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 quarter ended September 30, 1997
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from ______ to ________
COMMISSION FILE NUMBER 0-9592
LOMAK PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1312571
(State of incorporation) (I.R.S. Employer
Identification No.)
500 THROCKMORTON STREET, FT. WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 870-2601
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
--- ---
20,500,905 Common Shares were outstanding on November 5, 1997.
1
2
PART I. FINANCIAL INFORMATION
The financial statements included herein have been prepared in conformity
with generally accepted accounting principles and should be read in conjunction
with the December 31, 1996 Form 10-K filing. The statements are unaudited but
reflect all adjustments which, in the opinion of management, are necessary to
fairly present the Company's financial position and results of operations.
2
3
LOMAK PETROLEUM, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
December 31, September 30,
1996 1997
----------- ----------
(unaudited)
ASSETS
Current assets
Cash and equivalents ................................. $ 8,625 $ 11,235
Accounts receivable .................................. 18,121 26,644
Marketable securities ................................ 7,658 4,714
Inventory and other .................................. 799 4,309
--------- ---------
35,203 46,902
--------- ---------
Oil and gas properties, successful efforts method ...... 279,975 730,959
Accumulated depletion .............................. (53,102) (86,976)
--------- ---------
226,873 643,983
--------- ---------
Transportation, processing and field assets ............ 21,139 85,509
Accumulated depreciation ........................... (4,997) (8,321)
--------- ---------
16,142 77,188
--------- ---------
Investments and other .................................. 4,329 12,547
--------- ---------
$ 282,547 $ 780,620
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ..................................... $ 14,433 $ 20,587
Accrued liabilities .................................. 4,603 12,590
Accrued payroll and benefit cost ..................... 3,245 3,015
Current portion of debt (Note 4) ..................... 26 25
--------- ---------
22,307 36,217
--------- ---------
Senior debt (Note 4) ................................... 61,780 309,007
Senior subordinated notes (Note 4) ..................... - 125,000
Convertible subordinated debentures (Note 4) ........... 55,000 55,000
Deferred taxes (Note 10) ............................... 25,931 31,435
Commitments and contingencies (Note 6) ................. - -
Stockholders' equity (Notes 7 and 8)
Preferred stock, $1 par, 10,000,000 shares authorized,
$2.03 convertible preferred, 1,150,000 issued
(liquidation preference $28,750,000) ............. 1,150 1,150
Common stock, $.01 par, 50,000,000 shares authorized,
14,750,537 and 20,432,421 issued ................. 148 204
Capital in excess of par value ....................... 110,248 206,896
Retained earnings .................................... 5,291 13,864
Unrealized gain on marketable securities ............. 692 1,847
--------- ---------
117,529 223,961
--------- ---------
$ 282,547 $ 780,620
========= =========
SEE ACCOMPANYING NOTES.
3
4
LOMAK PETROLEUM, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -----------------------
1996 1997 1996 1997
------- ------- -------- --------
(unaudited) (unaudited)
Revenues
Oil and gas sales ...................... $16,623 $30,834 $ 49,878 $ 91,801
Transportation, processing and marketing 1,660 2,954 4,137 8,505
Interest and other ..................... 391 2,330 1,102 6,345
------- ------- -------- --------
18,674 36,118 55,117 106,651
------- ------- -------- --------
Expenses
Direct operating ....................... 5,136 8,012 15,598 23,296
Transportation, processing and marketing 493 1,049 1,206 2,631
Exploration ............................ 345 355 836 1,532
General and administrative ............. 960 1,514 2,862 3,647
Interest ............................... 2,053 7,343 5,563 18,528
Depletion, depreciation and amortization 5,508 13,376 16,589 38,042
------- ------- -------- --------
14,495 31,649 42,654 87,676
------- ------- -------- --------
Income before taxes ....................... 4,179 4,469 12,463 18,975
Income taxes
Current ................................ 120 169 299 1,646
Deferred ............................... 1,340 1,491 4,061 5,589
------- ------- -------- --------
1,460 1,660 4,360 7,235
------- ------- -------- --------
Net income ................................ $ 2,719 $ 2,809 $ 8,103 $ 11,740
======= ======= ======== ========
Earnings per common share ................. $ .14 $ .11 $ .43 $ .49
======= ======= ======== ========
Weighted average shares outstanding ....... 15,158 20,961 14,615 20,377
======= ======= ======== ========
SEE ACCOMPANYING NOTES.
4
5
LOMAK PETROLEUM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Nine Months Ended September 30,
-------------------------------
1996 1997
--------------- --------------
(unaudited)
Cash flows from operations:
Net income ............................................................... $ 8,103 $ 11,740
Adjustments to reconcile net income to net cash provided by operations:
Depletion, depreciation and amortization ............................ 16,589 38,042
Amortization of deferred offering costs ............................. - 593
Deferred taxes ...................................................... 4,061 5,589
Changes in working capital net of effects of purchases of businesses:
Accounts receivable ........................................ (264) (10,973)
Marketable securities ...................................... (12,342) (2,425)
Inventory and other ........................................ (659) (3,595)
Accounts payable ........................................... 7,703 6,020
Accrued liabilities ........................................ 1,868 7,389
Gain on sale of assets and other .................................... (724) (4,957)
-------- ---------
Net cash provided by operations .......................................... 24,335 47,423
Cash flows from investing:
Acquisition of businesses, net of cash .............................. (13,950) -
Oil and gas properties .............................................. (55,491) (425,462)
Additions to property and equipment ................................. (723) (64,488)
Proceeds on sale of assets .......................................... 3,399 13,096
-------- ---------
Net cash used in investing ............................................... (66,765) (476,854)
Cash flows from financing:
Proceeds from indebtedness .......................................... 38,870 502,517
Repayments of indebtedness .......................................... (53) (134,015)
Preferred stock dividends ........................................... (1,870) (1,751)
Common stock dividends .............................................. (565) (1,416)
Proceeds from common stock issuance ................................. 8,017 66,720
Repurchase of common stock .......................................... (136) (14)
-------- ---------
Net cash provided by financing ........................................... 44,263 432,041
-------- ---------
Change in cash ........................................................... 1,833 2,610
Cash and equivalents at beginning of period .............................. 3,047 8,625
-------- ---------
Cash and equivalents at end of period .................................... $ 4,880 $ 11,235
======== =========
Supplemental disclosures of non-cash investing and
financing activities:
Purchase of property and equipment financed with
common stock ......................................................... $ - $ 30,000
Common stock issued in connection with benefit plans ................... 381 225
SEE ACCOMPANYING NOTES.
5
6
LOMAK PETROLEUM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION:
Lomak Petroleum, Inc. ("Lomak" or the "Company") is an independent energy
company engaged in development, exploration and acquisitions primarily in the
Midcontinent, Gulf Coast and Appalachia regions. Historically, the Company has
increased its reserves and production through acquisitions, development and
exploration of its properties. Since January 1, 1991, the Company has made 65
acquisitions for an aggregate purchase price of $729 million and has spent $72
million on development and exploration activities. At December 31, 1996, pro
forma for acquisitions completed through September 30, 1997, proved reserves
totaled 838 Bcfe, having a pre-tax present value at constant prices on that date
of $1.1 billion and reserve life of approximately 15 years.
In January 1997, the Company acquired oil and gas properties from American
Cometra, Inc. (the "Cometra Acquisition") for $385 million. The Company financed
the Cometra Acquisition through borrowings under its bank facility and the
issuance of a $134 million note to Cometra. This note was repaid in March 1997.
The Cometra Acquisition increased the Company's pro forma proved reserves at
December 31, 1996 by 68% to 644 Bcfe. This transaction is more fully described
in Note (3) Acquisitions.
In September 1997, the Company acquired certain Appalachian natural gas
properties from Cabot Oil & Gas Corporation (the "Cabot Properties") for a
purchase price of $92.5 million. The Company financed the acquisition of the
Cabot Properties through borrowings under its bank facility. Independent
petroleum consultants estimate that, as of December 31, 1996, the Cabot
Properties contained proved reserves of 193 Bcf of natural gas equivalents. This
transaction is more fully described in Note (3) Acquisitions.
Lomak's objective is to maximize shareholder value through growth in
its reserves, production, cash flow and earnings through a balanced program of
development, exploration and acquisition. In pursuing this strategy, the Company
has concentrated its activities in selected geographic areas. In each core area,
the Company has established separate operating, engineering, geology, marketing,
acquisition and other technical expertise. The Company believes that this
geographic focus provides it with a competitive advantage in sourcing and
evaluating new business opportunities within these areas, as well as providing
economies of scale in operating and developing its properties.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying financial statements include the accounts of the
Company, all majority owned subsidiaries and its pro rata share of the assets,
liabilities, income and expenses of certain oil and gas partnerships and joint
ventures. Highly liquid temporary investments with an initial maturity of ninety
days or less are considered cash equivalents.
OIL AND GAS PROPERTIES
The Company follows the successful efforts method of accounting for oil
and gas properties. Exploratory costs which result in the discovery of reserves
and the cost of development wells are capitalized. Geological and geophysical
costs, delay rentals and costs to drill unsuccessful exploratory wells are
expensed. Depletion is provided on the unit-of-production method. Oil is
converted to Mcfe at the rate of six Mcf per barrel. Depletion rates per Mcfe
were $0.73 and $0.98 in the third quarters of 1996 and 1997, respectively.
Approximately $20.3 million and $117.1 million of oil and gas properties were
not subject to depletion as of December 31, 1996 and September 30, 1997,
respectively.
6
7
The Company has adopted Statement of Financial Accounting Standards No.
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which establishes accounting standards for the
impairment of long-lived assets, certain identifiable intangibles and goodwill.
SFAS No. 121 requires a review for impairment whenever circumstances indicate
that the carrying amount of an asset may not be recoverable. In performing the
review for recoverability, the Company would estimate future cash flows
(undiscounted and without interest charges) expected to result from the use of
an asset and its eventual disposition. Impairment is recognized only if the
carrying amount of an asset is greater than its expected future cash flows. The
amount of the impairment is based on the estimated fair value of the asset. The
adoption of SFAS No. 121 had no impact on the Company.
GAS IMBALANCES
The Company uses the sales method to account for gas imbalances. Under
the sales method, revenue is recognized based on cash received rather than the
proportionate share of gas produced. Gas imbalances at December 31, 1996 and
September 30, 1997 were not material.
TRANSPORTATION, PROCESSING AND FIELD ASSETS
The Company owns and operates over 2,800 miles of gas gathering systems
and gas processing plants in proximity to its principal gas properties.
Depreciation is calculated on the straight-line method based on estimated useful
lives ranging from four to twenty years.
The Company receives fees for providing field related services. These
fees are recognized as earned. Depreciation is calculated on the straight-line
method based on estimated useful lives ranging from one to five years, except
buildings which are being depreciated over ten to fifteen year periods.
During 1996, the majority of the Company's brine disposal and well
servicing activities were based in Oklahoma. In December 1996, the Company sold
its Oklahoma brine disposal and well servicing activities.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NATURE OF BUSINESS
The Company operates in an environment with many financial and
operating risks, including, but not limited to, the ability to acquire
additional economically recoverable oil and gas reserves, the inherent risks of
the search for, development of and production of oil and gas, the ability to
sell oil and gas at prices which will provide attractive rates of return, and
the highly competitive nature of the industry and worldwide economic conditions.
The Company's ability to expand its reserve base and diversify its operations is
also dependent upon the Company's ability to obtain the necessary capital
through operating cash flow, borrowings or the issuance of additional equity.
MARKETABLE SECURITIES
The Company has adopted Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities." Under
Statement No. 115, debt and marketable equity securities are required to be
classified in one of three categories: trading, available-for-sale, or held to
maturity. The Company's equity securities qualify under the provisions of
Statement No. 115 as
7
8
available-for-sale. Such securities are recorded at fair value, and unrealized
holding gains and losses, net of the related tax effect, are reflected as a
separate component of stockholders' equity. A decline in the market value of an
available-for-sale security below cost that is deemed other than temporary is
charged to earnings and results in the establishment of a new cost basis for the
security. Realized gains and losses are determined on the specific
identification method and are reflected in income. At September 30, 1997, the
Company had $7.4 million of marketable securities included in Investments and
Other Assets.
DEBT ISSUANCE COSTS
Expenses associated with the issuance of the 6% Convertible
Subordinated Debentures due 2007 and the 8.75% Senior Subordinated Notes due
2007 are included in Investment and Other Assets on the accompanying balance
sheet and are being amortized on the interest method over the term of the
indebtedness.
EARNINGS PER SHARE
Net income per share is computed by subtracting preferred dividends
from net income and dividing by the weighted average number of common and common
equivalent shares outstanding. The calculation of fully diluted earnings per
share assumes conversion of convertible securities when the result would be
dilutive. Outstanding options and warrants are included in the computation of
net income per common share when their effect is dilutive.
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128 "Earnings per Share." This statement requires the Company to disclose
earnings per share information with respect to its issued common stock or
potential common stock to be issued with respect to the conversion of its
Convertible Subordinated Debentures and Preferred Stock. The Company will adopt
this standard at year end and expects that it will have no material impact on
its financial statements.
RECLASSIFICATIONS
Certain reclassifications have been made to prior period numbers to
conform with the current period presentation.
(3) ACQUISITIONS:
All of the Company's acquisitions have been accounted for as purchases.
The purchase prices were allocated to the assets acquired based on the fair
value of such assets and liabilities at the respective acquisition dates. The
acquisitions were funded by working capital, advances under a revolving credit
facility and the issuance of equity.
In the first quarter of 1997, the Company acquired oil and gas
properties located in West Texas, South Texas and the Gulf of Mexico (the
"Cometra Properties") from American Cometra, Inc. ("Cometra") for $385 million.
The Cometra Properties, located primarily in the Company's core operating areas,
include 515 producing wells and additional development and exploration potential
on approximately 150,000 gross acres (90,000 net acres). In addition, the
Cometra Properties include gas pipelines, a 25,000 Mcf/d gas processing plant
and an above-market gas contract with a gas utility covering approximately 30%
of the current production from the Cometra Properties. The gas utility filed an
action concerning the above-market gas contract which is discussed in Note 6
Commitments and Contingencies.
In September 1997, the Company acquired the Cabot Properties for a
purchase price of $92.5 million. The Cabot Properties are located in certain of
the Company's core operating areas and include 912 producing wells, 800 miles
of gas gathering lines and leasehold acreage covering 153,000 gross acres
(146,000 net acres). The acquired reserves were 80% developed and 95% operated
on a pre-tax present value basis as of December 31, 1996. The Cabot properties
have access to a number of major interstate pipelines and industrial end-users.
In addition to
8
9
the Cometra and Cabot Properties acquisitions, the Company acquired other
interests for an aggregate consideration of $5.9 million during the nine month
period ended September 30, 1997.
During 1996, the Company acquired oil and gas properties, equipment and
acreage from Bannon Energy, Incorporated for approximately $37.0 million and
acquired Eastern Petroleum Company for approximately $13.7 million. The Bannon
interests included 270 producing properties located in Texas, Oklahoma, New
Mexico and Wyoming. Eastern Petroleum Company owned interests in oil and gas
properties, equipment and acreage in Ohio. In addition, the Company acquired
other interests for an aggregate consideration of $12.9 million of
consideration during the year.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following table presents unaudited pro forma operating results as
if certain transactions had occurred at the beginning of each period presented.
The pro forma operating results include the following transactions: (i) the
purchase by the Company of certain oil and gas properties from American Cometra
Inc., Cabot Oil & Gas Corporation and Bannon Energy Incorporated, (ii) the
conversion of the 7 1/2% Convertible Exchangeable Preferred Stock into Lomak
Common Stock, (iii) the private placements of 600,000 shares of Lomak Common
Stock and $55 million of 6% Convertible Subordinated Debentures due 2007 and
the application of the net proceeds therefrom, (iv) the sale of approximately 4
million shares of Common Stock and the application of the net proceeds
therefrom, (v) the sale of $125 million of 8.75% Senior Subordinated Notes due
2007 and the application of the net proceeds therefrom and (vi) the sale of
$120 million of 5 3/4% Trust Convertible Preferred Securities in October 1997
and the application of the net proceeds therefrom. All acquisitions were
accounted for as purchase transactions.
Nine Months Ended September 30,
-------------------------------------
1996 1997
----------------- ----------------
(in thousands except per share data)
Revenues....................... $ 129,377 $ 118,017
Net income..................... 15,290 13,129
Earnings per share............. .67 .52
Total assets................... 771,452 784,720
Stockholders' equity........... 206,966 223,961
The pro forma operating results have been prepared for comparative
purposes only. They do not purport to present actual operating results that
would have been achieved had the acquisitions and financings been made at the
beginning of each period presented or to necessarily be indicative of future
results.
9
10
(4) INDEBTEDNESS:
The Company had the following debt outstanding as of the dates shown.
Interest rates at September 30, 1997 are shown parenthetically (in thousands):
December 31, September 30,
1996 1997
------------------- ------------------
Bank facility (6.6%)................................. $ 61,355 $ 308,600
Other (6.9%)......................................... 451 432
------------------- ------------------
61,806 309,032
Less amounts due within one year..................... 26 25
------------------- ------------------
Senior debt, net..................................... $ 61,780 $ 309,007
=================== ==================
8.75% Senior Subordinated Notes due 2007............ $ - $ 125,000
6% Convertible Subordinated Debentures due 2007..... 55,000 55,000
------------------- ------------------
Subordinated debt, net............................... $ 55,000 $ 180,000
=================== ==================
The Company maintains a $400 million revolving bank facility (the "Bank
Facility" or "Credit Agreement"). The facility provides for a borrowing base
which is subject to semi-annual redeterminations. On October 1997, the Company
completed an offering of $120 million of trust convertible preferred securities
for of $120 million. The net proceeds of $115.9 million from the offering were
used to repay a portion of the Company's credit facility. As a result, at
October 31, 1997, the borrowing base on the credit facility was $325 million of
which $139.3 million was available to be drawn. The facility bears interest at
prime rate or LIBOR plus 0.625% to 1.125% depending upon the percentage of the
borrowing base drawn. Interest is payable quarterly and the loan matures in
February 2002. A commitment fee is paid quarterly on the undrawn balance at a
rate of .25% to .375% depending upon the percentage of the borrowing base not
drawn. It is the Company's policy to extend the term period of the credit
facility annually. The weighted average interest rate on these borrowings were
6.7% and 6.6% for the three months ended September 30, 1996 and 1997,
respectively.
The 8.75% Senior Subordinated Notes due 2007 (the "8.75% Notes") are
not redeemable prior to January 15, 2002. Thereafter, the 8.75% Notes will be
subject to redemption at the option of the Company, in whole or in part, at
redemption prices beginning at 104.375% of the principal amount and declining to
100% in 2005. The 8.75% Notes are unsecured general obligations of the Company
and are subordinated to all senior debt (as defined) of the Company which
includes borrowings under the bank facility. The 8.75% Notes are guaranteed on a
senior subordinated basis by all of the subsidiaries of the Company and each
guarantor is a wholly owned subsidiary of the Company. The guarantees are full,
unconditional and joint and several. Separate financial statements of each
guarantor are not presented because they are included in the consolidated
financial statements of the Company and management has concluded that their
disclosure provides no additional benefits.
The 6% Convertible Subordinated Debentures Due 2007 (the "Debentures")
are convertible into shares of the Company's Common Stock at the option of the
holder at any time prior to maturity. The Debentures are convertible at a
conversion price of $19.25 per share, subject to adjustment in certain events.
Interest is payable semi-annually. The Debentures will mature in 2007 and are
not redeemable prior to February 1, 2000. The Debentures are unsecured general
obligations of the Company subordinated to all senior indebtedness (as defined)
of the Company, which includes the 8.75% Notes and the bank credit facility.
10
11
The debt agreements contain various covenants relating to net worth,
working capital maintenance and financial ratio requirements. The Company is in
compliance with these various covenants as of September 30, 1997. Interest paid
during the nine months ended September 30, 1996 and 1997 totaled $4.1 million
and $15.4 million, respectively.
(5) FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES:
The Company's financial instruments include cash and equivalents,
accounts receivable, accounts payable, debt obligations, commodity and interest
rate futures, options, and swaps. The book value of cash and equivalents,
accounts receivable and payable and short term debt are considered to be
representative of fair value because of the short maturity of these instruments.
The Company believes that the carrying value of its borrowings under its bank
credit facility approximates their fair value as they bear interest at rates
indexed to LIBOR. The Company's accounts receivable are concentrated in the oil
and gas industry. The Company does not view such a concentration as an unusual
credit risk.
A portion of the Company's future crude oil and natural gas sales are
periodically hedged against price risks through the use of futures, option or
swap contracts. The gains and losses on these instruments are included in the
valuation of the production being hedged in the contract month and are included
as an adjustment to oil and gas revenue. The Company also manages interest rate
risk on its credit facility through the use of interest rate swap agreements.
Gains and losses on swap agreements are included as an adjustment to interest
expense.
The following table sets forth the book value and estimated fair values
of the Company's financial instruments:
December 31, September 30,
1996 1997
------------------------------- -------------------------------
(In thousands)
Book Fair Book Fair
Value Value Value Value
-------------- -------------- ------------- --------------
Cash and equivalents.................... $ 8,625 $ 8,625 $ 11,235 $11,235
Marketable securities................... 6,966 7,658 2,867 4,714
Long-term debt.......................... (116,806) (116,806) (489,007) (489,007)
Commodity swaps......................... - (1,051) - (903)
Interest rate swaps..................... - 81 - (17)
The gains or losses on the Company's hedging transactions are determined
as the difference between the contract price and the reference price, generally
closing prices on the New York Mercantile Exchange. The resulting transaction
gains and losses are determined monthly and are included in net income in the
period the hedged production or inventory is sold. At September 30, 1997, the
Company had open hedging contracts covering an average of 46,200 Mmbtu of gas
per day for the period October 1997 through March 1998. These contracts are at
prices ranging from $2.41 to $3.53 per Mmbtu. Net losses relating to these
derivatives for the nine months ended September 30, 1996 and 1997 approximated
$123,000 and $418,000, respectively.
Interest rate swap agreements, which are used by the Company in the
management of interest rate exposure, are accounted for on the accrual basis.
Income and expense resulting from these agreements are recorded in the same
category as expense arising from the related liability. Amounts to be paid or
received under interest rate swap agreements are recognized as an adjustment to
expense in the periods in which they accrue. At September 30, 1997, the Company
had $60 million of borrowings subject to three interest rate swap agreements at
rates of 5.49%, 5.64% and 5.71% through October 1997, October 1998, and
September 1999, respectively. An interest rate swap agreement, covering $20
million of borrowings at a rate of 5.49%, was extinguished in October 1997 at
the option of the counterparty. In October 1997, the
11
12
Company entered into a $20 million interest rate swap agreement at a rate of
5.59% through October 1999. The interest rate swaps may be extended at the
counterparties' option for two years. The agreements require that the Company
pay the counterparty interest at the above fixed swap rates and requires the
counterparty to pay the Company interest at the 30-day LIBOR rate. The closing
30-day LIBOR rate on September 30, 1997 was 5.66%. The fair value of the
interest rate swap agreements at September 30, 1997 is based upon current quotes
for equivalent agreements.
These hedging activities are conducted with major financial or
commodities trading institutions which management believes entail acceptable
levels of market and credit risks. At times such risks may be concentrated with
certain counterparties or groups of counterparties. The credit worthiness of
counterparties is subject to continuing review and full performance is
anticipated.
(6) COMMITMENTS AND CONTINGENCIES:
The Company is involved in various legal actions and claims arising in
the ordinary course of business. In the opinion of management, such litigation
and claims are likely to be resolved without material adverse effect on the
Company's financial position.
In April 1997, an action was filed by an individual in United States
District Court in the Western District of Oklahoma seeking $550,000 in cash plus
100,000 shares of Red Eagle Resources Corporation Common Stock (approximately
87,000 shares of the Company's Common Stock). The individual claims he is
entitled to fees from the Company based upon a Yemen oil concession that he
claims Red Eagle Resources Corporation received in 1992, which was prior to the
acquisition of Red Eagle by the Company. Based upon the Company's examination of
the available documentation relevant to such claim, the Company believes that
the claim is without merit because the oil concession was never obtained. The
Company is vigorously defending this action, and as stated above, believes the
action is without merit. A separate claim for approximately $2.0 million with
respect to the alleged Yemen oil concession was received in January 1997. Since
that date, no further action has been taken and the Company believes the claim
is without merit.
In July 1997, a gas utility filed a petition for declaratory judgment
in United States District Court in Tarrant County, Texas. The petition for
declaratory judgment asked the court to declare its purchase obligation under a
gas contract be limited to a quantity of gas equal to 80% of the Company's
delivery capacity, as defined, or 20,000 Mcf of gas per day, whichever is the
lesser amount. The Company is vigorously defending this action.
(7) EQUITY AND TRUST SECURITIES:
On October 16, 1997, Lomak, through a newly-formed affiliate Lomak
Financing Trust, (the "Trust") completed the issuance of $120 million of 5 3/4%
trust convertible preferred securities (the "Convertible Preferred Securities").
The Trust issued 2,400,000 shares of the Convertible Preferred Securities at $50
per share. Each Convertible Preferred Security is convertible at the holder's
option into 2.1277 shares of Common Stock, representing a conversion price of
$23.50 per share.
The Trust invested the $120 million of proceeds in 5 3/4% convertible
junior subordinated debentures issued by Lomak (the "Junior Debentures"). In
turn, Lomak used the net proceeds from the issuance of the Junior Convertible
Debentures to repay a portion of its credit facility. The sole assets of the
Trust are the Debentures. The Debentures and the related Convertible Preferred
Securities mature on November 1, 2027. Lomak and Lomak Financing Trust may
redeem the Junior Debentures and the Convertible Preferred Securities,
respectively, in whole or in part, on or after November 4, 2000. For the first
twelve months thereafter, redemptions may be made at 104.025% of the principal
amount. This premium declines proportionally every twelve months until November
1, 2007, when the redemption price becomes fixed at 100% of the principal
amount. If Lomak redeems any Junior Debentures prior to the scheduled maturity
date, the Trust must redeem Convertible Preferred Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Junior
Debentures so redeemed.
12
13
Lomak has guaranteed the payments of distributions and other payments on
the Convertible Preferred Securities only if and to the extent that the Trust
has funds available. Such guarantee, when taken together with Lomak's
obligations under the Junior Debentures and related indenture and declaration of
trust, provide a full and unconditional guarantee of amounts due on the
Convertible Preferred Securities.
Lomak owns all the common securities of the Trust. As such, the accounts
of the Trust will be included in Lomak's consolidated financial statements after
appropriate eliminations of intercompany balances. The distributions on the
Convertible Preferred Securities will be recorded as a charge to interest
expense on Lomak's consolidated statements of income, and such distributions are
deductible by Lomak for income tax purposes.
The following table sets forth the capitalization of the Company at September 30, 1997 and as
adjusted to give effect to the issuance of the Convertible Preferred Securities and the application
of the proceeds therefrom.
September 30, 1997
------------------
Actual As Adjusted
------ -----------
(unaudited)
(in thousands)
Current portion of long-term debt ............................. $ 25 $ 25
======== ========
Long-term debt:
Revolving credit facility ................................... $308,600 $192,700
8.75% Senior Subordinated Notes ............................. 125,000 125,000
6% Convertible Subordinated Debentures ...................... 55,000 55,000
Other long-term debt ........................................ 407 407
-------- --------
Total long term debt ...................................... 489,007 373,107
-------- --------
Company-obligated Preferred Securities of Subsidiary Trust .... - 120,000
Stockholders' equity:
Preferred Stock, $1 par value 10,000,000 shares authorized:
$2.03 Convertible Preferred Stock, 1,150,000 shares issued
($28,750,000 liquidation preference) ...................... 1,150 1,150
Lomak Common Stock, $01 par value 50,000,000 shares authorized:
20,336,249 issued and outstanding ........................... 204 204
Capital in excess of par value ................................ 206,896 206,896
Retained earnings ............................................. 13,864 13,864
Unrealized gain on marketable securities ...................... 1,847 1,847
-------- --------
Total stockholders' equity .................................. 223,961 223,961
-------- --------
Total capitalization ................................. $712,968 $717,068
======== ========
In November 1995, the Company issued 1,150,000 shares of $2.03 convertible
exchangeable preferred stock (the "$2.03 Preferred Stock") for $28.8 million.
The $2.03 Preferred Stock is convertible into the Company's common stock at a
conversion price of $9.50 per share, subject to adjustment in certain events.
The $2.03 Preferred Stock is redeemable, at the option of the Company, at any
time on or after November 1, 1998, at redemption prices beginning at 105%. At
the option of the Company, the $2.03 Preferred Stock is exchangeable for the
Company's 8-1/8% Convertible Subordinated Notes due 2005. The notes would be
subject to the same redemption and conversion terms as the $2.03 Preferred
Stock.
In March 1997, the Company sold 4 million shares of common stock in a
public offering for $68 million. Warrants to acquire 20,000 shares of common
stock at a price of $12.88 per share were exercised in May 1997. At September
30, 1997 the Company has no outstanding warrants.
13
14
(8) STOCK OPTION AND PURCHASE PLAN:
The Company maintains a Stock Option Plan which authorizes the grant of
options of up to 3.0 million shares of Common Stock. However, no new options may
be granted which would result in there being outstanding aggregate options
exceeding 10% of common shares outstanding plus those shares issuable under
convertible securities. Under the plan, incentive and non-qualified options may
be issued to officers, key employees and consultants. The plan is administered
by the Compensation Committee of the Board. All options issued under the plan
vest 30% after one year, 60% after two years and 100% after three years. During
the nine months ended September 30, 1997, options covering 102,600 shares were
exercised at prices ranging from $5.12 to $10.50 per share. At September 30,
1997, options covering a total of 1.5 million shares were outstanding under the
plan, of which 693,000 options were exercisable. The exercise prices of the
outstanding options range from $3.38 to $18.00 per share.
In 1994, the stockholders approved the 1994 Outside Directors Stock
Option Plan (the "Directors Plan"). Only Directors who are not employees of the
Company are eligible under the Directors Plan. The Directors Plan covers a
maximum of 200,000 shares. At September 30, 1997, 108,000 options were
outstanding under the Directors Plan of which 40,800 were exercisable as of that
date. The exercise price of the options ranges from $7.75 to $16.875 per share.
In June 1997, the stockholders approved the 1997 Stock Purchase Plan
(the "1997 Plan") which authorizes the sale of up to 500,000 shares of common
stock to officers, directors, key employees and consultants. Under the Plan, the
right to purchase shares at prices ranging from 50% to 85% of market value may
be granted. The Company previously had stock purchase plans which covered
833,333 shares. The previous stock purchase plans have been terminated. The
plans are administered by the Compensation Committee of the Board. During the
nine months ended September 30, 1997, officers, key employees and outside
directors purchased 113.400 unregistered common shares from the Company for
total consideration of $1.4 million. From inception through September 30, 1997,
a total of 453,000 unregistered shares had been sold through stock purchase
plans, for a total consideration of approximately $3.7 million.
(9) BENEFIT PLAN:
The Company maintains a 401(K) Plan for the benefit of its employees.
The Plan permits employees to make contributions on a pre-tax salary reduction
basis. The Company makes discretionary contributions to the Plan. Company
contributions for 1996 totaled $548,000.
(10) INCOME TAXES:
The Company has entered into several business combinations accounted
for as purchases. In connection with these transactions, deferred tax assets and
liabilities of $7.7 million and $23.8 million respectively, were recorded. In
1996 the Company acquired Eastern Petroleum Company in a taxable business
combination accounted for as a purchase. A net deferred tax liability of $2.1
million was recorded in the transaction.
For the nine months ended September 30, 1996 and 1997, the Company made
a provision for federal and state income taxes of $4.4 million and $7.2 million,
respectively. The effective tax rate has increased during 1997 due to
limitations on the utilization of net operating loss carryovers. At September
30, 1997, the Company had available for federal income tax reporting purposes
net operating loss carryovers of approximately $7.5 million which are subject to
annual limitations as to their utilization and expire between 1997 and 2010. The
Company has alternative minimum tax net operating loss carryovers of $6.6
million which are subject to annual limitations as to their utilization and
expire 1997 to 2009. The Company has statutory depletion carryover of
approximately $3.2 million and an alternative minimum tax
14
15
credit carryover of $500,000. The statutory depletion carryover and alternative
minimum tax credit carryover are not subject to limitations or expiration.
(11) MAJOR CUSTOMERS:
The Company markets its oil and gas production on a competitive basis. The
type of contract under which gas production is sold varies but can generally be
grouped into three categories: (a) life-of-the-well (3%); (b) long-term (1 to 5
years) (51%); and (c) short-term contracts which may have a primary term of one
year, but which are cancelable at either party's discretion in 30-120 days
(46%). Approximately 58% of the Company's gas production is currently sold under
market sensitive contracts which do not contain floor price provisions. For the
nine months ended September 30, 1997, no one customer accounted for more than
10% of the Company's total oil and gas revenues. Oil is sold on a basis such
that the purchaser can be changed on 30 days notice. The price received is
generally equal to a posted price set by the major purchasers in the area. Oil
is sold on a basis of price and service.
(12) OIL AND GAS ACTIVITIES:
The following summarizes selected information with respect to oil and
gas activities (in thousands):
December 31, September 30,
1996 1997
---------------- ----------------
(unaudited)
Oil and gas properties:
Subject to depletion............................... $ 259,681 $ 613,813
Not subject to depletion........................... 20,294 117,146
---------------- ----------------
Total.......................................... 279,975 730,959
Accumulated depletion.............................. (53,102) (86,976)
---------------- ----------------
Net oil and gas properties..................... $ 226,873 $ 643,983
================ ================
Nine Months
Year Ended Ended
December 31, September 30,
1996 1997
---------------- ----------------
Costs incurred:
Acquisition........................................ $ 63,579 $ 422,527
Development........................................ 12,536 33,980
Exploration........................................ 2,025 1,325
---------------- ----------------
Total costs incurred........................... $ 78,140 $ 457,832
================ ================
15
16
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
FACTORS AFFECTING FINANCIAL CONDITION AND LIQUIDITY
LIQUIDITY AND CAPITAL RESOURCES
General
Total assets at September 30, 1997 were $781 million. Approximately
$308.6 million of the long-term debt at that date was comprised of borrowings
under the Credit Agreement, $125 million of 8.75% Senior Subordinated Notes, $55
million of 6% Convertible Subordinated Debentures and $0.4 million of other
indebtedness. The Credit Agreement currently provides for quarterly payments of
interest with principal due in February 2002.
Common Stock and Note Offerings
On March 14, 1997, the Company completed offerings of 4,060,000 shares
of Common Stock (the "Common Offering") and $125 million of 8.75% Senior
Subordinated Notes due 2007 (the "Notes Offering") (collectively the
"Offerings"). The 8.75% Notes are unconditionally guaranteed on an unsecured,
senior subordinated basis, by each of the Company's Restricted Subsidiaries (as
defined in the Indenture for the 8.75% Notes), provided that such guarantees
will terminate under certain circumstances. The Indenture for the 8.75% Notes
contains certain covenants, including, but not limited to, covenants with
respect to the following matters: (i) limitation on restricted payments; (ii)
limitation on the incurrence of indebtedness and issuance of Disqualified Stock
(as defined in the Indenture for the Notes); (iii) limitation on liens; (iv)
limitation on disposition of proceeds of asset sales; (v) limitation on
transactions with affiliates; (vi) limitation on dividends and other payment
restrictions affecting restricted subsidiaries; (vii) restrictions on mergers,
consolidations and transfers of assets; and (viii) limitation on "layering"
indebtedness.
Convertible Preferred Securities
In October 1997, the Company completed a private offering of 2,400,000
trust convertible preferred securities for a total of $120 million. The
proceeds from the offering were used to repay a portion of the credit facility,
increasing the Company's borrowing capacity under the credit facility to
approximately $139 million. At September 30, 1997 pro forma capitalization of
the Company giving effect to the Convertible Preferred Securities private
placement totaled $699 million, and the Company's total debt to capitalization
would have been 52%. This transaction is more fully described in Note (7)
Equity and Trust Securities.
Cash Flow
The Company's principal operating sources of cash include sales of oil
and gas and revenues from gas transportation, processing and marketing. The
Company's cash flow is highly dependent upon oil and gas prices. Decreases in
the market price of oil or gas could result in reductions of both cash flow and
the borrowing base under the Credit Agreement which would result in decreased
funds available, including funds intended for planned capital expenditures.
The Company's net cash provided by operations for the nine months
ended September 30, 1996 and 1997 was $24.3 million and $47.4 million,
respectively. The increases in the Company's cash flow from operations can be
attributed to its growth primarily through acquisitions and development.
17
17
The Company's net cash used in investing for the nine months ended
September 30, 1996 and 1997 was $66.8 million and $476.9 million, respectively.
Investing activities for these periods are comprised primarily of additions to
oil and gas properties through acquisitions and development and, to a lesser
extent, exploitation and additions of field assets. These uses of cash have
historically been partially offset through the Company's policy of divesting
those properties that it deems to be marginal or outside of its core areas of
operation. The Company's acquisition and drilling activities have been financed
through a combination of operating cash flow, bank borrowings and capital raised
through equity and debt offerings.
The Company's net cash provided by financing for the nine months ended
September 30, 1996 and 1997 was $44.3 million and $432.0 million, respectively.
Sources of financing used by the Company during the most recent nine month
period were borrowings under its Credit Agreement and capital raised through the
Offerings.
Capital Requirements
During the nine months ended September 30, 1997, $34.0 million and
$1.3 million of costs were incurred for development and exploration
activities, respectively. The Company is currently projecting that it will
spend approximately $200 million on development, exploitation and exploration
activities during the next three years. The Company anticipates that
approximately $45 million will be spent for exploitation and exploration during
that three year period. Although these expenditures are principally
discretionary, development and exploration expenditures are currently expected
to consume roughly 70% of internally generated cash flows. The remaining
internally generated cash flows will be available for debt repayment,
acquisitions, or other capital expenditures.
Credit Agreement
In connection with the Cometra Acquisition, the Company and its
subsidiaries expanded the existing bank credit facility. The Credit Agreement
permits the Company to obtain revolving credit loans and to issue letters of
credit for the account of the Company from time to time in an aggregate amount
not to exceed $400 million. The Borrowing Base is currently $325 million and is
subject to semi-annual determination and certain other redeterminations based
upon a variety of factors, including the discounted present value of estimated
future net cash flow from oil and gas production. At the Company's option, loans
may be prepaid, and revolving credit commitments may be reduced, in whole or in
part at any time in certain minimum amounts.
At the Company's option, the applicable interest rate per annum is the
LIBOR plus a margin ranging from 0.625% to 1.125%. The facility contains other
alternative rate options which have never been utilized by the Company. Based on
levels of debt outstanding as of September 30, 1997 the margin was 1.125%.
Hedging Activities
Periodically, the Company enters into futures, option and swap
contracts to reduce the effects of fluctuations in crude oil and natural gas
prices. At September 30, 1997, the Company had open hedging contracts covering
an average of 46,200 Mmbtu of gas per day for the period October 1997 through
March 1998. These contracts are at prices ranging from $2.41 to $3.53 per Mmbtu.
The gains or losses on the Company's hedging transactions are determined as the
difference between the contract price and a reference price, generally closing
prices on the NYMEX. The resulting transaction gains and losses are determined
monthly and are included in the period the hedged production or inventory is
sold. Net losses relating to these derivatives for the nine months ended
September 30, 1996 and 1997, approximated $123,000 and $418,000 respectively.
INFLATION AND CHANGES IN PRICES
18
18
The Company's revenues and the value of its oil and gas properties have
been and will be affected by changes in oil and gas prices. The Company's
ability to maintain current borrowing capacity and to obtain additional capital
on attractive terms is also substantially dependent on oil and gas prices. Oil
and gas prices are subject to significant seasonal and other fluctuations that
are beyond the Company's ability to control or predict. During the first nine
months of 1997, the Company received an average of $18.44 per barrel of oil and
$2.54 per Mcf of gas. Although certain of the Company's costs and expenses are
affected by the level of inflation, inflation did not have a significant effect
during the first nine months of 1997.
RESULTS OF OPERATIONS
Comparison of 1997 to 1996
The Company reported net income for the three months ended September
30, 1997 of $2.8 million, a 3% increase from the third quarter of 1996. The
increase was primarily the result of higher production levels and product
prices. Oil and gas revenues increased 85% in the third quarter of 1997 due to
production volume and price increases. Production volumes increased 81% from
75,100 Mcfe/d in 1996 to 135,700 Mcfe/d in 1997. The average price received
increased 3% from $2.40 per Mcfe in 1996 to $2.47 per Mcfe in 1997. The average
oil price decreased 17% to $17.33 per barrel while average gas prices increased
15% to $2.44 per Mcf. As a result of the Company's larger base of producing
properties and production, oil and gas production expenses increased 56% to $8.0
million in 1997 versus $5.1 million in 1996. The average operating cost per Mcfe
produced decreased 14% from $0.74 in the first nine months of 1996 to $0.64 in
1997 primarily due to lower operating costs on the Cometra properties.
Transportation, processing and marketing revenues increased 78% to $3.0
million versus $1.7 million in 1996 principally due to the pipelines and gas
processing acquired in the Cometra Acquisition. Transportation, processing and
marketing expenses increased 113% to $1.0 million versus $0.5 million in 1996.
The increase in expenses was due to production growth, as well as the increase
in transportation, processing and marketing expense and higher personnel
administrative costs associated with the growth in gas marketing resulting from
the Cometra Acquisition.
Exploration expense increased 3% to $0.4 million due to the timing of
exploration expenditures.
General and administrative expenses increased 58% from $1.0 million in
1996 to $1.5 million in 1997. As a percentage of revenues, general and
administrative expenses were 4% in 1997 as compared to 5% in 1996. This
decreasing trend reflects the spreading of administrative costs over a growing
asset base.
Interest and other income increased from $0.4 million in 1996 to $2.3
million in 1997 primarily due to gains from the sale of marketable securities
and certain non-strategic assets. In 1997 interest expense increased 258% to
$7.3 million as compared to $2.1 million in 1996. This was primarily a result
of the higher average outstanding debt balance during the year due to the
financing of acquisitions and capital expenditures. The average outstanding
balances on the Credit Agreement were $107 million and $207 million for 1996
and the three months ended September 30, 1997, respectively. The weighted
average interest rate on these borrowings was 6.7% and 6.6% for the three month
periods ended September 30, 1996 and 1997, respectively.
Depletion, depreciation and amortization increased 143% compared to
1996 as a result of increased production volumes and a higher average depletion
rate. The Company-wide depletion rate was $0.73 per Mcfe in the third quarter of
1996 and $0.98 per Mcfe in the third quarter of 1997.
19
19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various legal actions and claims arising in
the ordinary course of business. In the opinion of management, such litigation
and claims are likely to be resolved without material adverse effect on the
Company's financial position.
In April 1997, an action was filed by an individual in United States
District Court in the Western District of Oklahoma seeking $550,000 in cash plus
100,000 shares of Red Eagle Resources Corporation Common Stock (approximately
87,000 shares of the Company's Common Stock). The individual claims he is
entitled to fees from the Company based upon a Yemen oil concession that he
claims Red Eagle Resources Corporation received in 1992, which was prior to the
acquisition of Red Eagle by the Company. Based upon the Company's examination of
the available documentation relevant to such claim, the Company believes that
the claim is without merit because the oil concession was never obtained. The
Company is vigorously defending this action, and as stated above, believes the
action is without merit. A separate claim for approximately $2.0 million with
respect to the alleged Yemen oil concession was received in January 1997. Since
that date, no further action has been taken and the Company believes the claim
is without merit.
In July 1997, a gas utility filed a petition for declaratory judgment
in United States District Court in Tarrant County, Texas. The petition for
declaratory judgment asked the court to declare its purchase obligation under a
gas contract be limited to a quantity of gas equal to 80% of the Company's
delivery capacity, as defined, or 20,000 Mcf of gas per day, whichever is the
lesser amount. The Company is vigorously defending this action.
Items 2 - 5. Not applicable
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
11.1 Statement re: computation of per share earnings for the three
months ended September 30, 1996 and 1997, filed herewith.
11.2 Statement re: computation of per share earnings for the nine
months ended September 30, 1996 and 1997, filed herewith.
27 Financial data schedule
(b) Reports on Form 8-K
Current report on Form 8-K, dated February 27, 1997 and form
8K/A dated March 14, 1997 regarding the acquisition of oil and
gas properties.
20
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned.
LOMAK PETROLEUM, INC.
By: (Thomas W. Stoelk)
--------------------------------
Thomas W. Stoelk
Senior Vice President
Finance & Administration
Chief Financial Officer
November 14, 1997
21
21
EXHIBIT INDEX
Sequentially
Exhibit Number Description of Exhibit Numbered Page
- --------------------- ---------------------------------- --------------------
11.1 Statement re: computation of per 21
share earnings for the three
months ended September 30, 1996
and 1997, filed herewith.
11.2 Statement re: computation of per 22
share earnings for the nine
months ended September 30, 1996
and 1997, filed herewith.
27 Financial data schedule 23
22
1
EXHIBIT 11.1
LOMAK PETROLEUM, INC. AND SUBSIDIARIES
Computation of Earnings Per Common
and Common Equivalent Shares
(In thousands, except per share data)
Three Months Ended September 30,
-----------------------------
1996 1997
-------- --------
Average shares outstanding 14,674 20,379
Net effect of conversion of warrants and stock options 484 582
-------- --------
Total primary and fully diluted shares 15,158 20,961
======== ========
Net income $ 2,719 $ 2,809
Less preferred stock dividends (584) (584)
-------- --------
Net income applicable to common shares $ 2,135 $ 2,225
======== ========
Earnings per common share $ .14 $ .11
======== ========
1
EXHIBIT 11.2
LOMAK PETROLEUM, INC. AND SUBSIDIARIES
Computation of Earnings Per Common
and Common Equivalent Shares
(In thousands, except per share data)
Nine Months Ended September 30,
-----------------------------
1996 1997
-------- --------
Average shares outstanding 14,190 19,227
Net effect of conversion of warrants and stock options 425 1,150
-------- --------
Total primary and fully diluted shares 14,615 20,377
======== ========
Net income $ 8,103 $ 11,740
Less preferred stock dividends (1,870) (1,752)
-------- --------
Net income applicable to common shares $ 6,233 $ 9,988
======== ========
Earnings per common share $ .43 $ .49
======== ========
5
1,000
9-MOS
DEC-31-1997
JAN-01-1997
SEP-30-1997
11,235
4,714
26,644
0
4,309
46,902
816,468
95,297
780,620
36,217
0
0
1,150
204
222,607
780,620
91,801
106,651
23,296
27,459
60,217
0
18,528
18,975
7,235
11,740
0
0
0
11,740
.49
.49
