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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q/A
(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, 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
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PETROQUEST ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 98-0115468
(State of Incorporation) (I.R.S. Employer Identification No.)
400 E. KALISTE SALOOM RD., 70508
SUITE 3000 LAFAYETTE, LOUISIANA
(Address of principal executive offices) (Zip code)
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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
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As of May 9, 2000 there were 24,089,222 shares of the Registrant's
Common Stock, par value $.001 per share, outstanding.
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PETROQUEST ENERGY, INC.
Consolidated Balance Sheets
(amounts in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,713 $ 3,006
Oil and Gas Revenues Receivable 2,049 2,337
Joint Interest Billing Receivable 1,349 2,190
Other Current Assets 253 235
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Total Current Assets 5,364 7,768
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Oil and Gas Properties
Oil and Gas Properties, Full Cost Method 53,137 51,149
Unevaluated Oil and Gas Properties 6,001 5,753
Accumulated Depreciation,
Depletion and Amortization (36,512) (35,412)
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Oil and Gas Properties, Net 22,626 21,490
Plugging and Abandonment Escrow 315 255
Other Assets 423 388
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$ 28,728 $ 29,901
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable & Accrued Liabilities $ 4,124 $ 3,215
Advances from Co-Owners -- 3,157
Current Portion of Long-Term Debt 1,851 1,942
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Total Current Liabilities 5,975 8,314
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Commitments and Contingencies -- --
Long-term Debt 3,346 2,927
Other Liabilities 555 555
Stockholders' Equity
Common Stock 24 24
Paid-in Capital 48,987 48,869
Accumulated Deficit (30,159) (30,788)
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Total Stockholders' Equity 18,852 18,105
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$ 28,728 $ 29,901
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</TABLE>
The accompanying notes are an integral part of these statements.
3
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PETROQUEST ENERGY, INC.
Consolidated Statements of Operations
(Unaudited)
(amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Month Ended
March 31,
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2000 1999
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<S> <C> <C>
Revenues:
Oil and Gas Sales $ 3,099 $ 1,217
Interest Income 52 20
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$ 3,151 1,237
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Expenses:
Lease Operating Expenses 603 408
Production Taxes 173 64
Depreciation, Depletion and Amortization 1,100 886
General and Administrative 646 283
Interest Expense -- 69
Other Income -- (10)
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2,522 1,770
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Net Income (Loss) Before Income Taxes 629 (463)
=========== ===========
Income Tax Provision (Benefit) -- --
Net Income (Loss) $ 629 $ (463)
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Net Income (Loss) Per Common Share
Basic $ 0.03 $ (0.02)
=========== ===========
Diluted $ 0.02 $ (0.02)
=========== ===========
Average Shares Outstanding 24,048 18,537
=========== ===========
Average Shares Outstanding Assuming Dilution 25,541 18,537
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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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>
December 31, 1999 $ 24 $ 48,869 $ (30,788) $ 18,105
Stock Based Employee Compensation
(81,000 Shares) -- 56 -- 56
Option Exercises -- 116 -- 116
Costs Associated With Sale of Common
Stocks and Warrants -- (54) -- (54)
Net Income -- -- 629 629
----------- ----------- ----------- -----------
March 31, 2000 $ 24 $ 48,987 $ (30,159) $ 18,852
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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PETROQUEST ENERGY, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
2000 1999
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<S> <C> <C>
Cash Flows from Operating Activities:
Net (loss) $ 629 $ (463)
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Depreciation, Depletion and Amortization 1,100 886
Non-Cash Employee Compensation Expense 56 --
Changes in Working Capital Accounts:
Accounts Receivable 288 (1,702)
Advances from Co-owners (3,157) --
Other Current Assets (18) 99
Joint Interest Billing Receivable 841 --
Accounts Payable & Accrued Liabilities 909 2,950
Plugging and Abandonment Escrow (60) 127
Other (35) (191)
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Net Cash Provided by (Used in) Operating Activities 553 (1,706)
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Cash Flows from Investing Activities:
Investment in Oil and Gas Properties (2,236) (2,743)
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Net Cash (Used in) Investing Activities (2,236) (2,743)
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Cash Flows From Financing Activities:
Costs Associated With Sale of Common
Stock and Warrants (54) --
Option Exercises 116 --
Proceeds from Borrowings 3,100 2,004
Repayment of Debt (2,772) (600)
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Net Cash Provided by Financing Activities 390 1,404
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Net Increase (Decrease) in Cash (1,293) 367
Cash Balance Beginning of Period 3,006 1,081
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Cash Balance End of Period $ 1,713 $ 1,448
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period For:
Interest $ 77 $ 69
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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PETROQUEST ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - INTERIM FINANCIAL STATEMENTS -
The consolidated financial statements of PetroQuest Energy, Inc. (the
"Company") at March 31, 2000 and for the three-month period then ended are
unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial position and operating results for the interim
period. The financial statements reflect the results of the Company and its
predecessor entity, Optima Petroleum Corporation ("Optima"), for all periods
presented. The consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto, together with
management's discussion and analysis of financial condition and results of
operations, contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999. The results of operations for the three-month period
ended March 31, 2000 are not necessarily indicative of future financial
results. Certain prior period amounts have been reclassified to conform to
current period presentation.
NOTE 2 - EARNINGS PER SHARE -
Basic net income per share of common stock was calculated by dividing
net income applicable to common stock by the weighted-average number of common
shares outstanding during the periods. Diluted net income per share of common
stock was calculated by dividing net income applicable to common stock by the
weighted average number of common shares outstanding during the period plus the
weighted average number of dilutive stock options and warrants granted to
outside directors and certain employees which totaled approximately 1,493,088
shares in the first quarter of 2000. No options or warrants were excluded from
the computation of dilutive earnings per share for the first quarter of 2000
because they were antidilutive. For the three-month period of 1999, all options
were excluded from the computation of diluted loss per share because they were
diluted. The contingent stock rights assigned in connection with the merger are
excluded from the calculation of diluted earnings per share.
NOTE 3 - LONG-TERM DEBT -
The Company's borrowing base is currently $4,000,000. It reduces
$225,000 per month beginning May 1, 2000. At March 31, 2000, $3,100,000 was
outstanding under this facility. The next redetermination is scheduled for
August 1, 2000. Interest under the loan is payable monthly at prime plus 1/2%
(9-1/2 at March 31, 2000).
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 cash flow
from the property was dedicated to payment of principal and interest on the
loan. Subsequently, 85% of the cash flow from the property (assuming certain
production levels) was dedicated to debt service. At March 31, 2000,
approximately $2,100,000 was unpaid on this loan.
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NOTE 4 - 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. The
statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
SFAS No. 133 is effective for fiscal years beginning after June 15,
2000. Because the Company does not currently use derivative instruments, the
adoption of SFAS No. 133 will not impact the Company's financial statements.
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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: May 15, 2000 By: /s/ Robert R. Brooksher
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Robert R. Brooksher
Chief Financial Officer and
Secretary (Authorized Officer and
Principal Financial Officer)
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