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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
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 1-12108
GULFWEST ENERGY INC.
--------------------
(Exact name of Registrant as specified in its charter)
Texas 87-0444770
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
480 North Sam Houston Parkway East
Suite 300
Houston, Texas 77060
(Address of principal executive offices) (zip code)
(281) 820-1919
(Registrant's telephone number, including area code)
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 ____ ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, August 13, 2002, was 18,492,541 shares
of Class A Common Stock, $.001 par value.
GULFWEST ENERGY INC.
FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 2002
Page of
Form 10-Q
---------
Part I: Financial Statements
Item 1. Financial Statements
Consolidated Balance Sheets, June 30, 2002
and December 31, 2001 3
Consolidated Statements of Operations-for the three
months and six months ended June 30, 2002, and 2001 5
Consolidated Statements of Cash Flows-for the six
months ended June 30, 2002, and 2001 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Part II: Other Information
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on 8-K 11
Signatures 12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
- ------- ---------------------
GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND DECEMBER 31, 2001
ASSETS
June 30, December 31,
2002 2001
(Unaudited)
---------------------- ----------------------
CURRENT ASSETS:
Cash and cash equivalents 542,467 689,030
Accounts Receivable - trade, net of allowance for doubtful
accounts of -0- in 2001 and 2000 1,582,966 1,392,751
Prepaid expenses 244,507 124,081
---------------------- ----------------------
Total current assets 2,369,940 2,205,862
---------------------- ----------------------
OIL AND GAS PROPERTIES,
Using the successful efforts method of accounting 55,741,993 52,045,178
OTHER PROPERTY AND EQUIPMENT 2,398,241 2,352,166
Less accumulated depreciation, depletion
And amortization (7,382,930) (6,235,251)
---------------------- ----------------------
Net oil and gas properties, and
other property and equipment 50,757,304 48,162,093
---------------------- ----------------------
OTHER ASSETS
Deposits 37,442 37,442
Debt issue cost, net 397,030 506,230
---------------------- ----------------------
Total other assets 434,472 543,672
---------------------- ----------------------
TOTAL ASSETS $ 53,561,716 $ 50,911,627
====================== ======================
The Notes to Consolidated Financial Statements are an integral part of these statements.
3
GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND DECEMBER 31, 2001
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2002 2001
(Unaudited)
--------------------- ---------------------
CURRENT LIABILITIES
Notes payable $ 4,423,714 $ 2,821,020
Notes payable - related parties 40,000 40,000
Current portion of long-term debt 3,895,164 6,065,588
Current portion of long-term debt - related parties 217,016 222,687
Accounts payable - trade 3,850,552 3,099,399
Accrued expenses 249,862 243,671
--------------------- ---------------------
Total current liabilities 12,676,308 12,492,365
--------------------- ---------------------
LONG-TERM DEBT, net of current portion 29,637,836 26,330,589
--------------------- ---------------------
LONG-TERM DEBT, RELATED PARTIES 168,359 211,368
--------------------- ---------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 170 170
Common stock 18,493 18,493
Additional paid-in capital 28,164,712 28,164,712
Retained deficit (17,104,162) (16,306,070)
Long-term accounts and notes receivable - related
parties,net of allowance for doubtful accounts of
$740,478 in 2002 and 2001
--------------------- ---------------------
Total stockholders' equity 11,079,213 11,877,305
--------------------- ---------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 53,561,716 $ 50,911,627
===================== =====================
The Notes to Consolidated Financial Statements are an integral part of these statements.
4
GULFWEST ENERGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 2002 AND 2001
(UNAUDITED)
Three Months Six Months
Ended June 30, Ended June 30,
2002 2001 2002 2001
----------------- ---------------- ----------------- ---------------
OPERATING REVENUES
Oil and gas sales $ 2,813,776 $ 3,304,912 $ 5,340,018 $ 6,264,665
Well servicing revenues 486 77,934 12,608 81,964
Operating overhead and other income 137,536 73,036 248,045 166,992
----------------- ---------------- ----------------- ---------------
Total operating revenues 2,951,798 3,455,882 5,600,671 6,513,621
----------------- ---------------- ----------------- ----------------
OPERATING EXPENSES
Lease operating expenses 1,343,545 1,159,743 2,720,228 2,431,426
Cost of well servicing operations 16,035 59,744 34,596 83,356
Depreciation, depletion and amortization 680,321 594,522 1,286,962 1,043,073
General and administrative 461,642 422,871 868,718 805,980
----------------- ---------------- ----------------- ----------------
Total operating expenses 2,501,543 2,236,880 4,910,504 4,363,835
----------------- ---------------- ----------------- ----------------
INCOME FROM OPERATIONS 450,255 1,219,002 690,167 2,149,786
----------------- ---------------- ----------------- ----------------
OTHER INCOME AND EXPENSE
Interest expense (751,195) (605,091) (1,443,070) (1,286,208)
Gain (loss) on sale of assets (105,974) 11,061 (108,628)
----------------- ---------------- ----------------- ----------------
Total other income and expense (751,195) (711,065) (1,432,009) (1,394,836)
----------------- ---------------- ----------------- ----------------
INCOME (LOSS) BEFORE INCOME TAXES (300,940) 507,937 (741,842) 754,950
INCOME TAXES
----------------- ---------------- ----------------- ----------------
NET INCOME (LOSS) (300,940) 507,937 (741,842) 754,950
DIVIDENDS ON PREFERRED STOCK (28,125) (56,250)
----------------- ---------------- ----------------- ----------------
NET INCOME (LOSS) AVAILABLE TO
COMMON SHAREHOLDERS $ (329,065) $ 507,937 $ (798,092) $ 754,950
================= ================ ================= ================
LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (.02) .03 (.04) .04
================= ================ ================= ================
The Notes to Consolidated Financial Statements are an integral part of these statements.
5
GULFWEST ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)
2002 2001
---------------- ----------------
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (741,842) $ 754,950
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, depletion, and amortization 1,286,962 1,043,073
Loss (Gain) on sale of assets (11,061) 108,628
(Increase) decrease in accounts receivable - trade, net (372,957) 425,752
(Increase) decrease in prepaid expenses (120,426) (141,677)
Increase (decrease) in accounts payable and accrued expenses 757,344 34,533
---------------- ----------------
Net cash provided by operating activities 798,020 2,225,259
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 668,247 62,423
Purchase of property and equipment (4,199,193) (2,626,758)
---------------- ----------------
Net cash used in investing activities (3,530,946) (2,564,335)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt (2,140,305) (2,950,346)
Proceeds from debt issuance 4,782,918 3,199,801
Debt issue cost (9,080)
Dividends Paid (56,250)
---------------- ----------------
Net cash provided by financing activities 2,586,363 240,375
---------------- ----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (146,563) (98,701)
CASH AND CASH EQUIVALENTS, beginning of period 689,030 663,032
---------------- ----------------
CASH AND CASH EQUIVALENTS, end of period $ 542,467 $ 564,331
================ ================
CASH PAID FOR INTEREST $ 1,423,013 $ 605,091
================ ================
The Notes to Consolidated Financial Statements are an integral part of these statements.
6
GULFWEST ENERGY INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001 UNAUDITED)
1. During interim periods, we follow the accounting policies set forth in our
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Users of financial information produced for interim periods are
encouraged to refer to the footnotes contained in the Annual Report when
reviewing interim financial results.
2. The accompanying financial statements include the Company and its
wholly-owned subsidiaries: RigWest Well Service, Inc. formed September 5,
1996; GulfWest Texas Company formed September 23, 1996; DutchWest Oil
Company formed July 28, 1997; Southeast Texas Oil and Gas Company, L.L.C.
acquired September 1, 1998; SETEX Oil and Gas Company formed August 11,
1998; GulfWest Oil & Gas Company formed February 8, 1999; LTW Pipeline
Co. formed April 19, 1999; and GulfWest Development Company ("GWD") formed
November 9, 2000; and, GulfWest Oil & Gas Company (Louisiana) LLC
formed July 31, 2001. All material intercompany transactions and balances
are eliminated upon consolidation.
3. In management's opinion, the accompanying interim financial statements
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, the
results of operations, and the statements of cash flows of GulfWest Energy
Inc. for the interim periods.
4. Non-cash Investing and Financing
During the six month period ended June 30, 2002, we acquired $48,224 of
property and equipment through notes payable to financial institutions. We
also acquired $182,742 of oil producing properties in exchange of accounts
receivable from a related party.
5. We entered into an agreement with an energy lender, commencing in May 2000,
to hedge a portion of our oil and gas sales for the period of May 2000
through April 2004. The agreement calls for initial volumes of 7,900
barrels of oil and 52,400 Mmbtu of gas per month, declining monthly
thereafter. We entered into a second agreement with the energy lender,
commencing September 2001, to hedge an additional portion of our oil and
gas sales for the periods of September 2001 through July 2004 and September
2001 through December 2002, respectively. The agreement calls for initial
volumes of 15,000 barrels of oil and 50,000 Mmbtu of gas per month,
declining monthly thereafter. As a result of these agreements, we realized
an increase in revenues of $84,595 for the six-month period ended June 30,
2002 and a reduction in revenues of $1,044,349 for the six-month period
ended June 30, 2001, which is included in oil and gas sales.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
- ------- ------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Overview
- --------
We are engaged primarily in the acquisition, development, exploitation,
exploration and production of crude oil and natural gas. Our focus is on
increasing production from our existing crude oil and natural gas properties
through the further exploitation, development and optimization of those
properties, and on acquiring additional crude oil and natural gas properties.
Our gross revenues are derived from the following sources:
1. Oil and gas sales that are proceeds from the sale of crude oil and
natural gas production to midstream purchasers;
2. Operating overhead and other income that consists of earnings from
operating crude oil and natural gas properties for other working
interest owners, and marketing and transporting natural gas. This also
includes earnings from other miscellaneous activities.
3. Well servicing revenues that are earnings from the operation of well
servicing equipment under contract to third party operators.
Results of Operations
- ---------------------
The factors which most significantly affect our results of operations are
(1) the sales price of crude oil and natural gas, (2) the level of total sales
volumes of crude oil and natural gas, (3) the level of and interest rates on
borrowings and, (4) the level and success of new acquisitions and development of
existing properties.
Comparative results of operations for the periods indicated are discussed below.
Three-Month Period Ended June 30, 2002 compared to Three Month Period Ended
June 30, 2001.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the quarter decreased 15% from $3,304,900 in 2001 to $2,813,800 in 2002,
primarily due to the decrease in average commodity sales prices. Although we
acquired additional properties in August 2001, the increase in production from
those properties was offset by a natural decline in production from horizontal
wells drilled in the Madisonville, Texas field in 2000 and 2001 and the loss of
production from the sale of properties during the period.
Well Servicing Revenues. Revenues from well servicing operations decreased
by 99% from $77,900 in 2001 to $500 in 2002. In 2002, we have used our rigs
almost totally in the development of our properties rather than working for
third parties.
Operating Overhead and Other Income. Revenues from these activities
increased 88 % from $73,000 in 2001 to $137,500 in 2002. This was due to an
increase in Other Income from natural gas gathering and marketing fees.
8
Costs and Expenses
Lease Operating Expenses. Lease operating expenses increased 16% from
$1,159,700 in 2001 to $1,343,500 in 2002. This was primarily due to the
acquisition of additional properties and increased costs related to those
properties.
Cost of Well Servicing Operations. Well servicing expenses decreased 73%
from $59,700 in 2001 to $16,000 in 2002. In 2002, we have used our rigs for the
most part in the development of our properties rather than working for third
parties.
Depreciation, Depletion and Amortization (DD&A). DD&A increased 14%
from 594,500 in 2001 to $680,300 in 2002, due to the acquisition of additional
Gulf Coast properties. We had higher production from our Gulf Coast properties,
which typically have higher decline rates and correspondingly higher depletion
rates.
General and Administrative (G&A) Expenses. G&A expenses increased
9% for the period from $422,900 in 2001 to $461,600 in 2002, due to expenses
associated with an increase in the number of oil and natural gas assets that we
manage.
Interest Expense. Interest expense increased 24% from $605,100 in 2001 to
751,200 in 2002, primarily due to interest on debt associated with additional
acquisitions and our capital development program.
Six-Month Period Ended June 30, 2002 compared to Six-Month Period Ended
June 30, 2001.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the period decreased 15% from $6,264,700 in 2001 to $5,340,000 in 2002,
primarily due to the decrease in average commodity sales prices. Although we
acquired additional properties in August 2001, the increase in production from
those properties was offset by a natural decline in production from horizontal
wells drilled in the Madisonville, Texas field in 2000 and 2001 and the loss of
production from the sale of properties during the period.
Well Servicing Revenues. Revenues from well servicing operations decreased
85% from $82,000 in 2001 to $12,600 in 2002. In 2002, we have used our rigs for
the most part in the development of our properties rather than working for third
parties.
Operating Overhead and Other Income. Revenues from these activities
increased 49% from $167,000 in 2001 to $248,000 in 2002. This was due to an
increase in Other Income from natural gas gathering and marketing fees.
Costs and Expenses
Lease Operating Expenses. Lease operating expenses increased 12% from
$2,431,400 in 2001 to $2,720,200 in 2002, due to the acquisitions of additional
properties and the costs related to such properties.
Cost of Well Servicing Operations. Well servicing expenses decreased 59%
from $83,400 in 2001 to $34,600 in 2002. In 2002, we have used our rigs for the
most part in the development of our properties rather than working for third
parties.
Depreciation, Depletion and Amortization (DD&A). DD&A increased 23%
from $1,043,100 in 2001 to $1,287,000 in 2002, due to the acquisition of
additional Gulf Coast properties. We had higher production from our Gulf Coast
properties, which typically have higher decline rates and correspondingly higher
depletion rates.
9
General and Administrative (G&A) Expenses. G&A expenses increased
8% for the period from $806,000 in 2001 to $868,700 in 2002 due to expenses
associated with an increase in the number of oil and natural gas assets that we
manage.
Interest Expense. Interest expense increased 12% from $1,286,200 in 2001 to
$1,443,100 in 2002, due to debt associated with additional acquisitions and our
capital development program.
Financial Condition and Capital Resources
- -----------------------------------------
At June 30, 2002, our current liabilities exceeded our current assets by
$10,306,700. We had a loss of $300,910 for the quarter compared to a profit of
$507,900 for the period in 2001.
During the second quarter of 2002, we sold 70,200 barrels of crude oil and
430,100 Mcf of natural gas compared to 71,647 barrels of crude oil and 406,288
Mcf of natural gas in the second quarter of 2001. Revenue for crude oil sales
for the quarter was $1,456,100 in 2002 compared to $1,729,700 in 2001 and for
natural gas sales was $1,357,600 in 2002 compared to $1,575,300 in 2001.
In the year 2002, we have planned to use the remaining $5 million in our
credit line for the development of certain properties, including the drilling of
a deep gas well in Louisiana, the drilling of two horizontal wells in our
Madisonville, Texas field, and the workover of several wells in our Grand Lake,
Louisiana field. If successful, the increased production and sales resulting
from these development projects, along with the recent increase in oil and gas
prices, should return us to profitability. The Louisiana gas well and workovers
have been funded and are being completed; however, the lender has indicated that
the drilling of the horizontal wells will not be funded. We also plan to sell
certain of our non-core properties and use the proceeds to meet a $1 million
payment to a lender originally due in August, 2002 and subsequently extended to
the fourth quarter, 2002.
Finally, as another significant step, we have entered into discussions with
certain investment bankers and advisors regarding financial alternatives to
support our continued growth through acquisitions and development, and the
restructuring of our existing debt. Our goal is to sell equity through a private
placement, use part of the proceeds to continue our development program and the
balance to retire a portion of our existing debt, enabling us to refinance the
remainder.
10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------- ----------------------------------------------------
The annual meeting of shareholders was held on May 30, 2002 to
consider the election of seven persons to the board of directors of the
Company (the "Board") and to transact such other business as might properly
come before the meeting. Of the 18,492,541 outstanding shares of Common
Stock, there were present, in person or by proxy, shareholders holding a
total of 15,781,448 (85.3%) of the shares.
Seven candidates for director were presented by the Board: Marshall A.
Smith III, Thomas R. Kaetzer, J. Virgil Waggoner, John E. Loehr, Steven M.
Morris, William T. Winston and John P. Boylan. Of the 15,781,448 shares of
Common Stock present in person or by proxy and entitled to be voted at the
meeting, 15,762,848 votes were cast for each of the nominees --- for
director of the Corporation (except for Mr. Waggoner for whom 400 of those
votes were withheld and Mr. Winston and Mr. Boylan for whom 197,141 votes
were withheld), no votes were cast against the nominees and 18,600 votes
abstained. All seven ------- --------- candidates were declared duly and
validly elected members of the Board, each to serve until the next annual
meeting of shareholders or until his respective successor has been elected
and qualified. Following the shareholders' meeting, the Board elected Mr.
J. Virgil Waggoner as Chairman of the Board.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- ------- ---------------------------------
(a) Exhibits -
Number Description
------ -----------
*3.1 Articles of Incorporation of the Registrant and
Amendments thereto.
**3.2 Amendment to the Articles of Incorporation of the
Registrant changing the name of the Registrant to
"GulfWest Energy Inc.", approved by the Shareholders on
May 18, 2001 and filed with the Secretary of Texas on
May 21, 2001.
***3.3 Amendment to the Company's Articles of Incorporation
to increase the number of shares of Class A Common
Stock that the Company will have authority to issue
from 20,000,000 to 40,000,000 shares, approved by the
Shareholders on November 19, 1999 and filed with the
Secretary of State of Texas on December 3, 1999.
*3.4 Bylaws of the Registrant.
**10.1 GulfWest Oil Company 1994 Stock Option and
Compensation Plan, amended and restated as of April 1,
2001, and approved by the shareholders on May 18, 2001.
---------------
* Previously filed with the Registrant's Registration Statement (on Form
S-1, Reg. No. 33-53526), filed with the Commission on October 21,
1992.
** Previously filed with the Registrant's Definitive Proxy
Statement, filed with the Commission on April 16,2001.
*** Previously filed with the Registrant's Definitive Proxy Statement,
filed with the Commission on October 18, 1999.
11
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
GULFWEST ENERGY INC.
(Registrant)
Date: August 13, 2002 By: /s/ Thomas R. Kaetzer
----------------------------------------
Thomas R. Kaetzer
President
Date: August 13, 2002 By: /s/ Jim C. Bigham
------------------------------------------
Jim C. Bigham
Executive Vice President and Secretary
Date: August 13, 2002 By: /s/ Richard L. Creel
-------------------------------------------
Richard L. Creel
Vice President of Finance
12