 1999
Non-related persons                 120,000      $3.50          April 3, 1998
                                    125,000      $3.50           June 2, 1999
                                  ---------    --------         -------------
                                  1,163,000
                                  =========
</TABLE>


      (c)   Net income (loss) per share

            Net income (loss) per share has been calculated based on the
            following weighted average numbers of shares outstanding:


<TABLE>
<CAPTION>
                                            September 30,       September 30,
                                                 1997                1996
                                            -------------       -------------
<S>                                         <C>                 <C>       
Weighted average number of shares             11,212,969          10,816,953
                                              ==========          ==========
</TABLE>


                                      -10-
<PAGE>   11
OPTIMA PETROLEUM CORPORATION

Notes to Consolidated Financial Statements
September 30, 1997
(unaudited)


5.    RELATED PARTY TRANSACTIONS

      In the nine months ended September 30, 1997, the Company was charged 
      consulting expenses of $313,335 (1996 - $282,150) by companies related by
      virtue of common directors. Office expense includes $88,200 paid to a
      related company.

6.    RECONCILIATION BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA
      AND THE UNITED STATES

      (a)   Accounting for income taxes

            Under the asset and liability method of Statement of Financial
            Accounting Standards No. 109 ("SFAS 109"), deferred income tax
            assets and liabilities, reduced by a valuation allowance to an
            amount more likely than not to be recovered, are measured using
            enacted tax rates for the future income tax consequences
            attributable to differences between the financial statement carrying
            amount of existing assets and liabilities and their respective tax
            bases. The approximate effect of each component of deferred income
            tax assets and liabilities at December 31, 1996 is as follows:

<TABLE>
            <S>                                                  <C>         
            Net operating losses                                 $ 8,911,000
            Petroleum and natural gas interests                   (4,977,000)
                                                                 ------------
            Net deferred tax assets                                3,934,000
            Less valuation allowance                              (3,934,000)
                                                                 ------------
            Deferred tax assets, net of valuation allowance      $     -     
                                                                 ============
</TABLE>


            The valuation allowance equals the entire amount of the net deferred
            tax assets as the recognition criteria for deferred tax assets has
            not been met. Therefore, there is no effect of applying the
            provisions of SFAS 109 on the Company's financial statements.

      (b)   Consolidated statements of changes in financial position

            Under United States accounting principles, the following items are
            not considered to be cash items and would not appear in the
            consolidated statements of changes in financial position:

            (i)   the conversion of debentures; and 

            (ii)  the issuance of shares on settlement of consulting fees and
                  directors fees payable.


                                      -11-
<PAGE>   12
OPTIMA PETROLEUM CORPORATION

Notes to Consolidated Financial Statements
September 30, 1997
(unaudited)


As a result, cash flows from operating, financing and investing
activities would be presented as follows under United States
accounting principles:


<TABLE>
<CAPTION>
                              Three Months Ended September 30,           Nine Months Ended September 30,
                                  1997                 1996                 1997                 1996
                              ------------         ------------         ------------         ------------
<S>                           <C>                  <C>                  <C>                  <C>         

Cash flows from:
  Operating activities        $    488,758         $  1,824,595         $    185,757         $  2,298,185
  Financing activities            (550,429)             185,447           (7,513,734)           1,331,270
  Investing activities          (1,712,365)          (1,908,571)          12,219,717           (3,211,793)
                              ------------         ------------         ------------         ------------    
Increase
  (decrease)  in cash         $ (1,774,036)        $    101,471         $  4,891,740         $    417,662
                              ============         ============         ============         ============      
</TABLE>


Under United States accounting principals the following
supplementary cash flow information would be disclosed:


<TABLE>
<CAPTION>
                       Three Months Ended September 30,      Nine Months Ended September 30,
                             1997            1996                  1997           1996
                       ------------       ------------       ------------       ------------
<S>                    <C>                <C>                <C>                <C>         
Interest paid          $      1,538       $    163,741       $    144,782       $    474,716
                       ============       ============       ============       ============
                                                                                  
Income tax paid        $      1,191                 --       $    261,191       $     20,104
                       ============       ============       ============       ============ 
</TABLE>                                                                      


                                      -12-
<PAGE>   13
                    PART I - FINANCIAL INFORMATION CONTINUED

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The Company's financial statements are stated in Canadian Dollars (CDN$) and are
prepared in accordance with Canadian Generally Accepted Accounting Principles.
The value of the U.S. Dollar in relation to the Canadian Dollar was U.S. $1.4073
as at November 7, 1997.


<TABLE>
<CAPTION>
Working Interest                             Quarter Ended September 30                         1997                  1997
- - ----------------                  --------------------------------------------------       --------------         -----------
                                                             1996               1996             Increase          Percentage
                                                              USA           Canadian        (Decrease) in            Increase
CDN$                                  1997             Operations         Operations       USA Operations          (Decrease)
                                  -----------         -----------        -----------       --------------         -----------
<S>                               <C>                 <C>                <C>               <C>                    <C>  

Volume
  Natural Gas (mcf)                   287,952             418,853            392,688            (130,901)                (31%)
  Oil (bbls)                           33,010              34,150              5,324              (1,140)                 (3%)
Average Price per Unit
CDN
  Natural Gas (mcf)               $        --         $        --        $      1.18                 N/A                 N/A
  Oil (bbls)                      $        --         $        --        $     31.22                 N/A                 N/A
USA
  Natural Gas (mcf)               $      3.49         $      3.45        $        --         $      0.04                   1%
  Oil (bbls)                      $     26.90         $     29.86        $        --         $     (2.96)                (10%)
Gross Revenue,
  Natural Gas                     $ 1,004,168         $ 1,445,231        $   462,875         $  (441,063)                (31%)
  Oil                             $   888,094         $ 1,019,706        $   166,216         $  (131,612)                (16%)

                                  -----------         -----------        -----------         -----------          -----------
Total Revenue                     $ 1,892,262         $ 2,464,937        $   629,091         $  (572,675)
                                  ===========         ===========        ===========         ===========          ===========

Earnings, before Interest,
 depletion, amortization
 and taxes ("EBITDA")
 per Share                        $      0.04         $      0.11        $      0.04         $     (0.07)                (63%)
                                  ===========         ===========        ===========         ===========          ===========

Income(Loss) per Share            $     (0.03)        $      0.04        $     (0.01)        $     (0.07)                N/A
                                  ===========         ===========        ===========         ===========          ===========
</TABLE>


References to "BOE" in the analysis below mean barrels of oil equivalent. For
the purposes of this discussion BOE is calculated by converting gas to
equivalent barrels at a ration of 6 mcf per barrel.

RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1996

The following discussion reflects the disposition of a substantial portion of
the Company's Canadian petroleum and natural gas interests. For clarity, the
Company's remaining U.S. operations are analyzed against comparative U.S.
operations for the same quarter in the previous year.

In comparing the quarters ended September 30, 1997 and 1996, the disposition
accounted for a sale of the Canadian operations accounts for a reduction of
$692,091 in total revenue, $461,582 in cash flow and 70,772 BOE of production.

For information concerning the disposition, reference should be made to Note 2
of the Consolidated Financial Statements as provided in Part I of this report.


                                      -13-
<PAGE>   14

OVERVIEW

An comparison of EBITDA between U.S. operations showed a decline of 74% from
$1,243,015 to $446, 415 (from $0.11 to $0.04 per share) due to operating revenue
declines combined with a $225,000 retroactive adjustment to royalties booked in
the quarter.

Income per share for the U.S. operations also decreased by $0.07 per share from
the 1996 third quarter to the 1997 third quarter, or from net income of $329,702
to a net loss of $(329,034). The gain on the sale of Canadian petroleum and
natural gas interests was adjusted downward due to the payment of unanticipated
Canadian crown royalty adjustments for the 1994-96 period.

The weighted average number of shares was 11,212,969 at September 30, 1997 as
compared to 10,816,953 at September 30, 1996.

OPERATING REVENUES

A 130,901 mcf decrease in gas volumes in the U.S. is responsible for 78% of the
$572,675 decrease in total revenue. The remaining decrease results from a $2.96
decrease in U.S. oil prices between the 1997 and 1996 third quarters.
Additionally, delays in our development drilling program at Backridge and East
Haynesville have resulted in new producing wells not coming onstream until the
latter part of the fourth quarter, 1997.

Oil production accounts for 54% of the Companies output in the quarter, as
compared to 45% in the prior year.

OPERATING EXPENSES

Comparative operating costs in the U.S. operations increased 35% from $186,415
in the third quarter of 1996. These costs were $2.85 per BOE in the quarter in
1997 as compared to $1.79 per BOE in 1996. The increases are attributable to
workovers performed in the Company's Valentine properties in the quarter.

INTEREST EXPENSE

Interest and bank charges decreased to $1,538 in the third quarter of 1997 from
$163,741 in the same period in 1996, a decrease of 99%. The change is due to a
payout of the bank loans at the end of May 1997.

DEPLETION, DEPRECIATION AND AMORTIZATION

The decrease in depletion and depreciation for the quarter reflects decreased
production volumes. On a BOE basis, the 1997 quarter's expense was $8.84 per BOE
as compared to $7.65 per BOE in the U.S. last year. Depletion and depreciation
in the U.S. for the year ended December 31, 1996 was $9.57 per BOE.

GENERAL AND ADMINISTRATIVE EXPENSE

General and administrative expenses for the quarter decreased 4% to $384,863 as
compared to the third quarter of 1996. Due production decreases, and to the
disposal of 37% of the production base in the third quarter of 1996,
administrative costs increased from $2.27 per BOE in 1996 to $4.35 per BOE in
1997.

BALANCE SHEET

The sale of the Canadian operations has made a significant impact on the balance
sheet. Total assets at September 30, 1997 were $31, 898,334 as compared to
$41,214,668 a year earlier and $33,421,251 as at June 30, 1997. Working capital
was $8,573,236 at the end of the third quarter of 1997 as compared to $2,917,301
a year earlier. Property additions and drilling costs of $1,160,676 and along
with the repurchase of 204,000 common shares for $544,880 reduced working
capital by $1,604,823 as compared to June 30, 1997. To date, a total of 350,000
common shares have been repurchases at an average cost of $2.92 per share.

CERTAIN OF THE FOREGOING STATEMENTS MAY BE DEEMED "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE SECURITIES EXCHANGE ACT OF 1934. ALTHOUGH THE COMPANY
BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE
REASONABLE, THERE CAN BE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE
BEEN CORRECT. CERTAIN RISKS AND UNCERTAINTIES INHERENT IN THE COMPANY'S BUSINESS
ARE SET FORTH IN THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE RISKS INCLUDE PRICE CHANGES FOR OIL AND GAS, RISKS REGARDING
ESTIMATES OF RESERVES, PRODUCTION RISKS, GOVERNMENTAL REGULATIONS AND GENERAL
RISKS REGARDING THE EXPLORATION FOR, AND THE PRODUCTION OF, OIL AND GAS
RESERVES.


                                      -14-
<PAGE>   15
                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

There was no Form 8-K filed during the quarter ended September 30, 1997.

                                   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.


                  OPTIMA PETROLEUM CORPORATION AND SUBSIDIARIES
                                  (Registrant)




Date: August 13, 1997                  By: /s/ R.L. Hodgkinson
                                           Robert L. Hodgkinson
                                           President - CEO

                                       By: /s/ R.P. Bourgeois
                                           Ronald P. Bourgeois
                                           Chief Financial Officer - Secretary


                                      -15-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THIRD
QUARTER 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINACIAL
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       6,946,802
<SECURITIES>                                         0
<RECEIVABLES>                                2,168,145
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             9,489,491
<PP&E>                                      35,965,111
<DEPRECIATION>                              15,305,588
<TOTAL-ASSETS>                              31,898,334
<CURRENT-LIABILITIES>                          916,255
<BONDS>                                        138,110
                                0
                                          0
<COMMON>                                    30,886,244
<OTHER-SE>                                   (242,780)
<TOTAL-LIABILITY-AND-EQUITY>                31,898,334
<SALES>                                      6,467,944
<TOTAL-REVENUES>                             7,208,404
<CGS>                                        2,911,379
<TOTAL-COSTS>                                6,619,458
<OTHER-EXPENSES>                               252,268
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             144,782
<INCOME-PRETAX>                                336,678
<INCOME-TAX>                                   261,191
<INCOME-CONTINUING>                             75,487
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    75,487
<EPS-PRIMARY>                                     0.01
<EPS-DILUTED>                                     0.01
        

</TABLE>


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