-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dh5j7GcSNl0CQE+Vey4TckVeYfY11DefMkN7HCzm/FsYdEeby2Ad2JU6LIm6TdBh tglwWS4/VguVhPXks38/8Q== 0000930661-95-000260.txt : 19950814 0000930661-95-000260.hdr.sgml : 19950814 ACCESSION NUMBER: 0000930661-95-000260 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CODA ENERGY INC CENTRAL INDEX KEY: 0000356799 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751842480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10955 FILM NUMBER: 95561466 BUSINESS ADDRESS: STREET 1: 5735 PINELAND DR STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146921800 MAIL ADDRESS: STREET 1: 5735 PINELAND DRIVE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 FORMER COMPANY: FORMER CONFORMED NAME: CHAPMAN ENERGY INC DATE OF NAME CHANGE: 19891012 FORMER COMPANY: FORMER CONFORMED NAME: DALLAS SUNBELT ENERGY INC DATE OF NAME CHANGE: 19821116 10-Q 1 FORM 10-Q (QE 6-30-95) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended JUNE 30, 1995 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 Number 0-10955 CODA ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 75-1842480 (State of incorporation) (IRS Employer Identification No.) 5735 Pineland Dr., Suite 300, Dallas, Texas 75231 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (214) 692-1800 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. X Yes No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Common Stock, $.02 Par Value 22,059,703 Shares Outstanding at August 1, 1995 PART I - FINANCIAL INFORMATION FINANCIAL STATEMENTS CODA ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS ------ (in thousands)
June 30, December 31, 1995 1994 (Unaudited) ------------ ----------- Current Assets: Cash and cash equivalents $ 6,474 $ 4,914 Accounts receivable - revenue 7,551 9,084 Accounts receivable - joint interest and other 1,766 2,229 Other current assets 1,276 1,535 -------- -------- 17,067 17,762 -------- -------- Amounts due from stockholders 1,375 131 -------- -------- Oil and gas properties (full cost accounting method) 190,967 204,207 Less accumulated depletion, depreciation and amortization 39,154 47,639 -------- -------- 151,813 156,568 -------- -------- Gas plants and gathering systems 29,835 37,734 Less accumulated depreciation 1,492 2,757 -------- -------- 28,343 34,977 -------- -------- Other properties, net 2,150 2,164 -------- -------- Other assets 2,354 2,063 -------- -------- $203,102 $213,665 ======== ========
See Notes to Consolidated Financial Statements 1 CODA ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ (in thousands, except per share amounts)
June 30, December 31, 1995 1994 (Unaudited) ------------ ----------- Current liabilities: Current maturities of long-term debt and notes payable $ 424 $ 453 Accounts payable - trade 5,954 6,607 Accounts payable - revenue and other 3,599 3,462 Accrued interest 1,375 660 Income taxes payable 733 389 -------- -------- 12,085 11,571 -------- -------- Long-term debt - less current maturities 105,063 112,954 -------- -------- Deferred income taxes 11,213 12,759 -------- -------- Commitments and contingent liabilities Stockholders' equity: Common Stock, 40,000 shares of $.02 par value authorized; 22,228 and 22,047 shares issued at December 31, 1994, and June 30, 1995, respectively 445 441 Additional paid-in capital 69,977 68,502 Retained earnings since June 30, 1989 4,319 7,438 -------- -------- 74,741 76,381 -------- -------- $203,102 $213,665 ======== ========
See Notes to Consolidated Financial Statements 2 CODA ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 1994 1995 1994 1995 Revenues: ---- ---- ---- ---- Oil and gas sales $12,594 $15,596 $23,836 $30,544 Gas gathering and processing 4,296 9,109 4,447 17,013 Other income 253 309 471 496 ------- ------- ------- ------- 17,143 25,014 28,754 48,053 ------- ------- ------- ------- Costs and expenses: Oil and gas production 5,021 6,817 10,362 13,380 Gas gathering and processing 3,824 7,555 3,978 14,285 Depletion, depreciation and amortization 4,068 4,974 7,603 9,844 General and administrative 984 756 1,572 1,463 Interest 1,243 2,136 2,278 4,204 ------- ------- ------- ------- 15,140 22,238 25,793 43,176 ------- ------- ------- ------- Income before income taxes 2,003 2,776 2,961 4,877 Income tax expense 786 962 1,191 1,758 ------- ------- ------- ------- Net income $ 1,217 $ 1,814 $ 1,770 $ 3,119 ======= ======= ======= ======= Net income per common and common equivalent share $ 0.06 $ 0.08 $ 0.08 $ 0.14 ======= ====== ====== ======= Weighted average number of common and common equivalent shares outstanding 21,091 22,991 20,911 22,952 ======= ======= ======= =======
See Notes to Consolidated Financial Statements 3 CODA ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands)
Six Months Ended June 30, ----------------------------- 1994 1995 Cash flows from operating activities: ---- ---- Net income $ 1,770 $ 3,119 Adjustments to reconcile net income to net cash provided by operating activities: Depletion, depreciation and amortization 7,603 9,844 Deferred income tax expense 896 1,546 Other 228 299 Effect of changes in: Accounts receivable 676 (1,996) Other current assets 43 24 Accounts payable and other current liabilities (2,183) (545) -------- -------- Net cash provided by operating activities 9,033 12,291 -------- -------- Cash flows from investing activities: Additions to oil and gas properties (8,592) (14,772) Proceeds from sale of assets 694 1,817 Purchase of Taurus Energy Corp. (3,250) --- Gas plant and gathering systems and other property additions (478) (8,005) Investment in common equity securities --- (573) Payments received on amounts due from stockholders --- 1,244 Other (230) 35 -------- -------- Net cash used by investing activities (11,856) (20,254) Cash flows from financing activities: Proceeds from bank borrowings 17,000 14,400 Repayment of debt (13,906) (6,491) Proceeds from exercise of options and warrants 439 619 Repurchases of common stock (814) (2,125) -------- -------- Net cash provided by financing activities 2,719 6,403 -------- -------- Decrease in cash (104) (1,560) Cash at beginning of period 4,040 6,474 -------- -------- Cash at end of period $ 3,936 $ 4,914 ======== ======== Supplemental cash flow information - Interest paid $ 1,894 $ 4,855 ======== ======== Income taxes paid $ --- $ 500 ======== ========
See Notes to Consolidated Financial Statements 4 CODA ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited, in thousands)
Common Stock Additional Retained ------------ Paid-In Earnings Since Shares Amount Capital June 30, 1989 ------ ------ ------- ------------- Balances December 31, 1994 22,228 $445 $69,977 $4,319 Shares issued as director compensation 4 --- 27 --- Shares issued upon exercise of stock options and warrants 186 4 615 --- Repurchase and cancellation of common stock (371) (8) (2,117) --- Net income --- --- --- 3,119 ------ ---- ------- ------ Balances June 30, 1995 22,047 $441 $68,502 $7,438 ====== ==== ======= ======
See Notes to Consolidated Financial Statements 5 CODA ENERGY, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) 1. ACCOUNTING AND REPORTING POLICIES The consolidated financial statements include the accounts of Coda Energy, Inc. ("Coda"), its majority-owned subsidiaries and its pro rata share of the assets, liabilities and operations of oil and gas partnerships and joint ventures (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. The accompanying consolidated financial statements, which should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994, reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary to present fairly the financial position as of June 30, 1995, and the results of operations and cash flows for the six months ended June 30, 1994, and 1995. The results for the six months ended June 30, 1995, are not necessarily indicative of results for a full year. Fees from overhead charges billed to working interest owners, including the Company, of $1,730,000 and $2,726,000 for the six months ended June 30, 1994, and 1995, respectively, have been classified as a reduction of general and administrative expenses in the accompanying consolidated statements of operations. 2. MERGER WITH DIAMOND On September 30, 1994, the Company acquired all of the issued and outstanding stock of Diamond Energy Operating Company and Diamond A Inc. (collectively, "Diamond"). The Company issued an aggregate of 3,647,715 shares of the Company common stock to the Diamond stockholders. The merger with Diamond has been accounted for as a pooling of interests. Accordingly, the merger of the equity interests has been given retroactive effect in these financial statements for periods prior to the merger to represent the combined financial statements of the previously separate entities. 3. HEDGING TRANSACTIONS In March 1995, the Company entered into a swap agreement covering 15,000 barrels of oil per month for April through September 1995 at a strike price of $19.02 per barrel. In addition, the Company granted the holder an option to extend this swap for an additional 18 months. The following table sets forth the barrels and weighted average NYMEX prices hedged under various swap agreements entered into as of June 30, 1995. 6
Weighted Barrels Average Periods Covered Hedged Price --------------- ------ ----- Six months ending December 31, 1995 465,000 $18.76 Year ending December 31, 1996 740,000 $18.79 Year ending December 31, 1997 375,000 $19.02
The Company has also sold call options covering 25,000 Bbls of oil per month at an option price of $18.30 per Bbl for the period October 1995 to August 1996, and at an option price of $20.00 per Bbl for the period from September 1996 to August 1997. 4. CREDIT AGREEMENT Effective August 1, 1995, the scheduled semi-annual redetermination of the Company's borrowing base under its credit agreement was completed with the borrowing base set at $130.0 million. The borrowing base will be reduced to $125.0 million on November 30, 1995. As of August 1, 1995, approximately $21.0 million was available for borrowing. 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ----------------------------------------------------------------------- OF OPERATIONS ------------- Coda Energy, Inc. ("Coda"), an independent energy company, together with its subsidiaries (the "Company") is principally engaged in the acquisition and exploitation of (i) producing oil and natural gas properties, (ii) natural gas processing and liquids extraction facilities, and (iii) natural gas gathering systems. Coda seeks to acquire properties whose predominant economic value is attributable to proved producing reserves and to enhance that value through control of operations, reduction of costs, development of properties and expansion of natural gas gathering systems. Coda's producing properties are concentrated in the mid-continent region of the United States. Coda's principal strategy is to increase oil and natural gas reserves and cash flow by selectively acquiring and exploiting producing oil and natural gas properties, especially those properties with enhanced recovery and other low- risk development potential. Coda's exploitation efforts include, where appropriate, the drilling of low-risk development wells, the initiation of secondary recovery projects, the renegotiation of marketing agreements and the reduction of drilling, completion and lifting costs. Cost savings may be principally achieved through reductions in field staff and the more effective utilization of field facilities and equipment by virtue of geographic concentration. The Company has two principal operating sources of cash: (i) net oil and gas sales from its oil and gas properties and (ii) net margins earned from gas gathering and processing operations. The Company expects to continue its efforts to acquire additional oil and gas properties, gas processing plants and gas gathering systems. Future acquisitions, if any, would necessitate, in most cases, borrowing additional funds under the Company's credit facility. The ability to borrow such funds is dependent upon the Company's borrowing base from time to time and the effect upon the borrowing base of the properties to be acquired. On September 30, 1994, pursuant to an Agreement and Plan of Merger, the Company acquired all of the issued and outstanding stock of Diamond Energy Operating Company and Diamond A Inc. (collectively, "Diamond"). The merger with Diamond has been accounted for as a pooling of interests. Accordingly, the merger of the equity interests has been given retroactive effect in the financial statements for periods prior to the merger to represent the combined financial statements of the previously separate entities. In March 1995, the Financial Accounting Standards Board adopted Financial Accounting Standard No. 121 "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("FAS 121") which provides guidance for identifying and measuring the impairment of long-lived assets and will be effective for the Company for the year ended December 31, 1996. The Company does not presently expect that FAS 121, when adopted, will have any material impact on the Company's results of operation or financial position. RESULTS OF OPERATIONS The following table sets forth certain operating data regarding the production and sales volumes, average sales prices, and costs associated with the Company's oil and gas and gas gathering and processing operations for the periods indicated. 8
Three months Ended Six months Ended June 30, June 30, ---------------------- --------------------- OIL AND GAS OPERATING DATA: 1994 1995 1994 1995 ---- ---- ---- ---- Net production: 644 783 1,263 1,555 Oil (MBbls) 1,243 1,202 2,505 2,388 Gas (MMcf) Average sales price: Oil (per Bbl) $16.15 $ 17.63 $15.12 $ 17.33 Gas (per Mcf) $ 1.76 $ 1.50 $ 1.89 $ 1.51 Average production cost per BOE $ 5.90 $ 6.93 $ 6.16 $ 6.85 GAS GATHERING AND PROCESSING OPERATING DATA: Sales: Gas sales (MMBTU) 1,482 3,285 1,482 6,364 Gas sales average prices $ 1.70 $ 1.57 $ 1.70 $ 1.53 Natural gas liquids sales (M gallons) 6,114 13,445 6,774 26,013 Natural gas liquids average price $.2862 $ .2957 $.2807 $ .2804 Costs and expenses (in thousands): Gas purchases $3,194 $ 6,476 $3,208 $12,388 Plant operating expenses $ 630 $ 1,079 $ 770 $ 1,897
Comparison of the six months ended June 30, 1994 and 1995 Oil and gas sales for the six months ended June 30, 1995, increased 28% to approximately $30.5 million from approximately $23.4 million in the comparable period in 1994 primarily due to a 23% increase in oil production and an increase of $2.21 per barrel in average oil prices. The increase in production is a result of the acquisition of producing oil and gas properties in the fourth quarter of 1994, the Company's development drilling program and favorable response of the Company's waterflood units. This increase was partially offset by a 5% decrease in gas production and a decrease in gas prices of $.38 per Mcf. During the six months ended June 30, 1995, 88% of oil and gas sales was attributable to oil production. Oil and gas prices remain unpredictable. See "- Changes in Prices" below. During the six months ended June 30, 1994 and 1995, the Company's oil sales were decreased by $137,000 and $66,000, respectively, representing an oil hedge average price decrease of $.11 and $.04, per barrel, respectively, as a result of hedging transactions. As a result of the acquisition of Taurus Energy Corp. ("Taurus") on April 29, 1994, gas gathering and processing revenues, expenses and gross profit increased significantly for the three and six months ended June 30, 1995 compared to the same periods in 1994. The 1994 periods only include two months of Taurus' operations. Contributing to the increases in revenues and expenses was the acquisition for $6.5 million in January 1995 of the remaining interest in one of Taurus' gas plants. The level of revenues and expenses is largely dependent on natural gas and natural gas liquids prices and plant throughput volumes and therefore may fluctuate significantly. 9 Other income for the six months ended June 30, 1995 was essentially unchanged from 1994. Oil and gas production expenses (including production taxes) for the six months ended June 30, 1995, increased 29% to approximately $13.4 million from approximately $10.4 million for the same period in 1994, reflecting the effects of the increased production from the properties acquired in 1994 and from new wells drilled. Oil and gas production experiences for the six months ended June 30, 1995 were $6.85 per BOE and are expected to remain near this level for the remainder of the year. Depletion, depreciation and amortization expense for the six months ended June 30, 1995, increased 30% to approximately $9.8 million from approximately $7.6 million for the comparable period in 1994 reflecting the increases in oil production from acquisitions in 1994, property development and the acquisition of Taurus in April 1994. The increase attributable to Taurus was approximately $890,000. Oil and gas depletion, depreciation and amortization expense increased from $4.22 per BOE for the six months ended June 30, 1994, to $4.35 per BOE for the comparable period in 1995. The increase reflects the relatively higher purchase price of the reserves related to the properties acquired during 1994. The Company anticipates that the depletion, depreciation and amortization rate per BOE should be approximately $4.35 for 1995. General and administrative expenses for the six months ended June 30, 1995, decreased 7% to approximately $1.5 million from approximately $1.6 million for the same period in 1994. This decrease is primarily due to increased overhead charges billed to working interest owners on the properties acquired in December 1994, partially offset by additional employees needed as a result of acquisitions of oil gas properties and the acquisition of Taurus. The increase attributable to Taurus was approximately $306,000. The Company expects base general and administrative expenses, net of overhead recoveries, to remain near this level, absent significant additional acquisitions. Interest expense for the six months ended June 30, 1995, increased 85% to approximately $4.2 million from approximately $2.1 million for the comparable period in 1994, primarily as a result of increases in outstanding debt levels used to fund development drilling, oil and gas property acquisitions and the acquisition of Taurus and related assets, and higher interest rates in the first half of 1995. As a result of property acquisitions, the acquisition of Taurus, borrowing to fund the Company's development drilling program and increases in interest rates, interest expense should be higher in 1995. Net income for the six months ended June 30, 1995, increased to approximately $3.1 million from approximately $1.8 million for the comparable period in 1994, primarily due to an increase in oil production from the Company's waterflood units, Coda's development drilling program and the oil and gas property acquisitions in the fourth quarter of 1994, and an increase in the average price of oil by $2.21 per barrel. LIQUIDITY AND CAPITAL RESOURCES Major Sources and Uses of Capital Resources The Company has two principal operating sources of cash: (i) net oil and gas sales from its oil and gas properties and (ii) net margins earned from gas gathering and processing operations. In July 1994, the Company entered into the Second Amended and Restated Credit Agreement (the"Credit Agreement") which generally provides more favorable terms to the Company than the predecessor credit facility, 10 including decreasing the interest rate, extending the maturity date and changing the Credit Agreement to an unsecured facility. The Company expects to continue its efforts to acquire additional oil and gas properties, gas processing plants and gas gathering systems. Future acquisitions, if any, would necessitate, in most cases, borrowing additional funds under the Credit Agreement. The ability to borrow such funds is dependent upon the Company's borrowing base from time to time and the effect upon the borrowing base of the properties to be acquired. The Company from time to time solicits bids for selected portions of its existing oil and natural gas properties which it believes are no longer suitable for its business strategy. Sales of properties in the past three years have not been material and no substantial sales of properties are currently under consideration. Cash Flows At June 30, 1995, the Company had cash and cash equivalents aggregating approximately $4.9 million and working capital of approximately $6.2 million. Cash provided by operating activities for the six months ended June 30, 1995, increased to approximately $12.3 million compared to $9.0 million for the comparable period in 1994 due primarily to an increase in oil production and an oil price increase. Cash flows used in investing activities increased from $11.2 million for 1994 to $20.3 million for 1995 primarily as a result of increased development drilling activities in 1995 and the acquisition by Taurus of an additional interest in one of its plants for $6.5 million. Cash flows provided by financing activities increased to $6.4 million for the six months ended June 30, 1995 from $2.7 million for 1994 primarily due to an increase in borrowings to fund the acquisition by Taurus, partially offset by the use of $2.1 million to repurchase and cancel 371,000 shares of Company common stock. Anticipated Capital Spending The Company has development drilling programs designed for all its major operating areas. The Company has budgeted capital spending of approximately $22 million in 1995, excluding property acquisitions. The Company is not contractually committed to expend these funds. During the first half of 1995, the Company incurred approximately $9.5 million of these costs. In addition, the Company is continuing to evaluate oil and natural gas properties, gas processing plants and gas gathering systems for future acquisitions. Second Amended and Restated Credit Agreement In July 1994, the Company entered into the Credit Agreement increasing the Credit Agreement to $150 million, subject to borrowing base limitations, based on the value of the Company's oil and gas properties and its gas gathering and processing assets, as determined by the lenders from time to time. The Company is required to pay a facility fee equal to one-quarter of one percent on any accepted increase in the borrowing base in excess of the previously determined borrowing base and a commitment fee of three-eighths of one percent per annum on the unused portion of the borrowing base. The maturity date of the Credit Agreement was extended to May 31, 1999. 11 A borrowing base deficiency is created in the event that the outstanding loan balances exceed the borrowing base as determined by lenders in their sole discretion. Upon such event, the borrowing base deficiency must be repaid by mandatory reductions of the loan balances over a period of not more than six months. The Credit Agreement is unsecured. The Credit Agreement contains various restrictive covenants, including limitations on the granting of liens, restrictions on the issuance of additional debt, requirements to maintain a net worth of $46.5 million, and to maintain positive working capital, as defined, and restrictions on the payment of dividends on the Company's capital stock. Under certain conditions, lenders may request the Company to pledge certain of its assets to secure the Company's obligations under the Credit Agreement. The Company anticipates that it will borrow funds under the Credit Agreement to fund additional acquisitions and development drilling. In February 1995, the Credit Agreement was amended to increase the notional amount from $150.0 million to $250.0 million and to increase the borrowing base from $110.0 million to $135.0 million, with a scheduled reduction to $130.0 million on April 30, 1995. Interest rates under the amendment will range from NationsBank's prime rate to LIBOR plus 1% to 1 3/8% based on the ratio of outstanding debt to available borrowing base. Effective August 1, 1995, the scheduled semi-annual redetermination of the Company's borrowing base under its credit agreement was completed with the borrowing base set at $130.0 million. The borrowing base will be reduced to $125.0 million on November 30, 1995. As of August 1, 1995, approximately $21.0 million was available for borrowing. CHANGES IN PRICES Annual average oil and natural gas prices have fluctuated significantly over the past three years. The Company's weighted average oil price per Bbl during 1994 and at December 31, 1994, was $15.86 and $16.24, respectively. For the six months ended June 30, 1995, the Company averaged $1.51 per barrel less (net of an oil hedging price decrease of $.04 per barrel) and $.08 per Mcf less for its oil and natural gas sales, respectively, than the average NYMEX prices for the same period. On August 1, 1995, the NYMEX closing price for the near month for oil and natural gas was $17.70 per barrel and $1.46 per Mcf, respectively. In March 1995, the Company entered into a swap agreement covering 15,000 barrels of oil per month for April through September 1995 at a strike price of $19.02 per barrel. In addition, the Company granted the holder an option to extend this swap for an additional 18 months. The following table sets forth the barrels and weighted average NYMEX prices hedged under various swap agreements entered into as of June 30, 1995.
Weighted Barrels Average Periods Covered Hedged Price --------------- ------ ----- Six months ending December 31, 1995 465,000 $18.76 Year ending December 31, 1996 740,000 $18.79 Year ending December 31, 1997 375,000 $19.02
12 The Company has also sold call options covering 25,000 Bbls of oil per month at an option price of $18.30 per Bbl for the period October 1995 to August 1996, and at an option price of $20.00 per Bbl for the period from September 1996 to August 1997. In the event of an significant increase in the future NYMEX oil prices above the swap price for the periods covered by the swap, the Company may be required to utilize cash to fund margin accounts. Pursuant to the loan agreements with Diamond's former primary lender, Diamond entered into an agreement with a refining and marketing company to sell a fixed number of barrels attributable to its share of production of liquid hydrocarbons from certain formerly secured properties at a price of $15.25 per barrel. The remaining commitment under this agreement at June 30, 1995 was 284,000 barrels. Diamond also must meet certain production requirements set forth in the agreement. 13 PART II - OTHER INFORMATION Item 5. OTHER EVENTS ------------ CODA ANNOUNCES POSSIBLE ACQUISITION PROPOSAL Coda Energy, Inc. announced April 29, 1995 that its Chairman and Chief Executive Officer, Douglas H. Miller, has advised the Company that he is engaged in forming an investor group, and has entered into discussions with various parties regarding obtaining financing, for the possible cash acquisition of the Company. Mr. Miller advised Coda that neither the terms nor the timing of any such acquisition proposal had been determined at this time. Mr. Miller indicated, however, that if a proposal were to be made, the acquisition price would represent a premium to recent trading prices of Coda's common stock. The Board of Directors of the Company has appointed a Special Committee of outside directors for the purpose of, among other things, considering any acquisition proposal. The Special Committee will retain independent legal counsel to advise it and an independent investment banking firm to evaluate any acquisition proposal. Item 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (A) Exhibits 11.* Computation of per share data. 27.* Financial data schedule ___________ * Filed herewith (B) Reports on Form 8-K Current Report on Form 8-K dated April 26, 1995. Item 5. Other Events - Coda announces possible acquisition proposal. Item 7. Financial statement and Exhibits. Exhibit 99.1 - Coda Energy Inc. - Press Release dated April 26, 1995. 14 Current Report on Form 8-K dated May 2, 1995. Item 5. Other Events - Coda releases results of First Quarter. Item 7. Financial Statements and Exhibits. Exhibit 99.1 - Coda Energy, Inc. - Press Release dated May 2, 1995. Current Report on Form 8-K dated May 17, 1995. Item 5. Other Events - Coda announces acquisition activity. Item 7. Financial Statements and Exhibits. Exhibit 99.1 - Coda Energy, Inc. - Press Release dated May 17, 1995. - -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CODA ENERGY, INC. (Registrant) By: \s\ Grant W. Henderson --------------------------------------- Grant W. Henderson Executive Vice President and Chief Financial Officer Date: August 10, 1995 15 EXHIBIT INDEX
Sequential Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- -------- 11.* Computation of per share data. 27.* Financial Data Schedule
__________ * Filed herewith EX-11 2 COMP. OF PER SHARE DATA EXHIBIT 11 CODA ENERGY, INC. COMPUTATION OF PER SHARE DATA (UNAUDITED) (in thousands, except per share data)
Three months Ended Six months Ended June 30 June 30 ---------------------- --------------------- 1994 1995 1994 1995 ---- ---- ---- ---- NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE: Net income $1,217 $1,814 $1,770 $3,119 Adjustments --- --- --- --- ------ ------ ------ ------ Adjusted net income $1,217 $1,814 $1,770 $3,119 ====== ====== ====== ====== Weighted average number of common and common equivalent shares outstanding 21,091 22,991 20,911 22,952 ====== ====== ====== ====== Net income per share $.0577 $.0789 $.0846 $.1359 ====== ====== ====== ====== COMPUTATION OF WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (DAILY BASIS): Weighted average number of common shares outstanding during period 19,866 22,047 19,870 22,137 Weighted average number of common stock equivalents outstanding at end of period: Stock options and warrants 1,225 944 1,041 815 ------- ------- ------- ------- 21,091 22,991 20,911 22,952 ====== ====== ====== ======
EX-27 3 FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM FINANCIAL STATEMENTS OF CODA ENERGY, INC. FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1995 JUN-30-1995 $4,914 0 11,313 0 0 17,762 244,105 50,396 213,665 11,571 112,954 441 0 0 75,940 213,665 47,557 48,053 14,285 27,665 0 0 4,204 4,877 1,758 3,119 0 0 0 3,119 .14 0
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