-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ux9sUR134VMCHwOni0kA52HW0INzWiNCjoXTSUHxM/+yt+BYQfJPB6Vr2BMPJ6Wl 7yFBNHecnU9edmBOR0Rjyg== 0000950134-96-004341.txt : 19960816 0000950134-96-004341.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950134-96-004341 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDER ENERGY CORP CENTRAL INDEX KEY: 0000355143 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731088777 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11461 FILM NUMBER: 96614240 BUSINESS ADDRESS: STREET 1: 701 CEDAR LAKE BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73114-7800 BUSINESS PHONE: 4054788686 MAIL ADDRESS: STREET 1: 701 CEDAR LAKE BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73114 10-Q 1 FORM 10-Q QUARTER END JUNE 30, 1996 1 UNITED STATES 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 and Exchange Act of 1934 For the Period Ended June 30, 1996 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From ________________________ to ____________________________ Commission file number 0-10526 ALEXANDER ENERGY CORPORATION (Exact name of registrant as specified in its charter) OKLAHOMA 73-1088777 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 701 CEDAR LAKE BOULEVARD 73114-7800 OKLAHOMA CITY, OKLAHOMA (Zip Code) (Address of principal offices) (405) 478-8686 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) 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 ------ ------ Outstanding shares of $.03 par value common stock at August 12, 1996: 12,467,512 2 ALEXANDER ENERGY CORPORATION INDEX PAGE NO. Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets - December 31, 1995 and June 30, 1996 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Condensed Consolidated Statements of Operations - Three months and six months ended June 30, 1995 and 1996 (Unaudited) . . . . . . . . . . . . . . . . . . . . 2 Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 1995 and 1996 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notes to Condensed Consolidated Financial Statements (Unaudited) . . . . . . . . . . . . . . . . 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-9 Part II. Other Information Item 6. Exhibits and reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3 PART I. FINANCIAL INFORMATION ALEXANDER ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Information at June 30, 1996 is unaudited.)
ASSETS December 31, June 30, 1995 1996 -------------- --------------- Current assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,451,983 $ 1,572,465 Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,192,891 4,337,997 Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . 528,089 652,781 ------------ ------------ Total current assets . . . . . . . . . . . . . . . . . . . . . . . 6,172,963 6,563,243 Properties and equipment, less accumulated amortization and depreciation of $49,863,075 as of December 31, 1995 and $54,068,956 as of June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,155,818 81,159,183 Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,537,917 1,931,765 ------------ ------------ $ 91,866,698 $ 89,654,191 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . $ 8,505,514 $ 8,670,821 Long-term debt due within one year (Note 3) . . . . . . . . . . . . . . . . 4,162,475 6,212,473 ------------- ------------ Total current liabilities . . . . . . . . . . . . . . . . . . . . . 12,667,989 14,883,294 Long-term debt due after one year (Note 3) . . . . . . . . . . . . . . . . . 44,350,985 39,406,441 Noncurrent gas balancing, gas prepayments and other noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . 3,163,282 2,875,208 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,056,000 1,266,782 Stockholders' equity: Preferred stock - none issued and outstanding . . . . . . . . . . . . . . . --- --- Common stock - issued - 12,451,605 and 12,466,262 shares at December 31, 1995 and June 30, 1996, respectively . . . . . . . . . . . 373,548 373,988 Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,262,808 40,447,229 Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,007,914) (9,598,751) ------------ ------------ Total stockholders' equity . . . . . . . . . . . . . . . . . . . . 30,628,442 31,222,466 ------------ ------------ $ 91,866,698 $ 89,654,191 ============ ============
See accompanying notes. 1 4 ALEXANDER ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three months ended Six months ended June 30, June 30, ------------------------------ ------------------------------ 1995 1996 1995 1996 ------------ -------------- -------------- -------------- Revenues: Oil and gas sales . . . . . . . . . . . . $ 4,565,975 $ 4,750,619 $ 9,089,608 $ 9,262,167 Interest and other . . . . . . . . . . . 115,604 168,639 150,625 274,553 Management fees and well operator reimbursements . . . . . . . . . . . . 716,418 479,517 1,414,570 972,293 ----------- ----------- ----------- ----------- Total revenues . . . . . . . . . 5,397,997 5,398,775 10,654,803 10,509,013 ----------- ----------- ----------- ----------- Costs and expenses: Direct lifting costs . . . . . . . . . . 1,355,524 897,363 2,761,513 1,841,087 Gross production and severance tax . . . 280,057 291,213 557,517 567,771 Amortization and depreciation . . . . . . 2,111,320 2,177,942 4,368,807 4,261,137 General and administrative expenses . . . 974,977 705,811 1,721,640 1,290,426 Interest expense . . . . . . . . . . . . 1,012,626 1,008,925 1,983,135 1,928,647 Nonrecurring abandoned merger costs . . . --- --- 300,000 --- ----------- ----------- ----------- ----------- Total costs and expenses . . . . 5,734,504 5,081,254 11,692,612 9,889,068 ----------- ----------- ----------- ----------- Income (loss) before provision (benefit) for income taxes . . . . . . . . . . . . (336,507) 317,521 (1,037,809) 619,945 Provision (benefit) for deferred income taxes . . . . . . . . . . . . . . . . . . (124,000) 107,957 (384,000) 210,782 ----------- ----------- ----------- ----------- Net income (loss) . . . . . . . . . . . . . $ (212,507) $ 209,564 $ (653,809) $ 409,163 =========== =========== =========== =========== Weighted average common and common equivalent shares outstanding . . . . . 12,277,210 12,497,468 12,274,913 12,501,129 =========== =========== =========== =========== Net income (loss) per common and common equivalent share . . . . . . . . $ (.02) $ .02 $ (.05) $ .03 =========== =========== =========== ===========
2 5 ALEXANDER ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six months ended June 30, -------------------------------- 1995 1996 --------------- ------------- Cash flows from operating activities: Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (653,809) $ 409,163 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Amortization and depreciation . . . . . . . . . . . . . . . . . . . . . . 4,368,807 4,261,137 Amortization of deferred compensation for stock awards . . . . . . . . . 202,870 104,026 Accretion of imputed interest . . . . . . . . . . . . . . . . . . . . . . 74,850 48,816 Provision (benefit) for deferred income taxes . . . . . . . . . . . . . . (384,000) 210,782 Gain on sale of other properties and equipment . . . . . . . . . . . . . --- (65,000) (Increase) decrease in accounts receivable . . . . . . . . . . . . . . . 827,365 (145,106) Increase in prepaid expenses and other . . . . . . . . . . . . . . . . . (385,810) (124,692) Increase (decrease) in accounts payable and accrued liabilities . . . . . (2,719,654) 165,307 Increase in noncurrent gas balancing liability and other noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . 45,816 4,825 ------------ ------------ Net cash provided by operating activities . . . . . . . . . . . . . . . 1,376,435 4,869,258 Cash flows from investing activities: Increase in other assets, net . . . . . . . . . . . . . . . . . . . . . . . (7,581) (393,848) Additions to properties and equipment . . . . . . . . . . . . . . . . . . (3,052,531) (2,653,532) Proceeds from the sale of properties and equipment . . . . . . . . . . . . 53,175 1,112,315 ------------ ------------ Net cash used by investing activities . . . . . . . . . . . . . . . . . (3,006,937) (1,935,065) Cash flows from financing activities: Proceeds from borrowings on long-term debt . . . . . . . . . . . . . . . . 3,000,000 --- Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (1,011,508) (2,894,546) Proceeds from exercise of employee stock options . . . . . . . . . . . . . 22,810 80,835 ------------ ------------ Net cash provided (used) by financing activities . . . . . . . . . . . 2,011,302 (2,813,711) ------------ ------------ Net increase in cash and cash equivalents during the period . . . . . . . . . 380,800 120,482 ------------ ------------ Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . 792,752 1,451,983 ------------ ------------ Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . $ 1,173,552 $ 1,572,465 ============ ============ Interest paid amounted to $1,842,660 and $1,919,545 for the six months ended June 30, 1995 and 1996, respectively. In 1996, the Company eliminated gas balancing liabilities of $341,715 in connection with the sale of certain properties.
See accompanying notes. 3 6 ALEXANDER ENERGY CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The consolidated results presented for the six-month periods ended June 30, 1995 and 1996 are unaudited but the management of Alexander Energy Corporation believes that all adjustments, which consist only of normal recurring adjustments, necessary for a fair presentation of the consolidated results of operations for the periods have been included. The consolidated results are not necessarily indicative of those to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. 2. Net income (loss) per common and common equivalent share is computed on the basis of weighted average shares of common stock, and dilutive stock options and warrants. Fully diluted per share information is considered equal to primary per share information because the addition of potentially dilutive securities that are not common stock equivalents would have been either antidilutive or immaterial. 3. In August 1996, the Company obtained a letter from its bank providing an extension of the maturity date for the term note and extending the time which the borrowing base is reduced quarterly by 1/16th through December 31, 2000 on the revolving credit facility until July 1, 1997, subject to completion of appropriate documentation. Accordingly the Company has classified $5.0 million and $33.0 million as long-term debt due after one year related to the term note and the revolving credit facility in the accompanying June 30, 1996 Condensed Consolidated Balance Sheet. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company follows the full cost method of accounting for its oil and natural gas properties. Under such method, the net book value of such properties, less related deferred income taxes, may not exceed a calculated "ceiling." The ceiling is the estimated after-tax future net revenues from proved oil and natural gas properties, discounted at 10% per annum plus the lower of cost or fair market value of unproved properties. In calculating future net revenues, prices and costs in effect at the time of the calculation are held constant indefinitely, except for changes which are fixed and determinable by existing contracts. The net book value is compared to the ceiling on a quarterly basis. The excess, if any, of the net book value above the ceiling is required to be written off as an expense. Under the Securities and Exchange Commission's full cost accounting rules, any write-off recorded may not be reversed even though higher oil and natural gas prices may increase the ceiling applicable to future periods. There is no assurance that future oil and gas reserve volume or product price decreases will not result in additional reductions in the net book value of the oil and gas properties of the Company. The Company records natural gas sales on the entitlement method, recognizing only its net share of production as revenues. Any amount received in excess of the Company's revenue interest is recorded as a natural gas balancing liability and conversely any deficiency is recorded as a natural gas balancing asset. The Company has also received non- interest bearing prepayments on future natural gas production which provide for recoupment, most of which are refundable upon the earlier of the end of the productive life of the 4 7 respective well or expiration of the natural gas purchase contract. The natural gas prepayments will be recognized as revenue when, and if, the natural gas is delivered. Amortization of oil and natural gas properties is computed using a unit of revenue method based on current gross revenues from production in relation to estimated future gross revenues from production of proved oil and natural gas reserves. The amortization rates for future periods will increase or decrease corresponding with the fluctuations in oil and natural gas prices, reserve volumes and production. To manage its acquisition, exploitation and drilling activities, the Company maintains a professional staff of geologists, engineers, landmen and others. Although maintaining such staff increases general and administrative expenses on an absolute basis, the Company's experienced technical staff has been a key to its ability to generate sufficient drilling prospects and exploitation opportunities to replace produced reserves. By managing operations for a substantial number of its wells, the Company has been able to maintain efficiencies in operations as well as obtain operator and management fees which offset the majority of its general and administrative expenses. In 1995 and 1996, Alexander sold numerous nonstrategic oil and gas properties, the cash proceeds of which amounted to approximately $1.8 million and $800,000, respectively. As discussed in further detail below in Oil and Gas Sales, Well Operator and Management Fees and Oil and Gas Operating Expenses, the 1996 and 1995 oil and gas property sales are expected to reduce Alexander's annual 1996 operating income before amortization and depreciation by approximately $500,000 and $300,000, respectively, from the amount reported in 1995. PROPOSED MERGER On January 2, 1996, the Company announced that it had signed a letter of intent providing for a combination of National Energy Group, Inc. ("NEG") and the Company. Under terms of the letter of intent as amended, the Company and NEG had until April 30, 1996 to complete their due diligence investigations and attempt to reach a definitive agreement on the terms of a transaction. On May 6, 1996, the Company announced that the Company and NEG had not reached agreement on the terms of a definitive merger agreement by the April 30, 1996 standstill deadline; however, a definitive merger agreement was signed on June 6, 1996. On August 9, 1996, NEG and the Company mailed the Joint Proxy Statement and Prospectus to shareholders of record for both companies. Each company has scheduled a shareholder meeting on August 29, 1996 to count the shareholder vote for approval of the merger and contemplate concluding the merger by month end. For more information regarding the proposed merger of the Company and NEG, see the August 9, 1996 Joint Proxy Statement and Prospectus of the Company and NEG. RESULTS OF OPERATIONS-THREE MONTHS ENDED JUNE 30, 1995 AND 1996 Total Revenues; Oil and Gas Sales. Total revenues remained relatively constant for the three months ended June 30, 1996 compared to the three months ended June 30, 1995. The slight increase in total revenues was comprised of increased oil and natural gas sales and decreased well operator reimbursements resulting from the sale of certain properties during 1995 and the first quarter of 1996. The increased oil and natural gas sales are attributable to lower production volumes for both oil and natural gas as a result of certain wells sold during 1995 and January 1996, offset by higher product prices for both oil and natural gas. The increase in oil and gas sales consisted of decreased production for both oil and natural gas. Oil revenues decreased by 32% due to a 37% decrease in production quantities and a 8% increase in the average price 5 8 per Bbl of production for the three months ended June 30, 1996 as compared to 1995. Natural gas revenues increased by 14% due to a 37% increase in the average price per Mcf of natural gas produced, offset by a 17% decrease in product quantities for the three months ended June 30, 1996 as compared to 1995. Well Operator and Management Fees. Well operator and management fees decreased 33% for the three months ended June 30, 1996 compared to the same period in 1995. This decrease is attributable to a reduction in the number of operated producing properties, due to the sale of certain properties during 1995 and the first quarter of 1996. Included in the management fees were reimbursements of overhead expense of $5,000 per month from AEJH 1987 and $10,000 per month from the AEJH 1989 Limited Partnerships (the "Partnerships"). In May 1996, the Company agreed to liquidate and terminate these Partnerships by June 15, 1996, the net income effect of which is not expected to be significant. Interest and Other Revenues. The increase in interest and other revenue for the three months ended June 30, 1996 compared to 1995 resulted from interest income on invested cash, marketing fees for both oil and natural gas and gains recognized from the sale of certain real estate. Oil and Gas Prices. Oil prices received by the Company increased 8% during the three months ended June 30, 1996, resulting in an average price of $19.87 per Bbl compared to the average price per Bbl of $18.32 for the same period in 1995. Revenues and operating results for future periods will continue to be impacted by price fluctuations which are largely influenced by market conditions and the quantity of the oil sold by OPEC. During the three months ended June 30, 1996, the Company experienced an increase in natural gas prices. In recent years, the Company has sold much of its natural gas under short-term (typically month-to-month) contracts. Natural gas prices received by the Company increased 37% during the three months ended June 30, 1996, resulting in an average price of $2.08 per Mcf compared to an average price per Mcf of $1.52 for the same period in 1995. Future sales prices will be dependent upon the future supply and demand of natural gas in the market and the quantities of gas sold under short-term contracts as opposed to quantities sold under long-term contracts, which currently command higher prices. Oil and Gas Production. Production and average prices received per Bbl and Mcf are as follows:
Three months ended June 30, --------------------------- 1995 1996 ---------- --------- Crude oil: Production (Bbls) . . . . . . . . . . . . . . . . . . . . . . . . 51,958 32,655 Average price received per barrel . . . . . . . . . . . . . . . . $18.32 $19.87 Natural gas: Production (Mcf) . . . . . . . . . . . . . . . . . . . . . . . . . 2,378,207 1,972,574 Average price received per Mcf . . . . . . . . . . . . . . . . . . $ 1.52 $2.08
Oil and natural gas production volumes for the three months ended June 30, 1996 on an Mcf equivalent (Mcfe) basis decreased from such volumes for the same period in 1995 by 19%. This decrease in production was due to the sale of certain producing properties during the three months ended March 31, 1996 and during the year ended 1995. Although the Company experienced some curtailments of gas production, these curtailments have 6 9 not been material. The curtailments were primarily attributable to excess supply and price competitiveness with oil. There can be no assurance that the Company will not experience future curtailments. Oil and natural gas production volumes for the year ended December 31, 1996 are expected to be lower than 1995. This expected decrease is primarily attributable to a decrease in development activities in 1995 and 1996 and due to the sale of certain properties during 1995 and the three months ended March 1996. Total Expenses; Oil and Gas Operating Expenses. Total costs and expenses decreased for the three months ended June 30, 1996 compared to the same period in 1995. Oil and gas operating expenses decreased for the three months ended June 30, 1996 compared to the same period in 1995, due to reduced operating expenses attributable to a lesser number of producing wells, which were sold during 1995 and the three months ended March 1996. Oil and gas operating expenses decreased on an Mcfe basis to $.55 for the three months ended June 30, 1996 compared to $.61 for the same period in 1995. Amortization and Depreciation. The amortization and depreciation rate per dollar of oil and gas sales for the three months ended June 30, 1996 remained relatively constant at $.45 compared to $.46 for the same period in 1995. The slightly decreased rate for the three months ended June 30, 1996 was primarily due to the increased estimated future gross revenues resulting from the higher product price for both oil and natural gas for the three months ended June 30, 1996. The amortization and depreciation rates for future periods will increase or decrease corresponding with the fluctuations in oil and gas prices, reserve volumes and production. General and Administrative Expenses. General and administrative expenses decreased for the three months ended June 30, 1996 compared to the same period in 1995. This decrease was primarily related to a lesser number of personnel comprising general and administrative expenses for the three months ended June 30, 1996 compared to the same period in 1995. Well operator and management fees offset 68% of net general and administrative expenses during the three months ended June 30, 1996 compared to 73% during the same period in 1995. Interest Expense. Interest expense decreased slightly for the three months ended June 30, 1996 compared to the same period in 1995 due to a decrease in the outstanding borrowings. The Company's revolving credit facility bears interest at LIBOR plus 2.0% (a rate of 7.4375% at June 30, 1996). The Company's term note bears interest at the prime rate plus 3% ( an aggregate rate of 11.25% at June 30, 1996) through October 15, 1996 and the prime rate plus 4% thereafter. The weighted average interest rate increased to 8.85% for the three months ended June 30, 1996 compared to 8.02% for the same period in 1995. The Company's outstanding borrowings under certain long-term debt agreements will bear interest at rates higher than the 1995 rates or the rates for the three months ended March 31, 1996 due to modifications to certain debt agreements in May 1996. (See "Long Term Debt") Taxes. As a result of public offerings in 1993, the Company had an ownership change pursuant to Section 382 of the Internal Revenue Code. Accordingly, in 1996 and 1995, the Company's provision or benefit for income taxes approximated the statutory federal rate. RESULTS OF OPERATIONS-SIX MONTHS ENDED JUNE 30, 1995 AND 1996 Total Revenues; Oil and Gas Sales. Total revenues decreased for the six months ended June 30, 1996 compared to the six months ended June 30, 1995. The decrease in total revenues was comprised of increased oil and natural gas sales and decreased well operator reimbursements resulting from the sale of certain properties during 1995 and the first quarter of 1996. The increased oil and natural gas sales are attributable to higher 7 10 product prices for both oil and natural gas, offset by lower production volumes for both oil and natural gas as a result of certain wells sold during 1995 and January 1996. The 1996 and 1995 oil and gas property sales are expected to reduce 1996 annual oil and gas sales by approximately $900,000 and $300,000, respectively, from the amount reported in 1995. The increase in oil and gas sales consisted of increased prices for both oil and natural gas, partially offset by decreased production for both oil and natural gas. Oil revenues decreased by 34% due to a 39% decrease in production quantities and a 8% increase in the average price per Bbl of production for the six months ended June 30, 1996 as compared to 1995. Natural gas revenues increased by 11% due to a 37% increase in the average price per Mcf of natural gas produced, offset by a 19% decrease in product quantities for the six months ended June 30, 1996 as compared to 1995. Well Operator and Management Fees. Well operator and management fees decreased 31% for the six months ended June 30, 1996 compared to the same period in 1995. This decrease is attributable to a reduction in the number of operated producing properties, due to the sale of certain properties during 1995 and the first quarter of 1996. The 1996 and 1995 oil and gas property sales are expected to reduce annual 1996 well operator fees by approximately $500,000 and $100,000, respectively, from the amount reported in 1995. Included in the management fees were reimbursements of overhead expense of $5,000 per month from AEJH 1987 and $10,000 per month from the AEJH 1989 Limited Partnerships (the "Partnerships"). In May 1996, the Company agreed to liquidate and terminate these Partnerships June 15, 1996, the net income effect of which is not expected to be significant. Interest and Other Revenues. The increase in interest and other revenue for the six months ended June 30, 1996 compared to 1995 resulted from interest income on invested cash, marketing fees for both oil and natural gas and gains recognized from the sale of certain real estate. Oil and Gas Prices. Oil prices received by the Company increased 8% during the six months ended June 30, 1996, resulting in an average price of $18.92 per Bbl compared to the average price per Bbl of $17.59 for the same period in 1995. Revenues and operating results for future periods will continue to be impacted by price fluctuations which are largely influenced by market conditions and the quantity of the oil sold by OPEC. During the six months ended June 30, 1996, the Company experienced an increase in natural gas prices. In recent years, the Company has sold much of its natural gas under short-term (typically month-to-month) contracts. Natural gas prices received by the Company increased 37% during the six months ended June 30, 1996, resulting in an average price of $2.03 per Mcf compared to an average price per Mcf of $1.48 for the same period in 1995. Future sales prices will be dependent upon the future supply and demand of natural gas in the market and the quantities of gas sold under short-term contracts as opposed to quantities sold under long-term contracts, which currently command higher prices. 8 11 Oil and Gas Production. Production and average prices received per Bbl and Mcf are as follows:
Six months ended June 30, --------------------------- 1995 1996 ---------- ---------- Crude oil: Production (Bbls) . . . . . . . . . . . . . . . . . 106,327 65,052 Average price received per barrel . . . . . . . . . $17.59 $18.92 Natural gas: Production (Mcf) . . . . . . . . . . . . . . . . . . 4,881,070 3,961,596 Average price received per Mcf . . . . . . . . . . . $ 1.48 $2.03
Oil and natural gas production volumes for the six months ended June 30, 1996 on an Mcf equivalent (Mcfe) basis decreased from such volumes for the same period in 1995 by 21%. This decrease in production was due to the sale of certain producing properties during the three months ended March 31, 1996 and during the year ended 1995. Although the Company experienced some curtailments of gas production, these curtailments have not been material. The curtailments were primarily attributable to excess supply and price competitiveness with oil. There can be no assurance that the Company will not experience future curtailments. Oil and natural gas production volumes for the year ended December 31, 1996 are expected to be lower than 1995. This expected decrease is primarily attributable to a decrease in development activities in 1995 and 1996 and due to the sale of certain properties during 1995 and the three months ended March 1996. Total Expenses; Oil and Gas Operating Expenses. Total costs and expenses decreased for the six months ended June 30, 1996 compared to the same period in 1995. Oil and gas operating expenses decreased for the six months ended June 30, 1996 compared to the same period in 1995, due to reduced operating expenses attributable to a lesser number of producing wells, which were sold during 1995 and the three months ended March 1996. The 1996 and 1995 oil and gas property sales are expected to reduce annual 1996 oil and gas operating expenses by approximately $900,000 and $100,000, respectively, from the amount reported in 1995. Oil and gas operating expenses decreased on an Mcfe basis to $.55 for the six months ended June 30, 1996 compared to $.60 for the same period in 1995. Amortization and Depreciation. The amortization and depreciation rate per dollar of oil and gas sales for the six months ended June 30, 1996 decreased to $.46 compared to $.48 for the same period in 1995. The decreased rate for the six months ended June 30, 1996 was primarily due to the increased estimated future gross revenues resulting from the higher product price for both oil and natural gas for the six months ended June 30, 1996. The amortization and depreciation rates for future periods will increase or decrease corresponding with the fluctuations in oil and gas prices, reserve volumes and production. General and Administrative Expenses. General and administrative expenses decreased for the six months ended June 30, 1996 compared to the same period in 1995. This decrease was primarily related to a lesser number of personnel comprising general and administrative expenses for the six months ended June 30, 1996 compared to the same period in 1995. Well operator and management fees offset 75% of net general and administrative expenses during the six months ended June 30, 1996 compared to 82% during the same period in 1995. 9 12 Interest Expense. Interest expense decreased for the six months ended June 30, 1996 compared to the same period in 1995 due to a decrease in the outstanding borrowings. The Company's revolving credit facility bears interest at LIBOR plus 2% (a rate of 7.4375% at June 30, 1996). The Company's term note bears interest at the prime rate plus 3% (an aggregate rate of 11.25% at June 30, 1996) through October 15, 1996 and the prime rate plus 4% thereafter. The weighted average interest rate increased to 8.22% for the six months ended June 30, 1996 compared to 7.85% for the same period in 1995. The Company's outstanding borrowings under certain long-term debt agreements will bear interest at rates higher than the 1995 rates or the rates for the six months ended June 30, 1996 due to modifications to certain debt agreements in May 1996. Nonrecurring Abandoned Merger Costs. The Company had no such expenses for the six months ended June 30, 1996. On May 10, 1995, the Company announced the termination of discussions regarding the possible outstanding merger with Abraxas and, accordingly, expensed $300,000 of related costs. Taxes. As a result of public offerings in 1993, the Company had an ownership change pursuant to Section 382 of the Internal Revenue Code. Accordingly, in 1996 and 1995, the Company's provision or benefit for income taxes approximated the statutory federal rate. LIQUIDITY AND CAPITAL RESOURCES General. The Company's capital requirements relate primarily to exploitation, development, exploration and acquisition activities. In general, because the Company's oil and gas reserves are depleted by production, the success of its business strategy is dependent upon a continuous exploitation, development, exploration and acquisition program. Historically, the Company has funded its capital requirements through cash flow from operations, bank borrowings, various carried interest arrangements (whereby other parties paid a portion of the Company's share of costs) and equity sales. The Company's capital resources available to fund capital requirements consist primarily of cash flow from operations, not otherwise used to retire outstanding long-term debt. As of June 1996, the Company has capital expenditure commitments of less than $.5 million which the Company believes can be funded through cash flow from operations. The Company's capital expenditure budget for the remaining six months of 1996 is approximately $12 million, substantially all of which represents the development of Company proved undeveloped locations. However, the Company has recently focused its current efforts on the merger with NEG. Accordingly, the development of proved undeveloped locations in 1996 has been temporarily delayed until the resolution of this event. See the Joint Proxy Statement and Prospectus for a discussion of the anticipated capital resources available to fund capital expenditures upon consummation of the proposed merger with NEG. The Company believes it can accomplish a portion of this development program, subject to obtaining financing on a timely basis, in the last half of 1996, if the merger is not consummated; however there are no assurances as to that. Substantially all of the budget amount in excess of that expected to be available from operations, after debt service, will have to be funded through various alternatives, including equity sales, debt offerings, and/or non-key property sales. Proceeds from the financing alternatives will have to be sufficient in amount to also retire the Company's outstanding term note with a bank, which has a balance at June 30, 1996 of $9.2 million. Deferral of the budgeted capital expenditures may cause a delay in the realization of undeveloped oil and gas reserves. Cash Flows. For the six months ended June 30, 1996, the Company's cash provided by operating activities was approximately $4.9 million, an increase of 254% compared to $1.4 for the same period in 1995. In 1996, the net change in assets and liabilities reduced cash flows from operating activities by $114, 000 compared to $2.2 million in the comparable period in 1995. This change was due principally to the Company's reduced exploration and development activity in 1995 compared to 1994 as well as its focus on maintenance of adequate working capital to sustain future operations. The Company has a $2.9 million net gas balancing liability 10 13 attributable to 2.1 Bcf of natural gas production in excess of the Company's entitled natural gas volumes. The majority of these excess sales are from properties that have gas balancing agreements which provide for recoupments by the underproduced owners from 25% of volumes attributable to the Company's interest. At June 30, 1996, approximately $1.5 million was included in current liabilities associated with such net excess sales liability. Net cash used by investing activities for the six months ended June 30, 1996 decreased approximately $1.1 million from the same period in 1995. Additions to oil and gas properties decreased by approximately $.4 million due primarily to reduced oil and gas property acquisitions and development. Proceeds from the sale of properties and equipment increased in 1996 to approximately $1.1 million, resulting from the sale of oil and gas properties in January 1996, as discussed above. Net cash used by financing activities was approximately $2.8 million for the six months ended June 30, 1996 compared to net cash provided of $2.0 million for the corresponding period in 1995. Net cash used for the six months ended June 30, 1996 resulted from payments on long-term debt, offset by proceeds from the exercise of employee stock options. At June 30, 1996, the Company had a working capital deficit of $8.3 million and had no availability under its revolving line of credit. (See "Long Term Debt"). Long Term Debt. At December 31, 1995, the Company had $44.0 million outstanding under its revolving credit facility with a bank. Subsequent to December 31, 1995, the lender reduced the borrowing base to $33.0 million, effective to December 31, 1995, requiring the $11.0 million excess borrowings to be converted to a term note. In May and August 1996, the Company amended the credit agreement (the "Amended Agreement"). Under the Amended Agreement, the term note requires, among other things, monthly payments of principal of $350,000 plus interest, effective April 1996, through its maturity date of July 1, 1997 at which time the remaining unpaid principal and interest become due. The term note bears interest at the prime rate plus 3% (an aggregate rate of 11.25% at June 30, 1996) through October 15, 1996 and the prime rate plus 4% thereafter. The borrowings associated with the revolving credit facility cannot exceed the borrowing base, which relates to the Company's oil and gas reserve base. The borrowing base is subject to semi annual redeterminations each April and October until July 1, 1997, at which time the borrowing base is reduced quarterly by 1/16th through December 31, 2000. The revolving credit facility interest rate increased to LIBOR plus 2.0%, under the Amended Agreement (7.4375% at June 30, 1996). All of the borrowings outstanding with this lender, under the Amended Agreement, are secured by a first and prior lien on substantially all of the Company's assets. At June 30, 1996, the Company also had $2.0 million outstanding under a term note with a stockholder which contains various financial covenants. In May 1996, the Company obtained a waiver through April 1, 1997 from the stockholder for noncompliance with certain covenants. Under the waiver, the Company made its scheduled principal payment of $1.0 million in June 1996. The Stockholder may, at its sole discretion, require the remaining $2 million of unpaid principal and accumulated interest due anytime after April 1, 1997. Accordingly, such debt has been included in long term debt due within one year in the accompanying June 30, 1996 consolidated balance sheet. The Company also secured the stockholder loan on an equal basis with the bank debt discussed above and agreed to liquidate and distribute the assets of the AEJH 1985, AEJH 1987 and AEJH 1989 Limited Partnerships. 11 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings A petition was filed in Oklahoma County District Court on July 25, 1995, against the Company and its directors by Bill V. Dean and Elliott Associates, L.P. ("Elliott"). The suit purported to be a derivative action on behalf of the Company against the Board of Directors for breach of fiduciary duties in enacting a share rights plan, approving certain severance contracts and policy, and proposing the Senior Note Offering. No damages are being sought against the Company. The suit asks that the Company's share rights plan and severance contracts and policy be invalidated, seeks an injunction against the Company's Senior Note Offering and requests damages to the Company from the directors in excess of $10,000. In August 1995, the Company elected to defer its proposed Senior Note Offering. The Company filed a motion to dismiss which was granted by the court in 1995 dismissing Elliott as plaintiff. The court granted Elliott leave to file an amended petition. Elliott declined to file an amended petition and is appealing its dismissal to the Oklahoma Court of Appeals. The Company and its directors have filed their answer denying all allegations. The suit is currently in discovery. The Company believes the derivative action is without merit and will vigorously defend against this action. The Company and its subsidiaries are named defendants in lawsuits and are involved from time to time in governmental proceedings, all arising in the ordinary course of business. Although the outcome of these lawsuits and proceedings cannot be predicted with certainty, management does not expect these matters will have a material adverse effect on the financial position of the Company. Item 3. Defaults Upon Senior Securities See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Long Term Debt. Item 6. Exhibits and reports on Form 8-K (a) (i) Exhibit 11 - Computation of Earnings (Loss) Per Share (ii) Exhibit 27 - Financial Data Schedule (b) No reports on Form 8-K were filed during the three months ended June 30, 1996. 12 15 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALEXANDER ENERGY CORPORATION DATE August 14, 1996 /s/ Jim L. David ------------------------------- -------------------------------------- Jim L. David, Executive Vice President DATE August 14, 1996 /s/ David E. Grose ------------------------------- -------------------------------------- David E. Grose, Vice President, Treasurer and Chief Financial Officer 13 16 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 11 Computation of Earnings (Loss) Per Share 27 Financial Data Schedule EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11 ALEXANDER ENERGY CORPORATION COMPUTATION OF EARNINGS (LOSS) PER SHARE Six Months Ended June 30, 1995 and 1996
For the Three Months Ended ----------------------------- March 31, June 30, ----------- ----------- Weighted average common and common equivalent shares: Common stock outstanding from beginning of period............. 12,271,563 12,273,993 Common stock issued............... 1,053 3,127 Common stock equivalents.......... --- --- ----------- ----------- 12,272,616 12,277,210 =========== =========== Net loss............................ $ (441,302) $ (212,507) =========== =========== Net loss per common and common equivalent share.................. $ (.04) $ (.02) =========== =========== Weighted average shares (sum of quarters above divided by two).... 12,274,913 =========== Net loss (sum of quarters above).................................. $ (653,809) =========== Net loss per common and common equivalent share................... $ (.05) =========== 1996 Weighted average common and common equivalent shares: Common stock outstanding from beginning of period............. 12,451,605 12,456,985 Common stock issued............... 19,569 4,993 Common stock retired.............. (14,868) --- Common stock equivalents.......... 48,484 35,490 ----------- ----------- 12,504,790 12,497,468 =========== =========== Net income.......................... $ 199,600 $ 209,564 =========== =========== Net income per common and common equivalent share.................. $ .02 $ .02 =========== =========== Weighted average shares (sum of quarters above divided by two).... 12,501,129 =========== Net income (sum of quarters above)................................ $ 409,163 =========== Net income per common and common equivalent share................. $ .03 ===========
EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) CONDENSED CONSOLIDATED BALANCE SHEET, CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FORM 10-Q JUNE 30, 1996 6-MOS JUN-30-1996 JAN-01-1996 JUN-30-1996 1,572,465 0 4,337,997 0 393,956 6,563,243 135,228,139 54,068,956 89,654,191 14,883,294 39,406,441 373,988 0 0 30,848,478 89,654,191 9,262,167 10,509,013 2,408,858 9,889,068 0 0 1,928,647 619,945 210,782 409,163 0 0 0 409,163 $.03 $.03
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