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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
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Commission File Number 0-20872
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0518430
(State or other Jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
(303) 861-8140
(Registrant's telephone number, including area code)
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 [ ]
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of the latest practicable date.
As of August 8, 2000 the registrant had 13,939,778 shares of Common Stock, $.01
par value, outstanding.
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<PAGE>
ST. MARY LAND & EXPLORATION COMPANY
INDEX
Part I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Consolidated Balance
Sheets - June 30, 2000 and
December 31, 1999............................................3
Consolidated Statements of
Operations - Three Months Ended
June 30, 2000 and 1999: Six Months
Ended June 30, 2000 and 1999.................................4
Consolidated Statements of
Cash Flows - Six Months Ended
June 30, 2000 and 1999.......................................5
Notes to Consolidated Financial
Statements - June 30, 2000...................................7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations................................................9
Item 3. Quantitative and Qualitative Disclosures
About Market Risk (Included with the
content of Item 2.)
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.........20
Item 6. Exhibits and Reports on Form 8-K............................20
Exhibits
10.1 Second Amendment to Credit Agreement dated June 27, 2000
27.1 Financial Data Schedule
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ST. MARY LAND & EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
------------ ------------
2000 1999
------------ ------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,867 $ 14,195
Accounts receivable 46,771 22,971
Prepaid expenses and other 1,952 2,173
Refundable income taxes - 26
Deferred income taxes 163 90
------------ ------------
Total current assets 51,753 39,455
------------ ------------
Property and equipment (successful efforts method), at cost:
Proved oil and gas properties 319,017 292,323
Less accumulated depletion, depreciation, amortization and impairment (157,776) (142,680)
Unproved oil and gas properties, net of impairment
allowance of $8,168 in 2000 and $8,984 in 1999 32,263 28,556
Other property and equipment, net of accumulated depreciation of $3,225
in 2000 and $3,033 in 1999 2,550 2,465
------------ ------------
Total property and equipment 196,054 180,664
------------ ------------
Other assets:
Khanty Mansiysk Oil Corporation receivable and stock 5,110 5,110
Summo Minerals Corporation investment and receivable 1,800 1,655
Other assets 2,597 3,554
------------ ------------
Total other assets 9,507 10,319
------------ ------------
Total Assets $ 257,314 $ 230,438
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 20,544 $ 25,743
Current portion of stock appreciation rights 460 272
------------ ------------
Total current liabilities 21,004 26,015
------------ ------------
Long-term liabilities:
Long-term debt 13,850 13,000
Deferred income taxes 7,199 501
Stock appreciation rights - 455
Other noncurrent liabilities 931 1,380
------------ ------------
Total long-term liabilities 21,980 15,336
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Commitments and contingencies
------------ ------------
Minority interest 371 315
------------ ------------
Stockholders' equity:
Common stock, $.01 par value: authorized - 50,000,000 shares:
issued and outstanding - 14,126,000 shares in 2000 and
13,946,955 shares in 1999 141 139
Additional paid-in capital 128,448 124,114
Treasury stock - at cost: 197,800 shares in 2000 and 182,800
shares in 1999 (3,339) (2,995)
Retained earnings 88,337 67,230
Unrealized gain on marketable equity securities-available for sale 372 284
------------ ------------
Total stockholders' equity 213,959 188,772
------------ ------------
Total Liabilities and Stockholders' Equity $ 257,314 $ 230,438
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-3-
<PAGE>
ST. MARY LAND & EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------- --------------------------
2000 1999 2000 1999
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenues:
Oil and gas production $ 43,339 $ 15,809 $ 80,008 $ 29,578
Gain (loss) on sale of proved properties 2,293 (81) 2,332 114
Other oil and gas revenue 594 100 874 251
Other revenues 115 77 195 72
----------- ----------- ----------- -----------
Total operating revenues 46,341 15,905 83,409 30,015
----------- ----------- ----------- -----------
Operating expenses:
Oil and gas production 8,141 3,960 16,224 7,954
Depletion, depreciation and amortization 8,321 5,281 17,178 10,683
Impairment of proved properties 863 247 1,950 247
Exploration 1,658 1,203 4,403 2,942
Abandonment and impairment of unproved properties 609 336 1,289 800
General and administrative 2,331 2,030 5,095 3,638
Loss in equity investees - 13 - 58
Minority interest and other 592 213 1,234 338
----------- ----------- ----------- -----------
Total operating expenses 22,515 13,283 47,373 26,660
----------- ----------- ----------- -----------
Income from operations 23,826 2,622 36,036 3,355
Nonoperating income and (expense):
Interest income 177 542 403 638
Interest expense (37) (275) (123) (516)
----------- ----------- ----------- -----------
Income before income taxes 23,966 2,889 36,316 3,477
Income tax expense 9,369 982 13,833 1,161
----------- ----------- ----------- -----------
Net income $ 14,597 $ 1,907 $ 22,483 $ 2,316
=========== =========== =========== ===========
Basic net income per common share $ 1.06 $ 0.17 $ 1.63 $ 0.21
=========== =========== =========== ===========
Diluted net income per common share $ 1.04 $ 0.17 $ 1.61 $ 0.21
=========== =========== =========== ===========
Basic weighted average common shares outstanding 13,811 10,913 13,786 10,879
=========== =========== =========== ===========
Diluted weighted average common shares outstanding 14,085 10,934 13,992 10,892
=========== =========== =========== ===========
Cash dividend declared per share $ 0.05 $ 0.05 $ 0.10 $ 0.10
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-4-
<PAGE>
ST. MARY LAND & EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
------------------------------
2000 1999
------------- ------------
Reconciliation of net income to net cash provided by operating activities:
<S> <C> <C>
Net income $ 22,483 $ 2,316
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of proved properties (2,332) (114)
Depletion, depreciation and amortization 17,178 10,683
Impairment of proved properties 1,950 247
Exploration 782 (119)
Abandonment and impairment of unproved properties 1,289 800
Loss in equity investees - 58
Deferred income taxes 6,698 760
Minority interest and other 148 (567)
------------- ------------
48,196 14,064
Changes in current assets and liabilities:
Accounts receivable (23,858) 5,947
Prepaid expenses and other 238 2,507
Accounts payable and accrued expenses (2,219) (2,171)
Stock appreciation rights 188 (86)
------------- ------------
Net cash provided by operating activities 22,545 20,261
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Cash flows from investing activities:
Proceeds from sale of oil and gas properties 1,660 713
Capital expenditures (28,572) (20,478)
Acquisition of oil and gas properties (10,387) (1,869)
Investment in and loans to Summo Minerals Corporation - (220)
Collections on loan to Summo Minerals Corporation - 2,096
Receipts from restricted cash - 720
Investment in Nance Petroleum Corporation - 684
Other 956 (352)
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Net cash used in investing activities (36,343) (18,706)
------------- ------------
Cash flows from financing activities:
Proceeds from long-term debt 18,000 7,550
Repayment of long-term debt (17,150) (10,250)
Proceeds from sale of common stock 3,340 177
Repurchase of common stock (344) (525)
Dividends paid (1,376) (1,084)
------------- ------------
Net cash provided by (used in) financing activities 2,470 (4,132)
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Net decrease in cash and cash equivalents (11,328) (2,577)
Cash and cash equivalents at beginning of period 14,195 7,821
------------- ------------
Cash and cash equivalents at end of period $ 2,867 $ 5,244
============= ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-5-
<PAGE>
ST. MARY LAND & EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Continued)
Supplemental schedule of additional cash flow information and noncash
investing and financing activities:
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
------------------------
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
Cash paid for interest $ 503 $ 558
Cash paid for income taxes 2,120 188
Cash paid for exploration expenses 4,346 2,596
</TABLE>
In January 1999 the Company issued 3,600 shares of common stock to its directors
and recorded compensation expense of $54,612.
In January 1999 the Company issued 8,820 shares of common stock under the
employee stock purchase plan.
In June 1999, the Company acquired Nance Petroleum Corporation and Quanterra
Alpha Limited Partnership for 259,494 shares of the Company's common stock
valued at $3,091,000 together with the assumption of $3,189,000 of Nance
Petroleum Corporation debt. The acquisition was accounted for as a purchase.
Following is a table of the noncash items acquired in the 1999 purchase of Nance
Petroleum Corporation:
Accounts receivable & other assets $ 789
Property equipment 6,365
Accounts payable (642)
Deferred income taxes (667)
Long-term debt (3,389)
In January 2000 the Company issued 4,200 shares of common stock to its directors
and recorded compensation expense of $88,368.
In January 2000 the Company issued 8,021 shares of common stock under the
employee stock purchase plan.
In June 2000 the Company received equipment valued at $1,201,000 as partial
proceeds for property sold.
The accompanying notes are an integral part
of these consolidated financial statements.
-6-
<PAGE>
ST. MARY LAND & EXPLORATION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2000
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. They do not include all information and notes
required by generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
change in the information disclosed in the notes to consolidated financial
statements included in the Annual Report on Form 10-K of St. Mary Land &
Exploration Company and Subsidiaries ("St. Mary" or the "Company") for the year
ended December 31, 1999. In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the periods presented are
not necessarily indicative of the results that may be expected for the full
year.
The accounting policies followed by the Company are set forth in Note 1 to
the Company's financial statements in Form 10-K for the year ended December 31,
1999. It is suggested that these unaudited condensed consolidated financial
statements be read in conjunction with the financial statements and notes
included in the Form 10-K.
Note 2 - Investments
The Company accounts for its investment in Summo Minerals Corporation
("Summo") under the cost method of accounting. St. Mary's ownership percentage
was 15% as of June 30, 2000. In July 2000 Summo issued 610,100 shares of its
common stock as payment of interest on the Company's note receivable from Summo.
Due to this receipt of these shares, the Company's ownership percentage
increased to 15.5%.
In February 2000 St. Mary exercised its option to convert its Khanty
Mansiysk Oil Corporation ("KMOC") production payment receivable into common
stock of KMOC. In July 2000 the Company finalized a negotiated value for the
receivable that equates to 21,583 shares of KMOC common stock under the terms of
the original agreement. Management believes that the current fair market value
of the stock is in excess of its carrying value.
Note 3 - Capital Stock
In August 1998, the Company's Board of Directors approved a stock
repurchase program whereby the Company may purchase from time to time, in open
market purchases or negotiated sales, up to one million shares of its common
stock. During the first quarter of 2000 the Company repurchased 15,000 shares of
its common stock under the program at a weighted average price of $22.99 per
share, bringing the total number of shares repurchased under the program to
197,800 at a weighted-average price of $16.89 per share. Additional purchases of
shares by the Company may occur as market conditions warrant. Such purchases
would be funded with internal cash flow and borrowings under the Company's
credit facility.
-7-
<PAGE>
Note 4 - Income Taxes
Federal income tax expense for the three-month and six-month periods ended
June 30, 2000 and 1999 differ from the amounts that would be provided by
applying the statutory U.S. Federal income tax rate to income before income
taxes primarily due to Section 29 credits, percentage depletion, the effect of
state income taxes, and the effect of a 1% Federal rate increase on the
Company's total temporary differences.
Note 5 - Long-term Debt
On June 27, 2000 the Company entered into an agreement to amend the current
long-term revolving credit agreement dated June 30, 1998, and amended in
December 1998. Under the second amendment the maximum loan amount was maintained
at $200.0 million, and the aggregate borrowing base was set at $140.0 million.
The lender may periodically re-determine the aggregate borrowing base depending
upon the value of the Company's oil and gas properties and other assets. At June
30, 2000 the accepted borrowing base was $40.0 million. The second amendment
extends the maturity date to December 31, 2006 and includes a revolving period
that matures June 30, 2003. The Company can elect to allocate up to 50% of
available borrowings to a short-term tranche that is due June 26, 2001. The
Company must comply with certain covenants including maintenance of
stockholders' equity at a specified level and limitations on additional
indebtedness. The interest rate schedule was also changed with the second
amendment. During the revolving period of the loan, loan balances accrue
interest at the Company's option of either (a) the higher of the Federal Funds
Rate plus 1/2% or the Prime Rate, or (b) LIBOR plus 3/4% when the Company's debt
to total capitalization is less than 30%, up to a maximum of either (a) the
higher of the Federal Funds Rate plus 3/4% or the Prime Rate plus 1/4%, or (b)
LIBOR plus 1-3/8% when the Company's debt to total capitalization is equal to or
greater than 50%. As of June 30, 2000 $13.85 million was outstanding under this
credit agreement, and the Company's debt to total capitalization as defined
under the agreement was 5.1%.
Note 6 - Financial Instruments
In June 2000 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities," as an amendment
to SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 138 amends and clarifies certain elements of SFAS No. 133, including
expansion of the normal purchases and normal sales exception. SFAS No. 138 does
not extend the implementation deadline of SFAS No. 133, which is for fiscal
years beginning after June 15, 2000. Management is currently reviewing the
effects these Statements will have on the financial statements in relation to
the Company's hedging activities and will implement SFAS No. 133 by January 1,
2001.
Note 7 - Subsequent Event
Subsequent to June 30, 2000, St. Mary's Board of Directors approved a
two-for-one stock split to be effected in the form of a stock dividend whereby
one additional common share of stock will be distributed for each common share
outstanding. The stock dividend will be distributed on or about September 5,
2000 to shareholders of record as of the close of business on August 21, 2000.
The per share information contained in the Company's condensed consolidated
financial statements as of June 30, 2000 and for the periods then ended does not
reflect this prospective stock split.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Quarterly Report on Form 10-Q includes certain statements that may be
deemed to be "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. All statements, other than statements of historical facts, included in
this Form 10-Q that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future, including such
matters as future capital, development and exploration expenditures (including
the amount and nature thereof), drilling of wells, reserve estimates (including
estimates of future net revenues associated with such reserves and the present
value of such future net revenues), future oil and gas production estimates,
repayment of debt, business strategies, expansion and growth of the Company's
operations and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions, expected future developments and other factors it believes are
appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, including such factors as uncertainties in
cash flow, expected acquisition benefits, the volatility and level of oil and
natural gas prices, production rates and reserve replacement, reserve estimates,
drilling and operating risks, competition, litigation, environmental matters,
the potential impact of government regulations, and other such matters, many of
which are beyond the control of the Company. Readers are cautioned that
forward-looking statements are not guarantees of future performance and that
actual results or developments may differ materially from those expressed or
implied in the forward-looking statements.
-9-
<PAGE>
Results of Operations
The results of operations for 2000 include two significant acquisitions
made during 1999. On June 1, 1999, the Company acquired Nance Petroleum
Corporation ("Nance") and Quanterra Alpha Limited Partnership and then acquired
various Williston Basin properties later in 1999. On December 17, 1999, the
Company acquired King Ranch Energy, Inc ("KRE"). After the acquisition, KRE's
name was changed to St. Mary Energy Company ("SMEC").
The following table sets forth selected operating data for the periods
indicated:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------------------- ----------------------------
2000 1999 2000 1999
------------- ----------- ------------- ------------
(In thousands, except MCFE data)
<S> <C> <C> <C> <C>
Oil and gas production
Revenues:
Gas production $ 30,569 $ 10,978 $ 54,282 $ 21,491
Oil production 12,770 4,831 25,726 8,087
------------- ----------- ------------- ------------
Total $ 43,339 $ 15,809 $ 80,008 $ 29,578
============= =========== ============= ============
Net production:
Oil (MBbls) 573 313 1,114 596
Gas (MMcf) 9,535 5,404 18,781 10,744
------------- ----------- ------------- ------------
MCFE 12,973 7,282 25,464 14,320
============= =========== ============= ============
Average sales price (1):
Oil (per Bbl) $ 22.29 $ 15.44 $ 23.10 $ 13.57
Gas (per Mcf) 3.21 2.03 2.89 2.00
Oil and gas production costs:
Lease operating expense $ 5,594 $ 2,878 $ 11,509 $ 5,975
Production taxes 2,547 1,082 4,715 1,979
------------- ----------- ------------- ------------
Total $ 8,141 $ 3,960 $ 16,224 $ 7,954
============= =========== ============= ============
Additional per MCFE data:
Sales price $ 3.34 $ 2.17 $ 3.14 $ 2.07
Lease operating expense .43 .39 .45 .42
Production taxes .20 .15 .19 .14
------------- ----------- ------------- ------------
Operating margin $ 2.71 $ 1.63 $ 2.50 $ 1.51
Depreciation, depletion and
amortization $ .64 $ .73 $ .67 $ .75
Impairment of proved
properties .07 .03 .08 .02
General and administrative .18 .28 .20 .25
<FN>
-------------------
(1) Includes the effects of the Company's hedging activities.
</FN>
</TABLE>
-10-
<PAGE>
Three-Month Comparison
Oil and Gas Production Revenues. St. Mary experienced another record
quarter for oil and gas production revenues as reflected by an increase of $27.5
million, or 174% to $43.3 million for the three months ended June 30, 2000
compared with $15.8 million for the same period in 1999. The increase was the
result of an oil production volume increase of 83%, a gas production increase of
76% and increases in the average price received for both oil and gas in the
second quarter of 2000 compared to 1999. The average realized oil price
increased 44% to $22.29 per Bbl, while the average realized gas price increased
58% to $3.21 per Mcf. Average net daily production increased to a new record of
142.6 MMCFE for the second quarter of 2000 compared with 80.0 MMCFE in the
second quarter of 1999. St Mary's acquisitions since June 1999 have added $23.6
million of revenue and average net daily production of 61.1 MMCFE to the second
quarter of 2000 as compared to 1999. A positive response to a waterflood at
Parkway Delaware Unit combined with a successful gas well completion in the
Permian Basin has added 4.7 MMCFE to average net daily production and $3.0
million of revenue from 1999 to 2000.
St. Mary hedged approximately 61% or 347.8 MBbls of its oil production for
the three months ended June 30, 2000 and realized a $3.2 million decrease in oil
revenue compared with a $175,000 decrease in 1999. Without these contracts the
Company would have received an average price of $27.83 per Bbl in the second
quarter of 2000 compared to $15.57 per Bbl in 1999. St. Mary also hedged 39% of
its 2000 second quarter gas production or 4.1 million MMBtu and realized a $3.2
million decrease in gas revenue compared with a $67,000 increase in gas revenue
in 1999. Without these contracts in place the Company would have received an
average price of $3.84 per Mcf for the three months ended June 30, 2000 compared
to $2.02 per Mcf for the same period in 1999.
Gain (loss) on sale of proved properties. Gain on sale of proved properties
increased $2.4 million to $2.3 million for the quarter ended June 30, 2000 from
a loss of $81,000 for the same period in 1999. In the second quarter of 2000 St.
Mary recognized a $1.8 million gain on the sale of the shallow production from
the HJSA top lease to the previous operator and recognized a $455,000 gain on
the sale of its share of the Rock Penn Unit in West Texas.
Oil and Gas Production Costs. Oil and gas production costs consist of lease
operating expense and production taxes. Total production costs increased $4.1
million or 106% to $8.1 million for the three months ended June 30, 2000 from
$4.0 million in 1999. Acquisitions since June 1999 have added $3.3 million of
production costs over the comparable 1999 second quarter. Production costs have
also increased by $489,000 in the Permian Basin as a result of waterflood
activities. Total oil and gas production costs per MCFE increased 17% to $.63
for the second quarter of 2000 compared with $.54 for the second quarter of
1999. An $0.11 increase is due to lease operating expenses and increased
production taxes on increased revenue in the higher-cost Williston Basin. A
$0.02 increase is due to increased production taxes based on increased prices
received for oil and gas in the Mid-Continent region. These increases were
partially offset by a $0.05 decrease caused by lower than average production
costs from the KRE acquisition properties.
Depreciation, Depletion, Amortization and Impairment. Depreciation,
depletion and amortization expense ("DD&A") increased $3.0 million or 58% to
$8.3 million for the three months ended June 30, 2000 from $5.3 million in 1999.
DD&A expense per MCFE decreased 12% to $.64 for this quarter compared with $.73
in 1999. The decrease is due to the acquisition of lower than average cost per
unit properties from the KRE and Nance acquisitions in the latter half of 1999,
the addition of lower cost reserves as a result of 1999 drilling activities and
the effect of producing property impairments the Company recognized in the
fourth quarter of 1999 and the first quarter of 2000.
-11-
<PAGE>
St. Mary reviews its producing properties for impairments when events or
changes in circumstances indicate that an impairment in value may have occurred.
The impairment test compares the expected undiscounted future net revenues on a
field-by-field basis with the related net capitalized costs at the end of each
period. When the net capitalized costs exceed the undiscounted future net
revenues, the cost of the property is written down to fair value, which is
determined using future net revenues for the producing property discounted at
15%. Future net revenues are estimated using escalated prices and include the
estimated effects of the Company's hedging contracts in place at December 31,
1999. The Company recorded an $863,000 impairment of proved oil and gas
properties in the second quarter of 2000 compared with $247,000 in 1999.
Impairments relate to marginal well adjustments of $314,000 from the Buffalo
Wallow prospect and $400,000 from the SW Weatherford prospect, both in Oklahoma.
Abandonment and impairment of unproved properties increased $273,000 or 81%
to $609,000 for the three months ended June 30, 2000 compared with $336,000 in
1999. This increase is due to additional abandonment of expired leases in 2000.
Exploration. Exploration expense increased $455,000 or 38% to $1.7 million
for the three months ended June 30, 2000 compared with $1.2 million in 1999. The
increase is a result of increased personnel costs associated with exploration
activity.
General and Administrative. General and administrative expenses increased
$301,000 or 15% to $2.3 million for the three months ended June 30, 2000
compared with $2.0 million in 1999. Increases in general and administrative
expenses resulting from the KRE and Nance acquisitions were partially offset by
a $1.3 million increase in COPAS overhead reimbursement from operations of the
KRE properties and assumption of Permian Basin operations.
Minority Interest and Other Operating Expenses. Minority interest and other
operating expense increased $379,000 to $592,000 from $213,000 in 1999. St. Mary
paid $289,000 in settlement of a lawsuit related to its Oklahoma operations and
incurred additional expense attributable to minority interest investments of
$81,000 in the second quarter of 2000.
Non-Operating Income and Expense. Net non-operating income decreased
$127,000 to $140,000 for the three months ended June 30, 2000 compared with
$267,000 in 1999. This decrease is due to the 1999 recognition of interest
income on the Company's loan to Summo offset by the difference in interest
expense capitalized in the second quarter of 2000 compared to 1999.
Income Taxes. Income tax expense totaled $9.4 million for the three months
ended June 30, 2000 and $982,000 in 1999, resulting in effective tax rates of
39.1% and 34.0%, respectively. The effective rate change reflects a diminished
effect from alternative fuel credits allowed under Internal Revenue Code Section
29 due to higher net income before tax, additional accrued state income taxes
from income generated by the properties acquired from KRE and an increase in
deferred federal income tax from a 1% rate increase to the highest Federal
marginal rate.
Net Income. Net income for the three months ended June 30, 2000 increased
$12.7 million or 666% to $14.6 million compared with $1.9 million in 1999. A 58%
increase in gas prices, a 44% increase in oil prices combined with an 83%
increase in oil production and a 76% increase in gas production resulted in a
record $27.5 million increase in oil and gas production revenue. A $2.4 million
increase in gain on the sale of proved properties contributed to the $30.0
million increase in total operating revenues. These increases were reduced by
corresponding increases in oil and gas production costs and DD&A as well as an
$8.4 million increase in income tax expense.
-12-
<PAGE>
Six-Month Comparison
Oil and Gas Production Revenues. St. Mary has experienced record growth in
oil and gas production revenues as reflected by an increase of $50.4 million, or
170% to $80.0 million for the six months ended June 30, 2000 compared with $29.6
million for the same period in 1999. The increase was a result of an oil
production volume increase of 87%, a gas production increase of 75% and
increases in the average price received for both oil and gas in 2000 compared to
1999. The average realized oil price increased 70% to $23.10 per Bbl, while the
average realized gas price increased 45% to $2.89 per Mcf. Average net daily
production increased to a six month record of 139.9 MMCFE for 2000 compared with
79.1 MMCFE in 1999. St Mary's acquisitions since June 1999 have added $40.6
million of revenue and average net daily production of 59.0 MMCFE current year
to date over 1999. A positive response to a waterflood at Parkway Delaware Unit
combined with a successful gas well completion in the Permian Basin has added
4.7 MMCFE to average net daily production and $4.2 million of revenue from 1999
to 2000.
St. Mary hedged approximately 59% or 657.9 MBbls of its oil production for
the six months ended June 30, 2000 and realized a $5.3 million decrease in oil
revenue compared with a $43,000 decrease in 1999. Without these contracts the
Company would have received an average price of $27.90 per Bbl in 2000 compared
to $15.64 per Bbl in 1999. St. Mary also hedged 39% of its 2000 gas production
or 4.1 million MMBtu and realized a $3.2 million decrease in gas revenue
compared with a $1.4 million increase in gas revenue in 1999. Without these
contracts in place the Company would have received an average price of $3.04 per
Mcf for the six months ended June 30, 2000 compared to $1.89 per Mcf for the
same period in 1999.
Gain (loss) on sale of proved properties. Gain on sale of proved properties
increased $2.2 million to $2.3 million for the six months ended June 30, 2000
from $114,000 for the same period in 1999. In 2000 St. Mary has recognized a
$1.8 million gain on the sale of its share of the shallow production from the
HJSA top lease to the previous operator and recognized a $455,000 gain on the
sale of its share of the Rock Penn Unit in West Texas.
Oil and Gas Production Costs. Total production costs increased $8.3 million
or 104% to $16.2 million for the six months ended June 30, 2000 from $8.0
million in 1999. Acquisitions since have added $7.0 million of production costs
over the comparable 1999 period. Production costs have also increased by
$889,000 in the Permian Basin as a result of waterflood activities. Total oil
and gas production costs per MCFE increased 14% to $.64 for 2000 compared with
$.56 for 1999. An $0.11 increase is due to lease operating expenses and
increased production taxes on increased revenue in the higher-cost Williston
Basin and was partially offset by a $0.04 decrease caused by lower than average
production costs from the KRE acquisition properties.
Depreciation, Depletion, Amortization and Impairment. Depreciation,
depletion and amortization expense ("DD&A") increased $6.5 million or 61% to
$17.2 million for the six months ended June 30, 2000 from $10.7 million in 1999.
DD&A expense per MCFE decreased 10% to $.67 for the six months ended June 30,
2000 compared with $.75 in 1999. The decrease is due to the acquisition of lower
than average cost per unit properties from the KRE and Nance acquisitions in the
latter half of 1999, the addition of lower cost reserves as a result of 1999
drilling activities and effect of producing property impairments the Company
recognized in the fourth quarter of 1999 and the first quarter of 2000.
-13-
<PAGE>
The Company recorded a $2.0 million impairment of proved oil and gas
properties for the first six months of 2000 compared with $247,000 in 1999.
Impairments in 2000 include a declining performance adjustment of $703,000 from
the West Cameron Block 39 prospect in the Gulf of Mexico. Marginal well
impairments include $220,000 from the Midland prospect in South Louisiana and
$478,000 from the Buffalo Wallow prospect and $400,000 from the SW Weatherford
prospect, both in Oklahoma.
Abandonment and impairment of unproved properties increased $489,000 or 61%
to $1.3 million for the six months ended June 30, 2000 compared with $800,000 in
1999. This increase is due to additional abandonment of expired leases in 2000.
Exploration. Exploration expense increased $1.5 million or 50% to $4.4
million for the six months ended June 30, 2000 compared with $2.9 million in
1999. St. Mary increased its spending on geological and geophysical expenses by
$255,000, incurred an additional $613,000 of dry hole expense related to its
unsuccessful 1999 test well drilled at South Horseshoe Bayou and increased
personnel expenses related to exploration activity.
General and Administrative. General and administrative expenses increased
$1.5 million or 40% to $5.1 million for the six months ended June 30, 2000
compared with $3.6 million in 1999. Increases in general and administrative
expenses resulting from the KRE and Nance acquisitions were partially offset by
a $2.1 million COPAS overhead reimbursement increase related to operations of
the KRE properties and assumption of Permian Basin operations.
Minority Interest and Other Operating Expenses. Minority interest and other
operating expense increased $896,000 to $1.2 million from $338,000 in 1999 due
to increased activity in St. Mary's litigation activities. The Company was
seeking to recover damages from the drilling contractor in connection with the
St. Mary Land and Exploration #1 well at South Horseshoe Bayou. St. Mary
recorded $414,000 in conjunction with a lawsuit related to its Oklahoma
operations and incurred an additional $211,000 of expense related to minority
interest investments through the six months ended June 30, 2000.
Non-Operating Income and Expense. Net non-operating income increased
$158,000 to $280,000 for the six months ended June 30, 2000 compared with
$122,000 in 1999. This increase is due to an increase in cash available for
investment and $323,000 of capitalized interest. These increases were offset by
the 1999 recognition of interest income on the Company's loan to Summo.
Income Taxes. Income tax expense totaled $13.8 million for the six months
ended June 30, 2000 and $1.2 million in 1999, resulting in effective tax rates
of 38.1% and 33.4%, respectively. The effective rate change reflects a
diminished effect from alternative fuel credits allowed under Internal Revenue
Code Section 29 due to higher net income before tax, additional accrued state
income taxes from income generated by the properties acquired from KRE and an
increase in deferred federal income tax from a 1% rate increase to the highest
Federal marginal rate.
Net Income. Net income for the six months ended June 30, 2000 increased
$20.2 million or 871% to $22.5 million compared with $2.3 million in 1999. A 45%
increase in gas prices, a 70% increase in oil prices combined with an 87%
increase in oil production and a 75% increase in gas production resulted in a
six month record $50.4 million increase in oil and gas production revenue. A
$2.2 million increase in gain on the sale of proved properties contributed to
the $53.4 million increase in total operating revenues. These increases were
reduced by corresponding increases in oil and gas production costs and DD&A as
well as a $1.7 million increase in impairment of proved properties, a $1.5
million increase in exploration expense, a $1.5 million increase in general and
administrative expense, an $896,000 increase in minority interest and other
operating expense and a $12.7 million increase in income tax expense.
-14-
<PAGE>
Liquidity and Capital Resources
St. Mary's primary sources of liquidity are the cash provided by operating
activities, debt financing, sales of non-strategic properties and access to the
capital markets. The Company's cash needs are for the acquisition, exploration
and development of oil and gas properties and for the payment of debt
obligations, trade payables and stockholder dividends. Exploration and
development programs are generally financed from internally generated cash flow,
bank debt and cash and cash equivalents on hand. The capital expenditure budget
is continually reviewed based on changes in cash flow and other factors.
Cash Flow. St. Mary's net cash provided by operating activities increased
$2.2 million or 11% to $22.5 million for the six months ended June 30, 2000
compared with $20.3 million in 1999. The net change was caused by a $16.2
million increase in total non-cash expenses for the six months ended June 30,
2000 when compared to 1999. The $20.2 million increase in net income was offset
by a $29.8 million decrease in the change in accounts receivable and a $2.2
million change in the adjustment for gain on sale of proved properties.
Exploratory dry hole costs are included in cash flows from investing
activities even though these costs are expensed as incurred. If exploratory dry
hole costs had been included in operating cash flows, the net cash provided by
operating activities would have been $21.7 million and $20.4 million in 2000 and
1999, respectively.
Net cash used in investing activities increased $19.0 million or 102% to
$37.7 million for the six months ended June 30, 2000 compared with $18.7 million
in 1999. This increase is due to capital expenditures and a net $3.5 million
change resulting from a combination of other activity and offset by cash
received from sales of property. Total capital expenditures, including
acquisitions of oil and gas properties, in the first half of 2000 increased
$16.7 million or 74% to $39.0 million compared with $22.3 million in the first
half of 1999.
If exploratory dry hole costs had been included in operating cash flows
rather than in investing cash flows, net cash used in investing activities would
have been $35.5 million and $18.8 million in 2000 and 1999, respectively.
Net cash provided by financing activities increased $6.6 million or 160% to
$2.5 million for the six months ended June 30, 2000 compared with net cash used
of $4.1 million in 1999. This increase is due to increased borrowing of $850,000
in 2000 compared to a $2.7 million debt decrease in 1999 and a net change in
proceeds from the sale of common stock through the Company's stock option and
employee stock purchase plans of $3.2 million.
The Company had $2.9 million in cash and cash equivalents and had working
capital of $30.7 million as of June 30, 2000 compared with $14.2 million in cash
and cash equivalents and working capital of $13.4 million as of December 31,
1999. The reduction in cash and cash equivalents reflects the large increase in
accounts receivable at June 30, 2000.
Credit Facility. On June 27, 2000, St. Mary entered into an agreement to
amend the existing long-term revolving credit agreement. The maximum loan amount
remains at $200.0 million. The lender may periodically re-determine the
aggregate borrowing base depending upon the value of the Company's oil and gas
properties and other assets. In March 2000 the borrowing base was increased $39
million by the lender to $140 million. The accepted borrowing base was $40
million at June 30, 2000. The credit agreement now has a maturity date of
December 31, 2006, and includes a revolving period that matures on June 30,
2003. St. Mary can elect to allocate up to 50% of available borrowings to a
short-term tranche due June 26, 2001. The Company must comply with certain
covenants including maintenance of stockholders' equity at a specified level and
limitations on additional indebtedness. As of June 30, 2000, and December 31,
1999,
-15-
<PAGE>
$13.9 million and $13.0 million, respectively, was outstanding under this credit
agreement. These outstanding balances accrue interest at rates determined by the
Company's debt to total capitalization ratio. During the revolving period of the
loan, loan balances accrue interest at the Company's option of either (a) the
higher of the Federal Funds Rate plus 1/2% or the prime rate, or (b) LIBOR plus
3/4% when the Company's debt to total capitalization is less than 30%, up to a
maximum of either (a) the higher of the Federal Funds Rate plus 3/4% or the
prime rate plus 1/4%, or (b) LIBOR plus 1-3/8% when the Company's debt to total
capitalization is equal to or greater than 50%. At June 30, 2000 St. Mary's debt
to total capitalization ratio as defined under the credit agreement was 5.1%.
Common Stock. St. Mary is authorized to issue up to 50,000,000 shares of
its common stock.
In August 1998 St. Mary's Board of Directors authorized a stock repurchase
program whereby the Company may purchase from time-to-time, in open market
transactions or negotiated sales, up to 1,000,000 of its common shares. Through
1999 the Company repurchased a total of 182,800 shares of its common stock under
the program for $3.0 million at a weighted-average price of $16.38 per share.
During the first quarter of 2000 St. Mary repurchased an additional 15,000
shares for a weighted average price of $22.99 per share. Management anticipates
that additional purchases of shares by the Company may occur as market
conditions warrant. Such purchases will be funded with internal cash flow and
borrowings under the Company's credit facility.
In July 2000 St. Mary's Board of Directors approved a two-for-one stock
split to be effected in the form of a stock dividend whereby one additional
share of St. Mary common stock will be issued for each common share outstanding
to shareholders of record as of the close of business August 21, 2000.
Management anticipates that the stock dividend will be distributed on or about
September 5, 2000. None of the per share references herein reflect this
prospective stock split.
Capital and Exploration Expenditures. St. Mary's expenditures for
exploration and development of oil and gas properties and acquisitions are the
primary use of its capital resources. Expenditures for the six months ended June
30, 2000 were $39.0 million and included $10.4 million for acquisitions. The
comparable amounts for 1999 were $22.3 million and $1.9 million, respectively.
The Company continuously evaluates opportunities in the marketplace for oil
and gas properties and, accordingly, may be a buyer or a seller of properties at
various times. St. Mary will continue to emphasize smaller niche acquisitions
utilizing the Company's technical expertise, financial flexibility and
structuring experience. In addition, the Company is also actively seeking larger
acquisitions of assets or companies that would afford opportunities to expand
the Company's existing core areas, to acquire additional geoscientists or to
gain a significant acreage and production foothold in a new basin within the
United States. The acquisition of KRE in 1999 is an example of this strategy.
In March 2000 St. Mary acquired an additional interest in the
Nearburg-Spearfish Unit located in the Williston Basin for an adjusted cash
purchase price of $880,000.
In May 2000 St. Mary acquired the Williston Basin assets of Tipperary
Corporation, a Denver-based operator, for approximately $7.3 million. The
Company also acquired additional properties in the Williston Basin for $1.7
million in July 2000.
In June 2000 St. Mary incurred an additional $1.3 million related to its
HJSA property located in West Texas and acquired an additional interest in the
East Cameron Block 56/57 offshore Gulf Coast property for $246,000.
-16-
<PAGE>
Outlook. St Mary believes that its existing capital resources, cash flows
from operations and available borrowings are sufficient to meet its anticipated
capital and operating requirements for the remainder of 2000.
The Company generally allocates approximately 85% of its capital budget to
low to moderate-risk exploration, development and niche acquisition programs in
its core operating areas. The remaining portion of the capital budget is
directed to higher-risk, large exploration ideas that have the potential to
increase reserves by 25% or more in any single year.
St. Mary anticipates incurring approximately $105.0 million for capital and
exploration expenditures in 2000 with $60.5 million allocated for ongoing
exploration and development in its core operating areas, $32.5 million for niche
acquisitions of producing properties and $12.0 for large-target, higher-risk
exploration and development.
Anticipated exploration and development expenditures for the year for each
of St. Mary's core areas include $22.0 million in the Mid-Continent region, $6.5
million in the Gulf Coast and Gulf of Mexico region, $10.0 million in the
ArkLaTex region, $2.0 million in the Williston Basin and $6.5 million allocated
within the Permian Basin and other.
The amount and allocation of future capital and exploration expenditures
will depend upon a number of factors including the number of available
acquisition opportunities, the Company's ability to assimilate such
acquisitions, the impact of oil and gas prices on investment opportunities, the
availability of capital and borrowing capability, competition for available
drilling rigs and personnel and the success of its development and exploratory
activity which could lead to funding requirements for further development.
St. Mary's presence in south Louisiana includes active management of its
fee lands from which royalty income is derived. Due to recent acquisition and
drilling successes, royalty income has a much smaller relative impact. Royalty
revenues from the fee lands were $3.0 million or 3.7% of total oil and gas
revenues for the six months ending June 30, 2000 and $1.5 million or 5.1% of
total oil and gas revenues for the same period in 1999. St. Mary has encouraged
development drilling by its lessees, facilitated the origination of new
prospects on acreage not held by production and stimulated exploration interest
in deeper, untested horizons.
St. Mary seeks to protect its rate of return on acquisitions of producing
properties by hedging up to the first 24 months of an acquisition's production
at prices approximately equal to those used in the Company's acquisition
evaluation and pricing model. The Company also periodically uses hedging
contracts to hedge or otherwise reduce the impact of oil and gas price
fluctuations on production from each of its core operating areas. The Company's
strategy is to ensure certain minimum levels of operating cash flow and to take
advantage of windows of favorable commodity prices. St. Mary has generally
limited its aggregate hedge position to no more than 50% of its total production
but may change this policy in the future. The Company seeks to minimize basis
risk and indexes the majority of its oil hedges to NYMEX prices and the majority
of its gas hedges to various regional index prices associated with pipelines in
proximity to the Company's areas of gas production. Including hedges entered
into since June 30, 2000, the Company has hedged as follows:
<TABLE>
<CAPTION>
Swaps:
Average
Year Product Percentage Fixed Price Pricing
---- ------- ---------- ----------- -------
<S> <C> <C> <C> <C>
2000 Natural Gas 17% $2.43 MMBtu
2001 Natural Gas <1% $2.46 MMBtu
2000 Oil 27% $23.29 Bbl
2001 Oil 5% $21.45 Bbl
2002 Oil 1% $20.70 Bbl
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Collars:
Range of Range of
Year Product Percentage Ceiling Prices Floor Prices Pricing
---- ------- ---------- -------------- ------------ -------
<S> <C> <C> <C> <C> <C>
2000 Natural Gas 31% $2.00-5.00 $2.00-3.97 MMBtu
2001 Natural Gas 38% $2.90-5.80 $2.30-3.00 MMBtu
2000 Oil 25% $17.75-27.00 $15.00-19.50 Bbl
2001 Oil 16% $20.64-27.22 $16.44-19.00 Bbl
</TABLE>
If these commodity hedging contracts had been terminated on June 30, 2000,
St. Mary would have been required to pay the fair value of approximately $30.4
based on quarter end pricing. As of that date the Company had $6.8 million in
margin deposits outstanding to a counterparty. These margin deposits are
included in accounts receivable.
In February 2000 St. Mary exercised its option to convert its Khanty
Mansiysk Oil Corporation ("KMOC") production payment receivable into common
stock of KMOC. In July 2000 the Company finalized a negotiated value for the
receivable that equates to 21,583 shares of KMOC common stock under the terms of
the original agreement. Management believes that the current fair market value
of the stock is in excess of its carrying value.
On August 5, 2000, St. Mary and its partners (the Group) assumed control of
a 30,450-acre top lease in the North Ward Estes Field in Ward County, Texas. In
June 2000, the Group sold the rights to approximately 260 shallow producing
wells in this field to the previous operator. St. Mary recognized $2.0 million
in proceeds from the sale. The Company now has a 21.4% working interest in the
production from 95 wellbores and the future development and production rights on
this 50 square mile property. The top lease will continue in effect for as long
as oil and/or gas is produced in paying quantities.
The Company continually analyzes its net investment in Summo and the effect
of worldwide copper price and inventory fluctuations on Summo's stock price.
Future development and financial success of Lisbon Valley, Summo's primary
project, are dependent upon these factors. Management believes its $1.4 million
note receivable is realizable. The Company owned 5.98 million shares of Summo as
of June 30, 2000.
Accounting Matters
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. The Statement requires
companies to report all derivatives at fair value as either assets or
liabilities and bases the accounting treatment of the derivatives on the reasons
an entity holds the instrument. In June 1999 the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133--An Amendment of FASB Statement No.
133." SFAS No. 137 delayed the effective date of the requirements of SFAS No.
133 to all fiscal quarters of fiscal years beginning after June 15, 2000. In
June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities." SFAS No. 138 amends and clarifies
certain elements of SFAS No. 133, including expansion of the normal purchases
and normal sales exception. Management is currently reviewing the effects these
Statements will have on the financial statements in relation to the Company's
hedging activities and will implement SFAS No. 133 by January 1, 2001.
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<PAGE>
Financial Instrument Market Risk
The Company holds derivative contracts and financial instruments that have
cash flow and net income exposure to changes in commodity prices or interest
rates. Financial and commodity-based derivative contracts are used to limit the
risks inherent in some crude oil and natural gas price changes that have an
effect on the Company. In prior years the Company has occasionally hedged
interest rates, and may do so in the future should circumstances warrant.
The Company's Board of Directors has adopted a policy regarding the use of
derivative instruments. This policy requires every derivative used by the
Company to relate to underlying offsetting positions, anticipated transactions
or firm commitments. It prohibits the use of speculative, highly complex or
leveraged derivatives. Under the policy, the Chief Executive Officer and Vice
President of Finance must review and approve all risk management programs that
use derivatives. The Company's Board of Directors periodically reviews these
programs.
Commodity Price Risk. The Company uses various hedging arrangements to
manage the Company's exposure to price risk from its natural gas and crude oil
production. These hedging arrangements have the effect of locking in for
specified periods, at predetermined prices or ranges of prices, the prices the
Company will receive for the volumes to which the hedge relates. Consequently,
while these hedging arrangements are structured to reduce the Company's exposure
to decreases in prices associated with the hedged commodity, they also limit the
benefit the Company might otherwise receive from any price increases associated
with the hedged commodity. The derivative gain or loss effectively offsets the
loss or gain on the underlying commodity exposures that have been hedged. The
fair values of the swaps are estimated based on quoted market prices of
comparable contracts and approximate the net gains or losses that would have
been realized if the contracts had been closed out at quarter-end. The fair
values of the futures are based on quoted market prices obtained from the New
York Mercantile Exchange.
A hypothetical $0.10 per MMBtu change in the Company's quarter-end market
prices for natural gas swaps and futures contracts on a notional amount of 27.2
million MMBtu would cause a potential $1.7 million change in net income (loss)
before income taxes for contracts in place on June 30, 2000. A hypothetical
$1.00 per Bbl change in the Company's quarter-end market prices for crude oil
swaps and future contracts on a notional amount of 1,296 MBbls would cause a
potential $1.0 million change in net income (loss) before income taxes for oil
contracts in place on June 30, 2000. These hypothetical changes were discounted
to present value using a 7.5% discount rate since the latest expected maturity
date of certain swaps and futures contracts is greater than one year from the
reporting date.
Interest Rate Risk. Market risk is estimated as the potential change in
fair value resulting from an immediate hypothetical one percentage point
parallel shift in the yield curve. A sensitivity analysis presents the
hypothetical change in fair value of those financial instruments held by the
Company at June 30, 2000, which are sensitive to changes in interest rates. For
fixed-rate debt, interest rate changes affect the fair market value but do not
impact results of operations or cash flows. Conversely for floating rate debt,
interest rate changes generally do not affect the fair market value but do
impact future results of operations and cash flows, assuming other factors are
held constant. The carrying amount of the Company's floating rate debt
approximates its fair value. At June 30, 2000, the Company had floating rate
debt of $13.9 million and had no fixed rate debt. Assuming constant debt levels,
the results of operations and cash flows impact for the remainder of the year
resulting from a one percentage point change in interest rates would be
approximately $69,000 before taxes.
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<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual stockholders' meeting on May 17, 2000, the
shareholders approved management's current slate of directors. The directors
elected and the vote tabulation for each director are as follows:
<TABLE>
<CAPTION>
DIRECTOR FOR WITHHELD
----------- ---------- --------
<S> <C> <C>
Larry W. Bickle 10,492,538 86,365
William J. Gardiner 10,492,638 86,265
R. James Nicholson 10,492,538 86,365
Ronald D. Boone 10,492,638 86,265
Mark A. Hellerstein 10,492,638 86,265
Arend J. Sandbulte 10,492,638 86,265
Thomas E. Congdon 10,492,538 86,365
Jack Hunt 10,477,558 101,345
John M. Seidl 10,492,638 86,265
David C. Dudley 10,492,638 86,265
Robert L. Nance 10,492,638 86,265
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
10.1 Second Amendment to Credit Agreement
27.1 Financial Data Schedule
(b) A report on Form 8-K dated May 18, 2000, and an amended
report on Form 8-K/A dated June 22, 2000 were filed during
the quarter ended June 30, 2000. Both reports were in
regards to the acquisition of properties from Tipperary
Corporation and included Item 2, Acquisition or
Disposition of Assets, and Item 7, Financial Statements
and Exhibits.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
August 11, 2000 By /s/ MARK A. HELLERSTEIN
-----------------------
Mark A. Hellerstein
President and Chief Executive Officer
August 11, 2000 By /s/ RICHARD C. NORRIS
---------------------
Richard C. Norris
Vice President - Finance, Secretary
and Treasurer
August 11, 2000 By /s/ GARRY A. WILKENING
----------------------
Garry A. Wilkening
Vice President - Administration and
Controller
