<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________to__________
Commission File No. 0-22483 -------
---------------
SEVEN SEAS PETROLEUM INC.
(Exact name of registrant as specified in its charter)
YUKON TERRITORY 73-1468669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 1700, 5555 SAN FELIPE HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 622-8218
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 10, 2000 there were 37,833,420 shares of the registrant's common
shares, no par value per share, outstanding.
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INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
(DEVELOPMENT STAGE ENTERPRISE)
<S> <C>
Item 1. Condensed Consolidated Balance Sheets as of March
31, 2000 (Unaudited) and December 31, 1999 ........................................ 3
Condensed Statements of Consolidated Operations and Accumulated
Deficit for the three months ended March 31, 2000 and 1999 and the
Cumulative Total from Inception (February 3, 1995) to March 31, 2000
(Unaudited) ....................................................................... 4
Condensed Statements of Consolidated Cash Flows for the three months
ended March 31, 2000 and 1999 and the Cumulative Total from Inception
(February 3, 1995) to March 31, 2000 (Unaudited) .................................. 5
Notes to Condensed Consolidated Financial Statements (Unaudited) .................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ............................................................. 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk ........................ 16
PART II. OTHER INFORMATION.................................................................... 17
Item 6. Exhibits and Reports on Form 8-K .................................................. 17
</TABLE>
2
<PAGE> 3
SEVEN SEAS PETROLEUM INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------- --------------
ASSETS (UNAUDITED)
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 17,380 $ 22,447
Restricted short-term investments 13,487 13,312
Accounts receivable 7,237 9,821
Interest receivable 68 243
Inventory 764 764
Prepaids and other 230 288
-------------- --------------
39,166 46,875
Notes receivable from employees 315 435
Restricted long-term investments 6,476 6,391
Land 1,065 1,065
Evaluated oil and gas interests, full-cost method, net of accumulated depletion of 100,682 96,244
$768 at March 31, 2000 and $764 at December 31, 1999
Unevaluated oil and gas interests, full-cost method 105,814 105,725
Fixed assets, net of accumulated depreciation of $773 at March 31, 2000
and $669 at December 31, 1999 986 1,060
Other assets, net of accumulated amortization of $1,219 at March 31, 2000
and $1,068 at December 31, 1999 3,135 3,287
-------------- --------------
TOTAL ASSETS $ 257,639 $ 261,082
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,144 $ 7,917
Interest payable 5,156 1,719
Other accrued liabilities 776 78
-------------- --------------
9,076 9,714
Long-term debt 110,000 110,000
Deferred income taxes 24,794 24,794
Minority interest
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Share capital -
Authorized unlimited common shares without par value and 37,833,420 and
37,833,420 issued and outstanding common shares
at March 31, 2000 and December 31, 1999, respectively 225,805 225,805
Authorized unlimited Class A preferred shares without par value -- --
Deficit accumulated during development stage (112,036) (109,231)
Treasury stock, 29 shares held at March 31, 2000 and December 31, 1999 -- --
-------------- --------------
Total Stockholders' Equity 113,769 116,574
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 257,639 $ 261,082
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEVEN SEAS PETROLEUM INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CONSOLIDATED OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited, In thousands, except share data)
<TABLE>
<CAPTION>
TOTAL FROM
INCEPTION
(FEBRUARY 3,
THREE MONTHS ENDED MARCH, 31 1995) TO
---------------------------- MARCH 31,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
REVENUE
Crude oil sales .................................. $ 16 $ 90 $ 3,306
Interest income .................................. 552 906 8,666
------------ ------------ ------------
568 996 11,972
EXPENSES
General and administrative ....................... 2,453 1,791 32,137
Oil and gas operating expenses ................... 602 145 5,195
Depletion, depreciation and amortization ......... 261 255 3,057
Writedown of proved oil & gas properties ......... -- -- 129,789
Gain (Loss) on sale of exploration properties .... -- -- 124
Dry hole and abandonment costs ................... -- -- 1,145
Geological and geophysical ....................... -- -- 47
Other (income) expense ........................... 57 16 (101)
------------ ------------ ------------
3,373 2,207 171,393
NET LOSS BEFORE INCOME TAXES AND MINORITY
INTEREST ......................................... (2,805) (1,211) (159,421)
INCOME TAX PROVISION (BENEFIT) ..................... -- 6 (45,656)
------------ ------------ ------------
NET LOSS BEFORE MINORITY INTEREST .................. (2,805) (1,217) (113,765)
MINORITY INTEREST .................................. -- 113 1,729
------------ ------------ ------------
NET LOSS ........................................... (2,805) (1,104) (112,036)
------------ ------------ ------------
DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE, beginning of
period ........................................... (109,231) (102,442) --
DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE, end of period ................. $ (112,036) $ (103,546) $ (112,036)
============ ============ ============
BASIC AND DILUTED NET LOSS PER COMMON
SHARE ............................................ $ (0.07) $ (0.03) $ (4.21)
============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING ...................................... 37,833,420 37,778,420 26,615,427
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEVEN SEAS PETROLEUM INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited; In thousands)
<TABLE>
<CAPTION>
CUMULATIVE
TOTAL FROM
INCEPTION
(FEBRUARY 3,
1995) TO
THREE MONTHS ENDED MARCH 31, MARCH 31,
---------------------------- -------------
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (2,805) $ (1,104) $ (112,036)
Add (subtract) items not requiring (providing) cash:
Compensation expense -- -- 2,140
Minority interest -- (113) (1,729)
Common stock contribution to 401(k) retirement plan -- -- 79
Depletion, depreciation and amortization 261 255 3,062
Writedown of proved oil & gas properties -- -- 129,789
Gain (loss) on sale of exploration property -- -- 124
Dry hole and abandonment costs -- -- 1,140
Gain on sale of marketable securities -- -- (6)
Deferred income tax benefit -- -- (45,665)
Amortization of investments (260) 41 (1,617)
Changes in working capital excluding changes to cash and cash
equivalents:
Accounts receivable 2,584 (1,372) (4,975)
Interest receivable 175 123 (68)
Inventory -- 27 (968)
Prepaids and other, net 58 71 (230)
Accounts payable (3,499) (2,856) 1,502
Other accrued liabilities 698 (46) 1,025
------------ ------------ ------------
Cash Flow Used in Operating Activities (2,788) (4,974) (28,433)
------------ ------------ ------------
INVESTING ACTIVITIES
Exploration of oil and gas properties (2,369) (8,379) (102,582)
Purchase of land -- (21) (1,258)
Purchase of investments -- -- (38,301)
Proceeds from acquisition -- -- 630
(Payment to withdraw) proceeds from sale of property -- -- 997
Proceeds from sale of marketable securities -- -- 50
Proceeds from sale of investments -- -- 19,955
Notes receivable from employees 120 -- (315)
Other asset additions (30) (140) (2,025)
------------ ------------ ------------
Cash Flow Used in Investing Activities (2,279) (8,540) (122,849)
------------ ------------ ------------
FINANCING ACTIVITIES
Proceeds from special warrants issued -- -- 12,393
Proceeds from share capital issued -- -- 15,466
Proceeds from additional paid-in capital contributed -- -- 1
Proceeds from issuance of long-term debt -- -- 135,000
Costs of issuing long-term debt -- -- (5,821)
Contributions by minority interest -- 1,378 11,623
------------ ------------ ------------
Cash Flow Provided by Financing Activities -- 1,378 168,662
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,067) (12,136) 17,380
Cash and cash equivalents, beginning of period 22,447 38,147 --
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,380 $ 26,011 $ 17,380
============ ============ ============
</TABLE>
Supplemental disclosures of cash flow information:
The Company incurred interest costs of $3.4 million and $3.4 million for the
three month periods ended March 31, 2000 and 1999, respectively. Such amounts
were capitalized during the respective periods.
Cash paid for interest for the three month periods ended March 31, 2000 and
1999 was zero and zero, respectively.
The Company paid zero and zero for estimated income taxes during the three
month periods ended March 31, 2000 and 1999, respectively.
The accompanying notes are an integral part of these financial statements.
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SEVEN SEAS PETROLEUM INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DEVELOPMENT STAGE OPERATIONS
FORMATION
Seven Seas Petroleum Inc. (a Yukon Territory, Canada corporation) was formed
on February 3, 1995. Seven Seas Petroleum Inc. and its subsidiaries
(collectively referred to as "Seven Seas" or the "Company") are a development
stage enterprise engaged in the exploration, development and production of oil
and natural gas in Colombia. The Company is the operator of an oil discovery,
known as the "Guaduas field," which is located in an area defined by the Rio
Seco and Dindal Association Contracts (the "Association Contracts") covering a
total of approximately 109,000 contiguous acres in central Colombia. The Company
owns a 57.7% working interest in the two Association Contracts before
participation by Empresa Colombiana de Petroleos ("Ecopetrol"), the Colombian
state oil company. The Company has no significant income producing properties
and its principal assets, its interests in the Association Contracts, are in the
early stage of exploration and development.
ACTIVITY TO DATE
As of March 31, 2000, the Company has spent $242.2 million to acquire and
$76.6 million to delineate the reserve potential of the Guaduas field. The
Company has drilled twelve exploratory wells within the Association Contracts,
of which six have been production tested and have achieved maximum actual oil
production rates ranging from 3,415 to 13,123 Bbls/d. Four of the twelve did not
produce commercial amounts of oil and gas during testing and two remain to be
tested. As of March 31, 2000, the Guaduas Field had produced a cumulative volume
of approximately 793,000 barrels of oil during various testing procedures.
Except for additional production testing for further reservoir evaluation and
any production planned to be trucked, continuous production of the Guaduas field
will not commence prior to installation of the necessary production facilities
and pipeline.
Since inception through March 31, 2000, the Company incurred cumulative
losses of $112.0 million and, because of its continued exploration and
development activities, expects that it will continue to incur losses and that
its accumulated deficit will increase until commencement of production from the
Association Contracts occurs in quantities sufficient to cover operating
expenses.
COMMERCIALITY STATUS
In September 1999, the Company signed an agreement with Ecopetrol agreeing
to a schedule for further long term production tests, the drilling of an
additional well, and other important issues leading to commercial production
from the Guaduas field. On December 30, 1999, the Company made a formal
application to Ecopetrol for commercial development of the Guaduas field. On
February 23, 2000, an addendum to that application was filed. The Company's
future plans are dependent, among other factors, on the decision to be made by
Ecopetrol; the receipt of various permits and licenses from ministries of the
Colombian national government and local authorities and the availability of
transportation on third party pipelines. Approval of commerciality by Ecopetrol
is a critical part of the Company's strategy as Ecopetrol will bear fifty
percent of all costs for development and production subsequent to the date
commerciality is declared. Although the Company has reason to believe that a
commerciality agreement can be reached with Ecopetrol, if the commerciality
agreement is not obtained, the Company may be forced to proceed on a sole-risk
basis or attempt to negotiate a modified commerciality agreement with Ecopetrol.
SCENARIOS
Should commerciality be declared by Ecopetrol, the Company will be required
to fund its share of the costs necessary for the development of the Guaduas
field, the construction of the production facilities and pipeline and continued
exploration under the Association Contracts. If Ecopetrol rejects commerciality
and the Company were to proceed on a sole-risk basis, Seven Seas, along with its
partners, would be required to fund 100% of the aforementioned costs. Instead of
proceeding on a sole-risk basis, the Company may attempt to negotiate a modified
commerciality agreement with Ecopetrol which might entail trucking operations,
delayed construction of the production facilities and pipeline and continued
exploration under the Association Contracts. Under any scenario, the continued
development of the Company's evaluated properties and evaluation of its
unevaluated properties is expected to require additional capital which the
Company may be required to raise through debt or equity financing, encumbering
properties or
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entering into arrangements whereby certain costs will be paid by others to earn
an interest in the property. If the Company is unsuccessful or delayed in its
exploration and development plan, constructing production and transportation
facilities, increasing its proved reserves or realizing future production from
its properties, the Company may be unable to pay existing or future debt or meet
operating cash flow requirements and the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities may be
impacted.
CAPITAL AVAILABILITY AND LIQUIDITY
As of March 31, 2000, the Company had unrestricted cash and cash equivalents
of $17.4 million and commitments under existing oil and gas agreements of $4.2
million for the remainder of 2000. Management believes that it has adequate cash
resources to fund its existing commitments and operating needs during 2000.
However, if available capital is utilized as contemplated by the current
strategy, the Company will have to seek additional financing for operations,
including further exploratory drilling to extend the area of the Guaduas field
and to test the deeper formations of the subthrust structure on the Dindal
association contract area. Under the terms of the Company's $110 million senior
notes, an additional $25 million of indebtedness could be incurred which would
be secured and senior to the existing $110 million senior notes. The Company is
also allowed to borrow an additional $10 million for project financing, e.g.,
pipeline and production facilities. Any additional financing obtained by the
Company to execute its business plans may result in a dilution of current
stakeholder interests.
Funds sufficient to meet interest payments for three years of the $110
million senior notes were placed into escrow upon issue of the senior notes. The
final interest payment under this escrow arrangement is May 2001. Seven Seas
cannot be certain that additional sources of financing will be available when
needed or will be available on acceptable terms. The Company has suffered
recurring losses from operations, has an accumulated deficit, has not generated
positive cash flow from operations, has significant unproved property balances,
is nearing the end of the exploration phase of its association contracts, is
highly dependant on the actions of Ecopetrol, and will likely require additional
capital to execute its business plans.
RISK FACTORS
Seven Seas is subject to several categories of risk associated with its
development stage activities. Oil and gas exploration and development is a
speculative business and involves a high degree of risk. Among the factors that
have a direct bearing on Seven Seas' prospects are uncertainties inherent in
estimating oil and gas reserves and future hydrocarbon production and cash
flows, particularly with respect to wells that have not been fully tested and
with wells having limited production testing histories; access to additional
capital; changes in the price of oil and natural gas, services and equipment;
the limited exploration of the concessions; the status of existing and future
contractual relationships with Ecopetrol; regulation in Colombia; lack of
significant income producing property; foreign currency fluctuation risks; Seven
Seas' substantial indebtedness, the presence of competitors with greater
financial resources and capacity; and difficulties and risks associated with
operating in Colombia.
2. BASIS OF PRESENTATION
The accompanying unaudited, condensed consolidated financial statements
include the accounts of Sevens Seas Petroleum Inc. and its subsidiaries after
elimination of intercompany balances and transactions.
The unaudited, condensed consolidated financial statements of the Company
for the periods indicated herein have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission,
accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
accruals, necessary to present fairly the information in the accompanying
condensed consolidated financial statements have been included. Interim period
results are not necessarily indicative of the results of operations or cash
flows for a full year period. The condensed financial statements included herein
should be read in conjunction with the audited financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
Certain reclassifications have been made to prior years amounts to conform
to current reporting practices.
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3. OPERATIONS BY GEOGRAPHIC AREA:
The Company has one operating and reporting segment. Information about the
Company's operations for the quarters ended March 31, 2000 and 1999 and by
geographic area is shown below (In thousands):
<TABLE>
<CAPTION>
OTHER
UNITED FOREIGN
CANADA STATES COLOMBIA AREAS TOTAL
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Three months ended March 31, 2000
Revenues ........................... $ 531 $ 3 $ 34 $ -- $ 568
Operating Income (Loss) ............ 2 (778) (2,017) (12) (2,805)
Capital Expenditures ............... -- 30 1,092 -- 1,122
Identifiable Assets ................ 67,300 958 189,300 81 257,639
Depletion, Depreciation and ........ 152 82 27 -- 261
Amortization
Three months ended March 31, 1999
Revenues ........................... $ 895 $ 3 $ 98 $ -- $ 996
Operating Income (Loss) ............ 507 (949) (754) (15) (1,211)
Capital Expenditures ............... -- 34 5,070 -- 5,104
Identifiable Assets ................ 82,073 1,207 193,732 501 277,513
Depreciation and Amortization ...... 152 83 20 -- 255
</TABLE>
4. CONTINGENCIES
COLOMBIAN FOREST RESERVE
Inderena, the predecessor to the current Ministry of Environment, declared a
forest reserve in the 1980's aimed at preserving a large part of the San
Francisco river basin in an area that includes a portion of the Dindal and Rio
Seco Association Contracts. The existence of this reserve may make obtaining
permits for drilling wells and building facilities more difficult, but does not
preclude oil and gas activity. In fact, the company was granted an environmental
permit and drilled the Escuela 1 well within this area in 1993. More recently,
the Guaduas municipality has, independently of the Ministry of Environment,
declared a forest reserve in the same area. This latest reserve proclamation
prohibits drilling. Colombian counsel has advised us that the Municipal Council
lacks the authority to regulate the use of the subsoil and prohibit oil
exploration activity.
The Company has proposed to the municipality and the environmental
authorities to use the Land Use Plan, that shall define the land use preferences
for the next nine years and that is currently being prepared, to resolve the
illegality and inconveniences created by the municipality declaration. The Land
Use Plan must derogate the municipality forest reserve and limit itself to
comply with the Inderena reserve prior declaration.
We have been discussing this matter with representatives of the municipal
council and the mayor. In the event we do not obtain satisfactory results, we
have also engaged Colombian counsel to proceed before appropriate tribunal to
have the municipal declaration ruled invalid. We are advised that the solution
via the Land Use Plan could take from three to five months and the judicial
solution could take from one and a half to two years for the time we file suit.
The forest reserve includes approximately 6,250 acres of our 109,000 total
acreage under the Rio Seco and Dindal association contracts. The forest reserve
should not preclude us from recovering our proved oil and gas reserves. There is
a surface location for the deeper subthrust structure well that can be drilled
outside the forest reserve. Further, the existence of the forest reserve will
not impede our development of the shallow Cimarrona reservoir of the Guaduas
field.
ENVIRONMENTAL PENALTIES
On June 8, 1998, the Ministry of Environment required our subsidiary, GHK
Company Colombia, to perform some remedial work on the El Segundo 6-E location
and access road. GHK Company Colombia performed the work, and thereafter
reported to the Ministry of Environment that all the work had been completed. In
various site visits, ministry officials have confirmed that the alleged
violations have been properly remedied. On July 8, 1999, GHK Company Colombia
filed all the documentation, which confirmed total compliance to the
requirements.
On August 30, 1999, the Ministry of Environment issued a resolution against
our subsidiary, GHK Company Colombia, declaring it in violation of a 1997 decree
in connection with the construction of the El Segundo 7-E well location. The
resolution imposed a fine of $217,000, which we paid in March 2000. We have
filed an appeal for a reversal of the resolution. We believe that we have
corrected the environmental violations claimed by the Ministry of Environment;
however, the appeal process can take up to two years.
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The El Segundo No. 7 location has been restored and we do not currently have any
drilling activities planned at this location.
CONTRACT AREA
The Dindal Association Contract was issued in March 1993 and provides for a
maximum six-year exploration period followed by a maximum 22-year production
period, with partial relinquishment of acreage, excluding commercial fields,
required commencing at the end of the sixth year of the Association Contract.
The exploration period under the Dindal Association Contract will be extended to
September 23, 2000, since the Associates committed to an additional $2.0 million
of exploration work in accordance with the memorandum of understanding signed in
September 1999. In September 2000, we must relinquish 50% of the contract area
or all lands that fall outside a five kilometer buffer zone around the area
designated to be the commercial field or negotiate another one year extension by
committing to additional exploration work, if applicable.
The Rio Seco Association Contract was issued in August 1995 and provides for
a maximum six-year exploration period followed by a maximum 22-year production
period, with partial relinquishment of acreage, excluding commercial fields,
required commencing at the end of the sixth year of the Association Contract.
The exploration period under the Rio Seco Association Contract ends in August
2001. We are obligated to drill one exploratory well before the exploration
period ends.
SURFACE LOCATION
A lawsuit has been filed by the landowners for the El Segundo 1 surface
location to cancel our surface lease. Our Colombian legal counsel has advised us
that, on the basis of the claims asserted, we should win the lawsuit. We
responded to this claim on November 4, 1999; and we plan to vigorously defend
this claim.
NOTEHOLDER CLAIM
We have received correspondence purporting to assert a claim on behalf of
one of the noteholders in connection with the special notes we issued on August
7, 1997. The correspondence asserts that our noteholder received inadequate
notice of the exchange of the special notes into debentures and also of the
conversion of the debentures into units of Seven Seas. The noteholder also
asserts that there were errors in the methodology of effecting the conversion
pursuant to the indenture between Seven Seas and Montreal Trust Company of
Canada dated August 7, 1997. To date, no litigation has commenced; accordingly,
Seven Seas cannot predict with certainty what claims may be asserted.
Nevertheless, we believe we have meritorious defenses and intend to defend with
vigor any litigation.
The Company is, from time to time, party to certain legal actions and claims
arising in the ordinary course of business. While the outcome of these events
cannot be predicted with certainty, management does not expect these matters to
have a material adverse effect on the financial position or results of
operations or cash flows of the Company.
5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities. The Statement establishes accounting and reporting
standards requiring that every derivative instrument, including certain
derivative instruments embedded in other contracts, be recorded in the balance
sheet as either an asset or liability measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting.
Statement No. 133 is effective for fiscal years beginning after June 15,
1999. A company may also implement the Statement as of the beginning of any
fiscal quarter after issuance. Statement No. 133 cannot be applied
retroactively. Statement No. 133 must be
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applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired, or substantively
modified after December 31, 1997 and, at the company's election, before January
1, 1998. Statement No. 133 will not currently impact the Company's disclosure or
reporting.
In the first quarter of 2000, the FASB issued Interpretation No. 44
"Accounting for Certain Transactions involving Stock Compensation - an
interpretation of APB No. 25" ("the Interpretation") which clarifies the
application of APB 25 for certain issues associated with accounting for the
issuance or subsequent modification of stock compensation and is effective July
1, 2000. For certain modifications, including stock option repricings made
subsequent to December 15, 1998, the Interpretation requires that variable plan
accounting be applied to those modified awards prospectively from July 1, 2000.
In January and November, 1999, the Company repriced certain employee stock
options for 706,000 share of stock at a weighted average exercise price of
$14.47 to a new exercise price of $9.00 through the cancellation of existing
options and issuance of new options at or above current market prices. This
repricing may result in the recognition of compensation expense upon adoption of
the Interpretation in the third quarter of 2000. Subsequent to the adoption of
the interpretation, the Company may be required to record the effects of the
changes in its stock price and the corresponding intrinsic value of the repriced
options in its results of operations as compensation expense. The amount of
compensation expense, if any, which will be recognized upon adoption on July 1,
2000 cannot be determined until that time.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The following discussion and analysis should be read in conjunction with the
unaudited condensed consolidated financial statements included elsewhere and
with the Company's Annual Report on Form 10-K for the year ended December 31,
1999.
From time to time, Seven Seas may make certain statements that provide
stockholders and the investing public with "forward-looking" information (as
defined in the Private Securities Litigation Reform Act of 1995). Words such as
"anticipate," "assume," "believe," "estimate," "project," and similar
expressions are intended to identify such forward-looking statements.
Forward-looking statements may be made by management orally or in writing,
including, but not limited to, in press releases, as part of this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section and as part of other sections of the Company's filings with the SEC
under the Securities Act and the Securities Exchange Act. Such forward-looking
statements may include, but not be limited to, statements concerning estimates
of current and future results of operations, financial position, reserves, the
timing and commencement of wells and development plans, drilling results as
indicated by log analysis, core samples, examination of cuttings, hydrocarbons
shows while drilling and production estimates from wells drilled based upon
drill stem tests and other test data, future capacity under credit arrangements,
future capital expenditures, liquidity requirements, liquidity sufficiency and
year 2000 compliance.
Such forward-looking statements are subject to certain risks, uncertainties
and assumptions, including without limitation, those defined below. Should one
or more of these risks or uncertainties materialize, or should any of the
underlying assumptions prove incorrect, actual results of current and future
operations may vary materially from those anticipated, estimated or projected.
Among the factors that have a direct bearing on Seven Seas' results of
operations and the oil and gas industry in which it operates are uncertainties
inherent in estimating oil and gas reserves and future hydrocarbon production
and cash flows, particularly with respect to wells that have not been fully
tested and with wells having limited production testing histories; access to
additional capital; changes in the price of oil and natural gas, services and
equipment; the limited exploration of the concessions; the status of existing
and future contractual relationships with Ecopetrol; foreign currency
fluctuation risks; Seven Seas' substantial indebtedness, the presence of
competitors with greater financial resources and capacity; and difficulties and
risks associated with operating in Colombia.
OVERVIEW
Our principal asset is a 57.7% interest (before participation by Ecopetrol)
in the Dindal and Rio Seco association contracts. As of December 31, 1999, Ryder
Scott Company Petroleum Consultants estimated total proved recoverable reserves
for the Guaduas field of 154.0 million barrels of oil, of which 34.9 million
barrels of oil were attributable to our interest.
Our current plans for the use of available capital are set forth under "--
Go Forward Strategy." Whether we can achieve our objectives on schedule and with
our existing capital resources depends on a number of factors, many of which are
not within our control. Factors include timely environmental permitting,
securing pipeline rights of way, obtaining Ecopetrol's agreement to
11
<PAGE> 12
commerciality under the association contracts, timely payments by the
association contract partners of their share of these costs and the market price
of oil field equipment and services. If we experience delays or cost overruns,
which are considered possible, we will seek other sources of financing,
including project financing, industry joint ventures or arrangements with
industry service companies, commercial bank borrowings and traditional debt and
equity financing. Another alternative is the formation of a separate company to
construct the Guaduas pipeline. This company would be owned and financed by
third parties and we would likely have little or no equity in it. This would
require us to pay only a per barrel tariff on the oil transported through the
pipeline and none of the capital expenditures that are currently budgeted by us
for the construction of the pipeline.
GO FORWARD STRATEGY
As of May 15, 2000, we have not yet received a decision on commerciality,
the global operating license or the environmental pipeline permit. As a result,
we will miss our target of late-2000 for beginning the early pipeline
production, which was estimated to provide production ranging from 20,000 Bbls/d
to 30,000 Bbls/d. However, provided (1) Ecopetrol approves commerciality, (2) we
receive the global operating license and environmental pipeline permit, and (3)
we obtain sufficient financing to pay our share of the costs, we estimate we
will commence transporting Guaduas field oil production through the pipeline
approximately 12 months from the date Ecopetrol approves our request for
commerciality and we receive the global operating license and environmental
permit. We call this outcome Scenario 1. This scenario could cost approximately
$90 million, or $25 million net to Seven Seas.
If Ecopetrol does not approve our request for commerciality, our next step
will be to decide, together with our association contract partners, if we want
to develop the Guaduas field as originally proposed on a sole-risk basis. This
decision will depend on whether we can timely meet the increased capital
requirements for the sole-risk development of the Guaduas field and pipeline.
This sole-risk outcome is Scenario 2. Under the sole-risk provision, the
associates would be permitted to develop the Guaduas field as proposed in our
request for commerciality by paying 100% of the development costs, thereby
retaining all revenues from production after the 20% royalty reduction.
Ecopetrol can start to participate at any time subject to our right to 200%
reimbursement of prior costs. A decision to proceed on a sole-risk basis could
cost approximately $90 million, or $50 million net to Seven Seas.
If Ecopetrol rejects our request for commerciality and we decide not to
proceed with the development on a sole-risk basis, we expect to pursue Scenario
3 in which we would negotiate a modified commerciality decision with Ecopetrol.
A modified commerciality plan would likely consist of a development plan similar
to that of Increment I trucking, as described in our 1998 Form 10-K, and would
result in a postponement of a final decision on the construction of a pipeline.
This scenario will likely produce cash flow for Seven Seas that, depending on
oil prices, will fund our annual overhead. If we proceed under this scenario,
our immediate priority would be to use our existing cash resources to test the
underlying formations of the subthrust structure on the Dindal association
contract area and to further explore the Rio Seco and Dindal association
contract areas to increase the reserves of the shallow Guaduas field. This
strategy can possibly be funded with our existing cash resources. However, under
this scenario, we would immediately seek additional financing as discussed below
in "Financing the Go Forward Strategies."
Some of the advantages to Scenario 3 that would offset the cost of delay in
pipeline production are:
o Due to our limited cash resources, it is not likely that we would be
able to develop the Guaduas field as we proposed in our request for
commerciality (i.e. construct a pipeline and facilities for 20,000 to
30,000 Bbls/d production) and pursue an aggressive exploration strategy
at the same time. Under Scenario 3, we would be able to test the full
potential of the Rio Seco and Dindal association contract areas sooner
than under Scenarios 1 and 2.
o If any of the exploration wells that are scheduled to be drilled by
Sipetrol and Texaco on areas adjacent to those of the Rio Seco and
Dindal association contracts and/or either of our two exploration wells
(the subthrust and Tres Pasos 16 wells) we would drill under this
scenario are successful, we, and possibly Sipetrol and Texaco and their
partners, would be able to build a pipeline better suited to the overall
production capacity of the reserves established in the immediate region.
12
<PAGE> 13
FINANCING THE GO FORWARD STRATEGIES
If we spend our available capital resources as contemplated under Scenario
1, we will have to seek additional financing for future operations including
exploratory drilling to test the deeper formations of the subthrust structure
and extend the area of the Guaduas field. Production of 20,000 Bbls/d to 30,000
Bbls/d will require additional production facilities, construction of a pipeline
and the expansion of oil production through successful development drilling of
the shallow Cimarrona reservoir. We estimate these costs to be approximately $90
million, $25 million net to Seven Seas if Ecopetrol approves commerciality.
Possible additional sources of financing for our commerciality strategy are:
o project financing of the pipeline;
o industry joint ventures or other similar arrangements with industry
service companies;
o commercial bank borrowing; and
o debt and equity financing.
Under the terms of our $110 million senior notes, we are allowed to incur an
additional $25 million of general indebtedness that can be senior to our senior
notes. We could, for example, secure this additional indebtedness with our
existing proved reserves. We are also allowed to borrow an additional $10
million for project financing such as for the pipeline and production
facilities. In short, we are permitted to borrow up to $35 million that can be
senior to our outstanding $110 million senior notes. Because our proved oil
reserves have a net present value, discounted at 20%, of $178.5 million, we
believe we can secure financing if Ecopetrol approves our request for
commerciality.
If Ecopetrol does not approve our request for commerciality, it will be
difficult, but not impossible, for us to proceed "sole-risk." This would require
approximately $50 million to finance our net costs.
However, if we proceed with Scenario 3, a modified commerciality plan, and
proceed to truck oil production, our near term financial needs will decrease. In
this event, we believe we can secure additional financing of approximately $10
million to $15 million. This smaller amount will allow us to accelerate our
plans to test the deeper subthrust Dindal formations and further explore and
delineate the shallow exploration plans.
SUMMARY
In summary, subject to obtaining the necessary financing, we believe that we
will make substantial progress during the year 2000 toward accomplishing one of
our previously mentioned scenarios:
o In the event that Ecopetrol approves our commerciality request, we
estimate we can achieve the early pipeline production of 20,000 to
30,000 Bbls/d within approximately 12 months from the date Ecopetrol
approves our commerciality request, we receive the global operating
license and environment pipeline permit, and secure financing.
o In the event that Ecopetrol rejects our request for commerciality, we
intend to proceed with one of the following two scenarios:
1) Provided we can secure financing timely, we will proceed to develop the
Guaduas field as originally planned on a sole-risk basis, and estimate
that we can achieve pipeline production of between 20,000 Bbls/d to
30,000 Bbls/d within approximately 12 months from the date Ecopetrol
rejects our commerciality request, we receive the global operating
license and environmental pipeline permit, and secure such financing, or
2) Negotiate a modified commerciality plan whereby we proceed with trucking
production and postpone a final decision on the construction of a
pipeline. Under this scenario, we would accelerate our plans to test the
deeper subthrust Dindal formations and further explore and delineate the
shallow Guaduas field.
We cannot be certain that additional sources of financing will be available
when needed or will be available on acceptable terms.
13
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
We had working capital, net of restricted investments, of $16.6 million,
including unrestricted cash and cash equivalents of $17.4 million as of March
31, 2000. Our non-discretionary capital commitments for the remainder of 2000
are approximately $4.2 million, of which $2.1 million will be spent to conduct
seismic or substitute operations on the Rosablanca and Montecristo blocks. See
also "-- Financing the Go Forward Strategies."
EQUITY AND FINANCING ACTIVITIES
As of May 10, 2000, we had 37,833,420 common shares, no par value,
outstanding, of which none are restricted. At March 31, 2000, we had outstanding
$110.0 million of 12 1/2 % senior notes due May 15, 2005.
Our activities from inception through March 31, 2000 were funded primarily
by the proceeds from private placements of our securities, including our common
shares, warrants and notes, resulting in aggregate cash proceeds of $157.0
million. Recent transactions include:
o Exchangeable Notes. In August 1997, we issued $25.0 million of 6%
exchangeable notes in a private transaction with institutional and
accredited investors. The exchangeable notes accrued interest at a rate
of 6% per annum and were payable on December 31 and June 30 in each
year. The exchangeable notes were scheduled to mature on August 7, 2003.
o Convertible Debentures. The exchangeable notes were exchanged for a like
principal amount of 6% convertible debentures on August 5, 1998. The 6%
convertible debentures were converted on August 6, 1998 into units
consisting of 2,173,901 common shares and warrants exercisable for
1,086,957 common shares.
o Purchase Warrants. On February 5, 1999, purchase warrants for $1.1
million of our common shares expired without exercise. We received
proceeds of $0.3 million from the exercise of 18,913 warrants. These
purchase warrants had been issued in association with the exchange and
conversion of our previously outstanding $25.0 million issue of 6%
exchangeable notes.
o Senior Notes. In May 1998, we completed the offering of $110 million of
12 1/2% senior notes due May 15, 2005 and received net proceeds of
approximately $106 million. Approximately $37.8 million of the proceeds
was held in a separate account or in escrow to provide for the first
three years of interest payable under the senior notes. Interest on the
senior notes is payable semi-annually on May 15 and November 15 of each
year. The escrow account is sufficient to pay interest through May 2001.
The senior notes mature on May 15, 2005. The senior notes are redeemable
at our option, in whole or in part, at any time on or after May 15,
2002, at the prescribed redemption price, plus accrued and unpaid
interest, liquidated damages and additional amounts, if any, to the date
of redemption.
At any time prior to May 15, 2001, we may redeem up to 33 1/3% of the
original aggregate principal amount of the senior notes at a redemption price of
112.50% of the principal amount redeemed with a portion of the net proceeds of
an equity or strategic investor offering, provided that at least 66 2/3% of the
original aggregate principal amount of the senior notes remains outstanding
immediately after the redemption. In the event of certain changes affecting
withholding taxes applicable to certain payments on the senior notes, the senior
notes may be redeemed at our option, in whole but not in part, at any time at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, liquidated damages and additional amounts, if any, to the
redemption date. Upon the occurrence of a change of control:
1) unless we redeem the senior notes as provided in (2) below, we will be
required to offer to purchase the senior notes at a purchase price equal
to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest, liquidated damages and additional amounts, if any, to
the date of purchase; and
2) we will have the option, at any time prior to May 15, 2002, to redeem
the senior notes, in whole but not in part, at a redemption price equal
to 100% of the principal amount thereof plus the applicable premium and
accrued and unpaid interest, liquidated damages and additional amounts,
if any, to the date of redemption.
The senior notes are senior obligations of Seven Seas and are ranked equally
in right and priority of payment with all of our existing and future senior
indebtedness.
14
<PAGE> 15
CAPITAL SPENDING
From inception through March 31, 2000, we had cash expenditures for the
exploration of oil and gas properties of $102.3 million. Our estimated capital
expenditures assume that each of the associates in the association contracts
approves and pays its proportionate share of capital expenditures.
ACCOUNTING POLICIES AND DEVELOPMENT STAGE ACCOUNTING
The unaudited, condensed consolidated financial statements of the Company for
the periods indicated herein have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission, accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Our exploration and development activities have not generated a substantial
amount of revenue, thus requiring the financial statements to be presented as a
development stage enterprise. Accumulated losses are presented on the balance
sheet as "Deficit accumulated during the development stage." The income
statement presents revenues and expenses for each period presented and also a
cumulative total of both amounts from our inception. Period-to-period
comparisons of such results and certain financial data may not be meaningful or
indicative of future results. In this regard, future results of Seven Seas will
be highly dependent upon the success of our Guaduas field operations. The
statement of cash flows shows inflows and outflows for each period presented and
from our inception. In addition, the Notes to Consolidated Financial Statements
are required to identify the enterprise as development stage.
We follow the full-cost method of accounting for oil and natural gas
properties. Under this method, all costs incurred in the acquisition,
exploration and development of oil and gas properties, including unproductive
wells, are capitalized in separate cost centers for each country. Such
capitalized costs include contract and concession acquisition, geological,
geophysical and other exploration work, drilling, completing and equipping oil
and gas wells, constructing production facilities and pipelines, and other
related costs. No general and administrative costs were capitalized during 2000,
1999, and 1998. We capitalized interest of $3.4 million and $3.4 million for the
quarters ended March 31, 2000 and 1999, respectively.
The capitalized costs of oil and gas properties in each cost center are
amortized on the composite units of production method based on future gross
revenues from proved reserves. Sales or other dispositions of oil and gas
properties are normally accounted for as adjustments of capitalized costs. Gain
or loss is not recognized in income unless a significant portion of a cost
center's reserves are involved. Capitalized costs associated with the
acquisition and evaluation of unproved properties are excluded from amortization
until it is determined whether proved reserves can be assigned to such
properties or until the value of the properties is impaired. If the net
capitalized costs of oil and gas properties in a cost center exceed an amount
equal to the sum of the present value of estimated future net revenues from
proved oil and gas reserves in the cost center and the lower of cost or fair
value of properties not being amortized, both adjusted for income tax effects,
such excess is charged to expense.
RESULTS OF DEVELOPMENT STAGE OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
Revenues from oil sales were $16,000 and $0.1 million for the quarters ended
March 31, 2000 and 1999, respectively. Lease operating expenses were $0.6
million and $0.1 million for the quarters ended March 31, 2000 and 1999,
respectively. The lease operating costs recorded during the quarter ended March
31, 2000 related to the long term testing program, primarily the El Segundo 4-E
well. The revenue and costs for the quarter ended March 31, 1999 related to the
testing of the Tres Pasos 1-W.
Oil production in Colombia (net to us, including minority interest through
June 30, 1999) of 1,185 barrels and 11,623 barrels for the quarters ended March
31, 2000 and 1999, respectively, pertaining solely to our share of oil produced
from production testing, was sold to Refinerie del Nare at an average price of
$13.76 per barrel in 2000 and $7.75 per barrel in 1999.
Interest income was $0.6 million and $0.9 million for the quarters ended
March 31, 2000 and 1999, respectively. The decrease from 1999 to 2000 was the
consequence of lower cash and investment balances resulting from the use of
funds from the issuance of the senior notes in May 1998.
15
<PAGE> 16
General and administrative costs were $2.5 million and $1.8 million for the
quarters ended March 31, 2000 and 1999, respectively. The $0.7 million increase
from 1999 to 2000 related to $0.8 million in severance payments, which were made
in conjunction with personnel reductions associated with the Company's cost
reduction plan that began in May 1999.
Depletion, depreciation and amortization was $0.3 million and $0.3 million
for the quarters ended March 31, 2000 and 1999, respectively.
As required under the full cost method of accounting, capitalized costs are
limited to the sum of (1) the present value of future net revenues, using
current unescalated pricing and discounted at 10% per annum from proved reserves
and (2) the lower of cost or estimated fair value of unevaluated properties, all
net of expected income tax effects. There was no write-down in 2000 or 1999.
Seven Seas incurred net losses of $2.8 million and $1.1 million for the
quarters ended March 31, 2000 and 1999, respectively.
TAXES
Our net income, as defined under Colombian law, from Colombian sources is
subject to Colombian corporate income tax at a rate of 35%. An additional
remittance tax is imposed upon remittance of profits abroad at a rate of 7%.
The Company is also subject to income taxes in Canada and the United States,
where the statutory rates were 45% and 35% respectively.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to market risk, including adverse changes in commodity
prices, interest rates and foreign currency exchange rates as discussed below.
COMMODITY RISK
We have faced minimal risk from commodity pricing because of the small
amounts of oil and gas produced to date. Realized commodity prices received for
such production are primarily driven by the prevailing worldwide price for crude
oil and spot prices applicable to natural gas. The effects of such pricing are
expected to be minor until such time as we produce commercial quantities of oil
and gas.
INTEREST RATE RISK
We consider our interest rate risk exposure to be minimal as a result of a
fixed interest rate on the $110 million 12 1/2% Senior Notes. We currently have
no open interest rate swap agreements.
FOREIGN CURRENCY EXCHANGE RATE RISK
We conduct business in several foreign currencies and are subject to foreign
currency exchange rate risk on cash flows related to sales, expenses and capital
expenditures. However, because predominately all transactions in our existing
foreign operations are denominated in U.S. dollars, the U.S. dollar is the
functional currency for all operations. Exposure from transactions in currencies
other than the U.S. dollars is not material.
16
<PAGE> 17
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on 8-K
(a) Exhibits
3 -- Articles of Incorporation and By-laws
*(A) -- The Amalgamation Agreement effective June 29, 1995 by
and between Seven Seas Petroleum Inc., a British
Columbia corporation; and Rusty Lake Resources Ltd.
*(B) -- Certificate of Continuance and Articles of Continuance
into the Yukon Territory
*(C) -- By-Laws
27 - Financial Data Schedule
* Incorporated herein by reference to like exhibit in Registration on Form
10 (File No. 022483).
(b) Reports on From 8-K
None
SIGNATURES
Seven Seas Petroleum Inc.
Date: May 15, 2000 By: Larry A. Ray Executive Vice President,
Chief Operating Officer and Chief Financial
Officer
Sir Mark Thomson, Bt. President
17
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF CONSOLIDATED OPERATIONS AND
ACCUMULATED DEFICIT ON PAGES 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR THE
QUARTERLY PERIOD ENDING MARCH 31, 2000, AND IS QUALIFIED IN ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 17,380
<SECURITIES> 13,487
<RECEIVABLES> 7,305
<ALLOWANCES> 0
<INVENTORY> 764
<CURRENT-ASSETS> 39,166
<PP&E> 210,088
<DEPRECIATION> 1,541
<TOTAL-ASSETS> 257,709
<CURRENT-LIABILITIES> 9,076
<BONDS> 110,000
0
0
<COMMON> 225,805
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 257,709
<SALES> 16
<TOTAL-REVENUES> 568
<CGS> 602
<TOTAL-COSTS> 3,373
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,805)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,805)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,805)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
