<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)
For Fiscal Year Ended December 31, 1998
Commission file number 1-7940
GOODRICH PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0466193
(State of incorporation) (I.R.S. Employer Identification No.)
5847 San Felipe, Suite 700
Houston, Texas 77057
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code is (713) 780-9494
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Securities registered pursuant to Section 12(b) of the Act:
<S> <C>
Common Stock, $0.20 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock, $1.00 par value NASDAQ Small Cap
</TABLE>
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
At March 26, 1999 there were 5,247,705 (adjusted for reverse stock split)
shares of Goodrich Petroleum Corporation common stock outstanding. The
aggregate market value of shares of common stock held by non-affiliates of the
registrant as of March 23, 1999 was approximately $5,903,668 based on a
closing price of $1.125 per share on the New York Stock Exchange on such date.
DOCUMENTS INCORPORATED BY REFERENCE
<TABLE>
<CAPTION>
Document Part/Item of Incorporation
-------- -----------------------------
<S> <C>
Proxy Statement for the 1999 Annual Meeting of
Shareholders Part III, Item 10, 11, 12, 13
</TABLE>
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<PAGE>
PART I
Items 1 and 2. Business and Properties.
General
Goodrich Petroleum Corporation and subsidiaries ("Goodrich" or "the
Company") is an independent oil and gas company engaged in the exploration,
development, production and acquisition of oil and natural gas properties in
the onshore portions of the United States, primarily the states of Louisiana
and Texas. The Company owns working and overriding royalty interests in 91
active oil and gas wells located in 37 fields in eight states. At December 31,
1998, Goodrich had estimated proved reserves of approximately 3,093,000
barrels of oil and condensate and 28.1 Bcf of natural gas, or an aggregate of
46.7 Bcfe with a pre-tax present value of future net revenues, discounted at
10%, of $40.63 million.
The Company's principal executive offices are located at 5847 San Felipe,
Suite 700 Houston, Texas 77057. The Company also has offices in Shreveport,
Louisiana. At March 2, 1999 the Company had 16 employees.
Company Background
Goodrich resulted from a business combination on August 15, 1995 between
La/Cal Energy Partners ("La/Cal") and Patrick Petroleum Company and
subsidiaries ("Patrick"). La/Cal was a privately held independent oil and gas
partnership formed in July 1993 and engaged in the development, production and
acquisition of oil and natural gas properties, primarily in Southern
Louisiana. Patrick was a NYSE-listed independent oil and gas company engaged
in the exploration, production, development and acquisition of oil and natural
gas properties in the continental United States. Patrick's oil and gas
operations and properties were primarily located in West Texas and Michigan at
the time of the combination, with additional operations and properties in
certain western states.
On January 31, 1997, the Company acquired the oil and gas properties of
La/Cal Energy Partners II ("La/Cal II") and certain working interest owners
for a purchase price of $16.5 million ("La/Cal II Acquisition"). The purchase
price was comprised of $1.5 million in cash, the assumption of $7.5 million of
La/Cal II long-term debt and the issuance of 750,000 shares of Series B
convertible preferred stock of the Company ("Series B Preferred Stock") with
an aggregate liquidation value of $7.5 million.
Oil and Gas Operations and Properties
The following is a summary description of the Company's oil and gas
properties.
Louisiana
The majority of the Company's proved natural gas reserves are in the
Southern Louisiana producing region. The Southern Louisiana producing region
refers to the geographic area which covers the onshore and in-land waters of
South Louisiana lying in the southern one-half of the state of Louisiana,
which is one of the world's most prolific oil and natural gas producing
sedimentary basins. The region generally contains sedimentary sandstones which
are of high qualities of porosity and permeabilities. There are a myriad of
types of reservoir traps found in the region. These traps are generally formed
by faulting, folding and subsurface salt movement or a combination of one or
more of these. Salt movement has resulted in a large number of shallow
piercement salt domes as well as deeper movements, which have resulted in both
large and small anticlinal structures.
The formations found in the Southern Louisiana producing region range in
depth from 1,000 feet to 20,000 feet below the surface. These formations range
from the Sparta and Frio formations in the northern part of the region to
Miocene and Pleistocene in the southern part of the region. The Company's
production comes predominately from Miocene and Frio age formations.
2
<PAGE>
Kings Ridge 96 Field. Kings Ridge 96 is located in Lafourche Parish,
Louisiana. King's Ridge Field was discovered by Natural Gas and Oil Company in
1954. The field is set up geologically by three main faults which strike east-
west and create hydrocarbon traps on the downthrown side of the faults.
Typically, these downthrown traps are three-way structures that produce from
Miocene sands ranging in depth from 9,000' to 13,000'.
Goodrich has acquired approximately 307 acres from the Lafourche Parish
School Board and 114 acres from the Grandison Trust. Goodrich as operator has
drilled and completed three wells in the field to date and has an approximate
50% working interest.
Isle St. Jean Charles Field. Isle St. Jean Charles Field is located in
Terrebonne Parish, Louisiana. The field is a northwest extension of the Bayou
Jean LaCroix Field located in the southeastern part of the Parish. These
fields are trapped on a four-way closure downthrown on a major east-west
trending down to the south fault. Production is from multiple Miocene-aged
sands which are normally pressured and range in depth from 9,000 feet to
13,000 feet. The field was developed primarily in the 1950's by Exxon and
reservoirs have exhibited both depletion and water drive mechanisms. To date,
these fields have produced in excess of 51 billion cubic feet of gas and 6.52
million barrels of oil and condensate. There are currently five active wells
producing in these fields.
Goodrich acquired its working interest in its leasehold of approximately 425
acres through both acreage acquisitions and a farmout from Fina, et al. In
December 1997, Goodrich drilled the Dupont 38 #1 well. Goodrich is operator
and holds an approximate 38% working interest.
Second Bayou Field. The Second Bayou Field is located in Cameron Parish,
Louisiana and was discovered in 1955 by the Sun Texas Company. Goodrich is the
operator of seven producing wells, six of which are dually completed, and has
an average working interest of approximately 29% in 1,395 gross acres. To
date, the field has produced over 422 Bcf of natural gas and 2.7 million
barrels of oil from multiple Miocene aged sands ranging from 4,000 to 15,200
feet. Goodrich drilled and dually completed the Miami Fee No. 9 and No. 10
during 1998 based off of subsurface control and 3-D seismic which was shot in
1997. The two wells average 1,052 barrels of oil per day and 1.5 million cubic
feet of gas per day during December 1998.
Other major operators in the area are Fina Oil and Chemical Company, Texaco
Exploration and Producing , Inc. and Newfield Exploration.
Lake Raccourci Field. The Lake Raccourci Field was discovered by Humble Oil
and Refining Company ("Exxon") in 1949, with the field extended to the South
by Pan American ("Amoco") in 1958. Geologically, the field is a large four-way
dipping closure which is cross-cut by numerous Northeast-Southwest striking
down to the South faults. The field has produced from a minimum of eighteen
different Miocene age sandstones, which range in depth from 9,000 to 16,500
feet. These normally and abnormally pressured reservoirs exhibit depletion,
water and combination drive mechanisms, and have produced in excess of 832
billion cubic feet of gas and 20 million barrels of oil and condensate. There
are currently nine producing wells in the field.
Goodrich acquired its average 20% working interest in the field through a
farmout from MW Petroleum ("Apache") in July 1996 and a separate farmout from
Exxon. The Company controls approximately 1,079 acres in the field and is
currently evaluating 3D seismic for further exploitation opportunities.
Pecan Lake Field. The Pecan Lake Field was discovered in 1944 by the
Superior Oil Company. Geologically, the field is comprised of a relatively low
relief four-way closure and multiple stacked pay sands. The Pecan Lake Field
comprises approximately 870 gross leased acres in Cameron Parish, Louisiana,
approximately 42 miles southeast of Lake Charles, Louisiana. The field has
produced from over 15 Miocene sands ranging in depths from 7,500 to 11,800
feet, which have been predominately gas and gas condensate reservoirs. These
sand reservoirs are characterized by generally widespread development and
strong waterdrive production mechanisms. The field has produced in excess of
348 Bcf of gas and 680,000 barrels of condensate. All the field production to
date has come from reservoirs which are of normal pressure. The Company is the
operator of five producing wells with working interests ranging from
approximately 43% to 47%.
3
<PAGE>
Ada Field. The Ada Field was discovered by Hope Producing Company in 1945.
The field is located in Bienville Parish, in North Louisiana. Geologically,
the field is a turtle feature between two salt domes exhibiting a four-way
anticline with two main horst blocks, a main graben block, and several
compensating faults. The field has produced from numerous Lower Cretaceous
sands and lime facies, with the sands being predominately lenticular in
deposition. The producing interval for the field ranges from 4,500 to 10,000
feet, with the production being primarily a pressure depletion mechanism. Ada
Field has produced over 656 Bcf of natural gas and 5.2 million barrels of oil.
Goodrich has six producing wells in the field, two of which were drilled
during 1998. Goodrich owns an approximate 43% working interest in the field.
Other. The Company maintains ownership interests in acreage and wells in
several additional fields in Louisiana, including the (i) Opelousas Field,
located in St. Landry Parish, (ii) Sibley Field, located in Webster Parish,
(iii) City of Lake Charles Field, located in Calcasieu Parish, (iv) Deep Lake
Field, located in Lafourche Parish, (v) Mosquito Bay Field, located in
Terrebonne Parish, (vi) South Pecan Lake Field located in Cameron Parish,
(vii) Charenton Field located in St. Mary Parish and (viii) E. Roanoke Field,
located in Jefferson Davis Parish.
Texas
Goodrich explores and has production in the western, eastern and southern
regions of Texas.
The Company's primary exploration focus in West Texas is in the Horseshoe
Atol area in Dawson and Gaines Counties. The Company is actively developing
drilling prospects through the integration of the approximate 375 square miles
of 3-D seismic it owns in the area with subsurface geology.
Sean Andrew Field. Sean Andrew was discovered by the Company in 1994
utilizing the Company's 375 square mile 3-D seismic database in West Texas.
The Company is the operator in the field and holds an approximate 37.5%
working interest in the field.
Marholl Field. The Marholl Field is a Siluro-Devonian (Fussellman) Field in
Dawson County discovered in 1995 through the use of 3-D seismic. The Company
operates two wells in the field with an approximate 23% working interest.
Mary Blevins Field. The Mary Blevins Field is located in Smith County, Texas
and was a new discovery which is fault separated from Hitts Lake Field which
was discovered in 1953 by Sun Oil. Currently there are four producing wells in
this fault block with Goodrich, as operator, having approximately a 48%
working interest in approximately 782 gross acres. To date, Hitts Lake has
produced over 14 million barrels of oil and Mary Blevins has produced over
414,000 barrels from the Paluxy, which occurs at a depth of approximately
7,300 feet.
Other. The Company maintains ownership interests in acreage and wells in
several additional fields in Texas including the (i) Ackerly Field, located in
Dawson and Howard Counties, (ii) Lamesa Farms Field, located in Dawson County,
(iii) Carthage (Bethany) Field, located in Panola County, (iv) N.W. Ackerly
Field, located in Dawson County, (v) Midway Field located in San Patricio
County, (vi) East Jacksonville Field located in Cherokee County, (vii) Mott
Slough, located in Wharton County, (viii) Falls City Field, located in Karnes
County and (ix) Mikeska-Hamill Field, located in Austin County.
Australia
Goodrich has interest in three exploration permits in the Carnarvon Basin of
Western Australia.
The developmental stage of the offshore Carnarvon Basin of Western Australia
is comparable to the Gulf of Mexico in 1950. The Carnarvon Basin is two-thirds
the size of the Gulf of Mexico and has produced in excess
4
<PAGE>
of 4.3 TCF and 550 million barrels of oil from less than 1000 wells. In
comparison, the Gulf of Mexico has produced approximately 104 TCF of gas and 9
billion barrels of oil from 30,000 wells. The Carnarvon Basin retains
significant exploration potential. Additional strengths of the basin include
large inexpensive acreage blocks, vast available geological and geophysical
data sets, existing and expanding petroleum infrastructure and increasing
domestic demands for natural gas.
EP-395. Goodrich Petroleum acquired a 20% non-operated working interest in
the 240 square kilometer Exploration Permit in 1995. The Permit is
approximately 30 km east from Barrow Island Field which has produced 300
million barrels of oil and 85 km southwest and on trend with the recent
Wandoo, Stag and Reindeer discoveries. Since 1995, the partners have
reprocessed the original 2-D seismic data sets, shot a 38 km 3-D seismic
survey (1995), and shot an additional 93 km of high quality 2-D seismic
(1997). Interpretation of this data has confirmed two separate prospects:
Lindsay and West Boyd. These prospects are structural closures with associated
seismic amplitude anomalies. The primary objective for these prospects is the
Mardie Greenstone. This objective is a late cretaceous age, shallow marine
sandstone with porosities ranging up to 33%. A well is anticipated to be
drilled on the Lindsay prospect in late 1999. Carnarvon Petroleum N.L. is the
operator of this permit.
EP-396. The Company acquired a 33% non-operated working interest in 1995.
EP-396 encompasses 400 square kilometers and is in close proximity to EP-395.
The partnership has reprocessed and interpreted the available 2-D seismic data
sets. One strong lead has emerged from the seismic data, which is a prospect
called the Nolan Prospect. This prospect is a downthrown three way closure
along the major down to the west Candace fault system. The available 2-D
seismic data set indicates an associated seismic amplitude anomaly. TAP Oil
N.L. is the operator of EP-396.
EP-397. This Permit is 160 square kilometers and the Company has a 33%
working interest. The 130 km of available seismic has been reprocessed and
interpreted with several promising prospect leads. This Permit is in the
earliest stages of exploratory investigation as compared with EP-395 and
EP-396.
Oil and Natural Gas Reserves
The following tables set forth summary information with respect to the
Company's proved reserves as of December 31, 1998 and 1997 as estimated by the
Company by compiling reserve information, substantially all of which was
prepared by the engineering firm of Coutret and Associates, Inc.
<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------
Net Reserves Pre-Tax Present
---------------------------- Value of Future
Oil Net Revenues
Category (Bbls) Gas (Mcf) Bcfe(1) (in millions)
-------- --------- ---------- ------- ---------------
<S> <C> <C> <C> <C>
Proved Developed............. 2,266,854 21,481,946 35.1 $31.99
Proved Undeveloped........... 825,956 6,662,364 11.6 8.64
--------- ---------- ---- ------
Total Proved............... 3,092,810 28,144,310 46.7 $40.63
========= ========== ==== ======
<CAPTION>
December 31, 1997
--------------------------------------------
Net Reserves Pre-Tax Present
---------------------------- Value of Future
Oil Net Revenues
Category (Bbls) Gas (Mcf) Bcfe(1) (in millions)
-------- --------- ---------- ------- ---------------
<S> <C> <C> <C> <C>
Proved Developed............. 2,292,626 16,600,669 30.4 $41.86
Proved Undeveloped........... 1,805,764 20,969,945 31.8 36.24
--------- ---------- ---- ------
Total Proved............... 4,098,390 37,570,614 62.2 $78.10
========= ========== ==== ======
</TABLE>
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(1) Estimated by the Company using a conversion ratio of 1.0 Bbl/6.0 Mcf.
5
<PAGE>
There are numerous uncertainties inherent in estimating quantities of proved
reserves and in projecting future rates of production and timing of
development expenditures, including many factors beyond the control of the
Company. Reserve engineering is a subjective process of estimating underground
accumulations of crude oil, condensate and natural gas that cannot be measured
in an exact manner, and the accuracy of any reserve estimate is a function of
the quality of available data and of engineering and geological interpretation
and judgment. The quantities of oil and natural gas that are ultimately
recovered, production and operating costs, the amount and timing of future
development expenditures and future oil and natural gas sales prices may all
differ from those assumed in these estimates. Therefore, the Present Value of
Future Net Revenues amounts shown above should not be construed as the current
market value of the estimated oil and natural gas reserves attributable to the
Company's properties.
In accordance with the Commission's guidelines, the engineers' estimates of
future net revenues from the Company's properties and the Present Value of
Future Net Revenues thereof are made using oil and natural gas sales prices in
effect as of the dates of such estimates and are held constant throughout the
life of the properties except where such guidelines permit alternate
treatment, including the use of fixed and determinable contractual price
escalations. The weighted average prices as of December 31, 1998 used in such
estimates were $2.24 per Mcf of natural gas and $9.37 per Bbl of crude
oil/condensate. Oil prices have subsequently increased while gas prices have
subsequently declined from December 31, 1998 levels.
Productive Wells
The following tables set forth the number of active well bores in which the
Company maintains ownership interests as of December 31, 1998:
<TABLE>
<CAPTION>
Oil Gas Total
--------------- --------------- ---------------
Gross(1) Net(2) Gross(1) Net(2) Gross(1) Net(2)
-------- ------ -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
California.............. -- -- 4.00 2.09 4.00 2.09
Colorado................ -- -- 1.00 .30 1.00 .30
Louisiana............... 12.00 5.02 30.00 11.19 42.00 16.21
Michigan................ 2.00 .26 5.00 .05 7.00 .31
Mississippi............. -- -- 1.00 .05 1.00 .05
New Mexico.............. -- -- 1.00 .03 1.00 .03
Texas................... 28.00 11.82 5.00 .75 33.00 12.57
Wyoming................. 2.00 .32 -- -- 2.00 .32
----- ----- ----- ----- ----- -----
Total Productive
Wells................ 44.00 17.42 47.00 14.46 91.00 31.88
===== ===== ===== ===== ===== =====
</TABLE>
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(1) Does not include royalty or overriding royalty interests.
(2) Net working interest.
Productive wells consist of producing wells and wells capable of production,
including gas wells awaiting pipeline connections. A gross well is a well in
which the Company maintains an ownership interest, while a net well is deemed
to exist when the sum of the fractional working interests owned by the Company
equals one. Wells that are completed in more than one producing horizon are
counted as one well. Of the gross wells reported above, eight had multiple
completions.
6
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Acreage
The following table summarizes the Company's gross and net developed and
undeveloped natural gas and oil acreage under lease as of December 31, 1998.
Acreage in which the Company's interest is limited to a royalty or overriding
royalty interest is excluded from the table.
<TABLE>
<CAPTION>
Gross Net
------- ------
<S> <C> <C>
Developed acreage
California............................................... 1,280 568
Colorado................................................. 640 192
Louisiana................................................ 7,907 2,644
Michigan................................................. 1,920 19
Texas.................................................... 5,598 2,005
Wyoming.................................................. 80 13
Undeveloped acreage
Offshore Australia....................................... 197,682 57,985
Louisiana................................................ 1,795 1,524
Michigan................................................. 640 154
Texas.................................................... 2,400 1,257
------- ------
Total.................................................. 219,942 66,361
======= ======
</TABLE>
Undeveloped acreage is considered to be those lease acres on which wells
have not been drilled or completed to a point that would permit the production
of commercial quantities of natural gas or oil, regardless of whether or not
such acreage contains proved reserves. As is customary in the oil and gas
industry, the Company can retain its interest in undeveloped acreage by
drilling activity that establishes commercial production sufficient to
maintain the leases or by payment of delay rentals during the remaining
primary term of such a lease. The natural gas and oil leases in which the
Company has an interest are for varying primary terms; however, most of the
Company's developed lease acreage is beyond the primary term and is held by
producing natural gas or oil wells.
Operator Activities
Goodrich Petroleum operates a majority in value of the Company's producing
properties, and will generally seek to become the operator of record on
properties it drills or acquires in the future.
7
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Drilling Activities
The following table sets forth the drilling activity of the Company for the
last three years. (As denoted in the following table, "Gross" wells refers to
wells in which a working interest is owned, while a "net" well is deemed to
exist when the sum of fractional ownership working interests in gross wells
equals one.)
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------
1998 1997 1996
---------- --------- ---------
Gross Net Gross Net Gross Net
----- ---- ----- --- ----- ---
<S> <C> <C> <C> <C> <C> <C>
Develpment Wells:
Productive............................... 6.00 2.77 6.0 2.6 1.0 0.4
Non-Productive........................... 2.00 1.47 0.0 0.0 0.0 0.0
----- ---- ---- --- ---- ---
Total.................................. 8.00 4.24 6.0 2.6 1.0 0.4
===== ==== ==== === ==== ===
Exploratory Wells:
Productive............................... 7.00 1.49 12.0 2.9 6.0 2.5
Non-Productive........................... 8.00 2.87 7.0 1.7 3.0 1.3
----- ---- ---- --- ---- ---
Total.................................. 15.00 4.36 19.0 4.6 9.0 3.8
===== ==== ==== === ==== ===
Total Wells:
Productive............................... 13.00 4.26 18.0 5.5 7.0 2.9
Non-Productive........................... 9.00 4.34 7.0 1.7 3.0 1.3
----- ---- ---- --- ---- ---
Total.................................. 23.00 8.60 25.0 7.2 10.0 4.2
===== ==== ==== === ==== ===
</TABLE>
Net Production, Unit Prices and Costs
The following table presents certain information with respect to oil, gas
and condensate production attributable to the Company's interests in all of
its fields, the revenue derived from the sale of such production, average
sales prices received and average production costs during each of the years in
the three-year period ended December 31, 1998.
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Net Production:
Natural gas (Mcf)....................... 2,782,825 2,449,320 1,623,377
Oil (barrels)........................... 316,768 282,380 165,964
Natural gas equivalents (Mcfe) (1)...... 4,683,433 4,143,600 2,619,161
Average Net Daily Production:
Natural gas (Mcf)....................... 7,624 6,710 4,448
Oil (Bbls).............................. 868 774 455
Natural gas equivalents (Mcfe) (1)...... 12,832 11,354 7,176
Average Sales Price Per Unit:
Natural gas (per Mcf)................... $ 2.18 2.55 2.60
Oil (per Bbl)........................... 11.88 18.06 20.88
Other Data:
Lease operating expense and production
taxes (per Mcfe)....................... $ .60 .56 .62
</TABLE>
- - --------
(1) Estimated by the Company using a conversion ratio of 1.0 Bbl/6.0 Mcf.
8
<PAGE>
Oil and Gas Marketing and Major Customers
Marketing. Goodrich's natural gas production is sold under spot or market-
sensitive contracts and to various gas purchasers on short-term contracts.
Goodrich's natural gas condensate is sold under short-term rollover agreements
based on current market prices. The Company's crude oil production is marketed
to several purchasers based on short-term contracts.
The Company entered into an agreement with Natural Gas Ventures, L.L.C.
("NGV"), a Louisiana limited liability company, for the purpose of marketing
the Company's and its contracting parties' natural gas. The Company and other
contracting parties contribute natural gas to NGV, which NGV then markets to
gas purchasers, pursuant to the Joint Venture Agreement between NGV and Seaber
Corporation of Louisiana ("Seaber"). The Company can terminate this agreement
on 60-days notice. The Company believes its contract with NGV allows it to
realize higher prices for its contributed gas because of the greater market
power associated with larger volumes of gas than the Company would have for
sale on a stand-alone basis.
Customers. Due to the nature of the industry the Company sells its oil and
natural gas production to a limited number of purchasers and, accordingly,
amounts receivable from such purchasers could be significant. Revenues from
these sources as a percent of total revenues for the periods presented were as
follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
----------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Seaber Corporation of Louisiana............................ 47% 44% 35%
Texaco..................................................... 12% 11% --
Navajo Refining Company.................................... 11% -- --
Mobil Oil Corporation...................................... -- 10% 22%
Mitchell Marketing Company................................. -- 9% 16%
</TABLE>
Sales
During 1998, the Company sold its interest in certain oil and gas properties
located in Texas for $49,000.
During 1997, the Company sold its interests in certain oil and gas
properties located primarily in Montana for $370,000. During 1996, the Company
sold its interests in certain oil and gas properties located substantially in
North Dakota for $326,000.
Investment in Marcum Natural Gas Services
On January 5, 1999 the Company sold its investment in National Gas Services
("Marcum") for $240,000. Marcum is a publicly held diversified provider of
products and services to the natural gas industry.
Competition
The oil and gas industry is highly competitive. Major and independent oil
and gas companies, drilling and production acquisition programs and individual
producers and operators are active bidders for desirable oil and gas
properties, as well as the equipment and labor required to operate those
properties. Many competitors have financial resources substantially greater
than those of the Company, and staffs and facilities substantially larger than
those of the Company. The availability of a ready market for the oil and gas
production of the Company will depend in part on the cost and availability of
alternative fuels, the level of consumer demand, the extent of domestic
production of oil and gas, the extent of importation of foreign oil and gas,
the cost of and proximity to pipelines and other transportation facilities,
regulations by state and federal authorities and the cost of complying with
applicable environmental regulations.
9
<PAGE>
Regulations
The availability of a ready market for any natural gas and oil production
depends upon numerous factors beyond the Company's control. These factors
include regulation of natural gas and oil production, federal and state
regulations governing environmental quality and pollution control, state
limits on allowable rates of production by a well or proration unit, the
amount of natural gas and oil available for sale, the availability of adequate
pipeline and other transportation and processing facilities and the marketing
of competitive fuels. For example, a productive natural gas well may be "shut-
in" because of an oversupply of natural gas or the lack of an available
natural gas pipeline in the areas in which the Company may conduct operations.
State and federal regulations generally are intended to prevent waste of
natural gas and oil, protect rights to produce natural gas and oil between
owners in a common reservoir, control the amount of natural gas and oil
produced by assigning allowable rates of production and control contamination
of the environment. Pipelines are subject to the jurisdiction of various
federal, state and local agencies as well.
Environmental Regulation
Various federal, state and local laws and regulations covering the discharge
of materials into the environment, or otherwise relating to the protection of
the environment, may affect the Company's operations and costs as a result of
their effect on oil and gas development, exploration and production
operations. It is not anticipated that the Company will be required in the
near future to expend amounts that are material in relation to its total
capital expenditures program by reason of environmental laws and regulations
but, inasmuch as such laws and regulations are frequently changed by both
federal and state agencies, the Company is unable to predict the ultimate cost
of continued compliance. Additionally, see existing EPA matters discussed in
Item 3--Legal Proceedings.
State statutes and regulations require permits for drilling operations,
drilling bonds and reports concerning operations. In addition, there are state
statutes, rules and regulations governing conservation matters, including the
unitization or pooling of oil and gas properties, establishment of maximum
rates of production from oil and gas wells and the spacing, plugging and
abandonment of such wells. Such statutes and regulations may limit the rate at
which oil and gas could otherwise be produced from the Company's properties
and may restrict the number of wells that may be drilled on a particular lease
or in a particular field.
Item 3. Legal Proceedings.
The U. S. Environmental Protection Agency ("EPA") has identified the Company
as a potentially responsible party ("PRP") for the cost of clean-up of
"hazardous substances" at an oil field waste disposal site in Vermilion
Parish, Louisiana. The Company estimates that the remaining cost of long-term
clean-up of the site will be approximately $3.5 million, with the Company's
percentage of responsibility to be approximately 3.05%. As of December 31,
1998, the Company has paid approximately $321,000 in costs related to this
matter and has $92,000 accrued for the remaining liability. These costs have
not been discounted to their present value. The EPA and the PRPs will continue
to evaluate the site and revise estimates for the long-term clean-up of the
site. There can be no assurance that the cost of clean-up and the Company's
percentage responsibility will not be higher than currently estimated. In
addition, under the federal environmental laws, the liability costs for the
clean-up of the site is joint and several among all PRPs. Therefore, the
ultimate cost of the clean-up to the Company could be significantly higher
than the amount presently estimated or accrued for this liability.
The Company is party to additional lawsuits arising in the normal course of
business. The Company intends to defend these actions vigorously and believes,
based on currently available information, that adverse results or judgments
from such actions, if any, will not be material to its financial position or
results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
10
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's common stock is traded on the New York Stock Exchange.
At March 26, 1999 the number of holders of record of the Company's common
stock without determination of the number of individual participants in
security position was 3,492 with 5,247,705 shares outstanding. High and low
sales prices for the Company's common stock for each quarter during the
calendar years 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
---------- ---------
Quarter Ended High Low High Low
------------- ----- ---- ---- ----
<S> <C> <C> <C> <C>
March 31............................................. $8.00 5.06 9.00 6.00
June 30.............................................. $7.19 5.25 9.00 6.00
September 30......................................... $5.63 2.25 6.50 5.00
December 31.......................................... $3.00 1.13 6.50 4.50
</TABLE>
The prices in the table above have been adjusted to give retroactive effect
to the Company's one-for-eight reverse stock split in March 1998.
The Company has not paid a cash dividend on its Common Stock and does not
intend to pay such a dividend in the foreseeable future.
11
<PAGE>
Item 6. Selected Financial Data.
Selected Statement of Operations Data:
The following table sets forth selected financial data of the Company for
each of the years in the five-year period ended December 31, 1998, which
information has been derived from the Company's audited financial statements.
This information should be read in connection with and is qualified in its
entirety by the more detailed information in the Company's financial
statements under Item 8 below and Item 7, "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------
1998 1997 1996 1995 1994
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues................ $10,591,873 12,901,361 9,769,383 6,174,412 5,013,446
Depletion, Depreciation
and Amortization....... 4,094,447 4,862,754 3,788,292 1,785,502 1,156,624
Exploration............. 6,010,425 3,205,730 1,149,240 193,159 4,240
Interest Expense........ 1,909,849 1,416,675 828,394 1,132,488 1,072,098
Total Costs and
Expenses............... 18,311,421 14,978,629 9,476,366 5,037,101 2,998,628
Gain on sale of assets.. 4,206 688,304 88,428 -- --
Extraordinary Item--
Early Extinguishment of
Debt.................. -- -- -- 482,906 --
Net Income (Loss)....... (7,715,342) (1,388,964) 381,445 654,405 2,014,818
Preferred Stock
Dividends.............. 1,255,638 1,205,210 644,800 254,932
Earnings (Loss)
Applicable to Common
Stock.................. (8,970,980) (2,594,174) (263,355) 399,473
Basic Loss Per Average
Common Share(c)........ (1.71) (.50) (.05)
Diluted Loss Per Average
Common Share(c)........ $ (1.71) (.50) (.05)
Average Common Shares
Outstanding(c)......... 5,243,105 5,229,307 5,225,564
Pro Forma Information:
Pro Forma Income
Taxes(a).............. 402,698 785,779
Pro Forma Net Income... 251,707 1,229,039
Pro Form Earnings
(Loss) Applicable to
Common Stock.......... (3,225) 1,229,039
Pro Forma Income Before
Extraordinary Item Per
Average Common
Share(c)............... .14 .50
Extraordinary Item Per
Average Common
Share(c)............... (.14) --
Pro Forma Basic and
Diluted Earnings (Loss)
Per Average Common
Share(c)............... -- .50
Pro Forma Average Common
Shares
Outstanding(b)(c)...... 3,465,318 2,470,653
<CAPTION>
December 31,
-----------------------------------------------------------
1998 1997 1996 1995 1994
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Selected Balance Sheet
Data:
Total Assets........... $44,036,588 37,537,918 22,398,984 22,382,716 8,230,496
Total Long Term
Debt(e)............... 29,500,000 18,500,000 10,000,000 9,750,000 8,250,000
Stockholders' Equity
(Partners' Deficit)... $ 4,959,388 14,332,676 9,135,200 9,662,812 (2,081,217)
</TABLE>
- - --------
(a) No provision for income taxes is included in the consolidated statements
of operations for the periods ended December 31, 1994 or the period from
January 1, 1995 through August 14, 1995, for the operations of La/Cal
Energy Partners (predecessor company), due to La/Cal Energy Partners being
a partnership and income taxes were the responsibility of the individual
partners of La/Cal Energy Partners. Certain unaudited pro forma
information relating to the Company's results of operations, had La/Cal
Energy Partners been a corporation for those periods, is shown above.
(b) For purposes of this presentation the number of pro forma shares used for
periods prior to August 15, 1995, is 2,470,653 shares (adjusted
retroactively for the March 1998 reverse stock split), which is the number
of shares issued by the Company in exchange for La/Cal Energy Partners net
assets contributed.
(c) Number of shares restated to retroactively adjust for one for eight
reverse stock split in March 1998.
(d) The above data reflects the operations solely of La/Cal Energy Partners
for periods prior to August 15,1995, whereas such data reflects the
operations of La/Cal Energy Partners combined with Patrick Petroleum
Company for periods subsequent to August 15, 1995.
(e) Includes current maturities.
12
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
1997 Acquisition
On January 31, 1997, the Company acquired the oil and gas properties of
La/Cal Energy Partners II ("La/Cal II") and certain working interest owners
for a purchase price of $16.5 million ("La/Cal II Acquisition"). The purchase
price consisted of $1.5 million cash, the assumption of $7.5 million La/Cal II
long-term debt and the issuance of 750,000 shares of Series B convertible
preferred stock of the Company ("Series B Preferred Stock") with an aggregate
liquidation value of $7.5 million. In connection with the La/Cal II
Acquisition, the Company increased its borrowing base to $22.5 million and
borrowed an additional $9 million to retire or (payoff) La/Cal II's debt and
to pay the cash portion of the purchase price. The Series B Preferred Stock
accrues dividends at a rate of 8.25% per annum and each share of Series B
Preferred Stock is convertible into 1.12 shares of common stock. Such shares
are redeemable by the Company after January 31, 2001 at $10.00 per share.
Results of Operations
Year ended December 31, 1998 versus year ended December 31, 1997--Total
revenues in 1998 amounted to $10,592,000 and were $2,309,000 (18%) lower than
total revenues in 1997 due to lower oil and gas revenues and the loss of
revenues from the pipeline joint venture. Oil and gas sales were $1,515,000
lower due primarily to lower oil and gas prices, partially offset by higher
production volumes. Revenues from the pipeline joint venture were $-0- in 1998
compared to $1,078,000 in 1997 due to the sale of the asset in the fourth
quarter of 1997.
The following table reflects the production volumes and pricing information
for the periods presented:
<TABLE>
<CAPTION>
1998 1997
------------------------ ------------------------
Production Average Price Production Average Price
---------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
Gas (Mcf)............... 2,782,825 $ 2.18 2,449,320 $ 2.55
Oil (Bbls).............. 316,768 $11.88 282,380 $18.06
</TABLE>
Lease operating expense and production taxes were $2,822,000 for 1998
compared to $2,316,000 for 1997, or $506,000 higher, due primarily to the
Company not incurring, in the 1997 period, ad valorem taxes related to the
La/Cal II properties which were the responsibility of the La/Cal II partners.
Additionally, the 1998 period includes eight additional producing wells and
twelve months of lease operating expense and production taxes for the La/Cal
II properties, compared to eleven months for 1997 due to the effective date of
the acquisition being January 31, 1997. Depletion, depreciation and
amortization was $4,094,000 in 1998 versus $4,863,000 in 1997, or $769,000
lower, substantially due to no amortization of the pipeline joint venture in
1998 compared to $741,000 in 1997.
The Company incurred $6,010,000 of exploration expense in 1998 compared to
$3,206,000 in 1997. Included in the 1998 exploration expense is $3,684,000 of
costs related to dry holes during the period versus $2,342,000 of such costs
in 1997.
The Company recorded an impairment in the recorded value of certain oil and
gas properties in the fourth quarter of 1998 in the amount of $1,076,000 due
to lower oil prices and higher than expected depletion rates. This compares to
an impairment of $550,000 recorded in the same period a year ago.
Interest expense was $1,910,000 in 1998 compared to $1,417,000 (35% higher)
due to the Company having higher average debt outstanding, slightly offset by
a lower effective interest rate in 1998 compared to 1997.
General and administrative expenses amounted to $2,399,000 for 1998 versus
$2,628,000 in 1997.
13
<PAGE>
The Company's preferred stock dividends amounted to $1,256,000 for 1998
compared to $1,205,000 in 1997 or $51,000 higher due to twelve months of
dividends being paid on the Company's Series B Preferred Stock in the current
year versus eleven months in the prior year.
Year ended December 31, 1997 versus year ended December 31, 1996--Total
revenues in 1997 increased to $12,901,000 and were $3,132,000 (32%) higher
than total revenues in 1996 due to increased oil and gas revenues, offset by
lower revenues from the pipeline joint venture. Oil and gas sales were
$3,664,000 higher due substantially to increased revenues as a result of the
La/Cal II acquisition (effective January 31, 1997) along with increased gas
volumes on the pre-acquisition properties, offset somewhat by lower oil and
gas prices. Revenues from the pipeline joint venture were $459,000 lower in
1997 due to the sale of the asset in the fourth quarter of 1997.
The following table reflects the production volumes and pricing information
for the periods presented:
<TABLE>
<CAPTION>
1997 1996
------------------------ ------------------------
Production Average Price Production Average Price
---------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
Gas (Mcf)............... 2,449,320 $ 2.55 1,623,377 $ 2.60
Oil (Bbls).............. 282,380 $18.06 165,964 $20.88
</TABLE>
Lease operating expense and production taxes were $2,316,000 for 1997
compared to $1,615,000 for 1996 or $701,000 higher due primarily to the
addition of the La/Cal II properties. Depletion, depreciation and amortization
was $4,863,000 versus $3,788,000 for 1996 or $1,075,000 higher due to the
addition of the La/Cal II properties, offset by approximately $300,000 less
amortization of the pipeline joint venture. Included in depletion,
depreciation and amortization is depletion of oil and gas properties of
$4,066,000 and $2,684,000, respectively.
The Company incurred $3,206,000 of exploration expense in 1997 compared to
$1,149,000 in 1996. Included in the 1997 exploration expense is $2,342,000 of
costs related to dry holes during the period versus $542,000 of such costs in
1996.
The Company recorded impairments in the recorded value of certain oil and
gas properties in 1997 in the amount of $550,000.
Interest expense was $1,417,000 in 1997 compared to $828,000 due to
borrowings by the Company of $9,000,000 on January 31, 1997 in connection with
the La/Cal II Acquisition, resulting in higher average debt outstanding than
for the prior year.
General and administrative expenses amounted to $2,628,000 for 1997 versus
$2,096,000 in 1996 due largely to expenses associated with the addition of six
employees in 1997.
The Company recorded a gain on the sale of its interest in the pipeline
joint venture of $688,000 in 1997.
The Company's preferred stock dividends amounted to $1,205,000 for the
twelve months ended December 31, 1997 compared to $645,000 for 1996. The
increase was due to dividends paid on the Company's Series B Convertible
Preferred Stock issued on January 31, 1997 in connection with the La/Cal II
Acquisition.
Liquidity and Capital Resources
Net cash provided by operating activities was $4,517,000 in 1998 compared to
$6,633,000 in 1997 and $4,292,000 in 1996. The Company's accompanying
consolidated statements of cash flows identify major differences between net
income (loss) and net cash provided by operating activities for each of the
years presented.
Net cash used by investing activities amounted to $14,959,000 in 1998
compared to $6,007,000 in 1997 and $4,082,000 in 1996. The year ended December
31, 1998 is composed almost entirely of cash paid for
14
<PAGE>
exploration and drilling capital expenditures of $14,879,000. The year ended
December 31, 1997 reflects non-acquisition capital expenditures of $9,157,000
and of cash paid in connection with the purchase of oil and gas properties of
$2,075,000. These amounts were offset by proceeds from sale of the Company's
interest in the pipeline joint venture ($3,564,000) and sale of certain oil
and gas properties located in Montana. The year ended December 31, 1996 amount
is substantially comprised of $3,911,000 in capital expenditures.
Net cash provided by financing activities was $9,744,000 in 1998 compared to
net cash used in financing activities of $177,000 in 1997 and $479,000 in
1996. The 1998 amount includes the borrowing of $11,500,000 by the Company
under its line of credit offset by paydowns during the year of $500,000.
Preferred stock dividends in 1998 amounted to $1,256,000 (Series A and Series
B). The 1997 amount includes the borrowing of $9,000,000 by the Company under
its line of credit which was used to pay off the debt assumed in the La/Cal II
Acquisition and to pay the cash portion of the purchase price. The 1997 amount
also includes other borrowings of $3,000,000 against its line of credit offset
by paydowns during the year of $3,500,000 and the payoff of La/Cal II debt of
$7,464,000. Preferred stock dividends in 1997 amounted to $1,205,000 (Series A
and Series B). The 1996 amount primarily consists of the borrowing of
$1,800,000 against the Company's line of credit partially offset by debt
paydowns of $1,550,000 and the payment of preferred stock dividends of
$645,000 (Series A only).
At December 31, 1998, the Company was not in compliance with a restrictive
covenant of its existing credit facility and, accordingly, the entire
principal amount outstanding is presented in current maturities of long-term
debt. The amount outstanding under the credit facility as of December 31, 1998
was $29,500,000. On March 29, 1999 the Company signed a preliminary agreement
with Compass Bank to restructure its existing credit facility. The preliminary
credit agreement will allow the Company to be in compliance with all covenants
upon execution of the agreement. The preliminary agreement provides for a
borrowing base facility of $20,500,000 with monthly reductions of $50,000 on
April 1, 1999 and May 1, 1999, $200,000 on June 1, 1999 and $300,000 on July
1, 1999 and each month thereafter. Semi-annual borrowing base determinations
will be made beginning July 1, 1999 based in part on the Company's oil and gas
reserve information. The maturity date for amounts drawn under the Borrowing
Base facility is February 1, 2001. Interest on such facility is based on LIBOR
plus 2% and rates are set on specific draws for one, two, three or six month
periods at the option of the Company.
The preliminary agreement also establishes a Tranche A facility in the
amount of $9,000,000. The maturity date for the Tranche A facility is December
1, 1999. The Tranche A requires that excess cash flow from operations, as
defined in the preliminary agreement, be applied to outstanding principal and
interest until the maturity date, with interest based on the Compass Bank
Index Rate plus 2%.
The preliminary agreement requires the net proceeds of asset sales be used
to extinguish outstanding principal and interest under the borrowing base
facility and Tranche A. Additionally, under the terms of the preliminary
agreement, the Company may not make any distributions or pay dividends,
including dividends on any class of its preferred stock, until Tranche A is
paid in full.
Additionally, budgeted capital expenditures are required to be approved by
the Lender prior to closing, and such approval shall be effective for a period
of six months or until such time as an increase is requested. Furthermore,
provided actual capital expenditures do not exceed the approved budgeted
amount, the determination of capital expenditures is at the sole discretion of
the Company. The preliminary agreement also requires that the Company's vendor
accounts payable balance shall not exceed $2,500,000 as of June 30, 1999. The
Company's vendor accounts payable balance was $3,721,000 at December 31, 1998.
The preliminary agreement is subject to definitive documentation and Lender
credit approval.
The terms of the Company's Series A Preferred Stock provide that the Company
will not incur additional debt after such time as it reports financial results
which show the Company's stockholders' equity to be less than the liquidation
preference of the Series A Preferred Stock. As of December 31, 1998, the
Company's stockholders' equity was approximately $4.9 million and the
liquidation preference on the outstanding shares of the Series A Preferred
Stock was approximately $7.9 million. As a result, the Company is unable to
incur additional debt under its credit facility or from other sources at the
present time.
15
<PAGE>
Due to the Company's existing current working capital deficiency, required
pay downs under its credit facility and the restrictions imposed by the Series
A Preferred Stock, management is exploring a number of alternatives that are
directed toward making the Company profitable and improving its liquidity. The
principal strategies include:
1) raising additional capital through the issuance of equity securities,
or a combination of equity and subordinated debt;
2) acquisition of value enhancing oil and gas properties that offer
additional development opportunities and increased cash flow;
3) mergers and/or acquisitions by other entities;
4) reducing operating costs;
5) sale of certain oil and gas properties;
6) renegotiation or amendment of the Company's credit facility and
capital structure
As with any plan of this nature, its ultimate realization will depend upon
the cooperation of creditors, potential investors and others. As a result, the
outcome of the plan cannot presently be determined and no adjustments related
to the specific considerations of management's plan have been made in the
accompanying consolidated financial statements. Should the plan not be
completed, the Company may not be able to liquidate liabilities as they come
due. In addition, the Company's current liquidity situation and its agreement
with Compass Bank have resulted in a suspension of new drilling expenditures
until such time as certain aforementioned principle strategies have been
effected.
Quarterly Cash Dividends
The Company announced on March 23, 1999 that it has suspended payment of its
regular quarterly cash dividend on both classes of its Preferred Stock. This
measure was taken to conserve cash for corporate and operating purposes and
was precipitated by the recent drop in commodity prices. The Company has no
plans to reinstate the cash dividends in the foreseeable future.
Year 2000
The Company is in the process of assessing the ability of its various
electronic operating systems, and those of significant third parties, to
appropriately consider periods and dates after December 31, 1999. The
Company's senior financial management has taken responsibility for
identifying, addressing and monitoring its Year 2000 issues. These individuals
report to the Audit Committee of the Board of Directors on a periodic basis.
For Company systems identified as not being Year 2000 compliant, the Company
has developed plans to correct these systems and expects to be compliant on
the systems by the second quarter of 1999.
As for third parties with which the Company has a material relationship, the
Company is in various stages of discussions and conclusions related to the
ability of those third parties to become compliant and the related timing
thereof.
The estimated costs associated with becoming Year 2000 compliant are not
expected to be material to the Company.
The Company has begun, but not yet completed, a comprehensive analysis of
the operational problems and costs (including loss of revenues) that would be
reasonably likely to result from the failure by the Company and certain third
parties to complete efforts necessary to achieve Year 2000 compliance timely.
A contingency plan has not been developed for dealing with the most reasonably
likely worst case scenario, and such scenario has not yet been clearly
identified. The Company currently plans to complete such analysis and
contingency planning by the second quarter of 1999.
The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
16
<PAGE>
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of
Year 2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition. The Company's Year 2000 efforts
are expected to significantly reduce the Company's level of uncertainty about
the Year 2000 problem. The Company believes that, with the implementation of
new business systems and completion of the various above-mentioned tasks as
scheduled, the possibility of interruptions to normal operations should be
significantly reduced.
Stock Listing
The Company was notified by the New York Stock Exchange that it is not in
compliance with certain of the Exchange's minimum financial criteria for
listed companies. The Company submitted a three-year business plan to the
Exchange in response to the notice. The Exchange accepted the Company's
business plan and will monitor its compliance with the plan on a quarterly
basis. As described above, the Company's liquidity situation may make it
difficult for the Company to adhere to this business plan. If the Company
fails to do so, there can be no assurance that the New York Stock Exchange
will not delist the Company common stock.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Debt and debt-related derivatives
The Company is exposed to interest rate risk on its short-term and long-term
debt with variable interest rates ($29.5 million at December 31, 1998). Based
on the overall interest rate exposure on variable rate debt at December 31,
1998 a hypothetical 2% change in the interest rates would not materially
affect the Company's financial position, net income or liquidity.
Disclosure Regarding Forward-Looking Statements
This Annual Report on Form 10-K includes "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 this Annual Report on Form 10-K regarding reserve
estimates, planned capital expenditures, future oil and gas production and
prices, future drilling activity, the Company's financial position, the
ability to become year 2000 compliant, business strategy and other plans and
objectives for future operations, are forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations
will prove to be correct. There are numerous uncertainties inherent in
estimating quantities of proved oil and natural gas reserves and in projecting
future rates of production and timing of development expenditures, including
many factors beyond the control of the Company. Reserve engineering is a
subjective process of estimating underground accumulations of oil and natural
gas that cannot be measured in an exact way, and the accuracy of any reserve
estimate is a function of the quality of available data and of engineering and
geological interpretation and judgment. As a result, estimates made by
different engineers often vary from one another. In addition, results of
drilling, testing and production subsequent to the date of an estimate may
justify revisions of such estimate and such revisions, if significant, would
change the schedule of any further production and development drilling.
Accordingly, reserve estimates are generally different from the quantities of
oil and natural gas that are ultimately recovered. Additional important
factors that could cause actual results to differ materially from the
Company's expectations include changes in oil and gas prices, changes in
regulatory or environmental policies, production difficulties, transportation
difficulties and future drilling results. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by such factors.
17
<PAGE>
Item 8. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Goodrich Petroleum Corporation:
We have audited the accompanying consolidated balance sheets of Goodrich
Petroleum Corporation and Subsidiaries as of December 31, 1998 and 1997, and
the related consolidated statements of operations, stockholders' equity,
comprehensive income and cash flows for each of the years in the three year
period ended December 31, 1998. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Goodrich
Petroleum Corporation and Subsidiaries as of December 31, 1998 and 1997, and
the results of their operations and their cash flows for each of the years in
the three year period ended December 31, 1998, in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in note C
to the consolidated financial statements, working capital deficiencies,
required payments under the Company credit facility and restrictions imposed
by the Company's Series A Preferred Stock raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are discussed in note C. The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
KPMG LLP
Shreveport, Louisiana
March 29, 1999
18
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
ASSETS ------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents.............................. $ 95,630 $ 793,358
Marketable equity securities........................... 358,700 844,000
Accounts receivable
Trade and other, net of allowance.................... 2,197,179 1,354,776
Accrued oil and gas revenue.......................... 1,089,226 1,641,969
Prepaid insurance...................................... 184,898 174,201
Other.................................................. -- 4,000
------------ -----------
Total current assets................................. 3,925,633 4,812,304
------------ -----------
PROPERTY AND EQUIPMENT
Oil and gas properties................................. 53,320,832 41,154,687
Furniture, fixtures and equipment...................... 195,279 180,966
------------ -----------
53,516,111 41,335,653
Less accumulated depletion, depreciation and
amortization.......................................... (13,720,009) (8,869,783)
------------ -----------
Net property and equipment........................... 39,796,102 32,465,870
------------ -----------
OTHER ASSETS............................................. 314,853 259,744
TOTAL ASSETS......................................... $ 44,036,588 $37,537,918
============ ===========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long term debt...................... 29,500,000 --
Accounts payable....................................... 7,763,507 1,996,887
Accrued liabilities.................................... 1,813,693 2,708,355
------------ -----------
Total current liabilities............................ 39,077,200 4,705,242
------------ -----------
LONG TERM DEBT........................................... -- 18,500,000
STOCKHOLDERS' EQUITY
Preferred stock; authorized 10,000,000 shares:
Series A convertible preferred stock, par value $1.00
per share; issued and outstanding 796,318 shares
(liquidating preference $10 per share, aggregating to
$7,963,180).......................................... 796,318 796,318
Series B convertible preferred stock, par value $1.00
per share; issued and outstanding 750,000 shares
(liquidation preference $10 per share, aggregating to
$7,500,000).......................................... 750,000 750,000
Common stock, par value $0.20 per share; authorized
25,000,000 shares; issued and outstanding 5,247,703
and 5,232,403 shares.................................. 1,049,541 1,046,481
Additional paid-in capital............................. 15,226,027 15,146,095
Accumulated deficit.................................... (12,461,598) (3,490,618)
Accumulated other comprehensive income................. (400,900) 84,400
------------ -----------
Total stockholders' equity........................... 4,959,388 14,332,676
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $ 44,036,588 $37,537,918
============ ===========
</TABLE>
See notes to consolidated financial statements.
19
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1998 1997 1996
------------ ---------- ---------
<S> <C> <C> <C>
REVENUES
Oil and gas sales....................... $ 9,836,863 11,351,586 7,687,748
Pipeline joint venture.................. -- 1,078,397 1,537,806
Other................................... 755,010 471,378 543,829
------------ ---------- ---------
Total revenues........................ 10,591,873 12,901,361 9,769,383
------------ ---------- ---------
COSTS AND EXPENSES
Lease operating expense and production
taxes.................................. 2,821,515 2,316,006 1,614,584
Depletion, depreciation and
amortization........................... 4,094,447 4,862,754 3,788,292
Exploration............................. 6,010,425 3,205,730 1,149,240
Impairment of oil and gas properties.... 1,075,853 549,792 --
Interest expense........................ 1,909,849 1,416,675 828,394
General and administrative.............. 2,399,332 2,627,672 2,095,856
------------ ---------- ---------
Total costs and expenses.............. 18,311,421 14,978,629 9,476,366
------------ ---------- ---------
GAIN ON SALES OF ASSETS................... 4,206 688,304 88,428
------------ ---------- ---------
INCOME (LOSS) BEFORE INCOME TAXES......... (7,715,342) (1,388,964) 381,445
Income Taxes............................ -- -- --
------------ ---------- ---------
NET INCOME (LOSS)......................... (7,715,342) (1,388,964) 381,445
Preferred stock dividends............... 1,255,638 1,205,210 644,800
------------ ---------- ---------
LOSS APPLICABLE TO COMMON STOCK........... $ (8,970,980) (2,594,174) (263,355)
============ ========== =========
BASIC LOSS PER AVERAGE COMMON SHARE....... $ (1.71) (.50) (.05)
============ ========== =========
DILUTED LOSS PER AVERAGE COMMON SHARE..... $ (1.71) (.50) (.05)
============ ========== =========
AVERAGE COMMON SHARES OUTSTANDING......... 5,243,105 5,229,307 5,225,564
</TABLE>
See notes to consolidated financial statements.
20
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1998 1997 1996
----------- ----------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)....................... $(7,715,342) (1,388,964) 381,445
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion, depreciation and
amortization.......................... 4,094,447 4,862,754 3,788,292
Amortization of leasehold costs........ 1,016,649 288,037 195,027
Amortization of deferred debt financing
costs................................. -- 27,694 72,329
Gain on sale of assets................. (4,206) (688,304) (88,428)
Capital expenditures charged to
income................................ 4,382,514 2,341,954 678,213
Impairment of oil and gas properties... 1,075,853 549,792 --
Payment of other liabilities........... (107,625) (321,040) (364,100)
Other.................................. (160,518) (87,357) (11,714)
----------- ----------- ----------
2,581,772 5,584,566 4,651,064
Net change in (exclusive of
acquisition):
Accounts receivable................... (289,660) 520,391 (1,042,630)
Prepaid insurance and other........... (71,550) 73,933 95,179
Accounts payable...................... 2,975,821 (157,334) 370,418
Accrued liabilities................... (679,620) 611,069 218,045
----------- ----------- ----------
Net cash provided by operating
activities.......................... 4,516,763 6,632,625 4,292,076
----------- ----------- ----------
INVESTING ACTIVITIES
Proceeds from sale of pipeline joint
venture................................ -- 3,564,000 --
Proceeds from sales of oil and gas
properties............................. 49,091 370,000 325,628
Acquisition of oil and gas properties... (129,325) (2,074,866) (234,378)
Capital expenditures.................... (14,878,619) (7,866,173) (3,911,144)
Other................................... -- -- (261,668)
----------- ----------- ----------
Net cash used in investing
activities.......................... (14,958,853) (6,007,039) (4,081,562)
----------- ----------- ----------
FINANCING ACTIVITIES
Proceeds from bank borrowings........... 11,500,000 12,000,000 1,800,000
Principal payments of bank borrowings... (500,000) (10,963,919) (1,550,000)
Preferred stock dividends............... (1,255,638) (1,205,210) (644,800)
Retirement of preferred stock........... -- (7,650) (74,357)
Payment of debt financing costs......... -- -- (10,256)
----------- ----------- ----------
Net cash provided by (used in)
financing activities................ 9,744,362 (176,779) (479,413)
----------- ----------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................. (697,728) 448,807 (268,899)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD.................................. 793,358 344,551 613,450
----------- ----------- ----------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD.................................. $ 95,630 793,358 344,551
=========== =========== ==========
NON CASH INVESTING ACTIVITIES
Accrued Capital Expenditures............ 1,981,276 1,290,658 81,230
</TABLE>
See notes to consolidated financial statements.
21
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1998, 1997, and 1996
<TABLE>
<CAPTION>
Series A Series B
Preferred Stock Preferred Stock Common Stock
----------------- ---------------- --------------------- Accumulated
Partners' Number Number Additional Other
Capital of Par of Par Number Paid-In Accumulated Comprehensive
(Deficit) Shares Value Shares Value of Shares* Par Value* Capital* Deficit Income
--------- ------- -------- ------- -------- ---------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1995............. $-- 734,859 734,859 -- -- 5,225,564 1,045,113 8,515,929 (633,089) --
Net income....... -- -- -- -- -- -- -- -- 381,445 --
Unrealized Change
in Marketable
Equitable
Securities....... -- -- -- -- -- -- -- -- -- (189,900)
Total
Comprehensive
Income (Loss)....
Preferred stock
dividends--Series
A ($.80 per
share)........... -- -- -- -- -- -- -- -- (644,800) --
Retirement of
preferred stock.. -- (10,000) (10,000) -- -- -- -- (64,357) -- --
Reinstatement of
preferred stock
under Appraisal
rights........... -- 76,290 76,290 -- -- -- -- (76,290) -- --
--- ------- -------- ------- -------- --------- ---------- ----------- ------------ ---------
Balance at
December 31,
1996............. $-- 801,149 801,149 -- -- 5,225,564 1,045,113 8,375,282 (896,444) (189,900)
Net loss......... -- -- -- -- -- -- -- -- (1,388,964) --
Unrealized Change
in Marketable
Equitable
Securities....... -- -- -- -- -- -- -- -- -- 274,300
Total
Comprehensive
Income (Loss)....
Issuance of
Series B
Preferred Stock.. -- -- -- 750,000 750,000 -- -- 6,750,000 -- --
Preferred stock
dividends
Series A ($.80
per share)....... -- -- -- -- -- -- -- -- (638,023) --
Series B ($.76
per share)...... -- -- -- -- -- -- -- -- (567,187) --
Conversion of
preferred stock
to Common stock.. -- (3,831) (3,831) -- -- 2,993 599 3,232 -- --
Employee Stock
grants........... -- -- -- -- -- 3,846 769 24,231 -- --
Retirement of
Series A
preferred stock.. -- (1,000) (1,000) -- -- -- -- (6,650) -- --
--- ------- -------- ------- -------- --------- ---------- ----------- ------------ ---------
Balance at
December 31,
1997............. $-- 796,318 796,318 750,000 750,000 5,232,403 1,046,481 15,146,095 (3,490,618) 84,400
Net loss......... -- -- -- -- -- -- -- -- (7,715,342) --
Unrealized Change
in Marketable
Equitable
Securities....... -- -- -- -- -- -- -- -- -- (485,300)
Total
Comprehensive
Income (Loss)....
Preferred stock
dividends........ -- -- -- -- -- -- -- -- (1,255,638) --
Employee and
director stock
grants........... -- -- -- -- -- 15,302 3,060 79,932 -- --
--- ------- -------- ------- -------- --------- ---------- ----------- ------------ ---------
Balance at
December 31,
1998............. $-- 796,318 $796,318 750,000 $750,000 5,247,705 $1,049,541 $15,226,027 $(12,461,598) $(400,900)
=== ======= ======== ======= ======== ========= ========== =========== ============ =========
<CAPTION>
Total
Stockholders'
Equity
-------------
<S> <C>
Balance at
December 31,
1995............. 9,662,812
Net income....... 381,445
Unrealized Change
in Marketable
Equitable
Securities....... (189,900)
-------------
Total
Comprehensive
Income (Loss).... 191,545
Preferred stock
dividends--Series
A ($.80 per
share)........... (644,800)
Retirement of
preferred stock.. (74,357)
Reinstatement of
preferred stock
under Appraisal
rights........... --
-------------
Balance at
December 31,
1996............. 9,135,200
Net loss......... (1,388,964)
Unrealized Change
in Marketable
Equitable
Securities....... 274,300
-------------
Total
Comprehensive
Income (Loss).... (1,114,664)
Issuance of
Series B
Preferred Stock.. 7,500,000
Preferred stock
dividends
Series A ($.80
per share)....... (638,023)
Series B ($.76
per share)...... (567,187)
Conversion of
preferred stock
to Common stock.. --
Employee Stock
grants........... 25,000
Retirement of
Series A
preferred stock.. (7,650)
-------------
Balance at
December 31,
1997............. 14,332,676
Net loss......... (7,715,342)
Unrealized Change
in Marketable
Equitable
Securities....... (485,300)
-------------
Total
Comprehensive
Income (Loss).... (8,200,642)
Preferred stock
dividends........ (1,255,638)
Employee and
director stock
grants........... 82,992
-------------
Balance at
December 31,
1998............. $4,959,388
=============
</TABLE>
- - -----
* All share and dollar amounts have been restated to retroactively reflect the
March 1998 reverse stock split
See notes to consolidated financial statements.
22
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
NOTE A--Description of Business
The Company is in the primary business of the exploration and production of
crude oil and natural gas. The subsidiaries have interests in such operations
in seven states, primarily in Louisiana and Texas. Two of the Company's
subsidiaries also had a minority interest in a natural gas pipeline joint
venture located in the state of Texas until such interest was sold in 1997.
NOTE B--Business Combinations
On January 31, 1997, the Company acquired the oil and gas properties of
La/Cal Energy Partners II ("La/Cal II") and certain working interest owners
for a purchase price of $16.5 million ("La/Cal II Acquisition"). The purchase
price was comprised of $1.5 million cash, the assumption of $7.5 million of
La/Cal II long-term debt and the issuance of 750,000 shares of Series B
convertible preferred stock of the Company ("Series B Preferred Stock") with
an aggregate liquidation value of $7.5 million. In connection with the La/Cal
II Acquisition, the Company borrowed an additional $9 million under its bank
credit facility, which was used to repay $7.5 million of La/Cal II debt and to
pay the $1.5 million cash portion of the purchase price. The Series B
Preferred Stock has a dividend rate of 8.25% per annum and each share of
Series B Preferred Stock is convertible into 1.12 shares of common stock. Such
shares are redeemable by the Company after January 31, 2001 at $10.00 per
share.
The La/Cal II acquisition was accounted for as a purchase business
combination and the operations of the related properties are included in the
Company's results of operations effective January 31, 1997.
NOTE C--Liquidity and Management's Plan
Liquidity--As disclosed in Note G, the Company's current liabilities include
the outstanding principal balance under the Company's credit facility of
$29,500,000. Additionally, the Company is unable to incur additional debt
under its credit facility or from any other sources until such time as its
stockholders' equity balance is greater than the liquidation preference of the
Series A Preferred Stock of approximately $7.9 million.
Management's Plan--Due to the Company's existing current working capital
deficiency, required pay downs under its credit facility and the restrictions
imposed by the Series A Preferred Stock, management is exploring a number of
alternatives that are directed toward making the Company profitable and
improving its liquidity. The principal strategies include:
1) raising additional capital through the issuance of equity securities;
or a combination of equity and subordinated debt;
2) acquisition of value enhancing oil and gas properties that offer
additional development opportunities and increased cash flow;
3) mergers and/or acquisitions by other entities;
4) reducing operating costs;
5) sale of certain oil and gas properties;
6) renegotiation or amendment of the Company's credit facility and
capital structure
As with any plan of this nature, its ultimate realization will depend upon
the cooperation of creditors, potential investors and others. As a result, the
outcome of the plan cannot presently be determined and no
23
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
adjustments related to the specific considerations of management's plan have
been made in the accompanying consolidated financial statements. Should the
plan not be completed, the Company may not be able to liquidate liabilities as
they come due.
NOTE D--Summary of Significant Accounting Policies
Principles of Consolidation--The consolidated financial statements include
the financial statements of Goodrich Petroleum Corporation, its wholly-owned
subsidiaries, and one of its wholly-owned subsidiary's three wholly-owned
subsidiaries. Significant intercompany balances and transactions have been
eliminated in consolidation.
Oil and gas revenues--Oil and gas revenues are recorded using the accrual
method of accounting.
Property and Equipment--The Company uses the successful efforts method of
accounting for exploration and development expenditures.
Leasehold acquisition costs are capitalized. When proved reserves are found
on an undeveloped property, leasehold cost is reclassified to proved
properties. Significant undeveloped leases are reviewed periodically, and a
valuation allowance is provided for any estimated decline in value. Cost of
all other undeveloped leases is amortized over the estimated average holding
period of the leases.
Costs of exploratory drilling are initially capitalized, but if proved
reserves are not found, the costs are subsequently expensed. All other
exploratory costs are charged to expense as incurred. Development costs are
capitalized, including the cost of unsuccessful development wells.
The Company follows SFAS No. 121 and recognizes an impairment is when the
net of future cash inflows expected to be generated by an identifiable long-
lived asset and cash outflows expected to be required to obtain those cash
inflows is less than the carrying value of the asset. The Company performs
this comparison for its oil and gas properties on a field-by-field basis. The
amount of such loss is measured based on the difference between the discounted
value of such net future cash flows and the carrying value of the asset. The
Company recorded such impairments in 1998 and 1997 in the amounts of
$1,076,000 and $550,000, respectively. The impairments were the result of
certain fields depleting earlier than anticipated.
Depreciation and depletion of producing oil and gas properties are provided
under the unit-of-production method. Proved developed reserves are used to
compute unit rates for unamortized tangible and intangible development costs,
and proved reserves are used for unamortized leasehold costs. Estimated
dismantlement, abandonment, and site restoration costs, net of salvage value,
are considered in determining depreciation and depletion provisions.
Gains and losses on disposals or retirements that are significant or include
an entire depreciable or depletable property unit are included in income. All
other dispositions, retirements, or abandonments are reflected in accumulated
depreciation, depletion, and amortization.
Cash and Cash Equivalents--Cash and cash equivalents include cash on hand,
demand deposit accounts and temporary cash investments with maturities of
ninety days or less at date of purchase.
Marketable Equity Securities--The Company has classified its investment in
marketable equity securities as available for sale. Accordingly, unrealized
holding gains and losses are excluded from earnings and are reported as other
comprehensive income until realized. The Company sold its marketable equity
securities in January 1999.
24
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
Investment in Pipeline Joint Venture--Prior to its sale in October 1997, the
Company's investment consisted of a 20% interest in an intrastate natural gas
pipeline joint venture. The Company's carrying basis in the investment was
established at August 15, 1995 (fair value) and was being amortized on a basis
which matched the amortization with the monthly maximum average contract
quantities over the estimated remaining term of the joint venture.
Amortization amounted to $-0-, $741,000 and $1,060,000 for the years ended
December 31, 1998, 1997 and 1996, respectively. The Company recorded its
equity in joint venture earnings as revenues in the statement of operations in
the periods when the contract payments were earned.
Income Taxes--The Company follows the provisions of SFAS No. 109, Accounting
for Income Taxes which requires income taxes be accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
Earnings Per Share--Basic income per Common share is computed by dividing
net income available for common stockholders, for each reporting period by the
weighted average number of Common shares outstanding during the period.
Diluted income per Common share is computed by dividing net income available
for common stockholders for each reporting period by the weighted average
number of Common shares outstanding during the period, plus the effects of
potentially dilutive Common shares.
Stock Based Compensation--The Company uses SFAS No. 123, Accounting for
Stock-Based Compensation, which permits entities to recognize as expense over
the vesting period the fair value of all stock-based awards on the date of
grant. Alternatively, SFAS No. 123 also allows entities to continue to apply
the provisions of APB Opinion No. 25 Accounting for Stock Issued to Employees
and provide pro forma net income and pro forma earnings per share and other
disclosures for employee stock options grants made in 1995 and future years as
if the fair-value-based method defined in SFAS No. 123 had been applied. The
Company has elected to continue to apply the provisions of APB Opinion No. 25
and provide the disclosure provisions of SFAS No. 123.
Commitments and Contingencies--Liabilities for loss contingencies, including
environmental remediation costs, arising from claims, assessments, litigation,
fines and penalties, and other sources are recorded when it is probable that a
liability has been incurred and the amount of the assessment and/or
remediation can be reasonably estimated. Recoveries from third parties which
are probable of realization are separately recorded, and are not offset
against the related environmental liability.
Use of Estimates--Management of the Company has made a number of estimates
and assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these consolidated
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
25
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
NOTE E--Fair Value of Financial Instruments
The following presents the carrying amounts and estimated fair values of the
Company's financial instruments at December 31, 1998 and 1997.
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
---------------------- ---------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Financial asset--
Marketable equity securities.... $ 358,700 358,700 844,000 844,000
Financial liabilities--
Other liabilities............... 0 0 160,520 160,520
Long-term debt (including
current maturities)............ $29,500,000 29,500,000 18,500,000 18,500,000
</TABLE>
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:
Cash and cash equivalents, accounts receivable, accounts payables and
accrued liabilities: The carrying amounts approximate fair value because of
the short maturity of those instruments. Therefore, these instruments were not
presented in the table above.
Marketable equity securities: Fair value is based on bid prices published in
financial media.
Other liabilities and long-term debt: The fair value is estimated by
discounting the future cash flows of each instrument at rates currently
offered to the Company for similar debt instruments of comparable maturities
by the Company's bankers.
NOTE F--Accrued Liabilities
Accrued liabilities as of December 31, 1998 and 1997 consisted of the
following:
<TABLE>
<CAPTION>
1998 1997
---------- ---------
<S> <C> <C>
Advanced billings.................................... $ 532,543 607,905
Accrued interest..................................... 347,663 400,069
Other................................................ 933,487 1,700,381
---------- ---------
$1,813,693 2,708,355
========== =========
</TABLE>
NOTE G--Indebtedness
Indebtedness at December 31, 1998 and 1997 consists of the following:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Borrowings under credit facility, interest, at prime or
LIBOR plus 2% (see below) (weighted average rate at
December 31, 1998--7.2%); principal due June 1, 2000... 29,500,000 18,500,000
Less current portion.................................... 29,500,000 --
---------- ----------
Long-term debt, excluding current portion............... $ -0- 18,500,000
========== ==========
</TABLE>
26
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
At December 31, 1998, the Company was not in compliance with a restrictive
covenant of its existing credit facility, and, accordingly, the entire
principal amount outstanding is presented in current maturities of long-term
debt. The amount outstanding under the credit facility as of December 31, 1998
was $29,500,000. On March 29, 1999 the Company signed a preliminary agreement
with Compass Bank to restructure its existing credit facility. The preliminary
credit agreement will allow the Company to be in compliance with all covenants
upon execution of the agreement. The preliminary agreement provides for a
borrowing base facility of $20,500,000 with monthly reductions of $50,000
beginning on April 1, 1999 and May 1, 1999, $200,000 on June 1, 1999, and
$300,000 on July 1, 1999 and each month thereafter. Semi-annual borrowing base
determinations will be made beginning July 1, 1999 based in part on the
Company's oil and gas reserve information. The maturity date for amounts drawn
under the bank Borrowing Base facility is February 1, 2001. Interest on such
facility is based on LIBOR plus 2% and rates are set on specific draws for
one, two, three or six month periods at the option of the Company.
The preliminary agreement also establishes a Tranche A facility in the
amount of $9,000,000. The maturity date for the Tranche A facility is December
1, 1999. The Tranche A requires that excess cash flow from operations, as
defined in the agreement, be applied to outstanding principal and interest
until the maturity date, with interest based on the Compass Bank Index Rate
plus 2%.
The preliminary agreement requires the net proceeds of asset sales be used
to extinguish outstanding principal and interest under the borrowing base
facility and Tranche A. Additionally, under the terms of the preliminary
agreement, the Company may not make any distributions or pay dividends,
including dividends on any class of its preferred stock, until Tranche A is
paid in full.
Additionally, budgeted capital expenditures are required to be approved by
the Lender prior to closing, and such approval shall be effective for a period
of six months or until such time as an increase is requested. Furthermore,
provided actual capital expenditures do not exceed the approved budgeted
amount, the determination of capital expenditures is at the sole discretion of
the Company. The preliminary agreement also requires that the Company's vendor
accounts payable balance shall not exceed $2,500,000 as of June 30, 1999. The
Company's vendor accounts payable balance was $3,721,000 at December 31, 1998.
The preliminary agreement is subject to definitive documentation and Lender
credit approval.
Substantially all of the Company's assets are pledged to secure this credit
facility.
Interest paid during 1998, 1997 and 1996 amounted to $1,904,809, $1,038,221
and $562,593, respectively.
NOTE H--Stockholders' Equity
Common Stock--On March 12, 1998 the Company effected a one for eight reverse
stock split of its common stock. All share and per share amounts of all
periods presented have been adjusted to retroactively give effect to the
reverse stock split.
At December 31, 1998 unissued shares of Goodrich common stock were reserved
in the amount of 1,167,717 shares for the conversion of convertible preferred
stock and 342,692 shares for stock option plans.
Preferred Stock
The Series A Convertible Preferred Stock has a par value of $1.00 per share
with a liquidation preference of $10.00 per share, and is convertible at the
option of the holder at any time, unless earlier redeemed, into shares of
Common Stock of the Company at an initial conversion rate of .417 shares of
Common stock per share of Series A Preferred. The Series A Preferred Stock
also will automatically convert to Common Stock if the closing price for the
Series A Preferred Stock exceeds $15.00 per share for ten consecutive trading
days. The Series A Preferred Stock is redeemable in whole or in part, at
$12.00 per share, plus accrued and unpaid dividends. Dividends on the Series A
Preferred Stock accrue at an annual rate of 8% and are cumulative.
27
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
The Company issued 750,000 shares of Series B Convertible Preferred Stock in
connection with its acquisition of the La/Cal II properties on January 31,
1997. The Series B Convertible Preferred Stock has a par value of $1.00 per
share with a liquidation preference of $10.00 per share and rank junior to the
Series A Preferred Stock. The shares of Series B Preferred Stock are convertible
at the option of the holder at any time, unless earlier redeemed, into shares of
Common Stock of the Company at the conversion rate of 1.12 shares of Common
Stock per share of Series B Preferred Stock. The Series B Preferred Stock are
not redeemable by the Company prior to January 31, 2001, and subsequently, are
redeemable at $10.00 per share. Dividends on the Series B Preferred Stock accrue
at an annual rate of 8.25% and are cumulative.
Stock Option and Incentive Programs--Goodrich currently has two plans which
provide for stock option and other incentive awards for the Company's key
employees, consultants and directors. The Goodrich Petroleum Corporation 1995
Stock Option Plan allows the Board of Directors to grant stock options,
restricted stock awards, stock appreciation rights, long-term incentive awards
and phantom stock awards, or any combination thereof to key employees and
consultants. The Goodrich Petroleum Corporation 1997 Director Compensation
Plan provides for the grant of stock and options to each director who is not
and has never been an employee of the Company. Additionally, Goodrich assumed
certain outstanding stock options of Patrick as a result of the business
combination in 1995.
The Goodrich plans authorize grants of options to purchase up to a combined
total of 437,500 shares of authorized but unissued common stock. Stock options
are generally granted with an exercise price equal to the stock's fair market
value at the date of grant and all stock options granted under the 1995 Stock
Option Plan generally have ten year terms and five year pro rata vesting.
The per share weighted-average fair value of stock options granted during
1998, 1997 and 1996 was $2.17, $2.57 and $3.06 on the date of grant using the
Black Scholes option-pricing model with the following weighted-average
assumptions: 1998--expected dividend yield 0%, risk-free interest rate of
7.5%, and an expected life of 6 years; 1997--expected dividend yield 0%, risk-
free interest rate of 7.5%, and an expected life of 6 years; 1996--expected
dividend yield 0%, risk-free interest rate of 7.5%, and an expected life of 6
years; expected volatility of stock over expected life of the options--35%.
The Company applies APB Opinion No. 25 in accounting for its plans and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based
on the fair value at the grant date for its stock options under SFAS No. 123,
the Company's net income (loss) would have been reduced to the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ---------- --------
<S> <C> <C> <C> <C>
Net income (loss).............. As reported $(7,715,342) (1,388,964) 381,445
Pro forma (7,715,342) (1,452,644) 225,135
Earnings (loss) applicable to
common stock.................. As reported (8,970,980) (2,594,174) (263,355)
Pro forma (8,970,980) (8,970,980) (419,665)
Basic and diluted earnings
(loss) per average common
share......................... As reported (1.71) (.50) (.05)
Pro forma (1.71) (.51) (.08)
</TABLE>
Earnings Per Share--Both series of the Company's convertible preferred stock
and its stock options are considered to be potential common stock but have not
been included in the computation of diluted earnings per share because to do
so would have been antidillutive for all periods presented.
28
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
Stock option transactions during 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
Weighted Average
Remaining
Number of Weighted Average Range of Contractual
Options Exercise Price Exercise Price Life
---------------- ------------------------------------ -----------------
Patrick Patrick Patrick Patrick
Total Only Total Only Total Only Total Only
------- ------- -------- ----------------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding January 1,
1996................... 333,200 196,950 14.24 18.56
Granted--1995 Stock
Option Plan........... 49,375 -- 6.08 --
Granted--1995 Non-
Employee Director
Stock Option Plan..... 11,250 -- 7.52 --
Expiration of Options.. (39,883) (39,883) 18.00 18.00
------- -------
Outstanding December 31,
1996 353,942 157,067 12.48 18.70 $6.00 to $16.00 to 5.4 yrs. 2.0 yrs.
$24.00 $24.00
Granted--1995 Stock
Option Plan........... 67,500 -- 6.48 --
Granted--1995 Non-
Employee Director
Stock Option Plan..... 6,250 -- 5.52 --
Expiration of Options.. (86,250) (86,250) 18.80 18.78
------- -------
Outstanding December 31,
1997 341,442 70,817 9.60 18.60 $5.50 to $16.00 to 7.4 yrs. 4.2 yrs.
======= =======
$24.00 $24.00
Granted--1995 Stock
Option Plan........... 144,000 -- 5.98 --
Granted--1998 Non-
Employee Director
Stock Option Plan..... 10,000 -- 5.98 --
Expiration of Options.. (62,190) (5,625) 7.88 19.33
------- -------
Outstanding December 31,
1998 433,252 65,192 $5.50 to $16.00 to 7.0 yrs. 3.4 yrs.
======= =======
$24.00 $24.00
Exercisable December 31,
1996................... 219,129 157,067 15.63 18.70
Exercisable December 31,
1997................... 172,317 70,817 $ 12.13 18.60
Exercisable December 31,
1998................... 208,379 65,192 $ 10.86 18.54
</TABLE>
At the February 25, 1999 meeting, the Board of Directors approved a stock
option surrender/regrant program whereby employees and directors of the
Company could surrender their present options and be regranted options equal
to 75% of their previous number of options. Vesting periods for the new
options began with the regrant date and the options have an exercise price
equal to the closing stock price on the date of declaration by the Board of
Directors.
NOTE I--Commitments and Contingencies
The U.S. Environmental Protection Agency ("EPA") has identified the Company
as a potentially responsible party ("PRP") for the cost of clean-up of
"hazardous substances" at an oil field waste disposal site in Vermilion
Parish, Louisiana. The Company has estimated that the remaining cost of long-
term clean-up of the site will be approximately $3.5 million with the
Company's percentage of responsibility to be approximately 3.05%. As of
December 31, 1998, the Company has paid approximately $321,000 in costs
related to this matter and has $92,000 accrued for the remaining liability.
These costs have not been discounted to their present value. The EPA and the
PRPs will continue to evaluate the site and revise estimates for the long-term
clean-up of the site. There can be no assurance that the cost of clean-up and
the Company's percentage responsibility will not be higher than currently
estimated. In addition, under the federal environmental laws, the liability
costs for the
29
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
clean-up of the site is joint and several among all PRPs. Therefore, the
ultimate cost of the clean-up to the Company could be significantly higher
than the amount presently estimated or accrued for this liability.
Additionally, the Company is party to a number of lawsuits arising in the
normal course of business. The Company has defended and intends to continue to
defend these actions vigorously and believes, based on currently available
information, that adverse results or settlements, if any, in excess of
insurance coverage or amounts already provided, will not be material to its
financial position, liquidity or results of operations.
NOTE J--Income Taxes
Income tax expense for the years ending December 31, 1998, 1997 and the
period from August 15, 1996 through December 31, 1996 consists of:
<TABLE>
<CAPTION>
Current Deferred Total
------- -------- -----
<S> <C> <C> <C>
Year ended December 31, 1998:
U.S. Federal.................................... $ -- -- --
State........................................... -- -- --
------- ------- ---
-- -- --
======= ======= ===
Year Ended December 31, 1997:
U.S. Federal.................................... $14,643 (14,643) --
State........................................... -- -- --
------- ------- ---
14,643 (14,643) --
======= ======= ===
Year Ended December 31, 1996:
U.S. Federal.................................... $ -- -- --
State........................................... -- -- --
------- ------- ---
-- -- --
======= ======= ===
</TABLE>
Following is a reconciliation of the U.S. statutory income tax rate to the
Company's effective rate on income (loss) before income taxes for the years
ended December 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
U.S. Statutory Income Tax Rate......................... (35.0)% (35.0)% 35.0%
Increase in deductible temporary differences for which
no benefit recorded................................... 34.6 34.9 --
Change in the beginning of the year balance of the
valuation allowance allocated to income tax income
expense............................................... -- -- (35.5)
Nondeductible expenses................................. .4 .1 .5
----- ----- -----
-- -- --
===== ===== =====
</TABLE>
The significant components of deferred income tax expense for the years
ended December 31, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---------- ----
<S> <C> <C> <C>
Deferred tax benefit (exclusive of utilization of net
operating loss carryforwards).......................... -- (1,023,016) --
Utilization of net operating loss carryforward.......... -- 1,008,373 --
--- ---------- ---
$-- (14,643) --
=== ========== ===
</TABLE>
30
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1998 and 1997 are presented below.
<TABLE>
<CAPTION>
December 31, December 31,
1998 1998
------------ ------------
<S> <C> <C>
Deferred tax assets:
Differences between book and tax basis of:
Marketable equity securities................ $ 280,471 96,616
Contingent liabilities...................... 158,873 198,469
Consulting agreement contracts.............. -- 56,182
Other....................................... 65,199 65,199
Operating loss carryforwards.................. 13,109,624 11,742,835
Statutory depletion carryforward.............. 5,657,865 5,615,003
AMT Tax credit carryforward................... 1,477,872 1,460,869
Investment tax credit carryforward............ 98,574 189,336
------------ ------------
Total gross deferred tax assets............... 20,848,478 19,424,509
Less valuation allowance...................... (19,104,959) (16,884,247)
------------ ------------
Net deferred tax assets....................... 1,743,519 2,540,262
------------ ------------
Deferred tax liability:
Differences between book and tax basis of:
Property and equipment...................... (1,703,876) (2,500,619)
------------ ------------
Total gross deferred liability................ (1,703,876) (2,500,619)
------------ ------------
Net deferred tax asset........................ $ 39,643 39,643
============ ============
</TABLE>
The valuation allowance for deferred tax assets increased $2,221,000 for the
year ended December 31, 1998 and decreased $3,845,000 for the year ended
December 31, 1997. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. Based primarily upon the level of projections for
future taxable income generated primarily by the reversal of future taxable
temporary differences over the periods which the deferred tax assets are
deductible, management believes it is more likely than not the Company will
realize the benefits of these deductible differences, net of the existing
valuation allowance at December 31, 1998. The amount of the deferred tax
assets considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
31
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
The following table summarizes the amounts and expiration dates of operating
loss and investment tax credit carryforwards:
<TABLE>
<CAPTION>
Investment tax credit
Operating loss carryforwards carryforwards
---------------------------- ---------------------
Amount Expires Amount Expires
------ ------- ------- -------
<S> <C> <C> <C>
$ 973,053 2005 $96,466 2001
7,093,823 2006 2,108 2002
8,860,622 2007
4,285,746 2008
3,247,494 2009
5,480,870 2010
600,706 2011
1,926,031 2012
5,075,182 2018
----------- -------
$37,543,527 $98,574
=========== =======
</TABLE>
As a result of the August 15, 1995 business combination, the Company's
annual utilization of its net operating and statutory depletion carryforwards
generated prior to the business combination are limited under Internal Revenue
Code Section 382. Such limitation is determined annually and is comprised of a
base amount of $1,682,797 plus any recognized "built in gains" existing at
August 15, 1995. Such limitation amounted to $13,056,000 in 1997 and is
estimated to be $19,727,000 in 1998.
The Company's statutory depletion carryforwards and AMT credit carryovers
have no expiration date.
The Company paid income taxes of $4,344, $0 and $107,237 in 1998, 1997 and
1996, respectively.
NOTE K--Related Party Transactions.
The Company entered into transactions with Goodrich Oil Company as described
below. Goodrich Oil Company is owned by Henry Goodrich who is the chairman of
the Company and the father of Walter G. Goodrich, the Company's President and
Chief Executive Officer.
During 1998, 1997 and 1996, the Company paid Goodrich Oil Company $0,
$74,981 and $118,775 for certain general and administrative expenses. There
were no amounts payable to Goodrich Oil Company at December 31, 1998 and 1997.
Goodrich Oil Company ceased to exist as an operating company in May 1997.
The Company paid $180,000, $167,500 and $150,000 to the Company's Chairman,
Mr. Henry Goodrich during 1998, 1997 and 1996, respectively, under a
consulting agreement which expires in August 2000.
NOTE L--Natural Gas and Crude Oil Cost Data and Results of Operations.
The following reflects the Company's capitalized costs related to natural
gas and oil activities at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------------ ----------
<S> <C> <C>
Proved properties................................ $ 49,916,276 39,343,362
Unproved properties.............................. 3,412,897 1,811,325
------------ ----------
53,329,173 41,154,687
Less accumulated depreciation and depletion...... 13,592,827 8,798,501
------------ ----------
Net property and equipment..................... $ 39,736,346 32,356,186
============ ==========
</TABLE>
32
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
The following table reflects certain data with respect to natural gas and
oil property acquisitions, exploration and development activities:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1998 1997 1996
----------- ---------- ---------
<S> <C> <C> <C>
Property acquisition
Proved $ 129,325 17,308,540(a) 7,068
Unproved............................ 2,446,474 886,647 231,053
Exploration........................... 8,718,682 5,535,783 3,866,205
Development........................... 8,169,741 3,598,177 359,075
----------- ---------- ---------
$19,464,222 27,329,147 4,463,401
=========== ========== =========
</TABLE>
- - --------
(a) Includes properties acquired in the La/Cal II Acquisition including
portions funded with Serial B Preferred Stock ($7,500,000)
Results of operations for natural gas and oil producing activities follow:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------
1998 1997 1996
----------- ----------- ---------
<S> <C> <C> <C>
Sales to unaffiliated customers............ $ 9,836,863 11,351,586 7,687,748
Production costs (lease operating expense
and taxes)................................ 2,821,515 2,316,006 1,614,584
Exploration expenses....................... 6,010,425 3,205,730 1,149,240
Impairment of oil and gas properties....... 1,075,853 549,792 --
Depreciation, depletion and amortization... 4,038,547 4,065,998 2,684,494
----------- ----------- ---------
13,946,340 10,137,526 5,448,318
----------- ----------- ---------
Results of operations...................... $(4,109,477) 1,214,060 2,239,430
=========== =========== =========
</TABLE>
No income taxes have been reflected above for the Company due to its
estimate that net operating loss and statutory depletion loss carryforwards
will be utilized to offset future taxable income.
NOTE M--Concentrations of Credit Risk and Significant Customers
Due to the nature of the industry the Company sells its oil and natural gas
production to a limited number of purchasers and, accordingly, amounts
receivable from such purchasers could be significant. Additionally, prior to
the sale of the Company's interest in its pipeline joint venture in 1997, it
received net monthly payments from its partner, Mitchell Marketing Company.
Revenues from these sources as a percent of total revenues for the periods
presented were as follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
----------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Seaber Corporation of Louisiana............................ 47% 44% 35%
Texaco..................................................... 12% 11% --
Navajo Refining Company.................................... 11% -- --
Mobil Oil Corporation...................................... -- 10% 22%
Mitchell Marketing Company................................. -- 9% 16%
</TABLE>
33
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
NOTE N--Sales of Assets
On January 5, 1999 the Company sold its investment in marketable equity
securities. Proceeds from the sale amounted to $240,000 and resulted in a
realized loss of $520,000.
On April 22, 1998 the Company sold its interest in certain oil and gas
properties located in Texas for $49,000 resulting in a gain of $4,000.
On October 16, 1997, the Company sold its 20% interest in a natural gas
pipeline joint venture. The adjusted sales price was $3,564,000 and the
Company recognized a gain on the sale (both pre-tax and after-tax) in the
fourth quarter of 1997 of $688,304.
The Company sold its interests in certain oil and gas properties located in
Montana for $370,000 in 1997, resulting in a gain of $18. The Company sold its
interest in certain oil and gas properties located in North Dakota for
$325,000 in 1996, resulting in a gain of $88,000.
NOTE O--Acquisition of Oil Gas Properties
On January 31, 1997, the Company acquired the oil and gas properties of
La/Cal Energy Partners II ("La/Cal II") and certain working interest owners
for a purchase price of $16.5 million ("La/Cal II Acquisition"). The purchase
price was comprised of $1.5 million cash, the assumption of $7.5 million
La/Cal II long-term debt and the issuance of 750,000 shares of Series B
convertible preferred stock of the Company ("Series B Preferred Stock") with
an aggregate liquidation value of $7.5 million. In connection with the La/Cal
II Acquisition, the Company increased its borrowing base to $22.5 million and
borrowed an additional $9 million to payoff La/Cal II's debt and to pay the
cash portion of the purchase price.
Selected results of operations on a pro forma basis as if the La/Cal II
Acquisition had occurred on January 1, 1997 and January 1, 1996, respectively
are as follows:
<TABLE>
<CAPTION>
For the year ended
December 31,
----------------------
1997 1996
---------- ----------
(Unaudited
<S> <C> <C>
Revenues.......................................... 13,422,000 14,370,000
Net income (loss)................................. (1,154,000) 1,715,000
Earnings (loss) applicable to common stock........ (2,411,000) 451,000
Basic and diluted earnings (loss) per average
common share..................................... (.46) .09
</TABLE>
NOTE P--Supplemental Oil and Gas Reserve Information (Unaudited)
The supplemental oil and gas reserve information that follows is presented
in accordance with SFAS No. 69, Disclosures about Oil and Gas Producing
Activities. The schedules provide users with a common base for preparing
estimates of future cash flows and comparing reserves among companies.
Additional background information follows concerning the schedules.
Schedules 1 and 2--Estimated Net Proved Oil and Gas Reserves
Substantially all of the Company's reserve information related to crude oil,
condensate, and natural gas liquids and natural gas was compiled based on
evaluations performed by Coutret and Associates, Inc. All of the subject
reserves are located in the continental United States.
34
<PAGE>
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1998
Many assumptions and judgmental decisions are required to estimate reserves.
Quantities reported are considered reasonable but are subject to future
revisions, some of which may be substantial, as additional information becomes
available. Such additional knowledge may be gained as the result of reservoir
performance, new geological and geophysical data, additional drilling,
technological advancements, price changes, and other factors.
Regulations published by the Securities and Exchange Commission define
proved reserves as those volumes of crude oil, condensate, and natural gas
liquids and natural gas that geological and engineering data demonstrate with
reasonable certainty are recoverable from known reservoirs under existing
economic and operating conditions. Proved developed reserves are those volumes
expected to be recovered through existing wells with existing equipment and
operating methods. Proved undeveloped reserves are those volumes expected to
be recovered as a result of making additional investment by drilling new wells
on acreage offsetting productive units or recompleting existing wells.
Schedule 3--Standardized Measure of Discounted Future Net Cash Flows to Proved
Oil and Gas Reserves
SFAS No. 69 requires calculation of future net cash flows using a ten
percent annual discount factor and year end prices, costs, and statutory tax
rates, except for known future changes such as contracted prices and
legislated tax rates.
The calculated value of proved reserves is not necessarily indicative of
either fair market value or present value of future cash flows because prices,
costs, and governmental policies do not remain static; appropriate discount
rates may vary; and extensive judgment is required to estimate the timing of
production. Other logical assumptions would likely have resulted in
significantly different amounts. Average crude oil prices received for oil and
the average price received by well for natural gas, effective at the end of
each year, were used for this calculation, and were $9.37 per bbl and $2.24
per Mcf, respectively as of December 31, 1998, and $16.50 per Bbl and $2.59
per Mcf, respectively as of December 31, 1997, and $23.88 per Bbl and $4.17
per Mcf, respectively as of December 31, 1996. Oil prices have subsequently
increased while gas prices have subsequently declined from December 31, 1998
levels.
Schedule 3 also presents a summary of the principal reasons for change in
the standard measure of discounted future net cash flows for each of the three
years in the period ended December 31, 1998.
35
<PAGE>
Schedule 1--Estimated Net Proved Gas Reserves (Mcf)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Proved:
Balance, beginning of period............. 37,570,614 18,184,738 18,887,189
Revisions of previous estimates.......... (8,393,772) (1,582,986) (3,989,734)
Purchase of minerals in place............ 226,778 3,761,481 3,594
Extensions, discoveries, and other
additions............................... 1,656,200 19,707,712 4,961,754
Production............................... (2,782,825) (2,449,320) (1,623,377)
Sales of minerals in place............... (132,685) (51,011) (54,688)
---------- ---------- ----------
Balance, end of period................... 28,144,310 37,570,614 18,184,738
========== ========== ==========
Proved developed:
Beginning of period...................... 16,600,669 13,911,003 13,815,905
End of period............................ 21,481,946 16,600,669 13,911,003
</TABLE>
Schedule 2--Estimated Net Proved Oil Reserves (Barrels)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Proved:
Balance, beginning of period................ 4,098,390 1,050,210 940,147
Revisions of previous estimates............. (988,611) 132,327 44,980
Purchase of minerals in place............... 0 1,614,779 --
Extensions, discoveries, and other
additions.................................. 299,799 1,685,438 278,129
Production.................................. (316,768) (282,380) (165,964)
Sale of minerals in place................... 0 (101,984) (47,082)
--------- --------- ---------
Balance, end of period...................... 3,092,810 4,098,390 1,050,210
========= ========= =========
Proved, developed:
Beginning of period......................... 2,292,626 969,868 920,557
End of period............................... 2,266,854 2,292,626 969,868
</TABLE>
Schedule 3--Standardized Measure of Discounted Future Net Cash Flows Related to
Proved Oil and Gas Reserves
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1998 1997 1996
-------- ------- -------
(in thousands)
<S> <C> <C> <C>
Future cash inflows............................... 86,449 155,542 96,668
Future production and development costs........... (24,339) (26,906) (11,303)
Future income tax expense(a)...................... --0-- (24,177) (13,624)
-------- ------- -------
Future net cash flows............................. 62,110 104,459 72,013
10% annual discount for estimated timing of cash
flows............................................ (21,475) (40,456) (24,656)
-------- ------- -------
Standardized measure of discounted future net cash
flows............................................ $ 40,635 64,003 47,357
======== ======= =======
Average year end prices:
Natural gas (per Mcf)........................... $ 2.24 2.59 4.17
Crude oil (per Bbl)............................. $ 9.37 16.50 23.88
</TABLE>
- - --------
(a) Taxable income for 1998 period was entirely offset by available net
operating loss carry forwards.
36
<PAGE>
The following are the principal sources of change in the standardized
measure of discounted net cash flows for the years shown:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1998 1997 1996
-------- ------- ------
(in thousands)
<S> <C> <C> <C>
Net changes in prices and production costs related
to future production.............................. $(31,820) (32,327) 24,061
Sales and transfers of oil and gas produced, net of
production costs.................................. (7,015) (9,036) (6,073)
Net change due to revisions in quantity estimates.. (12,464) (991) (8,730)
Net change due to extensions, discoveries and
improved recovery................................. 3,006 37,465 15,532
Net change due to purchase and sales of minerals-
in-place.......................................... 82 16,065 (792)
Development costs incurred during the period....... 2,198 3,598 359
Net change in income taxes......................... 14,093 (4,094) (6,524)
Accretion of discount.............................. 7,810 5,736 3,036
Change in production rates (timing) and other...... 742 230 (394)
-------- ------- ------
$(23,368) 16,646 20,475
======== ======= ======
</TABLE>
37
<PAGE>
GOODRICH PETROLEUM CORPORATION
Consolidated Quarterly Income Information
(Unaudited)
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1998
Revenues.............. $2,433,577 2,264,397 2,697,743 3,196,156 10,591,873
Costs and Expenses.... 3,446,298 5,215,164 4,813,328 4,836,631 18,311,421
Gain on sale of
assets............... 4,206 -- -- -- 4,206
Net income (loss)..... (1,008,515) (2,950,767) (2,115,585) (1,640,475) (7,715,342)
Preferred stock
dividends............ 313,912 313,902 313,912 313,912 1,255,638
Earnings (loss)
applicable to common
stock................ (1,322,427) (3,264,669) (2,429,497) (1,954,387) (8,970,980)
Basic earnings (loss)
per average common
share................ (.25) (.62) (.46) (.37) (1.71)
Diluted earnings
(loss) per average
common share......... $ (.25) (.62) (.46) (.37) (1.71)
1997
Revenues.............. $3,597,401 3,068,455 3,170,563 3,064,942 12,901,361
Costs and Expenses.... 2,860,461 3,049,380 3,409,319 5,659,469 14,978,629
Gain on sale of
assets............... 18 -- -- 688,286 688,304
Net income (loss)..... 736,958 19,075 (238,756) (1,906,241) (1,388,964)
Preferred stock
dividends............ 263,315 314,102 313,891 313,902 1,205,210
Earnings (loss)
applicable to common
stock................ 473,643 (295,027) (552,647) (2,220,143) (2,594,174)
Basic earnings (loss)
per average common
share................ .09 (.06) (.11) (.42) (.50)
Diluted earnings
(loss) per average
common share......... $ .09 (.06) (.11) (.42) (.50)
</TABLE>
Prior to the sale of the Company's pipeline joint venture interest in the
fourth quarter of 1997, the Company's quarterly revenues and costs and
expenses were impacted by the fact that the pipeline joint venture contract
required higher revenue payments in November through March versus April
through October. Accordingly, the Company recorded the revenues as earned and
matched related amortization with such revenues. Related revenue and
amortization amounts for the first, second, third and fourth quarters of 1997
were approximately $551,000, $268,000, $266,000 and $0 and $392,000, $174,000,
$174,000 and $0, respectively.
The first, second, third and fourth quarter of 1998 cost and expense amounts
contain costs amounting to $0, $2,107,000, $1,496,000 and $81,000,
respectively, related to dry holes. The fourth quarter amount also contains
impairment of oil and gas properties of $1,076,000.
The third and fourth quarter 1997 cost and expense amounts contain costs
amounting to $472,000 and $1,855,000, respectively, related to dry holes. The
fourth quarter amount also contains impairment of oil and gas properties of
$550,000.
All earnings (loss) per share information has been adjusted to give
retroactive effect to the one-for-eight reverse stock split in March 1998.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None
38
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
*
Item 11. Executive Compensation.
*
Item 12. Security Ownership of Certain Beneficial Owners and Management.
*
Item 13. Certain Relationships and Related Transactions.
*
*Reference is made to information under the captions "Election of Directors",
"Executive Compensation", "Security Ownership of Certain Beneficial Owners and
Management", and "Certain Relationships and Related Transactions", in the
Company's Proxy Statement for the 1999 Annual Meeting of Stockholders.
39
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)1. Financial Statements
The following consolidated financial statements of Goodrich Petroleum
Corporation are included in Part II, Item 8:
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Independent Auditors' Report............................................ 18
Consolidated Balance Sheets--December 31, 1998 and 1997................. 19
Consolidated Statements of Operations--Years ended December 31, 1998,
1997 and 1996.......................................................... 20
Consolidated Statements of Cash Flows--Years ended December 31, 1998,
1997 and 1996.......................................................... 21
Consolidated Statements of Stockholders' Equity--Years ended December
31, 1998, 1997 and 1996................................................ 22
Notes to Consolidated Financial Statements--Years ended December 31,
1998, 1997 and 1996.................................................... 23-37
Consolidated Quarterly Income Information (Unaudited)................... 38
</TABLE>
2. Financial Statement Schedules
The schedules for which provision is made in Regulation S-X are not required
under the instructions contained therein, are inapplicable, or the information
is included in the footnotes to the financial statements.
(b) Reports on Form 8-K
None
(c) Exhibits
<TABLE>
<C> <S>
3(i).1 Amended and Restated Certificate of Incorporation of the Company
dated August 15, 1995, and filed with the Secretary of State of the
State of Delaware on August 15, 1995 (Incorporated by reference to
Exhibit 3.1 of the Company's Quarterly Report filed on Form 10-Q for
the three months ended September 30, 1995).
3(i).2 Certificate of Amendment of Restated Certificate of Incorporation of
Goodrich Petroleum Corporation dated March 12, 1998.
3(ii).1 Bylaws of the Company, as amended and restated (Incorporated by
reference to Exhibit 3.2 of the Company's Quarterly Report filed on
Form 10-Q for the three months ended September 30, 1995).
4.1 Credit Agreement Between Goodrich Petroleum Company of Louisiana and
Compass Bank-Houston dated August 15, 1995 and Amendment thereto
dated December 15, 1995. (Incorporated by reference to Exhibit 4.1 of
the Company's Annual Report filed on Form 10-K for the year ended
December 31, 1995)
4.2 Second Amendment to Credit Agreement between Goodrich Petroleum
Company of Louisiana and Compass Bank dated June 1, 1996
(Incorporated by reference to Exhibit 4 of the Company's Quarterly
Report filed on Form 10-Q for the three months ended June 30, 1996.)
4.3 Third Amendment to Credit Agreement between Goodrich Petroleum
Company of Louisiana, GPC, Inc. of Louisiana and Compass Bank dated
January 31, 1997. (Incorporated by reference to Exhibit 4.3 of the
Company's Annual Report filed on Form 10-K for the year ended
December 31, 1996.
4.4 Fourth Amendment to Credit Agreement between Goodrich Petroleum
Company of Louisiana, GPC, Inc. of Louisiana and Compass Bank dated
June 1, 1997. (Incorporated by reference to Exhibit 4.4 of the
Company's Form 10-Q for the year ended March 31, 1997.)
4.5 Fifth Amendment to Credit Agreement between Goodrich Petroleum
Company of Louisiana, GPC, Inc. of Louisiana and Compass Bank dated
October 16, 1997. (Incorporated by reference to Exhibit 4.4 of the
Company's Form 10-Q for the year ended March 31, 1997.)
4.6 Specimen Common Stock Certificate. (Incorporated by reference to
Exhibit 4.6 of the Company's Registration Statement filed February
20, 1996 on Form S-8 (File No. 33-01077)).
</TABLE>
40
<PAGE>
<TABLE>
<C> <S>
4.7 Series B Convertible Preferred Stock Certificate of Designations.
(Incorporated by reference to Exhibit 4.6 of the Company's Annual Report
on Form 10-K for the year ended December 31, 1996).
4.8 Amendment letter related to the Credit Agreement between Goodrich
Petroleum Company of Louisiana, GPC, Inc. of Louisiana and Compass Bank
dated August 27, 1998.
4.9 Sixth amendment to the Credit Agreement between Goodrich Petroleum
Company of Louisiana and Compass Bank dated March 27, 1998.
4.10 Seventh amendment to the Credit Agreement between Goodrich Petroleum
Company, LLC (formerly Goodrich Petroleum Company of Louisiana) and
Compass Bank dated December 21, 1998.
10.1 Goodrich Petroleum Corporation 1995 Stock Option Plan (Incorporated by
reference to Exhibit 10.21 to the Company's Registration Statement filed
June 13, 1995 on Form S-4 (File No. 33-58631)).
10.2 Patrick Petroleum Company 1993 Stock Option Plan (Incorporated by
reference to Exhibit 10.11 to the Company's Registration Statement filed
June 13, 1995 on Form S-4 (File No. 33-58631)).
10.3 Form of Marketing Agreement between the Company and Natural Gas
Ventures, L.L.C. (Incorporated by reference to Exhibit 10.19 to the
Company's Registration Statement filed June 13, 1995 on Form S-4 (File
No. 33-58631)).
10.4 Natural Gas Marketing Joint Venture Agreement between Seaber Corporation
and Natural Gas Ventures, L.L.C. (Incorporated by reference to Exhibit
10.20 to the Company's Registration Statement filed June 13, 1995 on
Form S-4 (File No. 33-58631)).
10.5 Form of Consulting Services Agreement between the Company and Henry
Goodrich (Incorporated by reference to Exhibit 10.23 to the Company's
Registration Statement filed June 13, 1995 on Form S-4 (File No. 33-
58631)).
10.6 Form of Employment Agreement between the Company and Walter G. Goodrich
(Incorporated by reference to Exhibit 10.24 to the Company's
Registration Statement filed June 13, 1995 on Form S-4 (File No. 33-
58631)).
10.7 Consulting Agreement with U.E. Patrick (Incorporated by reference to
Exhibit 10.25 to the Company's Registration Statement filed June 13,
1995 on Form S-4 (File No. 33-58631)).
10.8 Consulting Services Agreement between Leo E. Bromberg and Goodrich
Petroleum Corporation (Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report filed on Form 10-Q for the three months ended
September 30, 1995).
10.9 Goodrich Petroleum Corporation 1997 Director Compensation Plan
(Incorporated by reference to the Company's Proxy statement dated May
20, 1998)
21 Subsidiaries of the Registrant
Goodrich Petroleum Corporation, Inc. of Louisiana--incorporated in the
state of Nevada
Goodrich Petroleum Company LLC--incorporated in state of Louisiana
Subsidiaries of Goodrich Petroleum Company of Louisiana
Drilling & Workover Company, Inc.--incorporated in state of Louisiana
LECE, Inc.--incorporated in the state of Texas
National Market Company--incorporated in state of Delaware
23 Consent of KPMG LLP
27 Financial Data Schedule, included elsewhere herein
</TABLE>
41
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
GOODRICH PETROLEUM CORPORATION
(Registrant)
Date: March 29, 1999 /s/ Walter G. Goodrich
By___________________________________
Walter G. Goodrich, President,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Date: March 29, 1999
<TABLE>
<S> <C> <C>
Signature Title
Chief Executive Officer and
/s/ Walter G. Goodrich Director (Principal Executive
- - ----------------------------------- Officer)
Walter G. Goodrich
Senior Vice President,
/s/ Roland L. Frautschi Treasurer and Chief Financial
- - ----------------------------------- Officer (Principal Financial
Roland L. Frautschi Officer)
Vice President (Principal
/s/ Lonnie J. Shaw Accounting Officer)
- - -----------------------------------
Lonnie J. Shaw
/s/ Sheldon Appel Director Treasurer
- - -----------------------------------
Sheldon Appel
/s/ Basil M. Briggs Director
- - -----------------------------------
Basil M. Briggs
/s/ Benjamin F. Edwards Director
- - -----------------------------------
Benjamin F. Edwards
/s/ Henry Goodrich Director
- - -----------------------------------
Henry Goodrich
/s/ Arthur A. Seeligson Director
- - -----------------------------------
Arthur A. Seeligson
/s/ Jeff Benhard Director
- - -----------------------------------
Jeff Benhard
</TABLE>
42
<PAGE>
Exhibit 4.9
SIXTH AMENDMENT TO
CREDIT AGREEMENT
between
GOODRICH PETROLEUM COMPANY OF LOUISIANA
GPC, INC. OF LOUISIANA
and
COMPASS BANK
Effective as of
March 27, 1998
<PAGE>
SEVENTH AMENDMENT TO CREDIT AGREEMENT
-------------------------------------
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and entered into effective as of December 20, 1998, by and between GOODRICH
PETROLEUM COMPANY, L.L.C. ("GP"), a Louisiana limited liability company,
successor by merger to GOODRICH PETROLEUM COMPANY OF LOUISIANA, a Nevada
corporation ("GPCL"), (the "Borrower"), GOODRICH PETROLEUM CORPORATION, a
Delaware corporation, ("Goodrich"), and COMPASS BANK, an Alabama state chartered
banking institution (the "Lender").
W I T N E S S E T H:
-------------------
WHEREAS, GPCL, GPC, Inc. of Louisiana (which was merged into GPCL),
the Lender, and Goodrich are parties to the Credit Agreement dated August 16,
1995, as amended by First Amendment to Credit Agreement dated as of December 15,
1995, and Letter Amendment dated March 26, 1996, and Second Amendment to Credit
Agreement dated as of June 1, 1996, and Letter Amendment dated November 12,
1996, and by Third Amendment to Credit Agreement dated as of January 31, 1997,
and by Fourth Amendment to Credit Agreement dated as of June 1, 1997 and by
Fifth Amendment to Credit Agreement dated as of October 16, 1997, and as amended
by Letter Amendment dated February 25, 1998, and as further amended by Sixth
Amendment to Credit Agreement dated as of March 27, 1998 (as amended, the
"Agreement"), pursuant to which the Lender has extended credit to GPCL and GPC
and Goodrich has guaranteed the payment and performance of certain indebtedness
and other obligations of GPCL and GPC to the Lender; and
WHEREAS, GPCL has merged with GP and GP is the surviving entity; and
WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Agreement and this Amendment, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
------------------------------
I.1 Terms Defined Above. As used herein, each of the terms "Agreement,"
"Amendment," "Borrower," "GP," "GPCL", "Goodrich," and "Lender" shall have the
meaning assigned to such term hereinabove.
I.1 Terms Defined in Agreement. As used herein, each term defined in the
Agreement shall have the meaning assigned thereto in the Agreement, unless
expressly provided herein to the contrary.
I.2 References. References in this Amendment to Article or Section numbers shall
be to Articles and Sections of this Amendment, unless expressly stated to the
contrary. References in this Amendment to "hereby," "herein," "hereinafter,"
"hereinabove," "hereinbelow," "hereof," and "hereunder" shall be to this
Amendment in its entirety and not only to the particular Article or Section in
which such reference appears.
I.1 Articles and Sections. This Amendment, for convenience only, has been
divided into Articles and Sections and it is understood that the rights, powers,
privileges, duties, and
1
<PAGE>
other legal relations of the parties hereto shall be determined from this
Amendment as an entirety and without regard to such division into Articles and
Sections and without regard to headings prefixed to such Articles and Sections.
I.1 Number and Gender. Whenever the context requires, reference herein made to
the single number shall be understood to include the plural and likewise the
plural shall be understood to include the singular. Words denoting sex shall be
construed to include the masculine, feminine, and neuter, when such construction
is appropriate, and specific enumeration shall not exclude the general, but
shall be construed as cumulative. Definitions of terms defined in the singular
and plural shall be equally applicable to the plural or singular, as the case
may be.
ARTICLE II
AMENDMENTS TO AGREEMENT
-----------------------
The Agreement is hereby amended to substitute GP for GPCL and GP
agrees to be bound by all of the terms and provisions of the Agreement and to
execute a note in the form set forth as Exhibit A to this Amendment.
ARTICLE III
CONDITIONS
----------
The obligation of the Lender to amend the Agreement as provided herein
is subject to the fulfillment of the following conditions precedent:
I.1 Receipt of Documents and Other Items. The Lender shall have received,
reviewed, and approved the following documents and other items, appropriately
executed when necessary and in form and substance satisfactory to the Lender:
(a) multiple counterparts of this Amendment executed by the Borrower
and Goodrich, as requested by the Lender; and
(b) the Note;
(c) copies of the Articles of Organization and all amendments thereto
and the operating agreement and all amendments thereto of GP accompanied by
a certificate issued by the secretary or an assistant secretary or chief
financial officer of GP, to the effect that each such copy is correct and
complete;
(d) certificates of incumbency and signatures of all officers of GP
who are authorized to execute Loan Documents on behalf of such entities,
each such certificate being executed by the secretary or an assistant
secretary or chief financial officer of the Borrower or the Guarantors, as
the case may be;
(e) copies of resolutions approving the Loan Documents and authorizing
the transactions contemplated herein and therein, duly adopted by the
management committee of GP, accompanied by certificates of the secretary,
an assistant secretary or chief financial officer of GP, to the effect that
such copies are true and correct copies of
2
<PAGE>
resolutions duly adopted at a meeting or by unanimous consent of the
management committee of GP, and that such resolutions constitute all the
resolutions adopted with respect to such transactions, have not been
amended, modified, or revoked in any respect, and are in full force and
effect as of the date of such certificate;
(f) Articles of Merger for GPC, Inc. of Louisiana into Goodrich
Petroleum Company of Louisiana and Articles of Merger for Goodrich
Petroleum Company of Louisiana into Goodrich Petroleum Company, L.L.C. must
be filed in all counties and parishes where Mortgaged Property is located
and within thirty days from the execution of this Amendment the Lender
shall be furnished with recording references for each county or parish; and
(g) such other agreements, documents, items, instruments, opinions,
certificates, waivers, consents, and evidence as the Lender may reasonably
request.
I.1 Accuracy of Representations and Warranties. The representations and
warranties contained in Article IV of the Agreement and in any other Loan
Document shall be true and correct, except as affected by the transactions
contemplated in the Agreement and this Amendment.
I.1 Matters Satisfactory to Lender. All matters incident to the consummation of
the transactions contemplated hereby shall be satisfactory to the Lender.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
------------------------------
Each of the Borrower and Goodrich hereby expressly re-makes, in favor
of the Lender, all of the representations and warranties set forth in Article IV
of the Agreement and set forth in any other Loan Document to which it is a
party, and represents and warrants that all such representations and warranties
remain true and unbreached, except as affected by the transactions contemplated
in the Agreement and this Amendment.
ARTICLE V
RATIFICATION
------------
Each of the parties hereto does hereby adopt, ratify, and confirm the
Agreement and the other Loan Documents to which it is a party, in all things in
accordance with the terms and provisions thereof, as amended by this Amendment
and the documents executed in connection herewith.
ARTICLE VI
MISCELLANEOUS
-------------
I.1 Scope of Amendment. The scope of this Amendment is expressly limited to the
matters addressed herein and this Amendment shall not operate as a waiver of any
past, present, or future breach, Default, or Event of Default under the
Agreement, except to the extent, if any, that any such breach, Default, or Event
of Default is remedied by the effect of this Amendment.
3
<PAGE>
I.1 Agreement as Amended. All references to the Agreement in any document
heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as
amended by this Amendment.
I.1 Parties in Interest. All provisions of this Amendment shall be binding upon
and shall inure to the benefit of the Borrower, the Lender, Goodrich, and their
respective successors and permitted assigns.
I.1 Rights of Third Parties. All provisions herein are imposed solely and
exclusively for the benefit of the parties hereto and their respective
successors and permitted assigns. No other Person shall have standing to require
satisfaction of such provisions in accordance with their terms and any or all of
such provisions may be freely waived in whole or in part by the Lender at any
time if in its sole discretion it deems it advisable to do so.
I.1 Entire Agreement. THIS AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR
AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG SUCH PARTIES REGARDING THE SUBJECT
HEREOF. FURTHERMORE IN THIS REGARD, THIS AMENDMENT, THE AGREEMENT, AND THE OTHER
WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE
PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
I.1 Governing Law. THIS AMENDMENT AND ALL ISSUES ARISING IN CONNECTION HEREWITH
AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.
I.1 Jurisdiction and Venue. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING
DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS
AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED, AT THE
SOLE DISCRETION AND ELECTION OF THE LENDER, IN COURTS HAVING SITUS IN HOUSTON,
HARRIS COUNTY, TEXAS. EACH OF THE BORROWER AND GOODRICH HEREBY SUBMITS TO THE
JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HOUSTON, HARRIS
COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE
THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE LENDER IN
ACCORDANCE WITH THIS SECTION.
I.1 Waiver of Rights to Jury Trial. EACH OF THE BORROWER, GOODRICH, AND THE
LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND
UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF
THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR THE ACTS OR
OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF
THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH
RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR
THE LENDER ENTERING INTO THIS AMENDMENT.
4
<PAGE>
IN WITNESS WHEREOF, this Amendment is executed effective as of the
date first hereinabove written.
BORROWER:
GOODRICH PETROLEUM COMPANY,
L.L.C.
By:
Roland L. Frautschi
Management Committee Member
GUARANTOR:
GOODRICH PETROLEUM CORPORATION
By:
Roland L. Frautschi
Chief Financial Officer and Treasurer
LENDER:
COMPASS BANK
By:
Allison Hammer
Vice-President
5
<PAGE>
Exhibit 4.10
SEVENTH AMENDMENT TO
CREDIT AGREEMENT
between
GOODRICH PETROLEUM COMPANY, L.L.C.
and
COMPASS BANK
Effective as of
December 20, 1998
<PAGE>
EXHIBIT A
---------
[FORM OF PROMISSORY NOTE]
$50,000,000 Houston, Texas December 20, 1998
FOR VALUE RECEIVED and WITHOUT GRACE, the undersigned ("Maker")
promises to pay to the order of COMPASS BANK ("Payee"), at its banking quarters
in Houston, Harris County, Texas, the sum of FIFTY MILLION DOLLARS
($50,000,000), or so much thereof as may be advanced against this Note pursuant
to the Credit Agreement dated August 16, 1995, as amended, by and between Maker
and Payee (as amended, restated, or supplemented from time to time, the "Credit
Agreement"), together with interest at the rates and calculated as provided in
the Credit Agreement.
Reference is hereby made to the Credit Agreement for matters governed
thereby, including, without limitation, certain events which will entitle the
holder hereof to accelerate the maturity of all amounts due hereunder.
Capitalized terms used but not defined in this Note shall have the meanings
assigned to such terms in the Credit Agreement.
This Note is issued pursuant to, is the "Note" under, and is payable
as provided in the Credit Agreement. This Note evidences, in whole or in part,
the renewal, extension, and rearrangement of the Indebtedness evidenced by the
Existing Notes. Without being limited thereto or thereby, this Note is secured
by the Security Instruments.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING
TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT VERNON'S TEXAS CIVIL STATUTES,
ARTICLE 5069, CHAPTER 15 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS
AND REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY.
GOODRICH PETROLEUM COMPANY,
L.L.C.
By:
Roland L. Frautschi
Management Committee Member
2
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Goodrich Petroleum Corporation
We consent to the incorporation by reference in the registration statement
(No. 33-01077) on Form S-8 of Goodrich Petroleum Corporation of our report dated
March 30, 1999 relating to the consolidated balance sheets of Goodrich Petroleum
Corporation and subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1998, which report
appears in the December 31, 1998, annual report on Form 10-K of Goodrich
Petroleum Corporation.
The report of KPMG LLP covering the December 31, 1998 consolidated financial
statements contains an explanatory paragraph that states that the Company's
working capital deficiencies, required payments under the Company's credit
facility and restrictions imposed by the Company's Series A Preferred Stock
raise substantial doubt about the Company's ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
KPMG LLP
Shreveport, Louisiana
March 30, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 95,693
<SECURITIES> 358,700
<RECEIVABLES> 3,311,394
<ALLOWANCES> 24,989
<INVENTORY> 0
<CURRENT-ASSETS> 3,925,633
<PP&E> 53,516,111
<DEPRECIATION> 13,720,009
<TOTAL-ASSETS> 44,036,588
<CURRENT-LIABILITIES> 39,077,200
<BONDS> 0
0
1,546,318
<COMMON> 1,049,541
<OTHER-SE> 2,363,529
<TOTAL-LIABILITY-AND-EQUITY> 44,036,588
<SALES> 9,836,863
<TOTAL-REVENUES> 10,591,873
<CGS> 0
<TOTAL-COSTS> 16,401,572
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,909,849
<INCOME-PRETAX> (7,715,342)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,715,342)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,715,342)
<EPS-PRIMARY> (1.71)
<EPS-DILUTED> (1.71)
</TABLE>
