<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: to:
Commission file number: 019020
PETROQUEST ENERGY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 72-1440714
(State of Incorporation) (I.R.S. Employer Identification No.)
400 E. KALISTE SALOOM RD., LAFAYETTE, LOUISIANA 70508
(Address of principal executive offices) (Zip code)
</TABLE>
----------
Registrant's telephone number, including area code: (337) 232-7028
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
--- ---
As of August 10, 2000, there were 29,471,156 shares of the Registrant's
Common Stock, par value $.001 per share, outstanding.
<PAGE> 2
PETROQUEST ENERGY, INC.
Table of Contents
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999. . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 2000 and 1999. . . . . . . . . 4
Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2000 and 1999. . . . . . . . . . 5
Consolidated Statement of Stockholders' Equity for the
Six Months Ended June 30, 2000 . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . . . . . . . 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . 11
Part II. Other Information
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 2. Changes in Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . 11
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . 12
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
2
<PAGE> 3
PETROQUEST ENERGY, INC.
Consolidated Balance Sheets
(amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 10,691 $ 3,006
Oil and gas revenue receivable 2,694 2,337
Joint interest billing receivable 4,929 2,190
Subscriptions receivable 1,183 --
Other current assets 199 235
------------ ------------
Total current assets 19,696 7,768
------------ ------------
Oil and gas properties
Oil and gas properties, full cost method 63,188 51,149
Unevaluated oil and gas properties 6,169 5,753
Accumulated depreciation,
depletion and amortization (37,671) (35,412)
------------ ------------
Oil and gas properties, net 31,686 21,490
Plugging and abandonment escrow 375 255
Other assets, net of accumulated depreciation and
amortization of $464,977 and $378,531, respectively 405 388
------------ ------------
Total assets $ 52,162 $ 29,901
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 9,809 $ 3,021
Advances from co-owners 5,824 3,157
Current portion of long-term debt 2,559 1,942
------------ ------------
Total current liabilities 18,192 8,120
------------ ------------
Commitments and contingencies
Long-term debt 2,304 2,927
Other liabilities 749 749
Stockholders' equity
Common stock, $0.001 par value, 29,930,730 and
24,089,222 issued and outstanding, respectively 30 24
Paid-in capital 60,009 48,869
Accumulated deficit (29,122) (30,788)
------------ ------------
Total stockholders' equity 30,917 18,105
------------ ------------
Total liabilities and stockholders' equity $ 52,162 $ 29,901
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
PETROQUEST ENERGY, INC.
Consolidated Statements of Operations
(unaudited)
(amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales $ 3,803 $ 1,521 $ 6,902 $ 2,738
Interest income 56 20 108 40
---------- ---------- ---------- ----------
3,859 1,541 7,010 2,778
---------- ---------- ---------- ----------
Expenses:
Lease operating expenses 694 567 1,297 975
Production taxes 177 93 350 157
Depreciation, depletion and amortization 1,204 1,126 2,347 2,012
General and administrative 739 428 1,341 711
Interest expense 9 122 9 191
Foreign exchange (gain) loss -- -- -- (10)
---------- ---------- ---------- ----------
Income (loss) from operations 1,036 (795) 1,666 (1,258)
Income tax expense -- -- -- --
---------- ---------- ---------- ----------
Net income (loss) $ 1,036 $ (795) $ 1,666 $ (1,258)
========== ========== ========== ==========
Earnings per common share
Basic 0.04 (0.04) 0.07 (0.07)
========== ========== ========== ==========
Diluted 0.04 (0.04) 0.07 (0.07)
========== ========== ========== ==========
Weighted average common shares
Basic 24,110 18,551 24,119 18,544
Diluted 25,201 18,551 25,157 18,544
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
PETROQUEST ENERGY, INC.
Consolidated Statements of Cash Flows
(unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,666 $ (1,258)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 2,346 2,012
Compensation expense 116 --
Changes in working capital accounts:
Oil and gas revenue receivable (356) (262)
Joint interest billing receivable (2,739) --
Other current assets (51) 168
Accounts payable and accrued liabilities 2,491 1,435
Advances from co-owners 2,667 --
Plugging and abandonment escrow (120) 66
Other (17) (374)
-------- --------
Net cash provided by operating activities 6,003 1,787
-------- --------
Cash flows from investing activities:
Investment in oil and gas properties (8,159) (4,793)
Sale of oil and gas properties -- 424
-------- --------
Net cash used in investing activities (8,159) (4,369)
-------- --------
Cash flows from financing activities:
Proceeds from borrowings 3,100 2,399
Repayment of long-term debt (3,107) (165)
Proceeds from private placement 9,693 --
Payment of costs related to private placement (326) --
Proceeds from exercise of warrants 343 --
Proceeds from exercise of stock options 138 34
-------- --------
Net cash provided by financing activities 9,841 2,268
-------- --------
Net increase (decrease) in cash 7,685 (314)
Cash balance, beginning of period $ 3,006 $ 1,081
-------- --------
Cash balance, end of period $ 10,691 $ 767
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 205 $ 68
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
PETROQUEST ENERGY, INC.
Consolidated Statements of Stockholders' Equity
(unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Total
Common Paid-In Accumulated Stockholders'
Stock Capital Deficit Equity
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 $ 24 $ 48,869 $ (30,788) $ 18,105
Stock based employee compensation -- 116 -- 116
Private placement 4 9,689 -- 9,693
Fees incurred for private placement -- (326) -- (326)
Common stock subscriptions 1 1,181 -- 1,182
Exercise of options and warrants 1 480 -- 481
Net income -- -- 1,666 1,666
------------ ------------ ------------ ------------
Balance, June 30, 2000 $ 30 $ 60,009 $ (29,122) $ 30,917
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
PETROQUEST ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
The consolidated financial information for the three and six-month periods ended
June 30, 2000 and 1999, respectively, has been prepared by the Company and was
not audited by its independent public accountants. In the opinion of management,
all adjustments have been made to present fairly the financial position, results
of operations, and cash flows of the Company at June 30, 2000 and for all
reported periods. Results of operations for the interim periods presented are
not necessarily indicative of the operating results for the full year or any
future periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted. These consolidated
financial statements should be read in conjunction with the financial statements
and related notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
Unless the context otherwise indicates, any references in this Quarterly Report
on Form 10-Q to the "Company" refer to PetroQuest Energy, Inc. and its
consolidated subsidiaries, PetroQuest Energy, Inc. (Louisiana) and PetroQuest
Energy One, L.L.C.
Certain reclassifications of prior year amounts have been made to conform with
the current year presentation.
NOTE 2 EARNINGS PER SHARE
Basic earnings per common share was computed based on the weighted average
number of common shares issued and outstanding during the relevant periods.
Diluted earnings per common share was computed based on the weighted average
number of common shares issued and outstanding plus all potentially dilutive
common shares that would have been outstanding in the relevant periods assuming
the issuance of common shares for stock options and warrants through the
application of the treasury stock method. There were no antidilutive shares for
the three and six-month period ended June 30, 2000. The assumed conversion of
certain stock options and warrants into 1,002,300 shares of the Company's common
stock were excluded from the computation of diluted earnings per share for the
three and six-month periods ended June 30, 1999 as the effect was antidilutive.
NOTE 3 LONG-TERM DEBT
The Company's borrowing base under the reducing revolving line of credit at June
30, 2000 was $3,550,000 and reduces $225,000 per month on the first day of each
month thereafter. At June 30, 2000, $3,100,000 was outstanding under this
facility. The next borrowing base redetermination is scheduled for August 2000.
Interest under the loan is payable monthly at prime plus 1/2% (10% at June 30,
2000). Amounts outstanding under this line of credit were paid in July with
proceeds received from the private placement (discussed below).
On April 21, 1999, the Company entered into a loan agreement for non-recourse
financing to fund completion, flow line and facility costs of its High Island
Block 494 property. The property is security for the loan. Interest is payable
at 12% and the lender receives a 2 1/2% overriding royalty interest in the
property. For the first three production months, all of the net cash flow from
the property was dedicated to payment of principal and interest on the loan.
Subsequently, 85% of the net cash flow from the property (assuming production
levels of 12.5 MMcf/day) is dedicated to debt service. The well began producing
during the first part of July 1999. $1,763,000 remains outstanding under this
loan at June 30, 2000.
7
<PAGE> 8
NOTE 4 PRIVATE PLACEMENTS
The Company filed a Form 8-K on July 21, 2000, reporting the funding of a
private placement of 4.89 million shares of common stock at a purchase price of
$2.50 per share for a total consideration of $12,225,000 before fees and
expenses. The Company received proceeds of $10,000,000 before fees and expenses
by June 30, 2000 and recorded an additional $1,182,250 of common stock
subscriptions receivables in the accompanying balance sheet. These subscriptions
were paid on July 20, 2000. The proceeds from the private placement will be used
to build and install production facilities, and for development drilling and
completion activities.
The Company agreed to file a registration statement covering the resale of the
Company's common stock issued in the private placement within 30 days after the
closing of the transaction. Such filing occurred on July 28, 2000. The
securities offered pursuant to the private placement were not registered under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
NOTE 5 NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Statement establishes accounting and
reporting standards that require every derivative instrument (including certain
derivative instruments embedded in other contracts) to be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 is effective for the Company on January 1, 2001.
Because the Company does not currently use derivative instruments, the adoption
of SFAS No. 133 will not impact the Company's financial statements.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
PetroQuest Energy, Inc. is an independent oil and gas company engaged in the
acquisition, exploration, development and operation of oil and gas properties
onshore and offshore in the Gulf Coast Region. The Company and its predecessors
have been active in this area since 1986, which gives the Company extensive
geophysical, technical and operational expertise in this area.
The Company's business strategy is to increase production, cash flow and
reserves through exploration, development and acquisition of properties located
in the Gulf Coast Region. At June 30, 2000, the Company operated 74% of all
wells in which it participated. For the six months ended June 30, 2000,
approximately 20% of the Company's equivalent production is oil and 80% is gas.
Before year-end, the Company plans to drill six new wells, two of which are
offshore.
8
<PAGE> 9
RESULTS OF OPERATIONS
The following table sets forth certain operating information with respect to the
oil and gas operations of the Company for the three and six-month periods ended
June 30, 2000 and 1999.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Production:
Oil (Bbls) 34,112 19,629 68,341 42,394
Gas (Mcf) 829,085 560,209 1,660,105 1,070,304
Total production (Mcfe) 1,033,757 677,983 2,070,151 1,324,668
Revenues:
Total oil sales $ 887,807 $ 322,211 $1,826,930 $ 560,188
Total gas sales 2,915,637 1,190,820 5,075,255 2,150,274
Average Sales Prices:
Oil (per Bbl) $ 26.03 $ 16.42 $ 26.73 $ 13.21
Gas (per Mcf) 3.52 2.13 3.06 2.01
Per Mcfe 3.68 2.23 3.33 2.05
</TABLE>
The net income (loss) totaled $1,036,000 and $(795,000) for the quarters ended
June 30, 2000 and 1999, respectively. Net income for the six months ended June
30, 2000 was $1,666,000 as compared to net loss of $(1,258,000) for the first
six months of 1999. The positive results are due to the following components:
PRODUCTION. Oil produced in 2000 increased 74% and 61% over the second quarter
and six months ended 1999, respectively. Natural gas produced in 2000 increased
48% and 55% over the second quarter and six months ended 1999, respectively. On
a Mcfe basis, 2000 production for the second quarter and six months increased
52% and 56%, respectively, over 1999.
The increase in 2000 production volumes, as compared to 1999, was due primarily
to three new wells that were not producing in 1999. CL&F#13 and CL&F#14 at
Turtle Bayou and Valentine Sugars #1 came on-line in October 1999, December
1999, and May 2000, respectively. Oil production in the first half of 2000 was
also boosted by the Company's Bully Camp Field, which was shut-in the first half
of 1999 due to low product prices.
PRICES. Average oil prices for the second quarter and six months ended June 30,
2000 were $26.03 and $26.73, respectively, as compared to $16.42 and $13.21 for
the same periods in 1999. Average gas prices were $3.52 and $3.06 for the second
quarter and six months ended 2000, respectively, as compared to $2.13 and $2.01
for the same periods in 1999. Stated on a Mcfe basis, unit prices received
during the second quarter and the first six months of 2000 were 65% and 62%
higher, respectively, than the prices received during the comparable 1999
period.
REVENUE. Oil and gas sales during the second quarter of 2000 increased 150% to
$3,803,000, as compared to second quarter 1999 revenues of $1,513,000. For the
first six months of 2000, oil and gas sales increased 155% to $6,902,000,
compared to oil and gas revenues of $2,710,000 during the 1999 period. The
strong rise in product prices coupled with the growth in production volumes
resulted in significant increases in revenue.
EXPENSES. Lease operating expenses for the second quarter of 2000 increased to
$694,000 from $567,000 during the second quarter of 1999. Lease operating
expenses for the six months ended June 30, 2000 increased to $1,297,000 from
$975,000 during the six months ended June 30, 1999. The rise in lease operating
expenses for 2000 is primarily due to the three new wells that began operating
after June 30, 1999, and workovers in the Valentine and Deer Island Fields. On a
Mcfe basis, lease operating expenses for the second quarter decreased from $0.84
per Mcfe in 1999 to $0.67 in 2000 and from $0.74 per Mcfe in 1999 to $0.62 in
2000 for the first six months due to increased production volumes with nominal
increases in operating costs.
9
<PAGE> 10
General and administrative expenses during the second quarter of 2000 totaled
$739,000 as compared to expenses of $428,000 during the 1999 quarter. For the
six months ended June 30, 2000 general and administrative expenses were
$1,341,000 compared to $711,000 in 1999. The increases in overhead expenses are
primarily due to a 25% increase in personnel due to increased activity in 2000.
In addition, the Company expensed $240,000 for fees and expenses related to a
mezzanine debt financing, which was not completed in favor of the Company's
successfully completed private placement.
Depreciation, depletion and amortization ("DD&A") expense for the six months
ended June 30, 2000 increased 17% from the 1999 period. The rise in DD&A is due
to bringing the three new wells on-line. On a Mcfe basis, which reflects the
changes in production, the DD&A rate for the first six months of 2000 was $1.13
per Mcfe compared to $1.52 per Mcfe for the same period in 1999. For the second
quarter of 2000, DD&A per Mcfe was $1.16 compared to $1.66 for the comparable
period in 1999. The reduction in per unit of DD&A is due to reserve additions at
Valentine and Turtle Bayou Fields and Vermilion Block 376.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL AND CASH FLOW. For the first six months of 2000, working capital
(before considering the current portion of debt) increased from $1.6 million in
1999 to $4.1 million in 2000. The increase in working capital is primarily the
result of improved operating results and the private placement of common stock
partially offset by expenditures for exploration and development.
The Company's borrowing base under the reducing revolving line of credit at June
30, 2000 was $3,550,000 and reduces $225,000 per month on the first day of each
month. At June 30, 2000, $3,100,000 was outstanding under this facility. The
next borrowing base redetermination is scheduled for August 2000. Interest under
the loan is payable monthly at prime plus 1/2% (10% at June 30, 2000). Amounts
outstanding under this line of credit were paid in July with proceeds received
from the private placement.
On April 21, 1999, the Company entered into a loan agreement for non-recourse
financing to fund completion, flow line and facility costs of its High Island
Block 494 property. The property is security for the loan. Interest is payable
at 12% and the lender receives a 2 1/2% overriding royalty interest in the
property. For the first three production months, all of the net cash flow from
the property was dedicated to payment of principal and interest on the loan.
Subsequently, 85% of the net cash flow from the property (assuming production
levels of 12.5 MMcf/day) is dedicated to debt service. The well began producing
during the first part of July 1999. $1,763,000 remains outstanding under this
loan at June 30, 2000.
Net cash flow from operations before working capital changes increased from
$754,000 in 1999 to $4,128,000 in 2000. This is the result of increased
production due to the Company's successful drilling program and higher product
prices.
The Company filed a Form 8-K on July 21, 2000, reporting funding of a private
placement of 4.89 million shares of common stock at a purchase price of $2.50
per share for a total consideration of $12,225,000 before fees and expenses. The
Company received proceeds of $10,000,000 before fees and expenses by June 30,
2000 and recorded an additional $1,182,250 of common stock subscription
receivables in the accompanying balance sheet. These subscriptions were paid on
July 20, 2000. The proceeds from the private placement will be used to build and
install production facilities, and for development drilling and completion
activities.
Management believes the funds received from the private placement, cash flows
from operations and additional borrowing capacity will be sufficient in the near
term to fund exploration and development activities. In the future, our
exploration activities could require additional financings, which may include
sales of additional equity or debt securities, additional bank borrowings or
joint venture arrangements with industry partners. There can be no assurances
that such additional financings will be available on acceptable terms, if at
all. If the Company is unable to obtain additional financing, it could be forced
to delay or even abandon some of its exploration and development opportunities.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All statements other than statements of historical facts
included in and incorporated by reference into this Form 10Q are forward-looking
statements. These forward-looking statements include, without limitation,
statements regarding the Company's estimate of the sufficiency of its existing
capital resources and its ability to raise additional capital to fund
10
<PAGE> 11
cash requirements for future operations, and regarding the uncertainties
involved in estimating quantities of proved oil and natural gas reserves and in
projecting future rates or production and timing of development expenditures.
Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, it cannot give any assurance that
such expectation reflected in these forward-looking statements will prove to
have been correct.
When used in the Form 10-Q, the words, "expect," "anticipate," "intend," "plan,"
"believe," "seek," "estimate" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. Because these forward-looking statements involve risks
and uncertainties, actual results could differ materially from those expressed
or implied by these forward-looking statements for a number of important
reasons, including those discussed under "Management's Discussions and Analysis
of Financial Condition and Results of Operations", and elsewhere in this Form
10-Q.
Item 3. DISCLOSURE ABOUT MARKET RISKS
The Company's indebtedness under its line of credit is variable rate financing.
The Company believes that its exposure to market risk relating to interest rate
changes is limited due to the relatively low level of debt outstanding at June
30, 2000. The Company believes that its business operations are not exposed to
market risks relating to foreign currency exchange risk.
Price Risk
The Company's revenues are derived from the sale of its crude oil and natural
gas production. Based on projected annual sales volumes for the remaining six
months of 2000, a 10% decline in the prices the Company receives for its crude
oil and natural gas production would have an approximate $875,000 impact on the
Company's revenues.
PART II
Item 1. LEGAL PROCEEDINGS
NONE
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company filed a Form 8-K on July 21, 2000, reporting funding of a private
placement of 4.89 million shares of common stock at a purchase price of $2.50
per share for a total consideration of $12,225,000 before fees and expenses. The
Company received proceeds of $10,000,000 before fees and expenses by June 30,
2000 and recorded an additional $1,182,250 of common stock subscription
receivables in the accompanying balance sheet. These subscriptions were paid on
July 20, 2000. The proceeds from the private placement will be used to build and
install production facilities, and for development drilling and completion
activities.
Item 3. DEFAULTS UPON SENIOR SECURITIES
NONE
11
<PAGE> 12
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 23, 2000, an annual meeting of the stockholders of the Company was held.
The holders of 18,985,920 shares of common stock were present in person or
represented by proxy at the meeting. At the meeting, the stockholders took the
following actions:
(a) Election of Directors
The stockholders elected the following persons to serve as directors of
the Company until the next annual meeting of stockholders, or until
their successors are duly elected and qualified:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NAME VOTES FOR VOTES WITHHELD
---- --------- --------------
<S> <C> <C>
Charles T. Goodson 18,910,072 75,848
Alfred J. Thomas, II 18,718,959 266,961
Ralph J. Daigle 18,718,959 266,961
Robert R. Brooksher 18,898,872 87,048
Daniel G. Fournerat 18,719,059 265,961
William W. Rucks, IV 18,718,959 266,961
Jay B. Langner 18,718,945 266,975
Francisco A. Garcia 18,718,924 266,996
E. Wayne Nordberg 18,718,959 266,961
</TABLE>
(b) Amendment of the 1998 Stock Incentive Plan
The Stockholders voted to increase the number of shares of common stock
reserved under the 1998 Stock Incentive Plan by 600,000 to an aggregate
of 2,400,000 as follows:
<TABLE>
<CAPTION>
Number of Votes For Number of Votes Against Number of Votes Withheld
------------------- ----------------------- ------------------------
<S> <C> <C>
16,794,670 2,156,901 14,902
</TABLE>
Item 5. OTHER INFORMATION
NONE.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Employment Agreement dated May 8, 2000 between
PetroQuest Energy, Inc. and Michael O. Aldridge.
10.2 Termination Agreement dated May 8, 2000 between
PetroQuest Energy, Inc. and Michael O. Aldridge.
10.3 Indemnification Agreement dated August 11, 2000
between PetroQuest Energy, Inc. and Michael O.
Aldridge.
27.1 Financial data schedule
12
<PAGE> 13
(b) Reports on Form 8-K:
The Company filed an amended Form 8-K on April 5, 2000
regarding the initial funding of a private placement of 5
million units in August 1999.
The Company filed a Form 8-K on July 21, 2000, reporting that
funding of a private placement of 4.89 million shares of
common stock at a purchase price of $2.50 per share for a
total consideration of $12,225,000 before fees and expenses
occurred.
SIGNATURE
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.
PETROQUEST ENERGY, INC.
Date: August 11, 2000 By: /s/ Michael O. Aldridge
------------------------
Michael O. Aldridge
Chief Financial Officer and Secretary
(Authorized Officer and Principal
Financial and Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.1 Employment Agreement dated May 8, 2000 between
PetroQuest Energy, Inc. and Michael O. Aldridge.
10.2 Termination Agreement dated May 8, 2000 between
PetroQuest Energy, Inc. and Michael O. Aldridge.
10.3 Indemnification Agreement dated August 11, 2000
between PetroQuest Energy, Inc. and Michael O.
Aldridge.
27.1 Financial data schedule
</TABLE>
