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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
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: 001-14837
QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)
75-2756163 (I.R.S. Employer Identification No.)
1619 Pennsylvania Avenue, Fort Worth, Texas 76104
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (817) 877-3151
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- ----------------------------------------
Common Stock, par value American Stock Exchange
$0.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
As of March 15, 1999, 12,888,504 shares of common stock of Quicksilver
Resources Inc. were outstanding, and the aggregate market value of the voting
stock held by non-affiliates of Quicksilver Resources Inc. was approximately
$8,933,000 based on the American Stock Exchange composite trading closing price,
and using the definition of beneficial ownership contained in Rule 16a-1(a) (2)
promulgated pursuant to the Securities Exchange Act of 1934 and excluding shares
held by directors and executive officers, some of whom may not be held to be
affiliates upon judicial determination.
PART I
Item 1. Description of Business................................................. 3
Item 2. Description of Properties............................................... 7
Item 3. Legal Proceedings....................................................... 12
Item 4. Submission of Matters to a Vote of Security Holders..................... 13
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters... 13
Item 6. Selected Financial Data................................................. 14
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 16
Item 8. Financial Statements and Supplementary Data............................. 22
Item 9. Changes in and Disagreements with Accountants on Financial Disclosure... 23
PART III
Item 10. Directors and Executive Officers of the Company.......................... 23
Item 11. Executive Compensation................................................... 25
Item 12. Security Ownership of Certain Beneficial Owners and Management........... 25
Item 13. Certain Relationships and Related Transactions........................... 27
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K....... 27
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORMATION OF QUICKSILVER
Quicksilver Resources Inc. (the "Company" or "Quicksilver") was formed
as a Delaware Corporation in December 1997 to combine certain oil and gas
properties pursuant to a merger. On January 1, 1998, Mercury Exploration Company
("Mercury"), Quicksilver Energy, L.C. ("QELC"), Michigan Gas Partners Limited
Partnership (Michigan Gas Partners), Trust Company of the West ("TCW"), Joint
Energy Development Investments Limited Partnership ("JEDI") and Quicksilver
Resources Inc. entered into an agreement and a plan of reorganization and merger
to combine certain oil and gas properties owned by Mercury, QELC and Michigan
Gas Partners. Michigan Gas Partners was merged with and into Quicksilver, and
Mercury and QELC transferred certain assets, principally natural gas and crude
oil producing properties and liabilities, to Quicksilver. Quicksilver was the
surviving corporation of this merger.
BUSINESS COMBINATION
On March 4, 1999, MSR Exploration Ltd. ("MSR") held a Special Meeting
of Shareholders and approved the merger of MSR with and into Quicksilver,
pursuant to the terms of the Agreement and Plan of Merger dated September 1,
1998 (the "Merger Agreement"), by and between Quicksilver and MSR.
As a result of the Merger the separate corporate existence of MSR
ceased, and all of the properties, rights, privileges, powers and franchises of
MSR vested in Quicksilver, the surviving corporation of the Merger, and all the
debts, liabilities and duties of MSR were transferred to Quicksilver. Each share
of common stock of MSR outstanding immediately prior to the effective time of
the Merger was converted into the right to receive one tenth of one share of
common stock of Quicksilver. The shares of Quicksilver common stock are listed
for trading on the American Stock Exchange under the symbol "KWK."
MSR's principal line of business was the exploration, development,
production and sale of crude oil and natural gas. The assets of MSR consisted of
oil and gas property interests owned and operated principally in Montana and
Texas.
This Annual Report on Form 10-K contains all of the operations of
Quicksilver and its predecessors including MSR.
BUSINESS OF QUICKSILVER
Quicksilver engages in the acquisition, exploration, production and
sale of natural gas, crude oil and condensate and the gathering, processing and
transmission of natural gas. Quicksilver pursues its business through the
acquisition of oil and gas mineral leases, gas gathering systems and producing
natural gas and crude oil properties. Based upon the specifics of each mineral
lease, as well as geological and engineering interpretations, Quicksilver either
develops its inventory of leases by drilling wells, redrilling wells or
recompleting existing wells located on those leases for the recovery of the
reserves located there. Quicksilver currently has an interest in natural gas and
crude oil mineral leases, gas gathering pipeline systems and wells producing
hydrocarbons that are located principally in the states of Michigan, Wyoming,
Montana and Texas. Quicksilver evaluates other opportunities for the development
of reserves and related assets as they become available and, under certain
circumstances, may explore opportunities in regions other than those in which
Quicksilver is currently involved.
Quicksilver is not a user or refiner of the natural gas or crude oil
produced, except as needed in the operation of wells that produce gas. Once
extracted from the ground, Quicksilver connects the production to a pipeline
gathering system, and stores the crude oil in storage tanks located close to the
producing field for collection by oil purchasers.
Quicksilver owns or holds working interests in over 1,150 producing
wells. Quicksilver also holds interests in properties that contain proved
undeveloped natural gas and crude oil reserves that require additional drilling,
workovers, water flooding or other forms of enhancement in order to become
productive.
Quicksilver presently employs only its officers and top managers.
The Company outsources some of its accounting, administrative and the
management of its operations under a management agreement with Mercury. At
December 31, 1998, Mercury operated over 635 wells on behalf of Quicksilver.
3
The Company controls capital expenditures and timing of all field
activities. Quicksilver strives to manage its producing properties to maximize
economic production over the life of the properties through a combination of
development well drilling, existing well recompletions and workovers and
enhanced recovery operations. Quicksilver uses advanced drilling technologies to
minimize costs and performs regular operational reviews to minimize operating
expenses.
Quicksilver has an active exploration program targeting a wide variety
of reserve creation opportunities. In the Company's exploration and development
projects, Quicksilver's geoscientists integrate 3-D seismic, 2-D seismic and all
available subsurface well control data on geologic and geophysical
interpretation workstations. Substantially all of Quicksilver's undeveloped
acreage is the subject of active exploration efforts. Additional undeveloped
acreage is regularly added as existing exploration plays are expanded and new
plays are pursued.
Quicksilver continually evaluates producing property acquisition
opportunities and may increase its total annual capital expenditures depending
upon its success in identifying and completing attractive acquisitions.
BUSINESS STRATEGY
Quicksilver's objective is to enhance stockholder value through
sustained growth in its reserve base, production levels and the resulting cash
flow. To further this strategy, Quicksilver expects to (1) acquire properties
with exploration and development potential, (2) acquire properties that provide
it with the ability to control or significantly influence operations and (3)
balance lower-risk, shallow-target exploration in the Northern Michigan Antrim
trend and similar geologic areas with higher-risk, large-target exploration.
DEVELOPMENT ACTIVITIES. Quicksilver currently conducts its exploration
and development activities in four areas. In Michigan, Quicksilver primarily
seeks gas deposits located near existing production facilities at vertical
depths of between 500 and 2,000 feet. This area is generally known for its
relatively low exploration and development costs and long-life, successful
wells. Quicksilver conducts operations in the Prairie du Chien ("PdC") sands
located in central to southern Michigan. PdC wells produce natural gas and
condensate from an average depth of 11,000 feet with higher exploration and
development costs but with a relatively high production rate and correspondingly
quicker return on investment.
During 1998, Quicksilver completed two PdC wells that were drilled in
1997, drilled 42 gross (30 net) successful development wells and drilled nine
gross (nine net) successful exploratory wells in Michigan for a drilling success
rate of 100 percent. This drilling activity added an estimated 27 billion cubic
feet (Bcf) of proved producing reserves. Primarily as a result of these wells,
Quicksilver's average daily production at year-end 1998 increased to 46.7
Mmcfe/day, a 13 percent increase over the production rates for the same
properties as of year-end 1997.
Quicksilver has 194 wells in the Rocky Mountain Region producing
principally low-gravity crude oil. These wells make up the highest potential oil
reserves of Quicksilver. The South Casper Creek Steamflood Project has estimated
oil in place of 49 million barrels and, with improved oil prices and a reliable
source of gas to fire steamers, Quicksilver believes 20 percent of these
reserves are recoverable - some 10 million barrels.
EXPLORATION FOR NEW RESERVES. Quicksilver is placing increasing
emphasis on exploration as a source of future growth and has an active
exploration program targeting a wide variety of reserve creation opportunities
in its core areas of operations as well as in select new areas. Quicksilver
pursues a balanced portfolio of exploration prospects where it believes multiple
additional new reserve opportunities could result if a significant discovery
were made. At December 31, 1998, Quicksilver had approximately 170,000 gross
(128,000 net) undeveloped acres on which it was actively conducting exploration
activities.
Quicksilver's exploration team includes geologists, engineers,
geophysicists and petrophysicists who have developed in-depth knowledge and
expertise in each of Quicksilver's core operating areas and related exploration
projects areas. Joint venture and contract technical personnel and consultants
who have demonstrated experience and expertise in select areas of interest to
Quicksilver provide supplemental support as needed. The technical staff uses
in-house 3-D seismic evaluation software as well as other modern exploration
techniques.
4
UTILIZATION OF RISK MANAGEMENT TECHNIQUES. Quicksilver uses a variety
of techniques to reduce Quicksilver's exposure to the risks involved in its oil
and gas activities. Quicksilver conducts operations in diverse geographic
regions in order to gain benefits from distinct geologic settings, local
commodity price differences and specific regional operating characteristics.
Quicksilver seeks to reduce risks normally associated with exploration through
the use of advanced technologies, such as 3-D seismic surveys; by spreading
projects over various geologic settings and geographic areas; by balancing
exposure to natural gas and crude oil projects; by balancing potential rewards
against evaluated risks and by participating in projects with other experienced
industry partners at working interest levels appropriate for Quicksilver.
Quicksilver attempts to reduce its exposure to short-term fluctuations in the
price of natural gas and crude oil by entering into various hedging
arrangements. The Company also attempts to increase the predictability of its
interest costs by entering into rate locks of various time frames.
MAINTENANCE OF LOW-COST OPERATING STRUCTURE. Quicksilver implements and
maintains a low-cost operating structure. The Company manages all field
activities and thereby exercises greater control over the cost and timing of
exploration, drilling and development activities in order to help improve
project returns. Quicksilver focuses on reducing lease operating expenses (on a
per-unit-of-production basis), general and administrative expenses and drilling
and recompletion costs in order to improve project returns.
ACQUISITION OF SELECT PROPERTIES. Quicksilver actively seeks to acquire
oil and gas properties that are either complementary to existing production
operations or that provide significant exploration and development opportunities
beyond any proved reserves acquired. Quicksilver has an experienced management
team with a comprehensive interdisciplinary approach encompassing technical,
financial, legal and strategic considerations in evaluating potential
acquisitions of natural gas and crude oil properties.
ORGANIZATION
Mercury, an affiliate of Quicksilver, operates the majority of
Quicksilver's oil and gas properties under a management agreement and performs
all accounting and field operations on behalf of Quicksilver. In its present
capacity as operator, Mercury handles payment of all direct costs and expenses
of operations and distributes all net revenues associated with Quicksilver's
properties. Quicksilver reimburses Mercury for actual direct expenses incurred
by Mercury for the benefit of Quicksilver and its properties. The accounting and
other indirect expenses incurred by Mercury are covered by the well overhead
charges specified in the joint operating agreements.
MARKETING
The natural gas and crude oil produced from Quicksilver properties has
typically been marketed through normal channels for such products. Quicksilver
generally sells its crude oil production at local field prices paid by the
principal purchasers of crude oil in the respective area of operations. The
majority of Quicksilver's natural gas production is sold under long-term
contracts of one to 10 years and is transported through intrastate pipelines.
Quicksilver's natural gas and crude oil are purchased by refineries,
major oil companies, public utilities, industrial customers and other users and
processors of petroleum products. Quicksilver is not confined to, nor dependent
upon any one purchaser or small group of purchasers. Accordingly, the loss of a
single purchaser, or a few purchasers, would not materially affect Quicksilver
business because there are numerous purchasers in the areas in which Quicksilver
sells its production. For 1998, however, purchases by the following companies
exceeded 10 percent of the total oil and gas revenues of Quicksilver: Consumers
Power Company, Howard Energy, Inc., and CoEnergy Trading Company.
COMPETITION
The Company encounters substantial competition in acquiring oil and gas
leases and properties, marketing oil and gas, securing personnel and conducting
its drilling and field operations. Many competitors have financial and other
resources that substantially exceed those of the Company. The competitors in
development, exploration, acquisitions and production include the major oil
companies as well as numerous independents, individual proprietors and others.
Therefore, competitors may be able to pay more for desirable leases and
evaluate, bid for and purchase a greater number of properties or prospects than
the financial or personnel resources of the Company permit. The ability of the
Company to replace and expand its reserve base in the future will be dependent
upon its ability to select and acquire suitable producing properties and
prospects for future drilling.
5
The Company's acquisitions have been financed through debt and
internally generated cash flow. There is competition for capital to finance oil
and gas acquisitions and drilling. The ability of the Company to obtain such
financing is uncertain and can be affected by numerous factors beyond its
control. The inability of the Company to raise capital in the future could have
an adverse effect on certain areas of its business.
GOVERNMENTAL REGULATION
The Company's operations are affected from time to time in varying
degrees by political developments and federal, state and local laws and
regulations. In particular, natural gas and crude oil production and related
operations are or have been subject to price controls, taxes and other laws and
regulations relating to the industry. Failure to comply with such laws and
regulations can result in substantial penalties. The regulatory burden on the
industry increases the Company's cost of doing business and affects its
profitability. Although the Company believes it is in compliance with all
applicable laws and regulations, such laws and regulations are frequently
amended or reinterpreted, so the Company is unable to predict the future cost or
impact of complying with such laws and regulations.
ENVIRONMENTAL MATTERS
The Company's oil and natural gas exploration, development, production
and pipeline gathering operations are subject to stringent federal, state and
local laws governing the discharge of materials into the environment or
otherwise relating to environmental protection. Numerous governmental
departments such as the Environmental Protection Agency ("EPA") issue
regulations to implement and enforce such laws and compliance is often difficult
and costly. Failure to comply carries substantial civil and criminal penalties.
These laws and regulations may: require the acquisition of a permit before
drilling commences; restrict the types, quantities and concentrations of various
substances that can be released into the environment in connection with
drilling, production and pipeline gathering activities; limit or prohibit
drilling activities on certain lands lying within wilderness, wetlands, frontier
and other protected areas; require some form of remedial action to prevent
pollution from former operations such as plugging abandoned wells; and impose
substantial liabilities for pollution resulting from the Company's operations.
In addition, these laws, rules and regulations may restrict the rate of natural
gas and crude oil production below the rate that would otherwise exist. The
regulatory burden on the industry increases the cost of doing business and
consequently affects its profitability. Changes in environmental laws and
regulations occur frequently, and any changes that result in more stringent and
costly waste handling, disposal or clean-up requirements could adversely affect
the Company's operations and financial position, as well as the industry in
general. While management believes that the Company is in substantial compliance
with current applicable environmental laws and regulations, and the Company has
not experienced any materially adverse effect from compliance with these
environmental requirements, there is no assurance that this will continue in the
future.
The Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA"), also known as the "Superfund" law, imposes liability, without
regard to fault or the legality of the original conduct, on certain classes of
persons who are considered to be responsible for the release of a "hazardous
substance" into the environment. These persons include the owner or operator of
the disposal site or sites where the release occurred and the companies that
disposed or arranged for the disposal of the hazardous substances at the site
where the release occurred. Under CERCLA, such persons may be subject to joint
and several liability for the costs of cleaning up the hazardous substances that
have been released into the environment, damages to natural resources and costs
of certain health studies. It is not uncommon for neighboring landowners and
other third parties to file claims for personal injury and property damages
allegedly caused by the release of hazardous substances or other pollutants into
the environment. Furthermore, although petroleum, including natural gas and
crude oil, is exempt from CERCLA, at least two courts have ruled that certain
wastes associated with the production of crude oil may be classified as
"hazardous substances" under CERCLA, and thus such wastes may become subject to
liability and regulation under CERCLA. State initiatives to further regulate the
disposal of crude oil and natural gas wastes are also pending in certain states,
and these various initiatives could have a similar impact on the Company.
6
Stricter standards in environmental legislation may be imposed on the
industry in the future. For instance, legislation has been proposed in Congress
from time to time that would reclassify certain exploration and production
wastes as "hazardous wastes" and make the reclassified wastes subject to more
stringent handling, disposal and clean-up restrictions. If such legislation were
to be enacted, it could have a significant impact on the operating costs of the
Company, as well as on the industry in general. Compliance with environmental
requirements generally could have a materially adverse effect upon the capital
expenditures, earnings or competitive position of the Company. Although the
Company has not experienced any materially adverse effect from compliance with
environmental requirements, no assurance may be given that this will continue in
the future.
The Federal Water Pollution Control Act ("FWPCA") imposes restrictions
and strict controls regarding the discharge of produced waters and other
petroleum wastes into navigable waters. Permits must be obtained to discharge
pollutants into state and federal waters. The FWPCA and analogous state laws
provide for civil, criminal and administrative penalties for any unauthorized
discharges of crude oil and other hazardous substances in reportable quantities
and may impose substantial potential liability for the costs of removal,
remediation and damages. State water discharge regulations and federal (NPDES)
permits prohibit or are expected to prohibit within the next year the discharge
of produced water, sand and some other substances related to the natural gas and
crude oil industry into coastal waters. Although the costs to comply with zero
discharge mandated under federal or state law may be significant, the entire
industry will experience similar costs, and the Company believes that these
costs will not have a materially adverse impact on the Company's financial
condition and results of operations. Some oil and gas exploration and production
facilities are required to obtain permits for their storm water discharges.
Costs may be incurred in connection with treatment of wastewater or developing
storm water pollution prevention plans.
The Resources Conservation and Recovery Act ("RCRA"), as amended,
generally does not regulate most wastes generated by the exploration and
production of natural gas and crude oil. RCRA specifically excludes from the
definition of hazardous waste "drilling fluids, produced waters, and other
wastes associated with the exploration, development, or production of crude oil,
natural gas or geothermal energy." However, these wastes may be regulated by the
EPA or state agencies as solid waste. Moreover, ordinary industrial wastes, such
as paint wastes, waste solvents, laboratory wastes and waste compressor oils,
are regulated as hazardous wastes. Although the costs of managing solid
hazardous waste may be significant, the Company does not expect to experience
more burdensome costs than would be borne by similarly situated companies in the
industry.
In addition, the U.S. Oil Pollution Act ("OPA") requires owners and
operators of facilities that could be the source of an oil spill into "waters of
the United States" (a term defined to include rivers, creeks, wetlands and
coastal waters) to adopt and implement plans and procedures to prevent any spill
of oil into any waters of the United States. OPA also requires affected facility
owners and operators to demonstrate that they have at least $35 million in
financial resources to pay for the costs of cleaning up an oil spill and
compensating any parties damaged by an oil spill. Substantial civil and criminal
fines and penalties can be imposed for violations of OPA and other environmental
statutes.
EMPLOYEES
As of January 1, 1999, the Company had 15 full-time employees,
including officers.
ITEM 2. DESCRIPTION OF PROPERTY
Quicksilver owns significant interests in the following properties by
region:
MICHIGAN PROPERTIES:
Quicksilver's Michigan properties consist principally of natural gas
wells producing primarily from two reservoirs: the Antrim Shale, located in
Antrim, Crawford, Montmorency and Otsego Counties, and the Prairie du Chien
("PdC') reservoir, located in Arenac, Bay, Clare, Crawford, Kalkaska, Iosco,
Mecosta, Newaygo, Ogemaw and Osceola Counties. As of December 31, 1998,
Quicksilver had interests in over 706 (229 net) producing oil and gas wells in
Michigan with net production of 39.2 Mmcfd and 386 Bopd.
7
The Antrim Shale is a fractured shale reservoir producing from depths
ranging from 500 feet to 2,000 feet. As water is produced, the gas is released
from the rock very similarly to coalbed methane production. As of December 31,
1998, Quicksilver had 664 gross (206-net) wells producing in the Antrim shale
with net production of 16.2 Mmcfd. Quicksilver drilled 41 development and nine
exploratory Antrim wells in 1998 and plans to drill 54 vertical wells and two
horizontal development wells in 1999 at an estimated cost of $10.7 million.
Quicksilver is currently evaluating or is in the process of acquiring additional
Antrim acreage that could also be developed in 1999 and beyond.
The Prairie du Chien wells (the "Prairie du Chien Group") produce from
several Ordovician age reservoirs. The majority of these reservoirs are in the
massive Prairie du Chien Group of formations, containing three major sands: the
Lower PdC, Middle PdC and Upper PdC. Many of these wells also have pay in the
Zone of Unconformity (ZOU), which is also called the St. Peter Sandstone, and
the Glenwood Formation, both of which lie directly above the PdC. Some of the
wells are producing from two or more of these zones. Depending upon the area and
the particular zone, the PdC will produce dry gas, natural gas and condensate or
crude oil with associated gas. The average depth of these wells is 11,000 feet.
Two new PdC wells, State Garfield 2-8 and State Garfield 8-9, were
drilled in the Garfield 8 Field, which is operated by Spirit Energy, a division
of Unocal. These wells were drilled in late 1997 and early 1998 as acceleration
wells to recover PdC reserves; first production occurred in early 1998. These
two wells produced a combined average of 13 Mmcfd during 1998. At December 31,
1998, average daily production from the Garfield 8 Field was over 23 Mmcf.
Quicksilver has a 54 percent working interest in the field.
At December 31, 1998, Quicksilver had 42 gross (23.2 net) wells
producing in the PdC with net production of 23 Mmcfd and 382 Bopd. Many of the
PdC wells have behind pipe reserves within the Prairie du Chien Group as well as
in the ZOU and Glenwood. Quicksilver has budgeted approximately $1.1 million for
1999 to be used principally for recompletions and workovers in this area.
ROCKY MOUNTAIN REGION:
Quicksilver's properties in the Rocky Mountain Region consist of wells
in six fields within the state of Wyoming as well as a steamflood project,
several producing properties in northwest Montana and one outside-operated well
in south-central Montana, as well as interests in several other
projects/operations as described below. Production is primarily oil obtained
from depths ranging from 1,000 feet to 16,000 feet. Net production for the month
of December 1998 was 1,139 barrels of oil, 1,374 Mcf of gas and 46 barrels of
natural gas liquids per day from 355 gross producing wells (348.61 net producing
wells).
WYOMING PROPERTIES. The Company owns and operates six crude oil and
natural gas properties in Wyoming, located in Campbell (Am-Kirk and Big Hand
fields), Natrona (West Poison Spider Unit and South Casper Creek) and Fremont
(Dallas and Derby Dome fields) Counties. Production is from various formations
with producing depths ranging from 1,000 feet to 16,000 feet. Net production
from properties in Wyoming for the month of December 1998 was 643 barrels of oil
and 1,156 Mcf of natural gas per day from 141 gross producing wells (140.41 net
producing wells). Production is mainly primary production with the exception of
secondary production from a waterflood at the Am-Kirk Unit and residual tertiary
production from a discontinued steamflood project at South Casper Creek (see
details below).
No development wells were drilled in 1998. One exploratory well, the
Gypsum Bluff #1, located approximately one mile southeast of the Derby Dome
Field (in Fremont County), was drilled in 1998 and was plugged and abandoned.
Total depth of the well was 2,200 feet.
The South Casper Creek Steamflood Project is in Natrona County,
Wyoming. Unocal, the previous owner of the property, had conducted several
steamflood pilots during the 1970s and 1980s in the Tensleep Formation, but
until the late 1980s results were mixed due to design problems. At that point,
the drilling of two five-spot pilots verified the technical viability of
steaming operations. Based on these pilot results, Unocal proceeded to drill new
injection wells, and in 1991 initiated a full-scale steamflood employing four 50
Mmbtu/hour generators providing 14,400 barrels of water per day as 80 percent
steam to 11 injectors.
8
The full-scale steamflood proved technically successful with a
production peak in early 1992 at 1,500 Bopd, compared to a pre-steam production
high of about 800 Bopd. At this point, the field performance was exceeding
Unocal's simulation forecast. Despite this success, Unocal decided to cut costs
by discontinuing the operation of two generators and three injectors, which
resulted in a flattening of the production. After one year of this partial
operation, Unocal shut down the project to reduce costs, citing internal
economic pressure.
Quicksilver believes the steamflood potential in this area has been
proven. The project has all of the necessary wells, steam generators and
operational infrastructure in place, and constitutes a demonstrated and tested
reserve. Quicksilver's delay in re-initiating steaming operations is due to the
lack of sufficient available gas reserves for fueling the steam generators and
the present low prices of crude oil.
MONTANA PROPERTIES. The Company owns and operates several crude oil and
natural gas producing properties in Glacier, Pondera, Teton and Toole Counties
in northwest Montana near Cut Bank, as well as other operations described below.
The Company also owns an interest in one well in Stillwater County that is
operated by another party. Production is primarily oil from the Cut Bank
Formation, produced from depths of approximately 1,600 feet to 3,500 feet. Net
production for the month of December 1998 was 496 barrels of oil, 218 Mcf of
gas, and 46 barrels of natural gas liquids per day from 214 gross producing
wells (208.20 net producing wells). Production is primary and secondary, with
the bulk of the secondary production being from a waterflood in the South
Central Cut Bank Sand Unit in Glacier County.
No development or exploratory wells were drilled in 1998 on company-owned
properties in Montana.
The Company, under an agreement with a utility company in Montana, holds
the rights and obligations related to approximately 304,000 acres of largely
undeveloped oil and gas properties centered over the Cut Bank Field complex in
northwestern Montana. For wells drilled by either party in this area of mutual
interest, the Company holds 100 percent of the oil rights and the rights to 30
percent of the revenue interest pertaining to liquids produced from gas wells.
The geologic complexity of the Cut Bank Field has resulted in the
inefficient development of the field by former operators; consequently a
significant amount of oil, which is potentially recoverable, remains in the
rock. Quicksilver is using modern technology in an attempt to accurately model
these depositional complexities and identify bypassed oil reserves that could be
recovered by proper development of the Cut Bank Field. Along these lines,
Quicksilver's predecessor (MSR) shot a 3-D seismic survey in late 1997 over
approximately nine square miles of the Cut Bank Field, the first time this
technology had been used there. This data is currently being evaluated using
methods and techniques that will seismically image the sand deposits and
integrate all available geologic and reservoir engineering data to create the
most accurately detailed model possible. This technology is being used to locate
areas of future potential (mainly oil bypassed or banked from flooding) with
future well locations being selectively highgraded using the previously
unavailable seismic data and techniques. Once commodity prices improve, the
Company plans to drill a series of test wells (up to five) in the seismic area,
which will allow the seismic model to be tested and refined. The seismic program
has also identified some areas where uphole recompletions may be possible.
Again, these will be tested once commodity prices strengthen.
In northwestern Montana, the Company owns the Red River Gas Plant, which
consists of a compressor and a dehydration unit, and an associated gathering and
transmission system. The company purchases sweet gas from wells in the field and
dries and transports it to the Montana Power System in the north Cut Bank area.
The Company also owns the Gypsy-Highview Gas Plant and a natural gas-gathering
and transmission pipeline system located in northwestern Montana.
TEXAS PROPERTIES
The Company owns a 100 percent working interest in a producing property
near Winters, Texas, in Runnels County that produces primarily crude oil. During
December 1998, the Company's net production from this property averaged
approximately 33 barrels of crude oil and 109 Mcf per day of natural gas from 24
producing wells (24 net producing wells).
9
In southeast Texas, the Company owns interests in two natural gas wells,
the Cinco Ltd. #1 and the Josey Ranch #3. The Company holds a 74 percent and 42
percent working interest in the wells, which are located in Fort Bend and Harris
Counties, respectively. During December 1998, the Company's net production from
these properties averaged approximately 786 Mcf per day of natural gas and 11
barrels of crude oil per day.
The Company also owns minor working and royalty interests in Western Canada.
EXPLORATION ACTIVITIES
Quicksilver has interests in 15 exploratory prospects located in
Montana and Wyoming. Eight are oil prospects and the remaining seven are gas
prospects. These prospects are located in the Big Horn Basin, the Crazy Mountain
Basin and the Montana Thrust Belt. Quicksilver's interest in these prospects
ranges from 25 percent to 100 percent, with 50 percent being the most common
Quicksilver interest. The target depths of these prospects range from 3,000 feet
to 19,500 feet, with 7,000 feet being the median depth. The potential impact of
these prospects to Quicksilver is considerable, with several of the gas
prospects having reserve potential in the one TCF range. The shallow depths of
many of these prospects will allow Quicksilver to test all of them at a
relatively low cost.
CRAZY MOUNTAIN BASIN. The Crazy Mountain Basin is located in south
central Montana and is an extension of the Big Horn Basin. Quicksilver's
prospects are approximately 30 miles from production and consist of two Fort
Union coal bed methane prospects and a deep Frontier prospect. The two Fort
Union prospects are less than 4,000 feet deep and are set up by a well drilled
on Quicksilver acreage in 1996 that encountered numerous thin gassy coal beds
between 500 feet and 4,500 feet. The deep prospect, which is at a depth of
14,600 feet, is designed to test the Big Elk member of the Frontier Formation on
a seismically defined structural closure.
BIG HORN BASIN. The Big Horn Basin is located in northern Wyoming and
southern Montana. Several of the prospects in the Big Horn are known to contain
oil. However, the oil is a low-gravity, high-viscous crude. Due to the heavy
nature of the oil, drawdown pressures are high, resulting in early water
encroachment. Quicksilver believes that the less concentrated pressure drawdown
associated with horizontal wells would reduce early water encroachment. A
producing horizontal well on one of these prospects is currently being
evaluated; the other prospects will be developed based on the results of this
well. Other projects in the Big Horn consist of seismically defined structural
and stratigraphic traps. Quicksilver believes that some of these prospects will
yield gas and others will yield high-gravity oil.
MONTANA THRUST BELT. The Montana Thrust Belt is located in western
Montana. These prospects target fractured rocks of the Mississippian Madison
Formation, which has been over-thrust from the west by older Pre-Cambrian rocks.
The structural style is believed to be similar to the Alberta Foothills area
where the Waterton Field has reserves of over 2.3 Tcf gas. Quicksilver has five
prospects in the Thrust Belt area.
OIL AND GAS RESERVES
The following reserve quantity and future net cash flow before income
tax information for Quicksilver represents proved reserves that are located in
the United States. The reserves have been estimated by S. A. Holditch &
Associates, Inc., petroleum engineers. The determination of oil and gas reserves
is based on estimates that are highly complex and interpretive. The estimates
are subject to continuing change, as additional information becomes available.
Under the guidelines set forth by the SEC, the calculation is performed using
year-end prices held constant (unless a contract provides otherwise) and is
based on a 10 percent discount rate. Future production costs are based on
year-end costs and include production taxes. This standardized measure of
discounted future net cash flows is not necessarily representative of the market
value of Quicksilver properties.
There are numerous uncertainties inherent in estimating oil and gas
reserves and their estimated values, including many factors beyond Quicksilver's
control. The reserve data set forth in this document represents only estimates.
Although Quicksilver believes the reserve estimates contained in this document
are reasonable, reserve estimates are imprecise and are expected to change, as
additional information becomes available.
10
The following table summarizes Quicksilver's proved reserves, the
estimated future net revenues from such proved reserves and the standardized
measure of discounted future net cash flows attributable thereto at December 31,
1998.
PROVED RESERVES:
December 31, 1998 January 1, 1998
Proved reserves:
Oil (Bbl) 17,983,000 24,536,000
Natural gas (Mcf) 153,202,000 138,834,000
------------ ------------
Total (Mcfe)(2) 261,100,000 286,050,000
Estimated future net cash flows,
before income tax $275,737,000 $329,226,000
Standardized measure of discounted
future net cash flows, before income tax $160,495,000 $170,650,000
Proved developed reserves:
Oil (Bbl) 9,829,000 8,932,000
Natural gas (Mcf) 123,743,000 119,669,000
------------ ------------
Total (Mcfe)(2) 182,717,000 173,276,000
VOLUMES, SALES PRICES AND OIL AND GAS PRODUCTION EXPENSE
The following table sets forth certain information regarding the
production volumes and weighted average sales prices received for and average
production costs associated with Quicksilver's sale of oil and gas for the
periods indicated.
FOR THE YEAR ENDED DECEMBER 31, 1998
Production:
Oil (Bbl) 667,000
Natural gas (Mmcf) 15,315,000
Total (Mcfe)(2) 19,319,000
Weighted average sales price:
Oil (per Bbl) $ 9.40
Natural gas (per Mcf) $ 2.13
Production operating expense:
(per Mcfe)(1)(2) $ 0.76
(1) Includes production taxes.
(2) Mcfe. Million cubic feet equivalent, determined using ratio of six mcf of
natural gas to one barrel of crude oil, condensate or natural gas liquids.
DEVELOPMENT, EXPLORATION AND ACQUISITION CAPITAL EXPENDITURES
The following table sets forth certain information regarding the
approximate costs incurred by Quicksilver in its development and exploration
activities and purchase of producing properties.
FOR THE YEAR ENDED DECEMBER 31, 1998
Development costs $ 8,283,000
Exploration costs 1,095,000
Acquisition of producing properties 1,715,000
-----------
Total $11,093,000
------------
------------
11
PRODUCTIVE OIL AND GAS WELLS
The following table summarizes the number of productive oil and gas
wells as of December 31, 1998, attributable to Quicksilver's direct interests.
GROSS NET
----- ---
Productive Wells
Oil 367 361
Natural gas 720 242
----- ---
Total 1,087 603
----- ---
----- ---
OIL AND GAS ACREAGE
The following table sets forth the developed and undeveloped leasehold
acreage held directly by Quicksilver as of December 31, 1998. Developed acres
are acres that are spaced or assignable to productive wells. Undeveloped acres
are acres on which wells have not been drilled or completed to a point that
would permit the production of commercial quantities of oil or gas, regardless
of whether or not such acreage contains proved reserves. Gross acres are the
total number of acres in which Quicksilver has a working interest. Net acres are
the sum of Quicksilver's fractional interests owned in the gross acres. States
in which Quicksilver holds undeveloped acreage include Michigan, Montana and
Wyoming.
GROSS NET
----- ---
Developed acreage 212,800 129,000
Undeveloped acreage 314,100 181,700
------- -------
Total 526,900 310,700
------- -------
------- -------
DRILLING ACTIVITY
The following table sets forth the number of wells attributable to
Quicksilver direct interest drilled during and for the year ended December 31,
1998.
GROSS NET
----- ---
Development Wells:
Productive 42 30.4
Dry 0 0
---- ----
Total 42 30.4
---- ----
---- ----
Exploratory Wells:
Productive 9 9
Dry 1 1
---- ----
Total 10 10
---- ----
---- ----
ITEM 3. LEGAL PROCEEDINGS
The Company was not and currently is not a party to any material
pending legal proceedings.
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Stockholder's Meeting on March 3, 1999,
at which the stockholders elected the following directors: Frank Darden,
Thomas F. Darden, Glenn M. Darden, W. Yandell Rogers III, Steven M. Morris,
Mark Warner and D. Randall Kent and appointed Deloitte & Touche LLP as
accountants for Quicksilver. The Merger with MSR was approved by Quicksilver
stockholders by unanimous consent on February 3, 1999.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
COMPARATIVE MARKET DATA
Quicksilver's common stock started trading publicly on March 5, 1999,
on the American Stock Exchange under the symbol "KWK" at $7.50 per share,
approximately 10 times MSR's closing price the previous day, which is relational
to the conversion ratio.
MSR's common stock was previously traded on the American Stock
Exchange under the symbol "MSR."
The following table sets forth the quarterly high and low closing sales
prices of MSR's common stock for the periods indicated below.
MSR COMMON STOCK
HIGH LOW
-----------------------
1996
First Quarter $ 1 1/4 $ 13/16
Second Quarter 1 1/16 3/4
Third Quarter 1 3/4
Fourth Quarter 15/16 11/16
1997
First Quarter $ 1 $ 13/16
Second Quarter 1 1/8 15/16
Third Quarter 1 1/8 3/4
Fourth Quarter 1 3/8 15/16
1998
First Quarter $ 1 3/16 $ 7/8
Second Quarter 1 5/16 15/16
Third Quarter 1 1/8 3/4
Fourth Quarter 15/16 1/2
As of March 3, 1999, there were approximately 1,372 common
stockholders of record.
The Company has not paid dividends on the Common Stock and intends to
retain its cash flow from operations for the future operation and development of
its business. In addition, the Company's primary credit facility restricts
payments of dividends on its Common Stock.
13
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth, as of the dates and for the periods
indicated, selected financial information for the Company. The financial
information for the year ended December 31, 1998, has been derived from the
audited combined Consolidated Financial Statements of the Company for such
period. The information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the combined Consolidated Financial Statements and Notes thereto. The
following information is not necessarily indicative of future results for the
Company.
SELECTED FINANCIAL DATA OF QUICKSILVER
For the year ended December 31, 1998, in thousands:
COMBINED CONSOLIDATED STATEMENT OF INCOME DATA:
Revenues
Gas sales $ 32,647
Oil sales 6,276
Interest and other income 3,607
--------
Total revenues 42,530
--------
Expenses
Operating expenses 14,624
Depletion and depreciation 12,365
General and administrative 1,430
Interest 6,698
--------
Total expenses 35,117
--------
Income before income taxes and minority interest 7,413
Minority interest 758
Income tax expense (3,286)
--------
Net income $ 4,885
--------
--------
Basic weighted average number of shares
outstanding for the periods 11,511
Basic and diluted earnings per share $ 0.42
COMBINED CONSOLIDATED STATEMENT OF CASH FLOWS DATA:
Net cash provided by (used in):
Operating activities $ 16,355
Investing activities (16,097)
Financing activities (607)
OTHER COMBINED CONSOLIDATED FINANCIAL DATA:
Capital expenditures $ 16,097
EBITDA(1) 26,476
COMBINED CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents $ 294
Working capital 1,291
Total assets 144,600
Long-term debt (includes current portion) 85,039
Total stockholders' equity 32,588
14
(1) EBITDA (as used in this financial data) is calculated by adding interest,
income taxes, and depreciation, depletion and amortization to net income.
Interest includes interest expense accrued and amortization of deferred
financing costs. EBITDA is presented here not as a measure of operating results,
but rather as a measure of Quicksilver's operating performance and ability to
service debt. EBITDA should not be considered as an alternative to earnings or
operating earnings, as defined by generally accepted accounting principles, as
an indicator of the Quicksilver's financial performance, as an alternative to
cash flow, as a measure of liquidity or as being comparable to other similarly
titled measures of other companies.
SELECTED HISTORICAL FINANCIAL DATA OF QUICKSILVER PREDECESSORS
MERCURY EXPLORATION COMPANY
(Includes Quicksilver Energy, LC)
(In thousands, except for per share data)
Fiscal Years Ended
Three Months Ended September 30,
December 31, 1997 1997 1996 1995
----------------- ---- ---- ----
STATEMENTS OF OPERATIONS DATA:
Revenues ............................ $ 11,049 $ 41,328 $17,388 $ 6,703
Net income (loss) ................... 2,354 5,115 2,248 1,463
Net income (loss) per common share... 9.38 20.38 8.96 5.83
Weighted average shares outstanding.. 251 251 251 251
Cash dividends ...................... 0 0 0 0
OTHER INFORMATION:
Capital expenditures................. $ 27,750 $ 54,231 $19,779 $ 2,227
BALANCE SHEET DATA:
Working capital (deficit)............ $ (9,324) $(13,133) $ 5,813 $(4,076)
Total assets ........................ 126,506 102,880 50,186 31,272
Long-term debt ...................... 65,275 47,174 19,560 2,150
Stockholders' equity ................ 17,670 15,316 10,427 8,179
MICHIGAN GAS PARTNERS LIMITED PARTNERSHIP
YEAR ENDED DECEMBER 31,
-----------------------------
1997 1996 1995
------- ------- -------
STATEMENTS OF OPERATIONS DATA:
Revenues ..................... $ 3,021 $ 3,368 $ 1,930
Net income (loss) ............ 19 (617) (613)
OTHER INFORMATION:
Capital expenditures ......... $ 13 $ 132 $ 4,837
BALANCE SHEET DATA:
Working capital (deficit) $ 343 $ 261 $ 324
Total assets ................. 9,835 10,551 12,348
Long-term debt ............... 0 0 0
Partners' equity ............. 9,453 10,313 12,212
15
MSR EXPLORATION, LTD.
For the Period from Inception March 7, 1997, to December 31, 1997
(in thousands)
STATEMENTS OF OPERATIONS DATA:
Revenues $ 854
Net income (loss) 30
OTHER INFORMATION:
Capital expenditures $ 592
BALANCE SHEET DATA:
Working capital (deficit) $ 42
Total assets 25,963
Long-term debt 10,560
Stockholders' equity 13,070
Financial data for the years ended 1994 and 1993 are not presented because the
operations and net assets contained in the predecessor entities for these
periods is not material to the formation of Quicksilver.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- QUICKSILVER RESOURCES INC.
FORWARD-LOOKING INFORMATION
Certain statements contained in this Annual Report on Form 10-K and
other materials filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral statements or other
written statements made or to be made by the Company), other than statements of
historical fact, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may
relate to a variety of matters not currently ascertainable, such as future
capital expenditures, drilling activity, acquisitions and dispositions,
development or exploratory activities, cost savings efforts, production
activities and volumes, hydrocarbon reserves, hydrocarbon prices, hedging
activities and the results thereof, financing plans, liquidity, regulatory
matters, competition and the Company's ability to realize efficiencies related
to certain transactions or organizational changes.
Forward-looking statements generally are accompanied by words such as
"anticipate," "believe," "estimate," "expect," "intend," "plan," "project,"
"potential" or similar statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable no
assurance can be given that such expectations will prove correct. Factors that
could cause the Company's results to differ materially from the results
discussed in such forward-looking statements include certain factors discussed
elsewhere in this Annual Report on Form 10-K. All forward-looking statements are
expressly qualified in their entirety by the cautionary statements in this
section.
The following discussion and analysis should be read in conjunction
with "Selected Financial Data" and the Consolidated Financial Statements and
Notes thereto, appearing elsewhere in this annual report.
FACTORS EFFECTING FINANCIAL CONDITION AND LIQUIDITY
LIQUIDITY AND CAPITAL RESOURCES
General
The following discussion compares the Company's financial condition at
December 31, 1998, to its financial condition at December 31, 1997. During 1998,
the Company spent approximately $16.1 million on acquisition, development and
exploration activities. At December 31, 1998, the Company had $8.1 million in
cash and accounts receivable and total assets of $145 million. Long-term debt
was $85 million at December 31, 1998.
16
Prior to March 4, 1999, the stockholders of the Company approved the
Merger with MSR. Pursuant to the Merger, stockholders of MSR received
approximately 2,577,700 shares of the Company's Common Stock. As a result of
the Merger, MSR ceased to exist and all of its assets and liabilities were
transferred to the Company. The Merger was accounted for, in part, as a
pooling of interest, and therefore the financial statements for 1998 have
been combined. The merged net assets attributable to the minority
shareholders have been reported as minority interest. Such minority interest
was acquired in March 1999 and will be accounted for under the purchase
method of accounting.
The Company believes that its cash flow from operations are adequate
to meet the requirements of its business. However, future cash flows are
subject to a number of variables including the level of production and
prices, and there can be no assurance that operations and other capital
resources will provide cash in sufficient amounts to maintain planned levels
of capital expenditures.
Cash Flow
The Company's principal operating sources of cash include sales of
natural gas and crude oil and revenues from transportation and processing.
Quicksilver sells the majority of its natural gas production under long-term
pricing contracts with approximately 60 percent under ten-year contracts and
approximately 35 percent under one- to three-year contracts. As a result, the
Company experiences significant predictability to its natural gas revenues.
Commodity market prices affect cash flow for that portion of natural gas not
under contract and most of the Company's crude oil sales. Because of the recent
price weakness of oil and natural gas, the Company has set its development
and exploration budget between $10 million and $12 million in 1999. However,
1999 expenditures will be funded by internally generated cash flow and,
depending upon commodity prices, may be increased.
The Company's net cash provided by operations for the year ended
December 31, 1998, was $16.4 million. The only component of net cash provided by
operations that showed a negative variance of any magnitude was revenues from
sales of crude oil, a function of sharply lower crude oil prices.
The Company's net cash used in investing for the year ended December
31, 1998, was $16.1 million. Investing activities were comprised primarily of
additions to oil and gas properties through acquisitions and development and, to
a lesser extent, exploration and additions of field service assets. The
Company's activities have been financed through a combination of operating cash
flow and bank borrowings. The Company's net cash used by financing activities
for the year ended December 31, 1998, was $0.6 million. Sources of financing
used by the Company have been primarily borrowings under its Credit Facility.
Capital Requirements
In 1998, $16.1 million of capital was expended primarily on development
and exploration activities. The Company's exploration and development capital
budget for 1999 is expected to be between $10 million and $12 million. These
development and exploration expenditures are currently expected to be funded
entirely by internally generated cash flow. The remaining cash flow will be
available for debt repayment. Higher product prices may allow the Company to
increase its exploration and development activities or allow it to make greater
debt repayments. Any acquisitions, joint ventures or additional projects may
require greater capital expenditures, but such contingencies will be factored
into any financing activities required for any significant capital expenditures.
17
Bank Facilities
As part of the Merger of the Company with MSR on March 4, 1999, the
Company entered into a new five-year Credit Facility agreement. The then
existing debt of $73,993,000 from Quicksilver and $10,848,000 from MSR was
transferred into the new Credit Facility. The Credit Facility 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
the lesser of $200 million or the borrowing base. The Borrowing Base is
currently $85 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. The
Company can designate the interest rate on amounts outstanding at either the
London Interbank Offered Rate (LIBOR) + 1.65 percent or at bank prime. The
collateral for this loan agreement consists of substantially all of the existing
assets of the Company and any future reserves acquired. The loan agreement
contains certain restrictive covenants, which, among other things, require the
maintenance of a minimum current ratio, net worth and debt service ratio. It
also contains certain dividend restrictions.
INFLATION AND CHANGES IN PRICES
The Company's revenues and the value of its oil and gas properties have
been and will be affected by changes in natural gas and crude oil prices. The
Company's ability to maintain current borrowing capacity and to obtain
additional capital on attractive terms is also substantially dependent on
natural gas and crude oil prices. These prices are subject to significant
seasonal and other fluctuations that are beyond the Company's ability to control
or predict. During 1998, the Company received an average of $9.40 per barrel of
oil and $2.13 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 in 1998. Should conditions in the industry improve, causing
an increase in competition and a resultant relative shortage of oilfield
supplies and/or services, inflationary cost pressures may resume.
RESULTS OF OPERATIONS
Quicksilver's revenue, profitability and future rate of growth are substantially
dependent upon prevailing prices for natural gas and crude oil, which are
dependent upon numerous factors, such as economic, political and regulatory
developments as well as competition from other sources of energy. The energy
markets have historically been highly volatile, and future decreases in prices
could have a materially adverse effect on Quicksilver's financial position,
results of operations, quantities of reserves that may be economically produced
and access to capital.
Quicksilver uses the full-cost method of accounting for its investments in
properties. Under this method, all costs of exploration, development and
acquisition of oil and natural gas reserves are capitalized into separate
country-by- country "full cost pools" as incurred. Properties in each pool are
depleted and charged to operations using the unit-of-production method, based on
a ratio of current production to total proved natural gas and crude oil
reserves. To the extent that such capitalized costs (net of accumulated
depreciation, depletion and amortization), less deferred taxes, exceed the
present value (using a 10 percent discount rate) of estimated future net cash
flows from proved oil and natural gas reserves and the lower of cost or fair
value of unproved properties, such excess costs are charged to operations. If a
write-down were required, it would result in a non-cash charge to earnings but
would not have an impact on cash flows.
Due to the limited existence of the Company, comparisons of the Company's and
its predecessor's results of operations may not be meaningful. The Company's
1998 results of operations include MSR's for all of 1998. The 1997 results of
operations are from the Company's predecessors and include MSR's from inception
March 7, 1997, through December 31, 1997; Mercury Exploration Company for the
fiscal year ended September 30, 1997; and Michigan Gas Partners for the year
ended December 31, 1997. A significant portion of Mercury's assets and
associated revenue and expenses, which result primarily from contract operating
and maintenance, were not conveyed to the Company.
18
YEAR ENDED DECEMBER 31, 1998, COMPARED WITH PREDECESSOR'S 12 MONTHS ENDED
SEPTEMBER 30, 1997, AND DECEMBER 31, 1997
REVENUE. Total oil and gas revenues for the 12 months ended December 31, 1998,
were $38,923,000, an increase of 6 percent over $36,588,000 of predecessor
revenue for 1997. Gas revenues for the 1998 period were $32,647,000,
approximately 20 percent higher than 1997 predecessor gas revenues of
$27,264,000. Gas sales volumes for the 1998 period were 15,319,000 Mcf, a 29
percent increase over 11,854,000 Mcf in 1997. Average gas sale prices declined
from $2.30 per Mcf in the 1997 period to $2.13 in 1998. For 1998, approximately
84 percent of Quicksilver's product sales were natural gas. A majority of
Quicksilver's natural gas production is sold under long-term contracts with
approximately 35 percent under one- to three-year contracts and 60 percent under
10-year contracts. These contracts provide the Company with a significant amount
of predictability for its natural gas sales. Oil revenues for 1998 were
$6,276,000, a 32 percent decrease from $9,171,000 of predecessor revenues for
the same period in 1997. Crude oil production in the 1998 period was 667,000
barrels compared to 619,000 predecessor barrels, an increase of 8 percent.
Average oil sales price for 1998 was $9.40 per barrel, compared to $14.62
average price in 1997, a decrease of 36 percent.
INTEREST AND OTHER INCOME. Interest and other income for the year ended December
31, 1998, was $3,607,000, and primarily consisted of $1,632,000 from the sale of
tax credits and $1,879,000 from transportation and processing of natural gas.
MINORITY INTEREST. The minority interest in net loss of MSR for 1998 was
$758,000. This was the minority interest's 53.5 percent share of MSR's before
tax net loss of approximately $1,416,000. As described in the footnotes to the
financial statements, this minority interest relates to the portion of the
Merger with MSR that was accounted for under the purchase method of accounting.
EXPENSES. Operating expenses for the year ended December 31, 1998, were
$14,624,000, or $0.76 per Mcf equivalent, a 22 percent decrease compared to
$18,786,000 or $1.20 per Mcf equivalent of predecessor operating expenses for
the same period in 1997. Depreciation and depletion expense was $12,365,000
or approximately $0.64 per Mcf equivalent compared to $7,093,000 for 1997.
General and administrative expense was $1,430,000 or approximately $0.07 per
Mcf equivalent compared to $1,941,000 for 1997. Interest expense was
$6,698,000 compared to $5,561,000 for 1997. Quicksilver's interest rate
averaged approximately 7.4 percent.
INCOME TAX EXPENSE. Income taxes for the year ended December 31, 1998,
consisted of $950,000 due currently and deferred taxes of $2,336,000.
The effective tax rate was 40 percent.
NET INCOME. Net income for the year ended December 31, 1998, was $4,885,000
or $0.42 per share, which was approximately 11 percent of total revenues.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- MERCURY EXPLORATION COMPANY
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
Mercury's statements of income contained elsewhere in this annual report on
Form 10-K.
YEAR ENDED SEPTEMBER 30, 1997, COMPARED WITH YEAR ENDED SEPTEMBER 30, 1996
Mercury acquired the Shell Michigan properties on November 14, 1996. The results
of operations of these properties have been included in Mercury's results since
November 1, 1996. Unless otherwise indicated, the changes in operating results
were primarily the result of the acquisition of these properties.
19
REVENUES. Total oil and gas revenues for the 1997 period were $41,328,000, an
increase of 138 percent compared to $17,388,000 for the 1996 period. In 1997,
$32,714,000 of the revenues related to the sale of crude oil and natural gas,
compared to $11,771,000 for the 1996 period. Sales volumes for 1997 were
2,144,000 barrels of crude oil equivalent, sold at an average price of $15.26
per barrel, compared to 722,000 barrels of crude oil equivalent sold in the 1996
period at an average price of $16.31 per barrel. This increase in sales was
principally due to the purchase of the Shell Michigan properties. The remainder
of the revenue for 1997 of approximately $8,614,000, and $5,617,000 in 1996
resulted from contract operations, providing services such as field operations,
well supervision, well maintenance and gas marketing.
COSTS AND EXPENSES. Total costs and expenses for the 1997 period were
$24,156,000, a 69 percent increase compared to $14,265,000 for the 1996 period.
Production expenses for the 1997 period were $16,454,000 ($7.67 per barrel of
oil equivalent ("BOE"), a 38 percent increase compared to $11,907,000 ($16.49
per Boe). General and administrative expenses for 1997 were $1,784,000, a 30
percent increase compared to $1,372,000 for 1996. Depreciation and depletion for
the 1997 period was $5,918,000 ($2.67 per Boe) compared to $986,000 ($1.37 per
BOE) for 1996.
INTEREST EXPENSE. Interest expense for the nine months ended September 30, 1997,
was $5,414,000 compared to $1,620,000 for the 1996 period. Almost all of the
increase in interest expense relates to the approximately $57 million borrowed
to purchase the Shell Michigan properties.
OTHER INCOME AND EXPENSES. Excluding interest expense noted above, the remainder
of other income totals $1,738,000 for the 1997 period, a decrease of $254,000
(13 percent) from $1,992,000 for 1996. Most of the change is attributable to the
$279,000 decrease in equity in partnership income. The decrease in net income
from the partnerships was primarily due to higher operating costs.
INCOME. Income before minority interest and income taxes was $13,496,000 for the
1997 period compared to $3,495,000 for 1996. These amounts include 100 percent
of the results of operations of QELC, a 52 percent-owned subsidiary of Mercury.
The minority interest in income of subsidiaries principally applies to QELC.
EARNINGS. Net income was $5,115,000 ($20.38 per share) for the 1997 period
compared to $2,248,000 ($8.96 per share) for 1996. Most of the increase
relates to the acquisition of the Shell Michigan properties.
LIQUIDITY AND CAPITAL RESOURCES.
CASH FLOW FROM OPERATING ACTIVITIES. Mercury's net cash flow from operations for
the year ended September 30, 1997, was $15,356,000 compared to $3,951,000 for
the same period in 1996. The increase was principally attributable to the Shell
Michigan properties.
CASH FLOW FROM INVESTING ACTIVITIES. Mercury used $53,578,000 for investing
activities during the twelve months ended September 30, 1997. Of this amount,
$54,231,000 was for capital expenditures, which were principally used for the
acquisition of the Shell Michigan properties.
CASH FLOW FROM FINANCING ACTIVITIES. For the year ended September 30, 1997, cash
provided by financing activities totaled $39,794,000. Mercury borrowed
$94,323,000 and repaid $54,529,000 of debt.
On October 9, 1997, Mercury completed the acquisition of the Destec properties
in Michigan from ECT Enocene Enterprises II, Inc. The properties consist of 143
wells with combined proved reserves of approximately 30.8 Bcfe. The purchase
price was approximately $23.5 million, which was paid in cash provided primarily
by bank debt.
Effective January 1, 1998, Mercury exchanged most of its oil and gas producing
properties and most of its long-term debt for Quicksilver common shares.
20
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1997, COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 1996
REVENUES. Total oil and gas revenues for the three months ended December 31,
1997, were $11,049,000, an increase of 10 percent compared to $10,016,000 for
the 1996 period. In 1997, $9,456,000 of the revenues related to the sale of
crude oil and natural gas, compared to $8,178,000 for the 1996 period. Sales
volumes for the 1997 period were 723,800 barrels of crude oil equivalent sold at
an average price of $13.06 per barrel, compared to 529,500 barrels of oil
equivalent sold in the 1996 period at an average price of $15.45 per barrel. The
increase in crude oil and natural gas sales was primarily due to the purchase of
the Shell Michigan and the Destec properties. The remainder of the revenue
(approximately $1,593,000 for the 1997 period and $1,838,000 in 1996) was from
oil and gas contract operations, providing services such as field operations,
well supervision, well maintenance, and gas marketing.
COSTS AND EXPENSES. Total costs and expenses for the 1997 period were
$7,734,000, an increase of 28 percent over $6,039,000 for the 1996 period.
Generally, the increase in expense is the result of the acquisition of the
Destec and Shell Michigan properties. The Destec results have been included
since October 1, 1997, and Shell Michigan since November 1, 1996. Operating
expenses for the three months ended December 31, 1997, were $4,736,000 or $6.54
per barrel of oil equivalent (BOE), compared to $4,114,000, or $7.77 per barrel
of oil equivalent for the 1996 period. A portion of the improvement in cost per
unit of sales was due to economies of scale. The recent acquisitions included
mostly producing natural gas properties. Natural gas properties generally cost
less to operate on a per unit of sales basis than do oil properties.
Depletion and depreciation expense for the 1997 period was $2,466,000 ($3.41 per
BOE) compared to $1,479,000 ($2.79 per BOE) for 1996. The increase in 1997 was
due to Mercury's property acquisitions.
General and administrative expenses for the 1997 period were $532,000,
a 19 percent increase over $446,000 for the 1996 period.
OTHER INCOME (EXPENSE). Interest expense for the three months ended December 31,
1997, was $1,879,000, an increase of 39 percent over $1,353,000 for the 1996
period. The increase in interest expense primarily was due to the increase in
debt related to Mercury's property acquisitions. During the 1997 period, Mercury
received a settlement on a lawsuit in the amount of $2,781,000, which was
included in other income. The other income items for the 1997 period totaled
$652,000, down slightly compared to $750,000 for 1996.
INCOME. Income before income taxes and minority interest was $4,869,000 for the
1997 period compared to $3,374,000 in 1996. These amounts include 100 percent of
the results of operations of QELC, a 52 percent-owned subsidiary of Mercury.
The minority interest in income of subsidiary of $1,277,000 for the 1997
period and $1,422,000 for 1996 primarily applies to QELC.
Income taxes were calculated using a statutory rate of 34 percent.
EARNINGS. Net income was $2,354,000 ($9.38 per share) for the 1997 period
compared to $1,279,000 ($5.10 per share) for 1996. Most of the increase in
earnings relates to the recent property acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW FROM OPERATING ACTIVITIES. Mercury's net cash flow from operations
for the three months ended December 31, 1997, was $5,651,000.
CASH FLOW FROM INVESTING ACTIVITIES. Mercury used $27,327,000 for investing
activities during the three months ended December 31, 1997. Of this amount,
$27,750,000 was for capital expenditures, which was principally used for the
acquisition of the Destec properties.
21
CASH FLOW FROM FINANCING ACTIVITIES. For the three months ended December 31,
1997, cash provided by financing activities totaled $23,990,000. Mercury
borrowed $25,435,000 and repaid $3,533,000 of debt. Most of the borrowings were
from banks and were used principally to purchase the Destec properties.
Effective January 1, 1998, Mercury exchanged most of its oil and gas producing
properties and most of its long-term debt for Quicksilver common shares.
YEAR 2000
The Company has developed a plan (the "Year 2000 Plan") to address the
Year 2000 issue caused by computer programs and applications that utilize
two-digit date fields rather than four to designate a year. As a result,
computer equipment, software and devices with embedded technology that are
date-sensitive may be unable to recognize or may misinterpret the actual date.
This could result in a system failure or miscalculations causing disruptions of
operations.
The Company has assessed its information technology ("IT") and its
non-IT systems. The term "computer equipment and software" includes systems that
are commonly thought of as IT systems, including personal computers,
accounting/data processing and other miscellaneous systems. Quicksilver has
replaced most of the computer equipment and software it currently uses to become
Year 2000 compliant. The Company believes that all of its computer equipment and
software are currently Year 2000 compliant. Also, in the ordinary course of
replacing computer equipment and software, the Company plans to obtain
replacements that are in compliance with the Year 2000.
The non-IT systems include operational and control equipment with
embedded chip technology that is utilized in the offices and field operations.
These systems were reviewed as part of the Year 2000 plan. Most of the wells are
operated by non-computerized equipment. The affected areas were gas processing,
telemetry and safety shutdown controls. The Company believes that its
operational and control systems are currently Year 2000 compliant.
Quicksilver is also monitoring the compliance efforts of the
significant suppliers, customers and service providers with whom it does
business and whose IT and non-IT systems interface with those of the Company to
ensure that they will be Year 2000 compliant. If they are not, such failure
could affect the ability of the Company to sell its oil and gas and receive
payments therefrom and the ability of vendors to provide products and services
in support of the Company's operations. Although the Company has no reason to
believe that its vendors and customers will not be compliant by the year 2000,
the Company is unable to determine the extent to which Year 2000 issues will
effect its vendors and customers. However, management believes that ongoing
communication with and assessment of the compliance efforts of these third
parties will minimize these risks.
The discussion of the Company's efforts and management's expectations
relating to Year 2000 compliance contains forward-looking statements.
Quicksilver is continuing its analysis of the operational problems and costs
that would be reasonably likely to result from failure by the Company and
significant third parties to complete efforts necessary to achieve Year 2000
compliance on a timely basis. The Company plans to establish a contingency plan
for dealing with the most reasonably likely worst case scenario. To date, such
scenario has not been clearly identified. The Company plans to continue such
analysis and complete a plan by the third quarter of 1999.
Quicksilver presently does not expect to experience significant
operational problems due to the Year 2000 issue. However, if all Year 2000
issues are not properly and timely identified, assessed, remediated and tested,
there can be no assurance that the Year 2000 issue will not materially impact
the Company's results of operations or adversely affect its relationship with
customers, vendors or others. Additionally, there can be no assurance that the
Year 2000 issues of other entities will not have a material impact on
Quicksilver's systems or results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENTS. The audited Company's combined consolidated financial
statements as of December 31, 1998, and for the Company's predecessors, are
submitted herewith as part of this Form 10-K. See Item 14.
22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers and directors of the Company are listed
below, together with a description of their experience and certain other
information. Each of the directors was elected for a one-year term at the
Company's 1999 annual meeting of stockholders. Executive officers are appointed
by the Board of Directors.
Positions(s) Office Held Term
Name Held With Quicksilver Age Since Expires
- - ----------------- ---------------------------------- --- ----------- -------
Thomas F. Darden Chairman of the Board and Chief 45 1997 2000
Executive Officer
Glenn M. Darden President, Chief Operating Officer 43 1997 2000
and Director
Houston Kauffman Vice President Acquisitions 44 1999 2000
Howard N. Boals Vice President Finance, 55 1999 2000
Secretary and Treasurer
Frank Darden Director 71 1997 2000
Steven M. Morris Director 46 1997 2000
D. Randall Kent Director 72 1997 2000
W. Yandell Rogers Director 35 1997 2000
Mark Warner Director 35 1999 2000
The business experience of each director and officer is set forth below.
THOMAS F. DARDEN has served on the board of Quicksilver since December
1997. Previously, he served as President of Mercury. While he was President of
Mercury, Mercury developed and acquired interests in over 1,200 producing wells
in Michigan, Indiana, Kentucky, Wyoming, Montana, New Mexico and Texas. A
graduate of Tulane University with a BA in Economics in 1975, Mr. Darden had
been employed by Mercury or its parent corporation, Mercury Production Company,
for 22 years. He became a director and the President of MSR on March 7, 1997. On
January 1, 1998, he was named Chairman of the Board and Chief Executive Officer
of MSR. Mr. Darden has been director and President of Quicksilver since its
inception in December 1997 and was elected Chairman of the Board and Chief
Executive Officer on March 4, 1999.
GLENN M. DARDEN has served on the board of Quicksilver since December
1997. He also served with Mercury for 18 years, and for the last five years was
the Executive Vice President of that company. Prior to working for Mercury, Mr.
Darden worked as a geologist for Mitchell Energy Corporation. He graduated from
Tulane University in 1979 with a BA in Earth Sciences. Mr. Darden became a
director and Vice President of MSR on March 7, 1997, and was named President and
Chief Operating Officer of MSR on January 1, 1998. Mr. Darden has been a
director of Quicksilver since its inception in December 1997. He served as Vice
President of Quicksilver until he was elected President and Chief Operating
Officer on March 4, 1999.
FRANK DARDEN is a registered professional engineer and Chairman of the
Board of Mercury. He founded Mercury's parent corporation and has served as its
Chairman since 1965 and as chairman of Mercury since its founding in 1978. Mr.
Darden commenced his career in the oil and gas business with Humble Oil and
Refining Company in 1948. From 1954 through 1955, he was retained by Empresa
Colombiana de Petroleos to organize an engineering department and guide the
company's planning for the secondary recovery program in the La Cira Field in
the Magdelena Valley of Colombia. From 1956 through 1964, Mr. Darden served as
Manager of Operations for Newmont Oil Company, the energy subsidiary of Newmont
Mining Corporation, and as Executive Vice President and director of Yucca Water
Company. He was a director of MSR from March 7, 1997, until the Merger. Mr.
Darden became a director of Quicksilver upon its formation in December 1997.
23
HOUSTON KAUFFMAN is a professional landman and graduated from the
University of Texas in 1978 with a degree in petroleum land management. From
1979 to 1991, he held various staff and supervisory positions with Amoco
Production Company. After receiving his master's degree in business
administration from Houston Baptist University in 1991, he was a land manager
and ultimately land acquisition and divestment manager with CNG Producing
Company. He became manager of business development for Mercury Exploration
Company in 1995 and is now Quicksilver's manager of acquisitions, divestments
and trades. On March 4, 1999, Mr. Kauffman was elected Vice President of
Acquisitions of Quicksilver.
HOWARD N. BOALS is a certified public accountant with over 20 years
experience as a controller for publicly and privately held oil and gas
exploration and production companies. From 1992 through 1994, he was the
accounting manager for PG & E Resources Inc. of Dallas and, during the prior
five years, was controller for Sinclair Resources, Inc. Mr. Boals joined MSR as
controller in January 1995. In September 1995, he was named Vice President -
Finance and Administration. On October 30, 1997, Mr. Boals was elected to serve
as the Vice President - Finance and Administration, Secretary and Treasurer of
MSR. On March 4, 1999, he was elected to the same position with Quicksilver.
STEVEN M. MORRIS is a certified public accountant and President of
Morris & Co., a private investment firm in Houston, Texas. From 1988 to 1991, he
was Vice President of Finance for ITEX Enterprises, Inc. From 1981 to 1988, Mr.
Morris was Financial Vice President of Hanson Minerals Company, a Houston-based
oil and gas exploration company. From 1978 to 1981, he was a partner in the
certified public accounting firm of Haley & Morris. He served as Senior
Accountant with the Houston office of Arthur Young and Company from 1974 to
1977. Mr. Morris was elected a director of MSR in October 1994. Upon the Merger
between Quicksilver and MSR on March 4, 1999, Mr. Morris became a director of
Quicksilver.
D. RANDALL KENT is a retired Vice President of the General Dynamics
Corporation. He joined General Dynamics/Ft. Worth Division in 1949 and served in
various engineering management positions, including Vice President and Chief
Engineer of the F-16 Fighter Program. Following his retirement in 1991, Mr. Kent
served as a consultant to the Lockheed-Martin Corporation. He graduated from
Louisiana State University in 1947 with a BS in mechanical engineering, and from
Cornell University in 1949 with an MS in engineering. Mr. Kent was elected a
director of MSR in 1997 and, upon the Merger between MSR and Quicksilver, became
a director of Quicksilver.
W. YANDELL ROGERS III has served as Vice President and General Manager
of Ridgway's, Inc., based in Houston, Texas, since July 1997. For more than five
years prior, he served as Regional Manager for Ridgway's, the largest privately
held reprographics firm in the U.S., with more than 60 locations nationwide. He
graduated from Southern Methodist University in 1986 with a B.B.A. in finance.
Mr. Rogers was elected a director of MSR in 1997 and, upon the Merger between
Quicksilver and MSR, became a director of Quicksilver.
MARK WARNER is currently a Director of Domestic Energy Finance for
Enron Capital & Trade Resources in Houston, Texas, where he has worked since
1995. He received a Bachelor's degree in geological engineering from the
University of Missouri-Rolla in 1985 and a Master's degree in petroleum
engineering from the University of Oklahoma in 1987. From 1987 to 1989, he
was a reservoir engineer with Marathon Oil Company in Lafayette, Louisiana,
working in the offshore Gulf of Mexico. From 1989 to 1993, he served as
Manager of Petroleum Engineering for Remington Oil Company (formerly Box
Energy) in Dallas, Texas. In 1995, he received an MBA from the Edwin L. Cox
School of Business at Southern Methodist University in Dallas. Mr. Warner
currently serves as a member of the board of directors of HV Marine Services,
Inc., an integrated marine transportation company in New Orleans, Louisiana.
Mr. Warner was elected a director at Quicksilver's 1999 annual meeting.
DIRECTOR COMPENSATION
Quicksilver has not yet determined the fees to be paid to its
directors.
24
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
that Quicksilver's Chairman of the Board and Chief Executive Officer earned for
services rendered in all capacities to Quicksilver during the year ended
December 31, 1998. No other executive officer currently employed by Quicksilver
received salary and bonus in excess of $100,000 during 1998.
Summary Compensation Table
Long-Term
Compensation
------------
Awards
----------
Salary Compensation Securities
----------------------- Underlying
Name and Principal Position Salary($) Bonus($) Options(#)
- - --------------------------- --------- -------- ----------
Thomas F. Darden (1) None None 11,428
Chairman of the Board
and Chief Executive Officer
(1) Mr. Darden was granted MSR options in lieu of salary on March 7, 1997.
Mr. Darden's common stock options amount to 45 percent of the Company's
stock options outstanding.
Option Grants in Last Fiscal Year.
No stock option or appreciation rights were granted to the individuals during
1998.
The following table sets forth information concerning the year-end
number and value of unexercised options with respect to the officer named in the
two immediately preceding tables. Mr. Darden has not exercised any stock options
during 1998. The value of the unexercised in-the-month options is based on a
value of $7.50 per share of common stock, which is the trading closing price as
of March 15, 1999. Amounts reflected are based on the assumed value minus the
exercise price multiplied by the number of shares acquired on exercise.
Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options December 31, 1998
at December 31, 1998
Name Vested Unvested Vested Unvested
- - ---- ------ -------- ------ --------
Thomas F. Darden 11,428 -0- -0- -0-
Stock Option Plan
Pursuant to the Merger Agreement with MSR, the Company converted the outstanding
options of MSR into options to purchase Quicksilver common shares. During 1997,
an aggregate of 24,857 shares were granted under MSR's Plan at an exercise price
of $8.75 per share. Options are totally vested and must be exercised within five
years of the date of grant. No additional options will be granted under the
Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, with respect to the Company, certain information
as of March 16, 1999, regarding the beneficial ownership of the Company's common
stock of (i) directors, (ii) executive officers, (iii) executive officers and
directors as a group and (iv) holders of 5 percent or more of such securities.
25
SHARES BENEFICIALLY
OWNED
-------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT
- - ------------------------ ------ -------
DIRECTORS
Frank Darden (1)............................. 462,443 3.5
Glenn M. Darden (1).......................... 495,850 3.8
Thomas F. Darden (1)......................... 501,110 3.9
Steven M. Morris............................. 172,222 1.3
D. Randall Kent.............................. 3,000 0.0
W. Yandell Rogers III........................ 5,000 0.0
Mark Warner (2).............................. 0 0
EXECUTIVE OFFICERS NOT NAMED ABOVE
Houston Kauffman............................. 3,900 0.0
Howard N. Boals (3).......................... 2,500 0.0
DIRECTORS AND EXECUTIVE OFFICES AS A GROUP (4)........ 2,986,429 22.6
HOLDERS OF 5 PERCENT OR MORE NOT NAMED ABOVE
Mercury Exploration Company (5).............. 4,493,822 33.3
Quicksilver Energy LC (6).................... 3,030,861 23.5
Trust Company of the West.................... 1,340,405 10.4
Joint Energy Development Investments
Limited Partnership........................ 1,340,405 10.4
Darden Family Group (7)...................... 9,975,312 71.2
1) Does not include shares beneficially owned by Mercury Exploration Company
or Quicksilver Energy LC. See footnotes 4, 5 and 6 below. Does include with
respect to each person 110,000 shares subject to immediately exercisable
warrants. Also includes with respect to each of Thomas F. Darden and Glenn
M. Darden 11,428 shares subject to immediately exercisable options. Also
includes with respect to each of Thomas F. Darden and Glenn M. Darden
18,660 and 15,250 shares respectively, for which each is co-trustee for
family member trusts.
2) Mr. Warner was designated as director under the Stockholder agreement
dated April 9, 1998 among Quicksilver and Joint Energy Development
Investments Limited Partnership.
3) Includes 20,000 shares subject to currently exercisable options.
4) Includes 330,000 shares subject to immediately exercisable warrants and
24,857 shares subject to immediately exercisable options. Does not include
shares beneficially owned by Mercury Exploration Company.
5) Number of shares indicated includes 594,000 shares subject to immediately
exercisable warrants. Each of Frank Darden, Thomas F. Darden and Glenn M.
Darden are directors and shareholders of Mercury and share voting and
investment power with respect to the 4,493,822 shares of the Company's
Common Stock beneficially owned by Mercury. Each such person disclaims
beneficial ownership of all such shares.
6) Each of Frank Darden, Thomas F. Darden and Glenn M. Darden are partners of
Quicksilver Energy LC and share voting and investment power with respect to
the 3,030,861 shares of the Company's Common Stock beneficially owned by
Quicksilver Energy LC. Each such person disclaims beneficial ownership of
such shares.
7) The Darden Family Group includes Darden family members, Quicksilver Energy,
L.C., Mercury Exploration Company and affiliates of Mercury which presently
control 8,832,000, (68.5 percent) of the outstanding shares and
beneficially approximately 9,975,312 (71.2 percent) shares.
The address of each of Mercury Exploration Company, Quicksilver Energy LC,
Frank Darden, Glenn M. Darden, Houston Kauffman and Howard N. Boals is 1619
Pennsylvania Avenue, Fort Worth, Texas 76104. The address of Thomas F.
Darden is 720 South Otsego, Gaylord, Michigan 49735.
26
The address of Steven M. Morris is 952 Echo Lane, Suite 335, Houston, Texas
77024. The address of D. Randall Kent is 4421 Tamworth Road, Fort Worth,
Texas 76116. The address of W. Yandell Rogers III is 5711 Hillcroft,
Houston, Texas 77036. The address for Mark Warner is 1400 Smith Street,
Houston, Texas, 77002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to the Merger with MSR, Quicksilver did not have any direct
employees other than its top management and officers. Instead, Quicksilver's
businesses were managed under a management agreement entered into with Mercury
in April 1998. According to the management agreement, Mercury was responsible
for the supervision and management of Quicksilver's day-to-day operations. These
services included administrative and management activities. In addition, Mercury
acted as the operator of Quicksilver's oil and gas properties in Michigan,
Wyoming and Montana. Quicksilver paid Mercury a fee based on the number of hours
each Mercury employee spent on activities relating to Quicksilver, less overhead
expenses paid by Quicksilver under any joint operating agreements. In addition,
Quicksilver reimbursed Mercury for specified out-of-pocket expenses. For the
year ended December 31, 1998, Quicksilver had paid Mercury a total of
approximately $1.2 million under the management agreement.
Upon completion of the Merger, the existing management agreement was
terminated. Quicksilver and Mercury have entered into a new agreement, under
which Mercury will provide accounting services to the surviving corporation and
will operate its oil and natural gas properties, including the daily activities
of producing oil and/or gas from an individual wells and leases, and will
continue to provide services as an operator under existing operating agreements.
Mercury's compensation will consist of payments and overhead reimbursements to
which it or Quicksilver is entitled as operator under existing and future
operating agreements for the properties.
Mercury owns 3,899,822 (30.3 percent) shares of the Company's common
stock. Three of Mercury's principal common stock shareholders and directors --
Frank Darden, Thomas Darden and Glenn Darden -- are also directors and officers
of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's officers and directors, and persons who own more
than 10 percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10 percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during its 1998 fiscal year, all such filing requirements applicable to its
officers, directors and greater than 10 percent beneficial owners were complied
with.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
Financial Statements: Page in this Form 10-K
- - --------------------- ----------------------
INDEX TO FINANCIAL STATEMENTS
QUICKSILVER RESOURCES INC.
Independent Auditors' Report...............................................F-1
Combined Consolidated Balance Sheet December 31, 1998 and 1997.............F-2
Combined Consolidated Statement of Income for the year ended
December 31, 1998.........................................................F-3
Combined Consolidated Statement of Cash Flows for the year ended
December 31, 1998.........................................................F-4
Combined Consolidated Statement of Stockholders' Equity for the
year ended December 31, 1998..............................................F-5
Notes to Combined Consolidated Financial Statements........................F-6
27
PREDECESSOR FINANCIAL STATEMENTS
MSR EXPLORATION LTD.
Independent Auditors' Report..............................................F-17
Consolidated Balance Sheet at December 31, 1997...........................F-18
Consolidated Statement of Operations
for the period from inception March 7, 1997, to December 31, 1997.....F-19
Consolidated Statement of Stockholders' Equity
for the period from inception March 7, 1997, to December 31, 1997.....F-20
Consolidated Statement of Cash Flows
for the period from inception March 7, 1997, to December 31, 1997.....F-21
Notes to Financial Statements.............................................F-22
MERCURY EXPLORATION COMPANY
Independent Auditors' Report..............................................F-36
Consolidated Balance Sheet at September 30, 1997 and 1996.................F-37
Consolidated Statements of Income for the years ended September 30,
1997, 1996 and 1995...................................................F-38
Consolidated Statements of Stockholders' Equity for the years ended
September 30, 1997, 1996 and 1995.....................................F-40
Consolidated Statements of Cash Flows for the years ended September 30,
1997, 1996 and 1995...................................................F-41
Notes to Consolidated Financial Statements................................F-42
MERCURY EXPLORATION COMPANY -- TRANSITION REPORTS
Independent Auditors' Report..............................................F-54
Consolidated Balance Sheet at December 31, 1997...........................F-55
Consolidated Statement of Income for the three months ended
December 31, 1997.....................................................F-56
Consolidated Statement of Stockholders' Equity for the three months
ended December 31, 1997...............................................F-57
Consolidated Statement of Cash Flows for the three months
ended December 31, 1997...............................................F-58
Notes to Financial Statements.............................................F-59
MICHIGAN GAS PARTNERS LIMITED PARTNERSHIP
Independent Auditors' Report..............................................F-69
Balance Sheet at December 31, 1997 and 1996...............................F-70
Statements of Operations for the years ended December 31,
1997, 1996 and 1995...................................................F-71
Statements of Partner's Capital for the years ended December 31,
1997, 1996 and 1995...................................................F-72
Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995...................................................F-73
Notes to Financial Statements.............................................F-74
(a) Exhibits:
Exhibit Sequential
Number Description
- - ------ -----------
* 2.1 Agreement and Plan of Merger, dated September 1, 1998, among
Quicksilver Resources Inc. and MSR Exploration Ltd. is included as
Appendix A to the Proxy Statement/Prospectus included in Part I
of this Registration Statement and is incorporated herein by reference.
* 2.2 Amendment No. 1 to Agreement and Plan of Merger.
2.3 Second Amended and Restated Credit Agreement among Quicksilver
Resources Inc., as borrower, NationsBank, N.A., as administrative agent
and the financial institutions listed therein, dated March 1, 1999, and
effective March 4, 1999 (filed herewith).
28
* 4.1 Restated certificate of incorporation of Quicksilver Resources Inc.
* 4.2 Bylaws of Quicksilver Resources Inc.
* 4.3 Form of Quicksilver Resources Inc. Common Stock Certificate.
*10.2 Agreement and Plan of Reorganization and Merger, dated March 31, 1998,
by and among Quicksilver Resources Inc., Quicksilver Energy, L.C.,
Michigan Gas Partners, Limited Partnership, Mercury Exploration
Company, Trust Company of the West and Joint Energy Development
Investments Limited Partnership.
*10.3 Agreement Regarding Merger Agreement, dated April 9, 1998, by and
among Quicksilver Resources Inc., Quicksilver Energy, L.C., Michigan
Gas Partnership, Limited Partnership, Mercury Exploration Company,
Trust Company of the West and Joint Energy Development Investments
Limited Partnership.
*10.4 Registration Rights Agreement, dated April 9,1998, by and
among Quicksilver Resources Inc., Joint Energy Development
Investments Limited Partnership and Trust Company of the West.
*10.5 Stockholders Agreement, dated April 9, 1998, by and among Quicksilver
Resources, Inc., Mercury Exploration Company, Quicksilver Energy,
L.C., Frank Darden, Thomas F. Darden, Glenn M. Darden, Anne Darden
Self, Jeff Cook, Jack L. Thurber, Trust Company of the West, Joint
Energy Development Investments Limited Partnership and Mercury
Production Company.
*10.6 Amendment No. 1 to Stockholders Agreement, dated September 1, 1998,
by and among Quicksilver Resources Inc., Mercury Exploration
Company, Quicksilver Energy, L.C., Frank Darden, Thomas F. Darden,
Glenn M. Darden, Anne Darden Self, Jeff Cook, Jack L. Thurber, Trust
Company of the West, Joint Energy Development Investments Limited
Partnership and Mercury Production Company.
*10.7 Stock Transfer Agreement, dated April 9, 1998, by and between Mercury
Exploration Company and Joint Energy Development Investment Limited
Partnership.
*10.8 Amendment No. 1 to Stock Transfer Agreement, dated September 1, 1998,
by and between Mercury Exploration Company and Joint Energy Limited
Partnership.
*10.9 Amended and Restated Credit Agreement, dated April 9, 1998, by and
between Quicksilver Resources Inc. and NationsBank of Texas, N.A.
*10.10 Put/Call Agreement dated April 9, 1998, by and between Mercury
Exploration Company and Trust Company of the West.
*10.11 Amendment No. 1 to Put/Call Agreement, dated September 4, 1998, by
and between Mercury Exploration Company and Trust Company of the West.
*10.12 Management Agreement, dated April 9, 1998, by and between Mercury
Exploration Company and Quicksilver Resources Inc.
*10.13 Agreement regarding Warrants, dated September 1, 1998, by and among
Quicksilver Resources Inc., Mercury Exploration Company, Frank
Darden, Thomas F. Darden, Glenn M. Darden, Anne Darden Self, Joint
Energy Development Investment Limited Partnership and Trust Company
of the West.
*10.14 Agreement, dated September 1, 1998, by and among Quicksilver Resources
Inc., Joint Energy Development Investments Limited Partnership,
Trust Company of the West and Mercury Exploration Company.
*10.15 Management Agreement, dated September 1, 1998, by and between Mercury
Exploration Company and Quicksilver Resources Inc.
29
10.16 Wells Agreement, filed as an exhibit to the Registration Statement on
Form S-4 (File No. 333-29769) and incorporated herein by reference.
*10.17 Letter Agreement and Fee Letter from NationsBank, N.A., dated
July 17, 1998.
*10.18 Agreement Regarding Future Financing, dated April 9, 1998, by and among
Quicksilver Resources Inc., Enron Trade & Capital Resources Corp.,
Trust Company of the West and NationsBank of Texas, N.A.
*10.19 Amendment No. 2 to Put/Call Agreement dated January 8, 1999, by and
between Mercury Exploration Company and Trust Company of the West.
27. Financial Data Schedule (filed herewith)
* Filed as part of Quicksilver's Registration Statement on Form S-4
(SEC. No. 33-66709.) and incorporated herein by reference.
REPORTS ON FORM 8-K
The Company filed a Form 8-K on March 18, 1999, announcing the completion of the
Merger with and between the Company and MSR effective March 4, 1999.
30
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Quicksilver Resources Inc.
(the "Registrant")
Dated: March 30, 1999 by: /s/ Thomas F. Darden
------------------------------------
Thomas F. Darden
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- - --------- ----- ----
/s/ Thomas F. Darden Chairman of the Board, March 30, 1999
- - -------------------------------- Chief Executive Officer
Thomas F. Darden and Director
/s/ Glenn M. Darden President, March 30, 1999
- - -------------------------------- Chief Operating Officer
Glenn M. Darden and Director
/s/ Howard N. Boals Vice President - Finance March 30, 1999
- - -------------------------------- Chief Accounting Officer
Howard N. Boals
/s/ Frank Darden Director March 30, 1999
- - --------------------------------
Frank Darden
/s/ Steven M. Morris Director March 30, 1999
- - --------------------------------
Steven M. Morris
/s/ D. Randall Kent Director March 30, 1999
- - --------------------------------
D. Randall Kent
/s/ W. Yandell Rogers, III Director March 30, 1999
- - --------------------------------
W. Yandell Rogers, III
/s/ Mark Warner Director March 30, 1999
- - --------------------------------
Mark Warner
31
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Quicksilver Resources Inc.
Fort Worth, Texas
We have audited the accompanying combined consolidated balance sheets of
Quicksilver Resources Inc. (the Company) as of December 31, 1998 and 1997,
and the related combined consolidated statement of income, stockholders'
equity and cash flows for the year ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such combined consolidated financial statements present
fairly, in all material respects, the financial position of the Company as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Fort Worth, Texas
March 29, 1999
F-1
QUICKSILVER RESOURCES INC.
Combined Consolidated Balance Sheets
December 31, 1998 and 1997
In thousands, except for share and per share data
ASSETS 1998 1997
---------- ----------
CURRENT ASSETS
Cash and cash equivalents $ 294 $ 643
Accounts receivable 7,776 1,167
Inventories and other current assets 751 687
---------- ----------
Total current assets 8,821 2,497
PROPERTIES, PLANT, AND EQUIPMENT - NET ("full cost") 134,810 131,060
OTHER ASSETS 969 355
---------- ----------
$ 144,600 $ 133,912
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 67 $ 161
Accounts payable 5,772 1,362
Accrued liabilities 1,691 592
---------- ----------
Total current liabilities 7,530 2,115
LONG-TERM DEBT 84,972 84,656
UNEARNED REVENUES 1,338 2,680
DEFERRED INCOME TAXES 11,953 9,617
MINORITY INTEREST IN MSR EXPLORATION LTD. 6,219 6,992
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.01
Authorized 10,000,000 shares
Issued and outstanding - none 0 0
Common Stock, par value $0.01
Authorized 40,000,000 shares,
Issued and outstanding 11,510,800 115 115
Additional paid in capital 27,574 27,723
Retained earnings 4,899 14
---------- ----------
Total stockholders' equity 32,588 27,852
---------- ----------
$ 144,600 $ 133,912
---------- ----------
---------- ----------
The accompanying notes are an integral part of these financial statements.
F-2
QUICKSILVER RESOURCES INC.
Combined Consolidated Statement of Income
For the Year Ended December 31, 1998
In thousands, except for per share data
REVENUES
Gas sales $ 32,647
Oil sales 6,276
Interest and other income 3,607
--------
Total revenues 42,530
--------
EXPENSES
Operating expenses 14,624
Depletion and depreciation 12,365
General and administrative 1,430
Interest 6,698
--------
Total expenses 35,117
--------
Income before income taxes and minority interest 7,413
--------
Minority interest in net loss of MSR Exploration Ltd. 758
--------
Income before income taxes 8,171
--------
Income tax expense
Current 950
Deferred 2,336
--------
Total income tax expense 3,286
--------
NET INCOME $ 4,885
--------
--------
Basic and diluted earnings per share $ 0.42
--------
--------
Basic and diluted weighted average number of shares outstanding 11,511
--------
--------
The accompanying notes are an integral part of these financial statements.
F-3
QUICKSILVER RESOURCES INC.
Combined Consolidated Statement of Stockholders' Equity
For the Year Ended December 31, 1998
In thousands
Paid in
Capital Total
Common Stock In Excess Retained Stockholders'
Shares Amount Of Par Earnings Equity
-------- ------ --------- -------- -------------
Inception January 1, 1998 100 $ 1 $27,851 $ 0 $27,852
Stock dividend retroactively applied 10,211 102 (102) 0
Merger with MSR Exploration Ltd.,
shares under common control for
merger effective on March 4, 1999,
retroactively applied 1,200 12 (26) 14 0
-------- ------ --------- -------- ---------
Adjusted balance January 1, 1998 11,511 115 27,723 14 27,852
Stock registration fees (149) (149)
Net income 4,885 4,885
-------- ------ --------- -------- ---------
Balance December 31, 1998 11,511 $115 $27,574 $4,899 $32,588
-------- ------ --------- -------- ---------
-------- ------ --------- -------- ---------
The accompanying notes are an integral part of these financial statements.
F-4
QUICKSILVER RESOURCES INC
Combined Consolidated Statement of Cash Flows
For the Year Ended December 31, 1998
In thousands
OPERATING ACTIVITIES:
Net income $ 4,885
Charges and credits to net income not affecting cash
Depletion and depreciation 12,365
Deferred income taxes 2,336
Recognition of unearned revenues (1,342)
Change in minority interest in subsidiary (758)
Amortization of deferred loan costs 66
Changes in assets and liabilities
Accounts receivable (6,609)
Inventory and other assets (97)
Accounts payable 4,410
Accrued liabilities 1,099
--------
NET CASH FROM (USED FOR) OPERATING ACTIVITIES 16,355
--------
INVESTING ACTIVITIES:
Acquisition of properties and equipment (16,097)
--------
NET CASH FROM (USED FOR) INVESTING ACTIVITIES (16,097)
--------
FINANCING ACTIVITIES:
Notes payable, bank proceeds 10,493
Principal payments on long-term debt (10,271)
Deferred financing costs (680)
Stock registration fees (149)
--------
NET CASH FROM (USED FOR) FINANCIAL ACTIVITIES (607)
--------
NET INCREASE (DECREASE) IN CASH (349)
CASH AT BEGINNING OF PERIOD 643
--------
CASH AT END OF PERIOD $ 294
--------
--------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest expense $ 5,617
--------
--------
Cash payments for income taxes $ 600
--------
--------
The accompanying notes are an integral part of these financial statements.
F-5
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1998
1. BUSINESS COMBINATION
FORMATION OF QUICKSILVER
Quicksilver Resources, Inc. (the "Company" or "Quicksilver") was formed as a
Delaware Corporation in December 1997 to combine certain oil and gas
properties pursuant to a merger. On January 1, 1998, Mercery Exploration
Company ("Mercury"), Quicksilver Energy, L.C. ("QELC"), Michigan Gas Partners
Limited Partnership ("Michigan Gas Partners"), Trust Company of the West
("TCW"), Joint Energy Development Investments Limited Partnership ("JEDI"),
and Quicksilver Resources Inc. entered into an agreement and plan of
reorganization and merger to combine certain oil and gas properties owned by
Mercury, QELC, and Michigan Gas Partners by causing Michigan Gas Partners to
be merged with Quicksilver and by causing certain assets and liabilities of
Mercury and QELC to be transferred to and assumed by Quicksilver. Quicksilver
was the surviving corporation of the merger.
In exchange for the contribution of properties and debt Quicksilver issued
shares of common stock. The common stock was issued to contributing parties
based on their ownership interest in the oil and gas properties. The oil and
gas properties were evaluated based on the net present value of their
reserves. The reserves were discounted at 10 percent and reduced for any
associated debt. The conversion of debt to equity was valued at its face
value. The net values for all properties and debt were summarized and the
percentage of each contributed piece to the total was used to allocate shares
of common stock back to the shareholders.
In the business combination, the surviving corporation issued 1,340,404 (13
percent of the outstanding) shares of common stock, $.01 par value, for all
JEDI partnership interests in Michigan Gas Partners. Mercury did not receive
consideration for its partnership interests in Michigan Gas Partners.
Quicksilver issued 3,325,955 shares of common stock to Mercury in exchange
for certain Mercury oil and gas properties in Michigan and Wyoming, and
Quicksilver assumed debts related to the oil and gas properties transferred
from Mercury. Quicksilver also issued 3,030,860 shares of Quicksilver common
stock to QELC in exchange for all of QELC's oil and gas properties in
Michigan and Wyoming. In addition, Quicksilver assumed debts related to
QELC's oil and gas producing properties. Quicksilver issued 1,273,176 shares
of common stock to individuals for their interests in the assets of Mercury and
QELC to be transferred to Quicksilver in the business combination.
Quicksilver satisfied debt owed to TCW under a credit agreement dated
November 14, 1996 between TCW and QELC, by paying $17,075,000 in cash to TCW
and by issuing 1,340,404 (13 percent of the outstanding) shares of common
stock to TCW in exchange for a $10,000,000 credit on the debt.
The formation of Quicksilver was accounted for under provisions of Accounting
Principal Board Opinion Number 16 (APB 16) "Business Combinations". Under APB
16, Mercury and QELC were considered companies under common control and were
accounted for at historical cost. The merger of Michigan Gas Partners into
Quicksilver was accounted for using the purchase method with a fair value of
$10 million. The fair value of Michigan Gas Partners was based on the
conversion of the $10,000,000 of debt of TCW for 13 percent of Quicksilver's
common shares which was the same percentage issued to the partners of
Michigan Gas Partners. Michigan Gas Partners' net book value was $8,884,000
at January 1, 1998. All of the valuation adjustment was assigned to oil and
gas properties. An amount of $1,116,000 was allocated to Michigan Gas
Partners' book value of producing oil and gas properties to complete the
accounting.
MERGER OF MSR EXPLORATION LTD. WITH AND INTO QUICKSILVER
On March 4, 1999, Quicksilver completed a merger with MSR Exploration Ltd.
ABP 16, provides that exchanges or transfers of net assets between companies
under common control must be accounted for at historical cost in a manner
similar to that of pooling of interest accounting. Furthermore, APB 16
indicates that the purchase method of accounting should be used if the effect
of a transfer or exchange is to acquire all of the outstanding shares held by
minority interests. Prior to the merger Quicksilver Energy, L.C., Mercury, and
the principal stockholders of Mercury, comprised of the Darden family (the
"Mercury Group"), controlled Quicksilver though their approximate 74 percent
ownership of Quicksilver. The Mercury Group was considered to control MSR
because the Mercury Group and two other individuals affiliated with Mercury
own approximately 46.5 percent of the MSR common stock, controlled MSR's
executive committee of its board of directors, and held warrants to purchase
11 million
F-6
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
1. BUSINESS COMBINATION - CONTINUED
shares of MSR common stock. Accordingly, Quicksilver was considered the
"accounting acquiror" and transferred approximately 46.5 percent of MSR's net
assets to Quicksilver at historical cost. The remainder of MSR's net assets,
approximately 53.5 percent that relate to minority interests, will be valued and
recorded based on the purchase method of accounting in 1999. Although the
merger did not occur until 1999, MSR's financial statements have been
combined with the Company's as the entities were under common control. Also,
a minority interest has been reflected on the December 31, 1998, balance
sheet and statement of income since the merger occurred subsequent to year
end.
2. MERGERS AND ACQUISITIONS
On March 4, 1999, the Company completed the MSR merger. The merger qualified
as a tax-free exchange and was accounted for in part as a pooling of interest
for entities under common control, with the minority interest accounted for
under the purchase method. In connection with the merger, the Company issued
2,577,700 shares of its common stock in exchange for all of the outstanding
common stock of MSR Exploration Ltd. based on a conversion ratio of 1 share
(the merger exchange ratio) of the Company's common stock for ten (10) shares
of MSR common stock. MSR's outstanding common stock options and warrants were
converted into Quicksilver common stock options and warrants to purchase
approximately 58,857 shares and 1,110,000 shares, respectively. The minority
interest reflected on the Company's balance sheet and statement of income
is approximately 53.5 percent of MSR's net assets and results of operations
for the period.
The Company's financial statements have been restated for the period prior to
the business combination to include the combined financial results of the
Company and MSR. Total revenues, income (loss) before income taxes, and net
income for the year ended December 31, 1998, for the individual companies
prior to the merger are as follows in thousands:
Quicksilver MSR
Resources Exploration
Inc. Ltd. Total
----------- ----------- --------
Total revenues $38,716 $ 3,814 $42,530
Income (loss) before income taxes $ 8,829 $(1,416) $ 7,413
Net income (loss) $ 5,559 $ (674) $ 4,885
There were no significant intercompany transactions between the Company and
MSR Exploration Ltd.
3. SIGNIFICANT ACCOUNTING POLICIES
The nature of operations and other significant accounting policies are as
follows:
NATURE OF OPERATIONS
Quicksilver Resources Inc. was formed to own various oil and gas properties
in the states of Michigan and Wyoming. Substantially all of the Company's
revenue is derived from the production and sale of natural gas, crude oil,
condensate, and plant products.
ACCOUNTS RECEIVABLE
The Company's customers are large oil and natural gas purchasers. The Company
does not require collateral, and receivables are generally due in 30-60 days.
Management considers all accounts receivable current and collectible;
accordingly, no allowance for doubtful accounts has been established.
F-7
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
3. SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
MAJOR CUSTOMERS
At December 31, 1998, three purchasers accounted for approximately 21%, 19%,
and 17%, respectively, of the Company's total consolidated oil and gas sales.
The Company does not anticipate that the loss of any of its present
purchasers would adversely effect the Company's consolidated business. The
Company also believes that, in the event of a loss of a present purchaser,
other oil and gas purchasers located in the Company's areas of production
would offer competitive prices for such production.
INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out method) or
market and consist of crude oil in tanks and well equipment spares and
supplies.
PROPERTIES, PLANT, AND EQUIPMENT
The Company follows the "full cost" method of accounting for oil and gas
properties whereby all costs associated with acquiring, exploring for, and
developing oil and gas reserves are capitalized and accumulated in cost
centers established on a country-by-country basis. Such costs include land
acquisition costs, geological and geophysical expenses, carrying charges on
non-producing properties, costs of drilling both productive and
non-productive wells, and overhead charges directly related to acquisition,
exploration, and development activities.
The capitalized costs related to each cost center, including the estimated
future costs to develop proved reserves and the costs of production
equipment, are amortized using the unit-of-production method based on the
estimated net proved reserves as determined by petroleum engineers.
Investments in unproved properties are not amortized until proven reserves
associated with them can be determined or until impairment occurs. Oil and
natural gas reserves and production are converted into equivalent units based
upon estimated relative energy content.
The capitalized costs less accumulated depletion and depreciation in each
cost center are limited to an amount equal to the estimated future net
revenue from proved reserves discounted at a ten percent interest rate (based
on prices and costs at the balance sheet date) plus the lower of cost (net of
impairments) or fair market value of unproved properties.
Proceeds from the sale of oil and gas properties are applied against
capitalized costs, with no gain or loss recognized unless such a sale would
significantly alter the relationship between capitalized costs and proved
reserves of oil and gas, in which case the gain or loss is recognized in
income.
Other plant and equipment are depreciated on the straight-line basis as
follows:
Gas processing plants and gathering systems -- over fifteen to twenty
years.
Other equipment -- over ten years
Building -- over forty years
Potential impairment of producing properties and significant unproved
properties and other plant and equipment are assessed annually (unless
economic events warrant more frequent reviews). In addition, a quarterly
impairment analysis of aggregated properties is performed by the Company
using discounted future net cash flows determined based upon current prices
and costs.
F-8
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
3. SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
REVENUE RECOGNITION
The Company recognized revenue as quantities of oil and gas are sold or
volumes of gas are transported to the buyer, and utilizes the sales method of
accounting for oil and gas imbalances. The Company's net imbalance was
immaterial at December 31, 1998.
ENVIRONMENTAL COMPLIANCE AND REMEDIATION
Environmental compliance costs, including on going maintenance and
monitoring, are expensed as incurred. Environmental remediation costs, which
improve the condition of a property, are capitalized.
DEFERRED CHARGES
Financing charges related to the acquisition of debt are deferred and
amortized on a straight-line basis over the term of that debt.
JOINT VENTURE OPERATIONS
Certain of the Company's exploration and development activities relating to
oil and gas are conducted jointly with others. The accompanying financial
statements reflect only the Company's proportionate interest in such
activities.
INCOME TAXES
Income taxes provide for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
primarily related to differences between the basis of properties, plant, and
equipment for financial and income tax reporting. The deferred tax assets and
liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled.
CASH EQUIVALENTS AND TIME DEPOSITS
The Company considers all highly liquid investments purchased with a maturity
of three months or less to be cash equivalents. Investments with an original
maturity in excess of three months are considered to be time deposits.
DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, time deposits, accounts
receivable, and notes payable, accounts payable, and long-term debt. The fair
value of long-term debt is estimated at the present value of future cash flows
discounted at rates consistent with comparable maturities for credit risk.
The carrying amounts reflected in the balance sheet for financial assets
classified as current assets and the carrying amounts for financial
liabilities classified as current liabilities approximate fair value due to
the short maturity of such instruments.
ACCOUNTING 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 the disclosure
of contingent assets and liabilities at the date of the financial statements,
as well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per share"
("EPS") which established new standards for computing and presenting EPS.
SFAS No. 128 replaced the presentation of primary EPS with a presentation of
basic EPS. Basic EPS excludes dilution and is computed by dividing income
available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock. Earnings per share
amounts for 1998 have been presented to conform to the SFAS No. 128
requirements.
F-9
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
3. SIGNIFICANT ACCOUNTING POLICIES - continued
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which establishes standards for reporting comprehensive income and its
components (revenues, expenses, gains, and losses) in a full set of
general-purpose statements. It requires (a) classification of items of other
comprehensive income by their nature in a financial statement and (b) display
of the accumulated balance of other comprehensive income separate from
retained earnings and additional paid-in surplus in the equity section of the
statement of financial position. The Company adopted SFAS No. 130 on January 1,
1998. Net income and comprehensive income are the same.
SFAS 131, "Disclosures About Segments of an Enterprise and Related
Information," became effective for fiscal years beginning after December 15,
1997. This statement establishes standards for defining and reporting
business segments. The Company adopted SFAS No. 131 on January 1, 1998. As
substantially all of the Company's revenue is derived from the production and
sale of natural gas, crude oil, condensate and plant products, which are
operated as one segment, this standard did not have a significant impact on
the Company's financial statements.
The FASB has also issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" which is effective for fiscal years beginning after
June 15, 1999. This statement establishes accounting and reporting standards
for derivative instruments and for hedging activities. Management is
currently evaluating the effect of adopting SFAS No. 133 on the Company's
financial statements.
4. PROPERTIES, PLANTS, AND EQUIPMENT
Capitalized costs are shown below in thousands.
December 31, 1998 December 31, 1997
----------------- -----------------
Proved oil and gas properties $ 178,128 $ 166,843
Unproved oil and gas interests 3,584 3,216
Accumulated depletion and depreciation (53,225) (41,217)
----------- -----------
$ 128,487 $ 128,842
Other equipment 10,064 5,620
Accumulated depreciation $ (3,741) $ (3,402)
----------- -----------
$ 134,810 $ 131,060
----------- -----------
----------- -----------
5. OTHER ASSETS
Other assets, in thousands, consist of:
December 31, 1998 December 31, 1997
----------------- -----------------
Deferred loan cost $755 $118
Less accumulated amortization 91 4
---- ----
Net deferred loan costs 664 114
Environmental escrow bonds 305 241
---- ----
$969 $355
---- ----
---- ----
F-10
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
6. NOTES PAYABLE AND LONG-TERM DEBT
December 31, 1998 December 31, 1997
----------------- -----------------
Long-term debt, in thousands, consists of:
Notes payable to a bank
(7.1% at December 31, 1998) $ 84,841 $ 84,453
Various loans 198 364
---------- ----------
Less current maturities 85,039 84,817
(67) (161)
---------- ----------
$ 84,972 $ 84,656
---------- ----------
---------- ----------
Long-term debt maturities are as follows, in thousand of dollars:
Periods Ending December 31, 1998
-------------- -----------------
1998 $ 0
1999 67
2000 20
2001 20
2002 4
2003 4
Thereafter 84,924
--------
$ 85,039
--------
--------
As part of merger of the Company with MSR on March 4, 1999, the Company
entered into a new five year Credit Facility agreement. The existing debt
of $73,993,000 and $10,848,000 from Quicksilver and MSR was transferred into
the new Credit Facility. The Credit Facility 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 $200 million.
The Borrowing Base is currently $85 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. As 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. The Company can designate the
interest rate on amounts outstanding at either the London Interbank Offered
Rate (LIBOR) + 1.65% or bank prime. On March 4, 1999, the Company locked in
its interest rate at 7.38% for the next six months. The collateral for this
loan agreement consists of substantially all of the existing assets of the
Company and any future reserves acquired. The loan agreement contains
certain dividend restrictions and restrictive covenants, which, among other
things, require the maintenance of a minimum current ratio, net worth, and
debt service ratio. The Company currently is in compliance with all such
restrictions.
F-11
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
7. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities as of
December 31, 1998, and December 31, 1997, are as follows in thousands:
1998 1997
------- -------
Deferred tax assets
Tax credit sale and unearned income $ 3,811 $ 4,597
Net operating loss carryforwards 2,500 2,301
Investment tax credits - 171
------- -------
Total deferred tax assets $ 6,311 $ 7,069
Deferred tax liabilities
Properties, plant, and equipment $18,264 $16,686
------- -------
Total deferred tax liabilities $18,264 $16,686
------- -------
Net deferred tax liabilities $11,953 $ 9,617
------- -------
------- -------
No valuation allowance is required because the deferred tax assets will be
utilized by the reversal of the deferred tax liabilities. As the deferred tax
liabilities reverse and create taxable income, the tax assets will offset this
tax liability.
The provisions for income taxes for the year ended December 31, 1998, are as
follows in thousands:
United States Federal
Current $ 950
Deferred 2,336
------
$3,286
------
------
A reconciliation of the statutory federal income tax rate and the effective
tax rate for the year ended December 31, 1998, is as follows:
U.S. federal statutory tax rate 34.0%
Statutory reduction of net operating loss carryforwards 6.2%
-----
Effective income tax rate 40.2%
-----
-----
Under Internal Revenue Code Section 382, a change of ownership was deemed to
have occurred for MSR. Due to the limitations imposed by Section 382, a
portion of MSR's net operating losses could not be utilized. However,
starting in 1999, the Company has approximately $7,500,000 of net operating
loss carryforwards available from MSR to reduce future U.S. taxable income.
These U.S. net operating loss carryforwards will begin to expire in 2001.
F-12
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
8. UNEARNED REVENUES
The Quicksilver Properties include certain properties which carry IRS code
Section 29 income tax benefits. Code Section 29 allows a credit against
regular federal income tax liability for certain eligible gas production.
During 1997 these credits were conveyed through the sale of the working
interests to a bank. The agreement with the bank provided that the Company
would receive cash, payment for future production on the properties, and
payment for a portion of tax credits taken by the bank. The agreement
included a fixed payment note which provides for the Company to receive a
minimum of approximately $7 million plus interest for the future production
on the properties. A portion of the initial cash payment represented an
advance payment for the first eighteen months of tax benefits. As of December
31, 1998, and December 31, 1997, a balance of $1,338,000 and $2,680,000
respectively, in unearned revenues existed as a result of the cash
consideration received in excess of the tax benefit earned. At December 31,
1998, and December 31, 1997, $538,000 and $2,005,000 respectively, of the
unearned revenues represented advance payments on tax benefits, which will be
recognized as earned through 1999. The balance of $800,000 will remain
unearned until the tax benefits of the IRS Code Section 29 expire at December
31, 2002.
9. STOCKHOLDERS' EQUITY
The Company is authorized to issue 40 million shares of common stock with
a par value of one cent ($0.01) and 10 million shares of preferred stock with
a par value of one cent ($0.01). At December 31, 1998, the Company had
100,000 shares of common stock outstanding.
As part of the merger with MSR Exploration Ltd., the Company agreed to
exchange one share of its common stock for each 10 shares of MSR common stock.
To effect the exchange ratio, the present shareholders of the Company will be
issued an additional 10,210,800 shares in the form of a stock dividend. Upon
completion of the merger the founding shareholders will own 10,310,800 (80%) of
the shares of the Company and former MSR shareholders will own approximately
2,577,700 (20%) of the common shares of the Company. All references in the
financial statements to numbers of shares and per share amounts have been
restated to reflect the stock dividend.
The Company currently has 11,510,800 shares of common stock outstanding.
MSR's outstanding options and warrants were converted into options and
warrants to purchase Company common stock. As a result of the merger, the
Company has outstanding warrants to purchase common stock of 555,000 shares
at $12.50 per share, 555,000 shares at $20.00 per share, 28,000 shares at
$33.75 per share, and 6,0000 shares at $0.01 per share and options to
purchase 24,857 shares of common stock at $8.75 per share.
Stock Option Plan
Pursuant to the merger agreement with MSR, the Company converted the
outstanding options of MSR into options to purchase Quicksilver common
shares. During 1997, an aggregate of 24,857 shares were granted under MSR's
plan at an exercise price of $8.75 per share. Options are totally vested and
must be exercised within five years of the date of grant. No additional options
will be granted under the plan.
10. RELATED PARTY TRANSACTIONS
When the Company was formed on January 1, 1998, it entered into a Management
Agreement (the Management Agreement) for Mercury Exploration Company
(Mercury) to act as operator of the Company's oil and gas properties in
Michigan, Wyoming and Montana under a joint operating agreement. The Company
has no operating employees; Mercury performs all operations on behalf of the
Company. In its capacity as operator, Mercury pays all costs and expenses of
operations and distributes all net revenues associated with the Company's
properties. The Company reimburses Mercury for its actual cost for direct and
indirect expenses incurred by Mercury for the benefit of the Company and its
properties. The indirect expenses for which Mercury is reimbursed include
employee compensation, office rent, office supplies, and employee benefits.
During 1998, the Company paid Mercury a total of approximately $1.2 million
under the management agreement.
F-13
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
10. RELATED PARTY TRANSACTIONS - continued
Mercury generally allocated its expenses among the Company and other entities
for which Mercury's services are provided by multiplying the aggregate amount
of indirect expenses incurred by Mercury by the time that the employees of
Mercury spend on managing Quicksilver properties and dividing by the
aggregate time that the employees of Mercury spend on all the entities for
which Mercury provides similar services. Management believes the allocated
method and amounts are reasonable.
Mercury owns 3,899,822 (30.3%) shares of the Company's common stock, and
three of Mercury's directors - Frank Darden, Thomas Darden, and Glenn Darden
- - - are also directors and officers of the Company.
11. SUPPLEMENTAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)
The Company's proved oil and gas reserves at December 31, 1998, have been
estimated by S. A. Holditch & Associates, Inc. and at December 31, 1997, by
Citadel Engineering, Ltd. and Mercury in accordance with guidelines
established by the Securities and Exchange Commission ("SEC"). Accordingly,
the following reserve estimates are based upon existing economic and
operating conditions.
There are numerous uncertainties inherent in establishing quantities of
proved reserves. The following reserve data represent estimates only and
should not be construed as being exact. In addition, the present values
should not be construed as the current market value of the Company's oil and
gas properties or the cost that would be incurred to obtain equivalent
reserves.
Estimated Reserves
Changes in the estimated net quantities of crude oil and natural gas
reserves, all of which are located in the continental United States, are as
follows:
Reserve Quantities
Oil Gas
(MBbl) (MMcf)
------ -------
Proved Reserves
As of January 1, 1997 21,137 100,918
Purchase of reserves 3,646 50,701
Revisions of previous estimates 686 332
Production for 1997 (933) (13,117)
------ -------
As of January 1, 1998 24,536 138,834
Revision of estimates (5,886) -
Extensions and discoveries - 29,683
Production for 1998 (667) (15,315)
------ -------
As of December 31, 1998 17,983 153,202
------ -------
------ -------
Proved Developed Reserves
As of January 1, 1997 5,335 91,729
As of January 1, 1998 8,932 119,669
As of December 31, 1998 9,829 123,743
F-14
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
11. SUPPLEMENTAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)
- CONTINUED
Standardized Measure
The following tables present the Company's standardized measure of discounted
future net cash flows and changes therein relating to proved oil and gas
reserves and were computed using reserve valuations based on regulations
prescribed by the SEC. These regulations provide that the oil, condensate,
and gas price structure utilized to project future net cash flows reflects
current prices at each date presented and have been escalated only when known
and determinable price changes are provided by contract. Future production,
development, and net abandonment costs are based on current costs without
escalation. The resulting net future cash flows have been discounted to
their present values based on a ten percent annual discount factor for the
years ended December 31, 1998 and 1997 in thousands of dollars.
1998 1997
--------- ---------
Future cash flows $ 607,336 $ 629,499
Future production and development costs (331,599) (300,273)
Future income tax expense (55,106) (46,733)
--------- ---------
Future net cash flows 220,631 282,493
10% annual discount for estimated timing of cash flows (92,212) (134,848)
--------- ---------
Standardized measure of discounted future net cash flows $ 128,419 $ 147,645
--------- ---------
--------- ---------
Changes in Standardized Measure of Discounted Future Net Cash Flows
1998 1997
--------- ---------
Net changes in price and production costs $ 2,920 $ (5,362)
Development costs incurred 8,283 3,303
Revision of estimates (26,889) 2,908
Changes in estimated future development costs (17,340) (1,654)
Purchases of reserves 1,715 32,247
Extensions, discoveries and improved recovery, net of
future production and development costs 22,600 -
Net changes in income taxes (4,471) 13,519
Sales of oil and gas net of production costs (24,346) (28,013)
Accretion of discount 14,765 11,558
Other 3,537 (10,217)
--------- ---------
Net increase (decrease) $ (19,226) $ 18,289
--------- ---------
--------- ---------
Estimated future cash inflows are computed by applying year end prices of oil
and gas to year end quantities of proved developed reserves. Estimated
future development and production costs are determined by estimating the
expenditures to be incurred in developing and producing the proved oil and
gas reserves in future years, based on year end costs and assuming
continuation of existing economic conditions.
F-15
QUICKSILVER RESOURCES, INC.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS - continued
11. SUPPLEMENTAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) -
CONTINUED
These estimates are furnished and calculated in accordance with requirements
of the Financial Accounting Standards Board and the SEC. Because of
unpredictable variances in expenses and capital forecasts, crude oil and
natural gas price changes, and the fact that the bases for such estimates
vary significantly, management believes the usefulness of these projections
is limited. Estimates of future net cash flows do not necessarily represent
management's assessment of future profitability or future cash flow to the
Company.
Costs incurred in oil and gas property acquisition, exploration, and
development activities for the year ended December 31, 1998, in thousands:
Acquisition of properties $ 1,715
Exploration costs 1,095
Development costs 8,283
-------
Total $11,093
-------
-------
Capitalized cost for oil and gas properties at December 31, 1998 and 1997 in
thousands:
1998 1997
---- ----
Proved oil and gas properties $178,128 $166,843
Unproved oil and gas interests 3,584 3,216
Accumulated depletion and depreciation (53,225) (41,217)
-------- --------
$128,487 $128,842
-------- --------
-------- --------
Results of operations from producing activities, for the year ended December
31, 1998, in thousands:
Oil and gas sales $ 38,923
Operating expenses (14,577)
Depletion and depreciation (12,198)
--------
12,148
Income taxes (4,130)
--------
Results of operations from producing activities
(excluding corporate overhead and interest costs) $ 8,018
--------
--------
F-16
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
MSR Exploration Ltd. and Subsidiaries
Fort Worth, Texas
We have audited the accompanying consolidated balance sheet of MSR
Exploration Ltd. and subsidiaries (the Company) as of December 31, 1997, and
the related consolidated statement of operations, stockholders' equity and
cash flows for the period from inception March 7, 1997 to December 31, 1997.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31,
1997, and the results of its operations and its cash flows for the period
from inception March 7,1997 to December 31, 1997, in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Fort Worth, Texas
March 25, 1998
(December 18, 1998 as to Note 12)
MSR EXPLORATION LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1997
ASSETS
Cash and cash equivalents $ 528,000
Time deposits 59,000
Accounts receivable 507,000
Inventories 248,000
Prepaid expenses 32,000
------------
Total current assets 1,374,000
PROPERTIES, PLANT AND EQUIPMENT - NET
("full cost") 24,234,000
OTHER ASSETS 355,000
------------
$ 25,963,000
------------
------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $88,000
Accounts payable 652,000
Accrued liabilities 592,000
------------
Total current liabilities 1,332,000
------------
LONG-TERM DEBT 10,560,000
------------
DEFERRED INCOME TAXES 1,001,000
------------
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value
Authorized 50,000,000 shares, issued and
outstanding 25,777,014 258,000
Paid in capital in excess of par value 12,812,000
Foreign currency translation adjustment (30,000)
Retained earnings 30,000
------------
13,070,000
------------
$ 25,963,000
------------
------------
The accompanying notes are an integral part of
these consolidated financial statements.
F-18
MSR EXPLORATION LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the Period from Inception, March 7, 1997 to
December 31, 1997
REVENUE
Oil sales $257,000
Gas sales 570,000
Interest and other income 27,000
-------------
Total revenues 854,000
-------------
EXPENSES
Operating expenses 228,000
Production taxes 68,000
Depletion and depreciation 220,000
General and administrative 146,000
Interest 147,000
-------------
Total expenses 809,000
-------------
Income before income taxes 45,000
Income tax (expense) benefit (15,000)
-------------
Net income $30,000
-------------
-------------
Basic and diluted earnings per share $0.00
-------------
-------------
Basic weighted average number of shares
outstanding for the period 14,801,000
-------------
-------------
Diluted weighted average number of shares
outstanding for the period 14,838,000
-------------
-------------
The accompanying notes are an integral part of
these consolidated financial statements.
F-19
MSR EXPLORATION LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from Inception, March 7, 1997 to
December 31, 1997
Cumulative
Paid in Foreign Total
Capital Currency Stock-
Common Stock in Excess Translation Retained holders'
------------------------
Shares Amount of Par Adjustment Earnings Equity
------------ ----------- ------------- ------------- ------------- -------------
Inception March 7, 1997
Issuance of shares in exchange for
oil and gas properties 12,000,000 $120,000 $ 337,000 $ 0 $ 0 $ 457,000
Merger - Issuance of shares in
exchange for Old MSR shares
(Note 1) 13,777,014 138,000 12,400,000 12,538,000
Warrants payable - 60,000 warrants
issued in payment of bank
commitment fee 75,000 75,000
Translation adjustments (30,000) (30,000)
Net income
30,000 30,000
------------ ----------- ------------- ------------- ------------- -------------
Balance at December 31, 1997 25,777,014 $258,000 $ 12,812,000 $ (30,000) $ 30,000 $13,070,000
------------ ----------- ------------- ------------- ------------- -------------
------------ ----------- ------------- ------------- ------------- -------------
The accompanying notes are an integral part of
these consolidated financial statements.
F-20
MSR EXPLORATION LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period from Inception, March 7, 1997 to December 31, 1997
OPERATING ACTIVITIES
Net income $30,000
Charges and credits to net loss not affecting cash
Depletion and depreciation 220,000
Deferred income taxes 15,000
Changes in assets and liabilities
Receivables 236,000
Inventories and prepaid expenses (22,000)
Accounts payable and accrued liabilities (153,000)
---------------
NET CASH FROM (USED FOR) OPERATING ACTIVITIES 326,000
---------------
INVESTING ACTIVITIES
Property, plant and equipment expenditures (592,000)
Cash received in merger 350,000
Change in cumulative foreign currency translation (30,000)
---------------
NET CASH FROM (USED FOR) INVESTING ACTIVITIES (272,000)
---------------
FINANCING ACTIVITIES
Principal payments on long-term debt 10,575,000
Proceeds from debt borrowings (10,040,000)
Payment of financing costs (61,000)
---------------
NET CASH FROM (USED FOR) FINANCING ACTIVITIES 474,000
---------------
CASH AT END OF PERIOD $528,000
---------------
---------------
The accompanying notes are an integral part of
these consolidated financial statements.
F-21
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of MSR
Exploration Ltd. (the Company), and its wholly owned subsidiaries. The Company's
consolidated financial statements include the operations of the Company from its
inception on March 7, 1997 and Old MSR's operations since October 31,1997, the
effective date of the Merger. All significant inter-company transactions and
balances have been eliminated in consolidation.
PRINCIPAL BUSINESS ACTIVITY AND MERGER
MSR Exploration Ltd. ( "the Company"), formerly Mercury Montana, Inc., was
organized on March 7, 1997, under the laws of the State of Delaware for the
purpose of acquiring from Mercury Exploration Company (Mercury) and thereafter
exploring, developing and operating all of the Company's oil and natural gas
properties located in Montana (the "Mercury Properties"). Upon formation of the
Company, Mercury conveyed to the Company the Mercury Properties and associated
debt in exchange for a majority of the then outstanding Company common stock and
warrants to purchase additional shares of Company common stock. Certain
directors, officers and agents of Mercury also conveyed to the Company certain
contractual rights in the Mercury Properties in exchange for shares of Company
common stock and warrants. The Mercury Properties included approximately 75
crude oil producing wells which were subject to a prior production payment,
forward-sale agreement between Mercury and a third party covering a period from
October 1996 through December 1997. The agreement was the obligation of Mercury;
consequently the oil revenue and associated expenses from these properties
belonged to Mercury through December 31, 1997, and started accruing to the
Company on January 1, 1998.
On March 26, 1997, MSR Exploration Ltd., ("Old MSR") , an Alberta, Canada
corporation, entered into an agreement with the Company, then known as Mercury
Montana, Inc. and its majority shareholder at that time, Mercury, both of Fort
Worth, Texas, to combine all of the Company's oil and gas assets in Montana with
all the oil and gas assets of Old MSR by way of a merger of the Company and Old
MSR. The Company was the surviving corporation in the merger and changed its
name to MSR Exploration Ltd. after the merger was effective. The merger was
accounted for under the purchase method of accounting.
At a combined Annual, General and Special Meeting of Shareholders of the Old MSR
held on October 30, 1997, the shareholders elected directors and approved the
domestication or continuance of Old MSR from Alberta, Canada to Delaware, U.S.A.
The domestication of Old MSR into Delaware was required for the merger to become
effective. The merger was subsequently approved on October 31, 1997, by written
consent of the stockholders of Old MSR.
As part of the merger, the Company issued to Old MSR shareholders one share of
common stock of the Company for each of the 13,777,014 outstanding shares of Old
MSR common stock. Each of the 12,000,000 shares of common stock of the Company
outstanding prior to the merger remained outstanding. The combined total number
of outstanding shares is 25,777,014. All such shares are listed for trading on
the American Stock Exchange. In addition, the Company paid $4 million of Mercury
Exploration Company bank debt. Outstanding warrants to purchase 5.5 million
shares of common stock of the Company at $1.25 per share and 5.5 million shares
at $2.00 per share also remained outstanding after the merger, as did Company
stock options to purchase an aggregate of 228,570 shares of Company common stock
at $0.875 per share granted in lieu of salaries. An outstanding warrant to
purchase 280,000 shares of common stock of the Old MSR at $3.375 per share was
converted to an equivalent right to acquire shares of the Company.
Three members of Old MSR's Board of Directors, Otto J. Buis, Patrick M.
Montalban and Steven M. Morris, together with two independent directors, D.
Randall Kent and W. Yandell Rogers, III, were elected to the Board of Directors
of Old MSR at its October 30, 1997 meeting. With the completion of the merger,
Messrs. Buis, Montalban, Morris, Kent and Rogers became directors of the Company
joined by Frank Darden, Thomas F. Darden and Glenn M. Darden, the directors of
the Company prior to the merger and also directors of Mercury.
F-22
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
PRINCIPAL BUSINESS ACTIVITY AND MERGER (CONTINUED)
On October 31, 1997, the Company restructured the Old MSR's revolving credit
facility and entered into a new credit agreement with a bank. The closing of the
loan was subject to the successful completion of the Company's merger with Old
MSR. The new agreement is for a $25,000,000 senior secured revolving credit
facility with an initial borrowing base of $12,000,000, which matures in five
years.
U.S. DOLLAR REPORTING
The majority of the Company's business is transacted in U.S. dollars and,
accordingly, the consolidated financial statements are expressed in that
currency.
ACCOUNTS RECEIVABLE
The Company's customers are large oil and natural gas purchasers. The Company
does not require collateral, and receivables are generally due in 30-60 days.
Management considers all accounts receivable current and collectible;
accordingly, no allowance for doubtful accounts has been established.
MAJOR CUSTOMERS
For the period from inception March 7, 1997, to December 31, 1997, three
purchasers, Rio Vista Energy, Ltd., Montana Power Company, and J.N. Petroleum
Marketing, Inc., accounted for approximately 42%, 22% and 11%, respectively of
the Company's total consolidated oil and gas sales. The Company has a contract
with Montana Power Company which expires January 1, 2004, to sell all gas
processed through one of the company's gas plants. Gas prices are re-determined
each January during the contract term. The Company does not anticipate that the
loss of any of its present purchasers would adversely effect the Company's
consolidated business. The Company also believes that, in the event of a loss of
a present purchaser, other oil and gas purchasers located in the Company's areas
of production would offer competitive prices for such production.
INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out method) or
market and consist of crude oil in tanks and well equipment spares and supplies.
PROPERTIES, PLANT AND EQUIPMENT
The Company follows the "full cost" method of accounting for oil and gas
properties whereby all costs associated with acquiring, exploring for, and
developing oil and gas reserves are capitalized and accumulated in cost centers
established on a country-by-country basis. Such costs include land acquisition
costs, geological and geophysical expenses, carrying charges on non-producing
properties, costs of drilling both productive and non-productive wells, and
overhead charges directly related to acquisition, exploration and development
activities.
The capitalized costs related to each cost center, including the estimated
future costs to develop proved reserves and the costs of production equipment,
are amortized using the unit-of-production method based on the estimated net
proved reserves as determined by independent petroleum engineers. Investments in
unproved properties are not amortized until proven reserves associated with them
can be determined or until impairment occurs. Oil and natural gas reserves and
production are converted into equivalent units based upon estimated relative
energy content.
The capitalized costs less accumulated depletion and depreciation in each cost
center are limited to an amount equal to the estimated future net revenue from
proved reserves discounted at a ten percent interest rate (based on prices and
costs at the balance sheet date) plus the lower of cost (net of impairments) or
fair market value of unproved properties.
Proceeds from the sale of oil and gas properties are applied against capitalized
costs, with no gain or loss recognized, unless such a sale would significantly
alter the relationship between capitalized costs and proved reserves of oil and
gas, in which case the gain or loss is recognized in income.
F-23
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
PROPERTIES, PLANT AND EQUIPMENT (CONTINUED)
Other plant and equipment are depreciated on the straight-line basis as follows:
Gas processing plants and gathering systems - over eight years
Other equipment - over three to seven years
Potential impairment of producing properties and significant unproved properties
and other plant and equipment are assessed annually (unless economic events
warrant more frequent reviews). In addition, a quarterly impairment analysis of
aggregated properties is performed by the Company using discounted future net
cash flows determined based upon current prices and costs.
REVENUE RECOGNITION
The Company recognizes revenue as quantities of oil and gas sold or volumes of
gas transported, and utilizes the entitlement method of accounting for oil and
gas imbalances. Under this method, the Company recognizes revenue for its
proportionate share of volumes sold. Any over-produced amount is recorded as
deferred revenue and any under-produced amount is recorded as current revenue
and revenue receivable. The Company had no significant over or under-produced
positions as of December 31, 1997.
ENVIRONMENTAL COMPLIANCE AND REMEDIATION
Environmental compliance costs, including on going maintenance and monitoring,
are expensed as incurred. Environmental remediation costs, which improve the
condition of a property, are capitalized.
DEFERRED CHARGES
Financing charges related to the acquisition of debt are deferred and amortized
over the term of that debt using the effective interest method.
FOREIGN CURRENCY TRANSLATION
The functional currency for the Company's foreign operations is the applicable
local currency; therefore, translation is performed for balance sheet accounts
using current exchange rates in effect at the balance sheet date, and for
revenue and expense accounts using a weighted average exchange rate for the
year.
JOINT VENTURE OPERATIONS
Certain of the Company's exploration and development activities relating to oil
and gas are conducted jointly with others. The accompanying financial statements
reflect only the Company's proportionate interest in such activities.
INCOME TAXES
Income taxes provide for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the basis of properties, plant and
equipment for financial and income tax reporting. The deferred tax assets and
liabilities represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and liabilities are
recovered or settled.
EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" ("EPS")
which established new standards for computing and presenting EPS. SFAS No. 128
replaced the presentation of primary EPS with a presentation of basic EPS. Basic
EPS excludes dilution and is computed by dividing income available to common
shareholders by the weighted-average
F-24
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
EARNINGS PER SHARE (CONTINUED)
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. The diluted weighted
average number of shares outstanding includes 16,000 shares for the period
attributable to the assumed exercise of dilutive common stock options. Earnings
per share amounts for 1997 have been presented to conform to the SFAS No. 128
requirements.
CASH EQUIVALENTS AND TIME DEPOSITS
The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents. Investments with an original
maturity in excess of three months are considered to be time deposits.
STOCK-BASED COMPENSATION
Compensation expense is recorded with respect to stock option grants to
employees using the intrinsic value method prescribed by Accounting Principles
Board Opinion No. 25. The Company has not elected the fair value method of
accounting for stock-based compensation encouraged, but not required, by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation."
DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, time deposits, accounts
receivable, notes payable, accounts payable and long-term debt. The Company
estimates that the carrying amount of these items is a reasonable estimate of
their fair value.
ACCOUNTING 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 the disclosure of
contingent assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which establishes standards for reporting comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general
purpose statements. It requires (a) classification of items of other
comprehensive income by their nature in a financial statement and (b) display
of the accumulated balance of other comprehensive income separate from
retained earnings and additional paid-in surplus in the equity section of the
statement of financial position. The Company plans to adopt SFAS No. 130 for
the quarter ended March 31, 1998.
2. PRODUCTION PAYMENT / FORWARD SALE OF OIL
The Mercury Properties contributed to the Company by Mercury, upon its
inception, were subject to a production payment. Mercury and Supply Development
Group, Inc. (SDG) entered into a Production Payment Agreement in October 1996.
Pursuant to the agreement SDG was entitled to an aggregate of 320,000 barrels of
oil produced from certain properties of Mercury, including the Mercury
Properties. Mercury could satisfy this obligation by delivering to SDG proceeds
from the sale of oil produced rather than delivering the oil "in kind", unless
SDG elected to take oil "in kind". Pursuant to the Merger Agreement among the
Company, Old MSR, and Mercury dated as of March 26, 1997, as amended, Mercury
was entitled to all of the oil revenue and income attributable to the Mercury
Properties until the Production Payment Amount had been delivered to SDG;
provided that Mercury must reimburse the Company for all costs and expenses of
oil production. Mercury's obligation to SDG was satisfied on December 31, 1997.
No amounts associated with the Production Payment Agreement are reflected in the
Company's financial statements, as the Production Payment Agreement was an
obligation of Mercury.
F-25
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. PRO FORMA CONDENSED CONSOLIDATED DATA
The following pro forma condensed consolidated data for the years ended December
31, 1997 and 1996 are presented as if the merger of the Company with Old MSR had
been consummated on January 1, 1996, which includes adjustments to Old MSR. The
Company's revenue and expenses subject to a prior forward sale were excluded
from the Company's statements of operations and from this pro forma data. Oil
revenues and direct operating expenses subject to the forward sale for 1997 were
approximately $2,180,000 and $1,536,000 respectively, and for 1996 were
approximately $689,000 of revenues and $308,000 of associated expenses. For 1996
the oil revenues and associated expenses subject to the forward sale relate to
the final three months of 1996. Revenues and expenses associated with the
forward sale began to accrue to the Company on January 1, 1998.
In thousands except for per share amounts
January 1
To From Inception
1997 March 6 March 7 to
---- Predecessor December 31 Pro Forma
Historical Historical Unaudited
---------- ---------- ---------
Revenue $ 57 $ 854 $ 4,454
Expenses 31 824 4,604
------ ------ -------
Net income (loss) $ 26 $ 30 ($150)
====== ====== =======
Basic and diluted earnings (loss) per share $ 0.00 $ 0.00 ($0.01)
====== ====== =======
Weighted average number of
of shares outstanding 12,000 12,000 25,777
====== ====== =======
1996 Predecessor Pro Forma
---- Historical Unaudited
---------- ---------
Revenue $2,070 $6,446
Expenses 1,188 6,512
------ ------
Net income (loss) $ 882 ($66)
====== ======
Basic and diluted earnings (loss) per share ($0.00)
======
Weighted average number of
of shares outstanding 12,000
======
F-26
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. BANKRUPTCY
On February 2, 1992, Old MSR filed for bankruptcy protection under Chapter 11
of the U.S. Bankruptcy Code. Old MSR elected to voluntarily file for
bankruptcy primarily due to its substantial net losses and its inability to
negotiate an agreeable restructuring of indebtedness with its then primary
lender.
On September 12, 1992, Old MSR filed a plan of reorganization with the
Bankruptcy Court which was subsequently amended on December 11, 1992 and
March 2, 1993, to reflect agreements between Old MSR and its creditors. As of
December 31, 1997, the remaining amounts due to these creditors totaled
$150,500.
5. PROPERTIES PLANT AND EQUIPMENT
Capitalized costs at December 31, 1997, are shown below in thousands.
Proved oil and gas properties $ 39,930
Unproved oil and gas interests 847
Accumulated depletion and depreciation (17,917)
-----------
22,860
-----------
Gas processing plants and gathering systems 3,851
Other equipment 830
Accumulated depreciation (3,307)
-----------
1,374
-----------
$ 24,234
-----------
-----------
6. OTHER ASSETS
Other assets included deferred charges related to the acquisition of
long-term debt (amortized over the life of that debt using the effective
interest method) and restricted cash (held in a letter of credit in lieu of a
plugging and abandonment bond required by the U.S. Environmental Protection
Agency). Amounts presented in thousands.
1997
------------
Deferred loan cost $118
Less accumulated amortization (4)
-----------
Net deferred loan cost 114
Restricted cash 241
-----------
Total other assets $355
-----------
-----------
F-27
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. NOTE PAYABLE AND LONG-TERM DEBT
1997
-----------
Long-term debt, in thousands, consists of:
Note payable to a bank
(7.6% at December 31, 1997) $10,498
Various pre-petition claims at interest rates ranging
from 6% to 10%, due in monthly, quarterly and annual
installments, including interest 150
-----------
10,648
Less current maturities
(88)
-----------
$10,560
-----------
-----------
Long-term debt maturities are as follows, in thousands of dollars:
YEARS ENDING DECEMBER 31, Amount
- - ------------------------- ------------
1998 $88
1999 62
2000 None
2001 None
2002 10,498
Thereafter None
------------
$10,648
------------
------------
As part of the formation of the Company on March 7, 1997, the Company agreed
to guarantee the repayment of $4.0 million of debt owed by Mercury
Exploration Company to a bank. On October 31, 1997, the Company restructured
the Old MSR revolving credit facility and entered into a new credit agreement
with a bank. Proceeds from the new facility were used to repay the $4.0
million of debt guarantee by the Company and repay $6.0 million of debt owed
by Old MSR. The closing of the loan was subject to the successful completion
of the Company's merger with Old MSR. The new agreement is for a $25,000,000
senior secured revolving credit facility with an initial borrowing base of
$12,000,000, which matures in five years. The Company can designate the
interest rate on amounts outstanding at either the London Interbank Offered
Rate (LIBOR) + 1.75%, or bank prime plus 1%. The collateral for this loan
agreement consists of substantially all of the existing assets of the Company
and any future reserves acquired. The loan agreement contains certain
restrictive covenants, which, among other things, require the maintenance of
a minimum current ratio, net worth, debt service ratio and contains certain
dividend restrictions.
F-28
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities as of
December 31, 1997, are as follows in thousands:
1997
-----------
Deferred tax assets:
Operating loss carryforwards $2,301
Investment tax credits 171
-----------
Total deferred tax assets 2,472
Deferred tax liabilities:
Properties, plant and equipment 3,473
-----------
Total deferred tax liabilities 3,473
-----------
Net deferred tax liabilities $1,001
-----------
-----------
The income tax expense for the period from inception March 7, 1997 to
December 31, 1997 was $15,000. This amount represents a deferred provision as
no current tax provision or benefit was realized. No valuation allowance is
required because the deferred tax assets will be used up by the reversal of
the deferred tax liabilities. As the deferred tax liabilities reverse and
create taxable income, the tax assets will offset this tax liability.
The Company has U.S. net operating loss carryforwards of approximately
$6,500,000 available to reduce future U.S. taxable income subject to certain
limitations. These U.S. net operating loss carryforwards begin to expire in
2001. The Company also has Canadian expense carryforwards totaling
approximately $2,000,000 available to reduce future Canadian taxable income.
These Canadian expense carryforwards have no expiration date. Use of these
U.S. and Canadian carryforwards is dependent on future taxable income.
9. STOCKHOLDERS' EQUITY
The Company is authorized to issue 50,000,000 of common stock with a par
value of one cent ($0.01) and 10,000,000 shares of preferred stock with a par
value of one cent ($0.01). The Company currently has outstanding 25,777,014
shares of common stock, warrants to purchase additional shares of common
stock, 5,550,000 shares at $1.25 per share, 5,550,000 shares at $2.00 per
share, and options to purchase 248,570 shares of common stock at $0.875 per
share, and common stock warrants for 280,000 shares at $3.375 per share, and
60,000 shares at $0.01 per share.
As a result of the merger of Old MSR with and into the Company on October 31,
1997 pursuant to the terms of the Agreement and Plan of Merger, dated as of
March 26, 1997, as amended, among Old MSR, the Company and Mercury
Exploration Company, each outstanding share of common stock, no par value per
share, of Old MSR outstanding immediately prior to the effective time of the
Merger, was converted into the right to receive one share of common stock,
par value $0.01 per share, of the Company. In accordance with Rule 12g-3(a)
of the Securities Exchange Act of 1934, as amended, the Company has succeeded
to the obligations of Old MSR under the Exchange Act and will continue to
file reports with the Securities and Exchange Commission using the Commission
File Number (No. 1-8523) utilized by its predecessor. In connection with the
Merger, the Company changed its name from Mercury Montana, Inc. to MSR
Exploration Ltd.
F-29
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
9. STOCKHOLDERS' EQUITY (continued)
STOCK OPTION PLAN
The 1997 Stock Option Plan of the Company (the "Plan") was adopted by the
Board of Directors of the Company and approved by its shareholders and became
effective as of March 7, 1997. The Plan permits the granting of options to
purchase shares of the Company's common stock. All employees and directors of
the Company are eligible to participate in the Plan. An aggregate of 250,000
shares of the Company's common stock have been authorized and reserved for
issuance under the Plan. The Company's Board of Directors has increased the
authorized share to a total of 500,000 shares, subject to shareholder
approval. As of December 31, 1997, options to purchase an aggregate of
248,570 shares of the Company's common stock have been granted under the Plan
at an exercise price of $0.875 per share. Options are totally vested when
granted and must be exercised within five years of the date of grant. The
Company's Compensation Committee of the Board of Directors determines who
shall be granted options under the Plan and the terms thereof, and
administers the Plan. No options may be granted under the Plan after March 7,
2007.
No compensation cost has been recognized at date of grant of the stock
options because the exercise price at date of grant was equal to the fair
value of the common stock at date of grant. Had compensation cost for the
Company's stock option plan been determined based on the fair value at the
grant date for awards under the plan, the Company's net income would have
been reduced by $62,000 for the period ended December 31, 1997. The fair
value of the options were calculated in accordance with the Black-Scholes
option pricing model using an expected volatility of 26%, expected option
term of five years and a risk-free rate of return of 6%. Pro forma basic and
diluted earnings per share were $0.00.
10. RELATED PARTY TRANSACTIONS
On October 31, 1997, the Company and Mercury Exploration Company (Mercury)
have entered into a Management Agreement. Pursuant to the Agreement, Mercury
will be managing all of the operations of the Company's various oil and gas
properties and gas gathering and compression facilities located in Montana
and Texas. Mercury will also provide accounting, administrative, and advisory
services.
The Company agreed to reimburse Mercury for its costs and expenses incurred
in connection with managing such operations and pay a management fee equal to
10 percent of such costs and expenses. The term of the Management Agreement
is for two years and thereafter for successive one-year terms. At December
31, 1997 the Company owed Mercury approximately $52,000 for payment of costs
incurred on behalf of the Company . No management fee has been paid or
accrued for the period ended December 31, 1997.
Mercury owns 6,480,000 shares of the Company's common stock and three of
Mercury's directors and officers - Frank Darden, Thomas Darden, and Glenn
Darden - are also directors and officers of the Company.
F-30
MSR EXPLORATION LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
11. SUPPLEMENTAL CASH FLOW INFORMATION
For the period from inception, March 7, 1997, to December 31, 1997, in
thousands:
1997
------------
Cash paid during the year:
Interest $ 134
------------
------------
Income taxes $ 0
------------
------------
Non-cash financing activities:
Purchase of the net assets of Old MSR by issuance of
13,777,014 shares of common stock. Amount includes assets
totaling $20,034,000, including cash of $350,000, and
liabilities totaling $8,496,000, including long-term debt
of $6,114,000. $ 12,538
------------
------------
Consideration for financing costs by
issuance of common stock warrants $ 75
------------
------------
12. STATEMENTS OF REVENUE AND DIRECT OPERATING EXPENSES
For the Period Twelve Months
From January 1, Ended
to March 6, December 31,
1997 1996
----------------- ----------------
In Thousands
REVENUES
Oil sales $ 0 $1,855
Gas sales 57 215
----------------- ----------------
Total 57 2,070
----------------- ----------------
DIRECT OPERATING EXPENSES
Operating expenses 0 989
Production taxes 7 199
----------------- ----------------
Total 7 1,188
----------------- ----------------
EXCESS OF REVENUES OVER
DIRECT OPERATING EXPENSES $50 $ 882
----------------- ----------------
----------------- ----------------
F-31
12. STATEMENTS OF REVENUE AND DIRECT OPERATING EXPENSES (continued)
a. Basis of Presentation
Historical financial statements reflecting financial position, results of
operations and cash flows required by generally accepted accounting
principles are not presented for the period for January 1 to March 6, 1997,
and for the year ended December 31, 1996, as such information is neither
readily available on an individual property basis nor meaningful for the
properties included in the Merger. Accordingly, this statement of revenues
and direct operating expenses is presented in lieu of the financial
statements required under Rule 3-05 of Securities and Exchange Commission
Regulation S-X.
The accompanying statement of revenues and direct operating expenses
represent the Company's pre-Merger net ownership interest in the properties
included in the Merger and are presented on the full cost accrual basis of
accounting. Depreciation, depletion, and amortization, allocated general and
administrative expenses, interest expense, and income taxes have been
excluded because the property interests included in the Merger were from a
newly formed business, and the expenses incurred would not necessarily be
indicative of the expenses to be incurred by the Company after the Merger.
b. Forward Sale of Oil Revenues
The Mercury Properties were subject to a Production Payment Agreement entered
into in October 1996 between Mercury and a third party. The Agreement was the
obligation of Mercury and was for the period from October 1, 1996, to
December 31, 1997. The Company's oil revenues and associated operating
expenses included in the statements of revenues and direct operating expenses
do not include any amounts which were subject to the Agreement. The oil
revenues and associated expenses relating to the production payment forward
sale started accruing to the Company on January 1, 1998.
The oil revenues and associated expenses dedicated to the production payment
forward sale from October 1, 1996, through December 31, 1996 were excluded
from the Statement of Revenues and Direct Operating Expenses. Such amounts
were also excluded form the Company's statement of operations for the period
from Inception, March 7, 1997, to December 31, 1997. To provide information
about the Company for 1998 and beyond, revenues subject to the forward sales
agreement amounted to $689,000 for 1996. Direct operating expenses subject to
the sale were $308,000 for 1996.
F-32
DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES
(Unaudited)
The following information about the Company's oil and gas producing
activities has been prepared in accordance with Statement of Financial
Standards No. 69, Disclosures about Oil and Gas Producing Activities.
The Company believes that the valuation method prescribed by Statement of
Financial Standards No. 69 does not provide the best estimate of current
economic value of its oil and gas reserves as unproved reserves are not
attributed any economic value and the use of year end price assumptions and a
10% discount rate are arbitrary. The pro forma amounts for 1996 are presented
as if the Company had been in existence, owned the Mercury Properties, and
had been combined with Old MSR since January 1, 1996.
PROVED OIL AND GAS QUANTITIES
The following information summarizes the Company's estimated net quantities
of proved and proved-developed oil and gas reserves. The December 31, 1997
and 1996 end of year reserves are based on estimates of Citadel Engineering
Ltd., petroleum consultants.
Year Ended December 31, 1997 Oil Gas
(MBbl) (MMcf)
------------------ -------------------
Proved reserves
Beginning of year - pro forma
5,281 1,339
Revisions of previous estimates
686 332
Purchase of reserves in place - Old MSR
3,646 19,870
Production
(143) (322)
------------------ -------------------
End of year
9,470 21,219
------------------ -------------------
------------------ -------------------
Proved developed reserves
Beginning of year - pro forma
1,628 1,339
------------------ -------------------
------------------ -------------------
End of year
4,412 16,484
------------------ -------------------
------------------ -------------------
Year Ended December 31, 1996 - pro forma Oil Gas
(MBbl) (MMcf)
------------------ -------------------
Proved reserves
Beginning of year
5,291 1,401
Revisions of previous estimates
120 25
Production
(130) (87)
------------------ -------------------
End of year
5,281 1,339
------------------ -------------------
------------------ -------------------
Proved developed reserves
Beginning of year
1,638 1,401
------------------ -------------------
------------------ -------------------
End of year
1,628 1,339
------------------ -------------------
------------------ -------------------
F-33
DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES
(Unaudited)
The following standardized measure of discounted future net cash flows
relating to proved oil and gas reserves has been computed using year end
prices, except where contractual arrangements in place at year end provide
for future price changes and costs, in thousands.
As of December 31,
1997 1996
------------------ ------------------
Pro Forma
Future cash flows $178,672 $119,585
Future production and development costs (70,242) (71,893)
Future income tax expense (25,474) (10,200)
------------------ ------------------
82,956 37,492
10% annual discount for timing of cash flows (44,581) (20,445)
------------------ ------------------
Standardized measure of discounted cash flows $ 38,375 $ 17,047
------------------ ------------------
------------------ ------------------
The standardized measure of discounted cash flows does not include any value
relating to the Company's gathering, processing, and transmission of gas
reserves owned by other companies. The following table sets out in aggregate
the principle source of change in the standardized measure of discounted
future net cash flows for the year ended December 31, 1997, in thousands.
1997
-----------------
Sales of oil and gas produced, net of
production costs $ (531)
Net changes in price and production costs
(5,628)
Purchase of reserves in place
20,817
Revisions of previous quantity estimates
2,908
Development costs incurred during the year
62
Accretion of discount
1,705
Net change in income taxes
1,234
Other
761
-----------------
Net increase (decrease)
21,328
Balance at beginning of year - pro forma
17,047
-----------------
Balance at end of year $ 38,375
-----------------
-----------------
Costs incurred in oil and gas property acquisition, exploration and development
activities, in thousands:
Inception-
March 7,1997
to Year Ended
December 31, December 31,
1997 1996
--------------- ----------------
Property acquisition costs $19,583 $ 0
--------------- ----------------
--------------- ----------------
Exploration costs $530 $ 0
--------------- ----------------
--------------- ----------------
Development costs $ 62 $84
--------------- ----------------
--------------- ----------------
DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES (continued)
(Unaudited)
Results of operations from producing activities, in thousands:
Inception-
March 7,1997
to Year Ended
December 31, December 31,
1997 1996
-------------- --------------
Oil and gas sales $ 827 $ 2,070
Operating expenses (228) (1,054)
Production taxes (68) (199)
Depletion and depreciation (220) (273)
-------------- --------------
311 544
Income taxes (106) (185)
-------------- --------------
Results of operations from producing activities
(excluding corporate overhead and
interest costs) $ 205 $ 359
-------------- --------------
-------------- --------------
SELECTED QUATERLY FINANCIAL DATA
(Unaudited)
The following table summarizes selected quarterly financial data for the
fourth quarter ended December 31, 1997.
December 31,
1997
-----------------
In thousands
Revenue $729
-----------------
Net income (loss) $(19)
-----------------
-----------------
Basic and diluted earnings
(loss) per share Nil
-----------------
-----------------
F-35
INDEPENDENT AUDITOR'S REPORT
To the Stockholders
Mercury Exploration Company
Fort Worth, Texas
We have audited the accompanying consolidated balance sheets of Mercury
Exploration Company as of September 30, 1997 and 1996 and the related
consolidated statements of income, stockholders' equity and cash flows for
each of the three years in the period ended September 30, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Mercury
Exploration Company as of September 30, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
September 30, 1997, in conformity with generally accepted accounting
principles.
As described in Note 13, the Company has changed its accounting policy for
accounting for oil and gas properties from the successful efforts method to
the full cost method.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
October 26, 1998
F-36
MERCURY EXPLORATION COMPANY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1996
(IN THOUSANDS)
1997 1996
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 4,530 $ 2,958
Securities available for sale 30 40
Trade accounts receivable 9,226 6,494
Other accounts receivable 110 -
Inventory, at lower of average cost or market 754 887
Notes receivable - current portion 27 40
-------- ---------
Total current assets 14,677 10,419
INVESTMENT IN PARTNERSHIPS 6,937 6,200
PROPERTY AND EQUIPMENT
Oil and gas properties ("full cost")
Proven 85,665 25,979
Unproven 1,305 1,710
Land, buildings and leasehold improvements 1,579 1,174
Furniture and equipment 594 478
Transportation equipment 582 502
-------- ---------
89,725 29,843
Less accumulated depreciation and depletion 8,621 2,720
-------- ---------
81,104 27,123
OTHER ASSETS
Drilling bonds 162 274
Deposit on property acquisition - 6,170
-------- ---------
162 6,444
-------- ---------
TOTAL ASSETS $102,880 $ 50,186
-------- ---------
-------- --------
The accompanying notes are an integral part of
these financial statements.
F-37
1997 1996
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 13,534 $ 3,415
Accounts payable 6,055 4,655
Accrued liabilities 1,698 3,635
Advances payable 2,360 2,839
Royalties payable 1,984 1,483
Accounts payable - related partnerships 107 168
Income taxes payable - 37
Unearned income 2,072 -
------------ ------------
Total current liabilities 27,810 16,232
DEFERRED INCOME TAXES 6,650 3,939
LONG-TERM LIABILITIES
Long-term debt 47,174 19,560
MINORITY INTEREST IN SUBSIDIARIES 5,930 28
STOCKHOLDERS' EQUITY
Common shares, no par value,
1,000,000 shares authorized;
250,950 shares issued and outstanding 1,087 1,087
Retained earnings 14,229 9,340
------------ ------------
15,316 10,427
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $102,880 $50,186
------------ ------------
------------ ------------
The accompanying notes are an integral part of
these financial statements.
F-38
MERCURY EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
(IN THOUSANDS)
1997 1996 1995
---------- ---------- ----------
OIL AND GAS REVENUE $ 41,328 $ 17,388 $ 6,703
COSTS AND EXPENSES
Production 16,454 11,907 3,849
General and administrative expenses 1,784 1,372 1,234
Depreciation, depletion and amortization 5,918 986 349
---------- ---------- ----------
Income from operations 17,172 3,123 1,271
OTHER INCOME (EXPENSE)
Gain on sale of assets - - 5
Interest expense (5,414) (1,620) (324)
Interest income 196 200 239
Equity in partnership income 731 1,010 884
Management fee income 204 176 162
Rental income 221 189 99
Miscellaneous income (expense) 386 417 (189)
---------- ---------- ----------
Income before minority interest
and income taxes 13,496 3,495 2,147
MINORITY INTEREST IN INCOME OF SUBSIDIARIES 5,687 28 -
---------- ---------- ----------
Income before income taxes 7,809 3,467 2,147
INCOME TAXES 2,694 1,219 684
---------- ---------- ----------
NET INCOME $ 5,115 $ 2,248 $ 1,463
---------- ---------- ----------
---------- ---------- ----------
WEIGHTED AVERAGE SHARES OUTSTANDING 250,950 250,950 250,950
---------- ---------- ----------
---------- ---------- ----------
EARNINGS PER SHARE $ 20.38 $ 8.96 $ 5.83
---------- ---------- ----------
---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
F-39
MERCURY EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED
SEPTEMBER 30, 1997, 1996 AND 1995
(IN THOUSANDS)
Common Retained
Shares Earnings Total
-------- --------- ---------
BALANCE,
September 30, 1994 1,087 5,629 6,716
Net income - 1,463 1,463
-------- --------- ---------
BALANCE,
September 30, 1995 1,087 7,092 8,179
Net income - 2,248 2,248
-------- --------- ---------
BALANCE,
September 30, 1996 1,087 9,340 10,427
Distribution to shareholders - (226) (226)
Net income - 5,115 5,115
-------- --------- ---------
BALANCE,
September 30, 1997 $ 1,087 $ 14,229 $ 15,316
-------- --------- ---------
-------- --------- ---------
The accompanying notes are an integral part of these financial statements.
F-40
MERCURY EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SEPTEMBER 30, 1997, 1996 AND 1995
(IN THOUSANDS)
1997 1996 1995
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 39,687 $ 15,568 $ 7,111
Rent received 221 188 99
Interest received 196 200 239
Cash paid to suppliers and employees (19,204) (10,290) (5,002)
Interest paid (5,414) (1,620) (295)
Income tax paid (130) (95) (49)
---------- ---------- ----------
Net cash provided by operating activities 15,356 3,951 2,103
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable equity securities 14 3 9
Proceeds from sale of assets 586 560 -
Redemption of bonds 112 - 58
Repayment of advance from affiliates - 313 854
Distribution received from partnerships 1,194 1,192 225
Purchases of bonds - (71) 90
Payments received on notes receivable 12 60 (156)
Advance from affiliates (61) - (16)
Purchases of marketable equity securities (4) (14) (27)
Deposits paid on property acquisitions - (4,370) (1,800)
Investments in partnerships (1,200) - (2,838)
Capital expenditures (54,231) (19,779) (2,227)
---------- ---------- ----------
Net cash used in investing activities (53,578) (22,106) (5,828)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 89,052 17,888 5,950
Payment on advance from stockholders - - (47)
Proceeds from production loans 5,271 - -
Payments on production loans (3,199) - -
Distributions to minority interest (11) - -
Principal paid on long-term debt (51,319) (1,093) (52)
---------- ---------- ----------
Net cash provided by financing activities 39,794 16,795 5,851
---------- ---------- ----------
Net increase (decrease) in cash 1,572 (1,360) 2,126
CASH, beginning of period 2,958 4,318 2,192
---------- ---------- ----------
CASH, end of period $ 4,530 $ 2,958 $ 4,318
---------- ---------- ----------
---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
F-41
MERCURY EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
SEPTEMBER 30, 1997, 1996 AND 1995
(IN THOUSANDS)
1997 1996 1995
------- -------- --------
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 5,115 $ 2,248 $ 1,463
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and depletion 5,918 986 349
Minority interest in income 5,687 28 -
Gain on sale of assets - - (5)
Partnership income (731) (1,010) (884)
Deferred income taxes 2,710 1,114 622
Changes in operating assets and liabilities
Accounts receivable (2,732) 2,322 (731)
Inventory 134 (499) (388)
Prepaid expenses - - 2,094
Accounts payable 1,400 261 931
Accrued liabilities (1,937) 2,434 (87)
Advances payable (479) 891 (3,440)
Royalties payable 501 (4,735) 1,866
Income taxes payable (147) 10 12
Other (83) (99) 301
------- -------- --------
Net cash provided by operating activities $15,356 $ 3,951 $ 2,103
------- -------- --------
------- -------- --------
SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
During 1997, notes payables were issued in exchange for assets of
approximately $152,000.
In 1997, stockholders' equity was reduced by approximately $226,000 as a
result of transfer of property to shareholders.
The accompanying notes are an integral part of these financial statements.
F-42
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The nature of operations and significant accounting policies are as
follows:
NATURE OF OPERATIONS
Mercury Exploration Company's (the Company) operations consist
primarily of oil and gas development and production in Texas, New
Mexico, Montana, Wyoming, Michigan, Indiana, Kansas, Oklahoma,
Kentucky and North Dakota.
CONSOLIDATION POLICY
The accompanying consolidated financial statements include the
accounts of the Company, its wholly-owned subsidiary, Mercury
Michigan, Inc., Quicksilver Pipeline, L.L.C. (organized in 1996)
of which the Company owns 52%, Quicksilver Energy, L.C. (organized
in 1996) of which the Company owns 52%, and Mercury Montana, Inc.
(organized in 1997) of which the Company owns 54%. As a result of
the consolidation, intercompany transactions have been eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect 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.
FINANCIAL INSTRUMENTS
Financial instruments of the Company consist of cash, marketable
equity securities, accounts receivable, notes receivable,
investments in partnerships, accounts payable and debt. Recorded
values of cash, accounts receivable, notes receivable and accounts
payable approximate fair values due to the short maturities of the
instruments. Investments in partnerships consist of ownership
interests in privately held entities with no quoted market prices.
An estimate of fair value cannot be made without incurring
excessive costs. Investments in marketable equity securities were
determined by quoted prices. Recorded values of notes payable
approximate fair values based upon current interest rates.
INVENTORY
Inventory consists of oil and gas equipment available for use in
production.
OIL AND GAS PROPERTY AND EQUIPMENT
The Company follows the "full cost" method of accounting for oil
and gas properties whereby all costs associated with acquiring,
exploring for, and developing oil and gas reserves are capitalized
and accumulated in cost centers established on a
country-by-country basis. Such costs include land acquisition
costs, geological and geophysical expenses, carrying charges on
non-producing properties, costs of drilling both productive and
non-productive wells, and overhead charges directly related to
acquisition, exploration and development activities.
F-43
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
OIL AND GAS PROPERTY AND EQUIPMENT
The capitalized costs related to each cost center, including the
estimated future costs to develop proved reserves and the costs of
production equipment, are amortized using the unit-of-production method
based on the estimated net proved reserves as determined by independent
petroleum engineers. Investments in unproved properties are not
amortized until proven reserves associated with them can be determined
or until impairment occurs. Oil and natural gas reserves and production
are converted into equivalent units based upon estimated relative
energy content.
The capitalized costs less accumulated depletion and depreciation in
each cost center are limited to an amount equal to the estimated future
net revenue from proved reserves discounted at a ten percent interest
rate (based on prices and costs at the balance sheet date) plus the
lower of cost (net of impairments) or fair market value of unproved
properties.
Proceeds from the sale of oil and gas properties are applied against
capitalized costs, with no gain or loss recognized, unless such a sale
would significantly alter the relationship between capitalized costs
and proved reserves of oil and gas, in which case the gain or loss is
recognized in income.
OTHER PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is provided for
using the straight-line and accelerated methods. Depreciation methods
are designed to amortize the cost of assets over their estimated useful
lives. Estimated useful lives of major categories of property and
equipment are as follows:
Land, buildings and leasehold improvements 40 years
Furniture and equipment 5 - 10 years
Transportation equipment 5 years
Maintenance, repairs, renewals and betterments, which do not enhance
the value or increase the basic productive capacity of assets are
charged to expense as incurred.
INVESTMENTS IN SECURITIES
The Company has adopted Statement No. 115, ACCOUNTING FOR CERTAIN
INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued by the Financial
Accounting Standards Board. In accordance with Statement No. 115,
the Company's investments in securities are classified as follows:
TRADING SECURITIES - Investments in debt and equity securities
held principally for resale in the near term are classified as
trading securities and recorded at their fair values. Unrealized
gains and losses on trading securities are included in other
income. The Company does not, nor does it intend to, trade
investments that it owns.
SECURITIES TO BE HELD TO MATURITY - Debt securities for which the
Company has the positive intent and ability to hold to maturity
are reported at cost, adjusted for amortization of premiums and
accretion of discounts which are recognized in interest income
using the interest method over the period to maturity.
SECURITIES AVAILABLE FOR SALE - Securities available for sale
consist of its debt and equity securities not classified as
trading securities nor as securities to be held to maturity.
Unrealized holding gains and losses on securities available for sale if
material, are reported as a net amount in a separate component of
stockholders' equity until realized.
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
F-44
Gains and losses on the sale of securities available for sale are
determined using the specific identification method.
ACCOUNTS RECEIVABLE
The Company has not provided an allowance for doubtful accounts. All
receivables considered doubtful have been charged to current
operations, and it is management's opinion that no additional material
amounts are doubtful of collection.
CASH FLOW PRESENTATION
For purposes of the statement of cash flows, time deposits that mature
in three months or less, certificates of deposit and restricted cash
are considered cash and cash equivalents.
EARNINGS PER COMMON SHARE
The Company has adopted Statement No. 128, EARNINGS PER SHARE, issued
by the Financial Standards Accounting Board. Adoption of Statement
No. 128 had no effect upon 1997, 1996 or 1995 earnings per share
computations.
Basic earnings per common share was computed based on the weighted
average number of common shares outstanding for the period. Diluted
earnings per share have not been presented since the Company has no
outstanding options or warrants to purchase its common stock.
CONCENTRATION OF CREDIT RISK
The Company regularly maintains cash in bank deposit accounts, which
exceed FDIC insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant
credit risk on cash and cash equivalents.
ACCOUNTING CHANGES
The Financial Accounting Standards Board has issued the following
Statements of Financial Accounting Standards effective for fiscal years
beginning after December 15, 1997:
No. 130 - Reporting Comprehensive Income
Requires that all items are required to be recognized under
accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same
prominence as other financial statements.
No. 131 - Disclosures About Segments of an Enterprise and Related
Information
Requires disclosure of operating segments based upon information
used internally for evaluating segment performance and allocating
resources.
No. 132 - Employers' Disclosures About Pensions and other
Post-retirement Benefits
Revises employers' disclosures about pensions and other
post-retirement plans.
The Company will adopt the above standards effective January 1, 1998.
Adoption is not expected to have a significant effect upon current
financial statements.
NOTE 2. SECURITIES AVAILABLE FOR SALE
Securities available for sale consist of equity securities and are carried
at cost, which approximates market at September 30, 1997 and 1996. Market
value was determined by quoted prices.
F-45
Included in net income for the years ended September 30, 1997 and 1996 is a
$241 gain and $161 loss, respectively, from sales of marketable equity
securities. The cost of the securities sold was determined by the specific
identity method.
NOTE 3. TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable at September 30 consist of the following:
1997 1996
-------- --------
(in thousands)
Oil and gas revenue receivable $ 8,235 $ 6,188
Joint interest billings receivable 991 306
-------- --------
$ 9,226 $ 6,494
-------- --------
-------- --------
NOTE 4. INVESTMENT IN PARTNERSHIPS
Investment in partnerships is stated at cost plus the proportionate share
of invested accumulated income. The Company's investment in partnerships
consists of a 10% interest in Michigan Gas Partners, Ltd., a 6% interest in
Frederic HOF Limited Partnership, and a 50% interest in Wilderness Energy,
L.C. None of these entities individually is considered a significant
subsidiary of the Company. The following is a summary of the combined
financial position and combined results of operations of the Company's
investments in partnerships as of and for the years ended September 30:
1997 1996 1995
-------- -------- --------
(in thousands)
Current assets $ 5,127 $ 7,311 $ 8,085
Property, plant and equipment 40,102 44,392 45,916
Other assets 25 274 299
-------- -------- --------
Total assets $ 45,254 $ 51,977 $ 54,300
-------- -------- --------
-------- -------- --------
Current liabilities $ 200 $ 3,502 $ 4,358
Partnership equity 45,054 48,475 49,942
-------- -------- --------
Total liabilities and partnership equity $45,254 $51,977 $ 54,300
-------- -------- --------
-------- -------- --------
Oil and gas revenue $ 9,830 $ 9,973 $ 8,116
-------- -------- --------
-------- -------- --------
Net income $ 2,857 $ 3,840 $ 3,889
-------- -------- --------
-------- -------- --------
Company's investment $ 6,937 $ 6,200 $ 6,285
-------- -------- --------
-------- -------- --------
F-46
NOTE 5. LONG-TERM DEBT
Long-term debt at September 30 consists of the following:
1997 1996
------- -------
(in thousands)
Note payable to bank with interest at prime, due in
monthly payments of $82,750, with final payment due
on December 31, 2002, retired in 1997, secured by
investment in Wilderness Energy, L.C. and Frederic
HOF Limited Partnership. $ - $ 3,000
Notes payable to various entities, due in monthly
payments ranging from $186 to $3,895, including
interest ranging from 7% to 10.63%, secured by land,
buildings and equipment. 673 615
Note payable to bank, interest at 8.75%, unsecured, due
on October 17, 1998, retired in 1997. - 8,800
Note payable to bank, due in monthly installments of
$210,000 in 1997, including interest at 8.18%, secured
by the assets of Mercury Exploration, Inc. in Wyoming
and Montana, retired in 1997. - 10,560
Note payable to bank, due in monthly payments ranging
from $165,000 to $88,333, including interest at
7.655%, secured by producing oil and gas properties. 8,680 -
Line of credit to bank, due on January 1, 2002,
including interest at Libor + 1.125%, secured by
producing oil and gas properties. 4,900 -
Note payable to bank, due in monthly payments of
$82,750, with interest at prime + .25%, with final
payment due January 1, 2003, secured by oil and gas
producing properties 4,255 -
Note payable to bank, due in monthly payments of
$866,667, including interest at 7.59% (based on rate
swap), with final payment due on December 27, 2000,
secured by oil and gas producing properties and
investment in Quicksilver Energy, L.C. 15,200 -
Note payable to bank, due in quarterly payments
ranging from $1,400,000 to $600,000, beginning in
August 1999, including interest at 9%, with final
payment due on March 31, 2007, secured by oil and gas
producing properties and investment in Quicksilver
Energy, L.C. 27,000 -
------- -------
60,708 22,975
------- -------
Less current maturities 13,534 3,415
------- -------
$47,174 $19,560
------- -------
------- -------
F-47
NOTE 5. LONG-TERM DEBT - CONTINUED
Aggregate maturities of long-term debt are as follows:
1998 $13,534
1999 10,335
2000 7,170
2001 6,220
2002 10,353
Thereafter 13,096
-------
$60,708
-------
-------
NOTE 6. INCOME TAXES
The Company provides for deferred income taxes resulting from temporary
differences between the tax basis of assets and liabilities and their
reported amounts in the financial statements that will result in taxable or
deductible amounts in future years. Temporary differences result primarily
from intangible development costs being capitalized and amortized for
financial reporting purposes but expensed for tax reporting purposes and
different income recognition criteria for debt extinguishments. Also
included in income taxes is the portion of state taxes based on income.
The Company's income tax provision is as follows:
1997 1996 1995
------- ------- ------
(in thousands)
Current $ (16) $ 105 $ 62
Deferred 2,710 1,114 622
------- ------- ------
$ 2,694 $ 1,219 $ 684
------- ------- ------
------- ------- ------
The tax effects of net operating loss carryforwards and temporary
differences at September 30, 1997 and 1996 that give rise to significant
portions of deferred tax assets and deferred tax liabilities are as
follows:
1997 1996
------ ------
Deferred tax assets
Net operating loss carryforwards $ 539 $ 128
Tax credit carryforwards 253 322
------ ------
792 450
------ ------
Deferred tax liabilities
Property and equipment $5,458 $2,114
Long term debt 1,198 1,559
Investments 786 716
------ ------
7,442 4,389
------ ------
Total deferred taxes, net $6,650 $3,939
------ ------
------ ------
There is no material difference between the statutory tax rate and the
provision for taxes used in the accompanying financial statements.
The Company has U.S. net operating loss carryforwards of approximately
$1,600,000 available to reduce future U.S. taxable income subject to
certain limitations. These U.S. net operating loss carryforwards will
expire in 2012.
F-48
NOTE 7. PROFIT SHARING AND SAVINGS PLAN
The Company sponsors a defined contribution pension plan. All full-time
employees are eligible for participation upon completion of one year's
service. Employee contributions to the plan for the year ended September
30, 1997, 1996 and 1995 were $199,000, $162,000 and $106,000, respectively.
The Company made contributions of $200,000, $117,000 and $78,000 in 1997,
1996 and 1995, respectively.
NOTE 8. OPERATING LEASES
The Company's leasing operations consist principally of the leasing of
automobiles under operating leases that expire over the next three years.
The future minimum annual rentals on noncancellable leases in effect at
September 30, 1997, which have initial or remaining terms of more than one
year, are as follows:
1998 $ 87,000
1999 70,000
2000 17,000
Total rental expense under operating leases was $129,000, $115,000 and
$162,000 in 1997, 1996 and 1995, respectively.
NOTE 9. FUTURES CONTRACT
There were no significant realized or unrealized gains or losses on this
agreement at September 30, 1997. The Company has entered into this
agreement as a hedge against any downward movement in the commodity price
of oil through December 31, 1997. The agreement terminates at December 31,
1997. The Company has received a cash payment in advance of the deliver of
the oil at a fixed price of approximately $17.48 per barrel. The market
price for oil at September 30, 1997, was less than this price.
NOTE 10. CONTINGENCIES
The Company is a defendant in a lawsuit filed by a former employee with
potential exposure of $500,000. The Company believes the lawsuit is without
merit and is vigorously defending its position, and does not expect the
ultimate outcome to materially affect the Company's financial position.
NOTE 11. SUBSEQUENT EVENTS
The Company settled a lawsuit in December of 1997, which resulted in a gain
of approximately $2,781,000.
In October 1997, Mercury Montana, Inc. merged with MSR Exploration, Inc.
As a result of the merger, Mercury Exploration Company obtained an
approximate 25% ownership interest in MSR Exploration, Inc.
Effective January 1, 1998, Mercury transferred substantially all producing
oil and gas properties to a newly formed related company, Quicksilver
Resources Inc., in exchange for common stock in Quicksilver.
Subsequently on September 1, 1998, Quicksilver Resources Inc. entered
into a merger agreement with MSR Exploration Ltd.
NOTE 12. ACQUISITIONS
On November 14, 1996, Quicksilver Energy L.C., a 52 percent owned
subsidiary of Mercury, consummated the acquisition of certain property
interests from Shell Western Exploration & Production, Inc. (the Shell
Properties). Such interests are primarily located in Michigan and, as of
January 1, 1998, had combined proved reserves of approximately 42.5 Bcfe.
The aggregate purchase price for the interests was approximately $57.7
million, which was paid in cash principally with bank debt.
NOTE 12. ACQUISITIONS - CONTINUED
F-49
The following unaudited pro forma summary presents the consolidated results
of operations of Mercury for the years ended September 30, 1997, 1996 and
1995 as if the acquisition had occurred at the beginning of each fiscal
year.
Year Ended Year Ended Year Ended
September 30, 1997 September 30, 1996 September 30, 1995
------------------ ------------------ ------------------
(In thousands, except for per share data)
Revenues $44,599 $47,802 $26,783
Net income 5,457 10,227 5,832
Earnings per share 21.74 40.75 23.39
On October 9, 1997, Mercury consummated the acquisition of certain property
interests from ECT Enocene Enterprises II (the Destec Properties). Such
interests are primarily located in Michigan and, as of January 1, 1998, had
combined proved reserves of approximately 25.4 Bcfe. The aggregate purchase
price for the interests was approximately $23.5 million, which was paid in
cash principally with debt from Mercury's credit facility.
The following unaudited pro forma summary presents the consolidated results
of operations of Mercury for the years ended September 30, 1997 and 1996 as
if the acquisition had occurred at the beginning of each fiscal year. The
1996 pro forma amounts also give effect to the Shell Properties acquisition
discussed above.
Year Ended Year Ended
September 30, 1997 September 30, 1996
------------------ ------------------
(In thousands, except for per share data)
Revenues $51,856 $54,026
Net income 8,330 12,646
Earnings per share 33.19 50.38
NOTE 13. CHANGE IN METHOD OF ACCOUNTING FOR OIL AND GAS PROPERTIES
Pursuant to the merger agreement with MSR Exploration Ltd. dated September
1, 1998, the Company has changed its accounting policy for oil and gas
properties from the successful efforts method to the full cost method.
Accordingly, the Company's financial statements have been restated to apply
the change retroactively. The effect of the accounting change on income as
previously reported for 1997, 1996 and 1995 is:
1997 1996 1995
---- ---- ----
(In thousands)
Effect on:
Income before extraordinary
item and net income $4,219 $1,169 $ 200
Earnings per common share $16.81 $ 4.66 $0.80
Adoption of the full cost method of accounting for oil and gas properties
was mandated in the September 1998 merger agreement with MSR and is
consistent with the accounting policy of MSR previously disclosed to its
shareholders and the general public. In addition, the Company believes the
full cost method of accounting for oil and gas properties more accurately
reflects management's exploration objectives and results by including all
costs incurred in oil and gas producing activities as integral to the
acquisition, discovery and development of whatever reserves ultimately
result from its efforts as a whole.
F-50
NOTE 14. SUPPLEMENTAL OIL AND GAS RESERVE DATA (UNAUDITED)
The Company's proved oil and gas reserves at September 30, 1997, have been
estimated by the Company's petroleum engineers in accordance with
guidelines established by the Securities and Exchange Commission ("SEC").
Accordingly, the following reserve estimates are based upon existing
economic and operating conditions.
There are numerous uncertainties inherent in establishing quantities of
proved reserves. The following reserve data represent estimates only and
should not be construed as being exact. In addition, the present values
should not be construed as the current market value of the Company's oil
and gas properties or the cost that would be incurred to obtain equivalent
reserves.
Estimated Reserves
Changes in the estimated net quantities of crude oil and natural gas
reserves, all of which are located in the continental United States, are as
follows:
Reserve Quantities
Year Ended September 30,
1997 1996 1995
------ ------ ------
Proved reserves:
Crude Oil (MBbls)
Beginning of period 20,473 980 997
Revisions of previous estimates - 450 -
Purchase of reserves in place 1,436 19,608 -
Production (835) (565) (17)
------ ------ ------
End of period 21,074 20,473 980
------ ------ ------
------ ------ ------
Minority interest end of period 374 0 0
Natural Gas (MMcf):
Beginning of period 20,571 22,523 23,127
Revisions of previous estimates (881) (3,041) -
Purchase of reserves in place 66,114 2,029 -
Production (7,852) (940) (604)
------ ------ ------
End of period 77,952 20,571 22,523
------ ------ ------
------ ------ ------
Minority interest end of period 21,401 0 0
Proved developed reserves:
Crude Oil (MBbls)
Beginning of period 5,955 113 130
End of period 6,873 5,955 113
Minority interest end of period 374 0 0
Natural Gas (MMcf)
Beginning of period 18,542 19,295 19,899
End of period 69,883 18,542 19,295
Minority interest end of period 21,401 0 0
Company's proportional interest in proved
reserves of investee's accounted for by
the equity method - end of year 1,352 1,701 2,641
NOTE 14. SUPPLEMENTAL OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED
F-51
Standardized Measure
The following tables present the Company's standardized measure of
discounted future net cash flows and changes therein relating to proved oil
and gas reserves and were computed using reserve valuations based on
regulations prescribed by the SEC. These regulations provide that the oil,
condensate and gas price structure utilized to project future net cash
flows reflects current prices at each date presented and have been
escalated only when known and determinable price changes are provided by
contract. Future production, development and net abandonment costs are
based on current costs without escalation. The resulting net future cash
flows have been discounted to their present values based on a 10% annual
discount factor.
Standardized Measure (in thousands): Year Ended September 30,
1997 1996 1995
--------- --------- ---------
Future cash flows $ 457,196 $ 375,012 $ 56,067
Future production and development costs (255,999) (231,817) (30,418)
Future income tax expense (48,301) (41,985) (6,675)
--------- --------- --------
152,896 101,210 18,974
10% annual discount for timing of cash flows (70,805) (51,810) (10,556)
--------- --------- ---------
Standardized measure of discounted
cash flows $ 82,091 $ 49,400 $ 8,418
--------- --------- ---------
--------- --------- ---------
Company's share of equity method investee's
standardized measure of discounted future net
cash flows $ 1,101 $ 1,048 $ 1,189
Primary changes in standardized measure of discounted future net cash flows
(thousands of dollars):
1997 1996 1995
-------- -------- -------
Net changes in prices and production costs $ (2,176) $ (2,201) $ 2,845
Development costs incurred (1,755) (2,832) (405)
Changes in estimated future development costs
(1,654) (4,395) -
Purchases of reserves-in-place 62,355 71,115 -
Net change in income taxes (5,932) (17,531) (994)
Sales of oil and gas, net of production costs (21,923) (5,482) (2,854)
Accretion of discount 4,940 842 614
Other (1,164) 1,466 458
-------- -------- -------
$ 32,691 $ 40,982 $ (336)
-------- -------- -------
-------- -------- -------
Estimated future cash inflows are computed by applying year end prices of
oil and gas to year end quantities of proved developed reserves. Estimated
future development and production costs are determined by estimating the
expenditures to be incurred in developing and producing the proved oil and
gas reserves in future years, based on year end costs and assuming
continuation of existing economic conditions.
These estimates are furnished and calculated in accordance with
requirements of the Financial Accounting Standard Board and the SEC.
Because of unpredictable variances in expenses and capital forecasts, crude
oil and natural gas price changes, and the fact that the bases for such
estimates vary significantly, management believes the usefulness of these
projections is limited. Estimates of future net cash flows do not
necessarily represent management's assessment of future profitability or
future cash flow to Mercury.
F-52
NOTE 14. SUPPLEMENTAL OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED
Costs incurred in oil and gas property acquisition, exploration and development
activities (in thousands):
Year Ended September 30,
1997 1996 1995
------- ------- ------
Property acquisition costs $53,162 $14,631 $ 0
Exploration costs $ 3,027 $ 778 $ 550
Development costs $ 0 $ 0 $2,095
Company's share of equity method investee's
costs of property acquisition, exploration
and development $ 0 $ 120 $ 511
Results of operations from producing activities (in thousands):
Year Ended September 30,
1997 1996 1995
-------- -------- -------
Oil and gas sales $ 34,440 $ 12,169 $ 2,106
Operating expenses (17,312) (11,945) (4,321)
Production taxes (2,169) (739) (78)
Depletion and depreciation (5,361) (796) (271)
-------- -------- -------
9,598 (1,311) (2,564)
Income taxes (3,263) 0 0
-------- -------- -------
Results of operations from producing
activities (excluding corporate
overhead and internal costs) $ 6,335 $ (1,311) $(2,564)
-------- -------- -------
-------- -------- -------
Minority interest in results of
operations $ 5,667 $ 0 $ 0
-------- -------- -------
-------- -------- -------
Company's share of equity method
investee's results of operations from
producing activities $ (81) $ 85 $ 7
F-53
INDEPENDENT AUDITOR'S REPORT
To the Stockholders
Mercury Exploration Company
Fort Worth, Texas
We have audited the accompanying consolidated balance sheet of Mercury
Exploration Company as of December 31, 1997 and the related consolidated
statements of income, stockholders' equity and cash flows for the three months
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Mercury Exploration
Company as of December 31, 1997, and the results of its operations and its cash
flows for the three months then ended in conformity with generally accepted
accounting principles.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
November 30, 1998
F-54
MERCURY EXPLORATION COMPANY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
(IN THOUSANDS)
ASSETS
CURRENT ASSETS
Cash $ 6,844
Securities available for sale 27
Trade accounts receivable 9,635
Inventory, at lower of average cost or market 899
Notes receivable - current portion 81
---------
Total current assets 17,486
INVESTMENT IN MSR EXPLORATION, LTD. 119
INVESTMENT IN PARTNERSHIPS 6,556
PROPERTY AND EQUIPMENT
Oil and gas properties 109,591
Land, buildings and leasehold improvements 1,407
Furniture and equipment 683
Transportation equipment 45
---------
112,426
---------
Less accumulated depreciation and depletion 10,383
102,043
OTHER ASSETS 302
---------
TOTAL ASSETS $ 126,506
---------
---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 13,335
Accounts payable 6,744
Accrued liabilities 826
Advances payable 3,420
Royalties payable 1,631
Income taxes payable 854
---------
Total current liabilities 26,810
---------
UNEARNED 2,567
REVENUES
DEFERRED INCOME TAXES 7,070
LONG-TERM DEBT 65,275
MINORITY INTEREST IN SUBSIDIARIES 7,114
STOCKHOLDERS'S EQUITY
Capital stock, no par value
1,000,000 shares authorized;
250,950 shares issued and outstanding 1,087
Retained earnings 6,583
17,670
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 126,506
---------
---------
The accompanying notes are an integral part of
this financial statement.
F-55
MERCURY EXPLORATION COMPANY
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS)
OIL AND GAS REVENUES $11,049
COSTS AND EXPENSES
Operating expenses 4,736
Depletion and depreciation 2,466
General and administrative 532
-------
Income from operations 3,315
-------
OTHER INCOME (EXPENSE)
Interest expense (1,879)
Interest income 27
Equity in partnerships 78
Management fee income 54
Rental income 32
Miscellaneous income 461
Income from litigation settlement 2,781
-------
Income before income taxes
and minority interest 4,869
MINORITY INTEREST IN INCOME
OF SUBSIDIARY 1,277
-------
Income before income taxes 3,592
INCOME TAXES 1,238
NET INCOME $ 2,354
-------
-------
Weighted average shares outstanding 250,950
-------
-------
Earnings per share $ 9.38
-------
-------
The accompanying notes are an integral part of
this financial statement.
F-56
MERCURY EXPLORATION COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS)
COMMON SHARES RETAINED EARNINGS TOTAL
------------- ----------------- -----
BALANCE
September 30, 1997 $ 1,087 $14,229 $ 15,316
Net income 2,354 2,354
------- ------- --------
BALANCE
December 31, 1997 $ 1,087 $16,583 $ 17,670
------- ------- --------
------- ------- --------
The accompanying notes are an integral part of
this financial statement.
F-57
MERCURY EXPLORATION COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,354
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and depletion 2,466
Minority interest in undistributed subsidiary earnings 1,277
Partnership income (78)
Reduction of unearned revenues (1,593)
Deferred income taxes 273
Changes in operating assets and liabilities
Accounts receivable (7)
Inventory (223)
Accounts payable 575
Accrued liabilities (859)
Advances payable 1,060
Royalties payable (353)
Income taxes payable 964
Other (205)
--------
Net cash provided by operating activities 5,651
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (27,750)
Proceeds from sale of marketable equity securities 4
Proceeds from bond maturities 65
Distribution received from partnerships 458
Advances on notes receivable (15)
Investments in common stock not held for resale (119)
--------
Net cash used in investing activities (27,327)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 25,435
Receipt of unearned revenues 2,088
Principal paid on long-term debt (3,533)
--------
Net cash provided by financing activities 23,990
--------
Net increase (decrease) in cash 2,314
CASH, beginning of period 4,530
--------
CASH, end of period $ 6,844
--------
--------
The accompanying notes are an integral part of
this financial statement.
F-58
MERCURY EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The nature of operations and significant accounting policies are as
follows:
NATURE OF OPERATIONS
Mercury Exploration Company's (the Company) operations consist
primarily of oil and gas development and production in Texas, New
Mexico, Wyoming, Michigan, Indiana, Kansas, Oklahoma, Kentucky and
North Dakota.
CONSOLIDATION POLICY
The accompanying consolidated financial statements include the accounts
of the Company, its wholly-owned subsidiary, Mercury Michigan, Inc.,
Quicksilver Pipeline, L.L.C. (organized in 1996) of which the Company
owns 52%, and Quicksilver Energy, L.C. (organized in 1996) of which the
Company owns 52%. As a result of the consolidation, intercompany
transactions have been eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect 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.
FINANCIAL INSTRUMENTS
Financial instruments of the Company consist of cash, marketable equity
securities, accounts receivable, notes receivable, investments in
partnerships, accounts payable and debt. Recorded values of cash,
accounts receivable, notes receivable and accounts payable approximate
fair values due to the short maturities of the instruments. Investments
in partnerships consist of ownership interests in privately held
entities with no quoted market prices. An estimate of fair value cannot
be made without incurring excessive costs. Investments in marketable
equity securities were determined by quoted prices. Recorded values of
notes payable approximate fair values based upon current interest
rates.
INVENTORY
Inventory consists of oil and gas equipment available for use in
production.
OIL AND GAS PROPERTY AND EQUIPMENT
The Company follows the "full cost" method of accounting for oil and
gas properties whereby all costs associated with acquiring, exploring
for and developing oil and gas reserves are capitalized and accumulated
in cost centers established on a country-by-country basis. Such costs
include land acquisition costs, geological and geophysical expenses,
carrying charges on non-producing properties, costs of drilling both
productive and non-productive wells, and overhead charges directly
related to acquisition, exploration and development activities.
F-59
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
OIL AND GAS PROPERTY AND EQUIPMENT - CONTINUED
The capitalized costs related to each cost center, including the
estimated future costs to develop proved reserves and the costs of
production equipment, are amortized using the unit-of-production method
based on the estimated net proved reserves as determined by independent
petroleum engineers. Investments in unproved properties are not
amortized until proven reserves associated with them can be determined
or until impairment occurs. Oil and natural gas reserves and production
are converted into equivalent units based upon estimated relative
energy content.
The capitalized costs less accumulated depletion and depreciation in
each cost center are limited to an amount equal to the estimated future
net revenue from proved reserves discounted at a ten percent interest
rate (based on prices and costs at the balance sheet date) plus the
lower of cost (net of impairments) or fair market value of unproved
properties.
Proceeds from the sale of oil and gas properties are applied against
capitalized costs, with no gain or loss recognized, unless such a sale
would significantly alter the relationship between capitalized costs
and proved reserves of oil and gas, in which case the gain or loss is
recognized in income.
OTHER PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is provided for
using the straight-line and accelerated methods. Depreciation methods
are designed to amortize the cost of assets over their estimated useful
lives. Estimated useful lives of major categories of property and
equipment are as follows:
Land, buildings and leasehold improvements 40 years
Furniture and equipment 5 - 10 years
Transportation equipment 5 years
Maintenance, repairs, renewals and betterments, which do not enhance
the value or increase the basic productive capacity of assets are
charged to expense as incurred.
INVESTMENTS IN SECURITIES
The Company has adopted Statement No. 115, ACCOUNTING FOR CERTAIN
INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued by the Financial
Accounting Standards Board. In accordance with Statement No. 115,
the Company's investments in securities are classified as follows:
TRADING SECURITIES - Investments in debt and equity securities
held principally for resale in the near term are classified as
trading securities and recorded at their fair values. Unrealized
gains and losses on trading securities are included in other
income. The Company does not, nor does it intend to, trade
investments that it owns.
SECURITIES TO BE HELD TO MATURITY - Debt securities for which the
Company has the positive intent and ability to hold to maturity
are reported at cost, adjusted for amortization of premiums and
accretion of discounts which are recognized in interest income
using the interest method over the period to maturity.
SECURITIES AVAILABLE FOR SALE - Securities available for sale
consist of its debt and equity securities not classified as
trading securities nor as securities to be held to maturity.
Unrealized holding gains and losses on securities available for
sale if material, are reported as a net amount in a separate
component of stockholders' equity until realized.
F-60
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Gains and losses on the sale of securities available for sale are
determined using the specific identification method.
ACCOUNTS RECEIVABLE
The Company has not provided an allowance for doubtful accounts. All
receivables considered doubtful have been charged to current
operations, and it is management's opinion that no additional material
amounts are doubtful of collection.
CASH FLOW PRESENTATION
For purposes of the statement of cash flows, time deposits that mature
in three months or less and certificates of deposit are considered cash
and cash equivalents.
EARNINGS PER COMMON SHARE
The Company has adopted Statement No. 128, EARNINGS PER SHARE, issued
by the Financial Standards Accounting Board. Adoption of Statement
No. 128 had no effect upon 1997 earnings per share computations.
Basic earnings per common share was computed based on the weighted
average number of common shares outstanding for the period. Diluted
earnings per share have not been presented since the Company has no
outstanding options or warrants to purchase its common stock.
CONCENTRATION OF CREDIT RISK
The Company regularly maintains cash in bank deposit accounts, which
exceed FDIC insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant
credit risk on cash and cash equivalents.
ACCOUNTING CHANGES
The Financial Accounting Standards Board has issued the following
Statements of Financial Accounting Standards effective for fiscal years
beginning after December 15, 1997:
NO. 130 - REPORTING COMPREHENSIVE INCOME
Requires that all items are required to be recognized under
accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same
prominence as other financial statements.
NO. 131 - DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE
AND RELATED INFORMATION
Requires disclosure of operating segments based upon information
used internally for evaluating segment performance and allocating
resources.
NO. 132 - EMPLOYERS' DISCLOSURES ABOUT PENSIONS
AND OTHER POST-RETIREMENT BENEFITS
Revises employers' disclosures about pensions and other
post-retirement plans.
The Company will adopt the above standards effective January 1, 1998.
Adoption is not expected to have a significant effect upon current
financial statements.
NOTE 2. SECURITIES AVAILABLE FOR SALE
F-61
Securities available for sale consist of equity securities and are
carried at cost, which approximates market at December 31, 1997.
Market value was determined by quoted prices.
Included in net income for the three months ended December 31,
1997, is a $594 gain from sales of marketable equity securities.
The cost of the securities sold was determined by the specific
identity method.
NOTE 3. TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable at December 31, 1997, consist of the following:
(In thousands)
Oil and gas revenue receivable $ 8,023
Joint interest billings receivable 1,612
--------
$ 9,635
--------
--------
NOTE 4. INVESTMENT IN PARTNERSHIPS
Investment in partnerships is stated at cost plus the proportionate share
of invested accumulated income. The Company's investment in partnerships
consists of a 10% interest in Michigan Gas Partners, Ltd., a 6% interest in
Frederic HOF Limited Partnership, and a 50% interest in Wilderness Energy,
L.C. The following is a summary of the combined financial position and
combined results of operations of the Company's investments in partnerships
as of and for the three months ended December 31, 1997:
(In thousands)
Current assets $ 4,141
Property, plant and equipment 37,831
--------
Total assets $ 41,972
--------
--------
Current liabilities $ 674
Partnership equity 41,298
--------
Total liabilities and partnership equity $ 41,972
--------
--------
Oil and gas revenue $ 3,209
--------
--------
Net income $ 767
--------
--------
Company's investment $ 6,556
--------
--------
F-62
NOTE 5. CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES
For December 31, 1997 (In thousands)
Unproved oil and gas properties $ 3,079
Proved oil and gas properties 106,512
----------
109,591
Less accumulated depreciation and depletion 9,127
----------
Net capitalized costs $ 100,464
----------
----------
Company's share of equity method investee's
net capitalized costs $ 911
----------
----------
NOTE 6. LONG-TERM DEBT
Long-term debt at December 31, 1997 consists of the following:
(In thousands)
Notes payable to various entities, due in monthly payments ranging from
7% to 10.63%, secured by land, buildings and equipment. 645
Note payable to bank, due in monthly payments ranging from $165,000 to
$88,333, including interest at 7.655%, secured by producing oil and
gas properties. 8,020
Line of credit to bank, due on January 1, 2002, including interest at
Libor + 1.125%, secured by producing oil and gas properties. 26,335
Note payable to bank, due in monthly payments of $82,750, with interest
at prime + .25%, with final payment due January 1, 2003, secured by oil
and gas producing properties 4,010
Note payable to bank, due in monthly payments of $866,667, including
interest at 7.59% (based on rate swap), with final payment due on
December 27, 2000, secured by oil and gas producing properties and
investment in Quicksilver Energy, L.C. 12,600
Note payable to bank, due in quarterly payments ranging from $1,400,000
to $600,000, beginning in August 1999, including interest at 9%, with
final payment due on March 31, 2007, secured by oil and gas producing
properties and investment in Quicksilver Energy, L.C. 27,000
-------
78,610
Less current maturities 13,335
-------
$65,275
-------
-------
F-63
NOTE 6. LONG-TERM DEBT - CONTINUED
Aggregate maturities of long-term debt are as follows:
1999 $13,335
2000 8,896
2001 6,876
2002 6,034
2003 31,874
Thereafter 11,595
-------
$78,610
-------
-------
NOTE 7. INCOME TAXES
The Company provides for deferred income taxes resulting from temporary
differences between the tax basis of assets and liabilities and their
reported amounts in the financial statements that will result in taxable or
deductible amounts in future years. Temporary differences result primarily
from intangible development costs being capitalized and amortized for
financial reporting purposes but expensed for tax reporting purposes and
different income recognition criteria for debt extinguishments. Also
included in income taxes is the portion of state taxes based on income.
The Company's income tax provision at December 31, 1997, is as follows:
(In thousands)
Current $ 965
Deferred 273
---------
$ 1,238
---------
---------
The tax effects temporary differences at December 31, 1997, that give rise
to significant portions of deferred tax assets and deferred tax liabilities
are as follows:
(In thousands)
Deferred tax assets
Tax credit carryforwards $ 738
--------
738
--------
Deferred tax liabilities
Property and equipment 5,992
Long term debt 1,187
Investments 629
--------
7,808
--------
Total deferred taxes, net $7,070
--------
--------
There is no material difference between the statutory tax rate and the
provision for taxes used in the accompanying financial statements.
The Company has tax credit carryforwards available to offset regular
federal income taxes of approximately $738,000 due to expire in 2002.
NOTE 8. PROFIT SHARING AND SAVINGS PLAN
The Company sponsors a defined contribution pension plan. All full-time
employees are eligible for participation upon completion of one year's
service. Employee contributions to the plan for the three months ended
December 31, 1997 were $61,500. The Company made no contributions for the
three months ended December 31, 1997.
NOTE 9. OPERATING LEASES
F-64
The Company's leasing operations consist principally of the leasing of
automobiles under operating leases that expire over the next three years.
The future minimum annual rentals on noncancellable leases in effect at
December 31, 1997, which have initial or remaining terms of more than one
year, are as follows:
1998 $108,000
1999 81,000
2000 33,000
Total rental expense under operating leases was $26,000, for the three
months ended December 31, 1997.
NOTE 10. FUTURES CONTRACT
The Company has entered into an agreement for the future delivery of
approximately 41,800 barrels of oil. The contract qualifies as a hedge for
financial reporting purposes. Accordingly, changes in the value of the
contract are recognized in income when the effects of changes in oil prices
are recognized. There were no significant realized or unrealized gains or
losses on this agreement at September 30, 1997. The Company has entered into
this agreement as a hedge against any downward movement in the commodity
price of oil through December 31, 1997. The agreement terminates at December
31, 1997. The Company has received a cash payment in advance of the delivery
of the oil at a fixed price of approximately $17.48 per barrel. The market
price for oil at September 30, 1997, was less than this price.
NOTE 11. TAX CREDIT SALE
In December 1997, the Company transferred certain properties, which carry
IRS Code Section 29 income tax benefits, to an unrelated party and received
consideration as follows:
a. Initial payment of $2,553,000
b. Fixed payment note of $5,093,000
c. Credit payment note
d. Production payment
Code Section 29 allows a credit against regular federal income tax
liability for certain eligible gas production. A portion of the initial
cash payment represented an advance payment for the first eighteen months
of tax benefits. As of December 31, 1997, a balance of $2,448,000 in
unearned revenues existed as a result of cash consideration received in
excess of the tax benefit earned. For accounting purposes, the transfer
does not qualify for sale or gain recognition. Accordingly, the
accompanying financial statements continue to include the Company's costs,
revenues and expenses associated with the assets transferred.
NOTE 12. SUPPLEMENTAL CASHFLOW INFORMATION
In October 1998, the Company exchanged its 54% interest in a subsidiary,
Mercury Montana, Inc., for a 25% interest in MSR Exploration Ltd. The
investment in MSR Exploration Ltd. is being accounted for under the
equity method of accounting. Assets and liabilities of Mercury
Montana, Inc. at the date of exchange were as follows:
Non-Cash Investing and Financing Activities
(In thousands)
Assets
Inventory $ 78
Oil and gas properties, net 4,345
Other assets 50
--------
Total Assets $4,473
--------
--------
NOTE 12. SUPPLEMENTAL CASHFLOW INFORMATION - CONTINUED
Liabilities
Accounts payable 395
Accrued liabilities 13
Deferred income taxes (147)
Long-term debt 4,000
Minority interest in subsidiaries 93
--------
Total Liabilities $ 4,354
--------
--------
Investment in MSR Exploration Ltd. $ 119
--------
--------
NOTE 13. CONTINGENCIES
The Company is a defendant in a lawsuit filed by a former employee with
potential exposure of $500,000. The Company believes the lawsuit is without
merit and is vigorously defending its position, and does not expect the
ultimate outcome to materially affect the Company's financial position.
NOTE 14. SUBSEQUENT EVENTS
Effective January 1, 1998, Mercury transferred substantially all producing
oil and gas properties to a newly formed related company, Quicksilver
Resources Inc., in exchange for common stock in Quicksilver.
Subsequently on September 1, 1998, Quicksilver Resources Inc. entered into
a merger agreement with MSR Exploration Ltd.
NOTE 15. SUPPLEMENTAL OIL AND GAS RESERVE DATA (UNAUDITED)
The Company's proved oil and gas reserves at December 31, 1997, have been
estimated by the Company's petroleum engineers in accordance with guidelines
established by the Securities and Exchange Commission ("SEC"). Accordingly,
the following reserve estimates are based upon existing economic and
operating conditions.
There are numerous uncertainties inherent in establishing quantities of
proved reserves. The following reserve data represent estimates only and
should not be construed as being exact. In addition, the present values
should not be construed as the current market value of the Company's oil and
gas properties or the cost that would be incurred to obtain equivalent
reserves.
Estimated Reserves
Changes in the estimated net quantities of crude oil and natural gas
reserves, all of which are located in the continental United States, are as
follows:
Reserve Quantities December 31, 1997
Petroleum Natural
Liquids Gas
(bbls) (MMCF)
-------------- ---------
(in thousands)
Reserves at September 30, 1997 21,074 77,952
Purchases of reserves-in-place - 30,831
Sale of reserves-in-place (5,840) (1,339)
Production (168) (3,339)
-------- ---------
Reserves at December 31, 1997 15,066 104,105
-------- ---------
-------- ---------
NOTE 15. SUPPLEMENTAL OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED
Total proved developed reserves at December 31, 1997 4,520 90,585
-------- ---------
-------- ---------
Company's proportional interest in reserves of investee's
accounted for by the equity method-end of year 0 0
-------- ---------
-------- ---------
F-66
Standardized Measure
The following tables present the Company's standardized measure of
discounted future net cash flows and changes relating to proved oil and gas
reserves and were computed using reserve valuations based on regulations
prescribed by the SEC. These regulations provide that the oil, condensate
and gas price structure utilized to project future net cash flows reflects
current prices at each date presented and have been escalated only when
known and determinable price changes are provided by contract. Future
production, development and net abandonment costs are based on current
costs without escalation. The resulting net future cash flows have been
discounted to their present values based on a 10% annual discount factor.
Standardized Measure (in thousands): December 31, 1997
Future cash inflows $ 417,051
Future development and production costs (213,408)
Future income tax expense (40,965)
----------
Future net cash flows 162,678
10% annual discount (71,774)
Standardized measure of discounted future cash flows $ 90,904
----------
----------
Company's share of equity method
investee's standardized measure of discounted future net cash flows $ 1,101
----------
----------
Primary changes in standardized measure of discounted future net cash flows
(thousands of dollars) for the three months ended December 31, 1997:
Net changes in prices and production costs $ 1,708
Sale of reserves-in-place (20,443)
Development costs incurred (1,486)
Changes in estimated future development costs -
Purchases of reserves-in-place 32,247
Net change in income taxes 2,052
Sales of oil and gas, net of production costs (6,313)
Accretion of discount 2,052
Other (1,004)
----------
$ 8,813
----------
----------
Estimated future cash inflows are computed by applying year end prices of
oil and gas to year end quantities of proved developed reserves. Estimated
future development and production costs are determined by estimating the
expenditures to be incurred in developing and producing the proved oil and
gas reserves in future years, based on year end costs and assuming
continuation of existing economic conditions.
These estimates are furnished and calculated in accordance with requirements
of the Financial Accounting Standards Board and the SEC. Because of
unpredictable variances in expenses and capital forecasts, crude oil and
natural gas price changes, and the fact that the bases for such estimates
vary significantly, management believes the usefulness of these projections
is limited. Estimates of future net cash flows do not necessarily represent
management's assessment of future profitability or future cash flow to the
Company.
NOTE 15. SUPPLEMENTAL OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED
Costs incurred in oil and gas property acquisition, exploration and development
activities (in thousands):
For the three months ended December 31, 1997
Property acquisition costs $ 25,152
F-67
Exploration costs 32
Development costs 2,566
Company's share of equity
Method investee's costs of
Property acquisition,
Exploration and development $ 0
Results of operations from producing activities (in thousands):
For the three months ended December 31, 1997
Oil and gas sales $9,456
Operating expenses (2,661)
Production taxes (563)
Depletion and depreciation (2,442)
---------
3,790
Income taxes (1,289)
Results of operations from
producing activities
(excluding corporate
overhead and interest costs) $ 2,501
---------
---------
Minority interest in results of
operations $ 1,269
---------
---------
Company's share of equity
method investee's results of
operations for producing
activities $ 12
---------
---------
F-68
INDEPENDENT AUDITOR'S REPORT
To the Partners
Michigan Gas Partners Limited Partnership
We have audited the accompanying balance sheets of Michigan Gas Partners Limited
Partnership as of December 31, 1997 and 1996 and the related statements of
operations, partners' capital and cash flows for each of the three years in the
period ended December 31, 1997. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Michigan Gas Partners Limited
Partnership as of December 31, 1997 and 1996 and the results of its operations
and its cash flows for each of the three years ended December 31, 1997, in
conformity with generally accepted accounting principles.
As described in Note 8, the Company has changed its accounting policy for
accounting for oil and gas properties from the successful efforts method to the
full cost method.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
October 26, 1998
F-69
MICHIGAN GAS PARTNERS LIMITED PARTNERSHIP
BALANCE SHEET
DECEMBER 31, 1997 AND 1996
(IN THOUSANDS)
1997 1996
------- -------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 56 $ 55
Oil and gas revenue receivable 669 444
------- -------
Total current assets 725 499
PROPERTY AND EQUIPMENT
Producing oil and gas leases 13,668 13,655
Less accumulated depletion,
depreciation and amortization 4,558 3,603
------- -------
9,110 10,052
------- -------
TOTAL ASSETS $ 9,835 $10,551
------- -------
------- -------
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accounts payable $ 150 $ 238
Deferred liabilities 232 -
------- -------
Total current liabilities 382 238
PARTNERS' CAPITAL 9,453 10,313
------- -------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 9,835 $10,551
------- -------
------- -------
The accompanying notes are an integral part of this financial statement.
F-70
MICHIGAN GAS PARTNERS LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS)
1997 1996 1995
------- ------- -------
REVENUES
Oil and gas sales $ 2,894 $ 3,212 $ 1,732
Gas compressor reimbursement 110 156 198
Other income 17 - -
------- ------- -------
Total revenues 3,021 3,368 1,930
COSTS AND EXPENSES
Lease operating expenses 1,922 1,853 1,183
Production taxes 114 133 70
Depletion, depreciation and amortization 955 1,067 839
Impairment of oil and gas properties - 902 423
General and administrative 11 30 28
------- ------- -------
Total cost and expenses 3,002 3,985 2,543
------- ------- -------
NET INCOME (LOSS) $ 19 $ (617) $ (613)
------- ------- -------
------- ------- -------
The accompanying notes are an integral part of this financial statement.
F-71
MICHIGAN GAS PARTNERS LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS)
BALANCE, DECEMBER 31, 1994 $ 8,482
Distributions (494)
Capital contributed 4,838
Net loss (613)
-------
BALANCE, DECEMBER 31, 1995 12,213
Distributions (1,283)
Net loss (617)
-------
BALANCE, DECEMBER 31, 1996 10,313
Distributions (879)
Net income 19
-------
BALANCE, DECEMBER 31, 1997 $ 9,453
-------
-------
The accompanying notes are an integral part of this financial statement.
F-72
MICHIGAN GAS PARTNERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS)
1997 1996 1995
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from oil and gas sales $ 2,938 $ 3,211 $ 1,561
Cash received from gas compressor reimbursement 90 74 173
Cash paid to suppliers and employees (2,135) (1,913) (1,148)
------- ------- -------
Net cash provided by operating activities 893 1,372 586
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (13) (132) (4,837)
------- ------- -------
Net cash used in investing activities (13) (132) (4,837)
CASH FLOWS FROM FINANCING ACTIVITIES:
Partnership distributions (879) (1,283) (494)
Capital contributions - - 4,838
------- ------- -------
Net cash provided by
(used in) financing activities (879) (1,283) 4,344
------- ------- -------
Net increase (decrease) in cash 1 (43) 93
CASH, beginning of period 55 98 5
------- ------- -------
CASH, end of period $ 56 $ 55 $ 98
------- ------- -------
------- ------- -------
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income (loss) $ 19 $ (617) $ (613)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation, depletion and amortization 955 1,067 839
Impairment of oil and gas properties - 902 423
Changes in operating assets and liabilities
Oil and gas revenue receivable (225) (83) (196)
Accounts payable (88) 103 133
Deferred liabilities 232 - -
------- ------- -------
Net cash provided by operating activities $ 893 $ 1,372 $ 586
------- ------- -------
------- ------- -------
The accompanying notes are an integral part of this financial statement.
F-73
MICHIGAN GAS PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounting policy relative to the carrying value of property and
equipment is indicated in the caption on the balance sheets. The nature of
operations and other significant accounting policies are as follows:
NATURE OF OPERATIONS
Michigan Gas Partners Limited Partnership was formed to own and operate
various oil and gas properties in the state of Michigan. Substantially
all of the Company's revenue is derived from the production and sale of
natural gas.
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.
OIL AND GAS PROPERTY AND EQUIPMENT
The Partnership follows the "full cost" method of accounting for oil
and gas properties whereby all costs associated with acquiring,
exploring for, and developing oil and gas reserves are capitalized and
accumulated in cost centers established on a country-by-country basis.
Such costs include land acquisition costs, geological and geophysical
expenses, carrying charges on non-producing properties, costs of
drilling both productive and non-productive wells, and overhead charges
directly related to acquisition, exploration and development
activities.
The capitalized costs related to each cost center, including the
estimated future costs to develop proved reserves and the costs of
production equipment, are amortized using the unit-of-production method
based on the estimated net proved reserves as determined by independent
petroleum engineers. Investments in unproved properties are not
amortized until proven reserves associated with them can be determined
or until impairment occurs. Oil and natural gas reserves and production
are converted into equivalent units based upon estimated relative
energy content.
The capitalized costs less accumulated depletion and depreciation in
each cost center are limited to an amount equal to the estimated future
net revenue from proved reserves discounted at a ten percent interest
rate (based on prices and costs at the balance sheet date) plus the
lower of cost (net of impairments) or fair market value of unproved
properties.
Proceeds from the sale of oil and gas properties are applied against
capitalized costs, with no gain or loss recognized, unless such a sale
would significantly alter the relationship between capitalized costs
and proved reserves of oil and gas, in which case the gain or loss is
recognized in income.
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, the Partnership considers
all highly liquid investments with an original maturity of ninety days
or less to be cash equivalents.
FEDERAL INCOME TAXES
Federal income taxes are not recorded, as the results of operations are
not taxable to the Partnership, but are includable in the respective
income tax returns of the partners.
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NOTE 2. RELATED PARTY TRANSACTIONS
In accordance with the partnership agreement, the Partnership contracts
with a partner for all property exploration costs and continuing costs of
operations. In addition, approximately $220,000 and $209,000, respectively,
of oil and gas receivables at December 31, 1997 and 1996 are due from the
partner and substantially all accounts payable for 1997 and 1996 are due to
the partner.
NOTE 3. SALE OF PROPERTIES
In December 1997, the Partnership transferred certain properties with a
cost of $6,195,000 to an unrelated party and received consideration as
follows:
a. Initial payment of $232,000
b. Fixed payment note of $2,017,000
c. Credit payment note with a maximum amount of $4,000,000
d. Production payment
For accounting purposes, the transfer does not qualify for sale or gain
recognition. Accordingly, the accompanying financial statements continue to
include the partnership's costs, revenues and expenses associated with the
assets transferred. Any gain on the properties transferred will be
recognized based upon future production of the properties.
NOTE 4. ALLOCATION OF NET INCOME OR LOSSES
AND DISTRIBUTION OF CASH FLOWS
Net income equal to adjusted federal taxable income, as defined, is
allocated to the partners' capital accounts to the extent of cash flows, so
distributable, as defined. Remaining net income and net loss, as defined,
are allocated to the partners' capital accounts in proportion to their
prospective capital accounts and partnership interests in a manner
specified in the partnership agreement.
NOTE 5. IMPAIRMENT OF PROPERTY AND EQUIPMENT
In 1996 and 1995, the Partnership recognized an impairment loss for certain
oil and gas properties based upon revision of the properties' reserves by
independent petroleum engineers. The impairment loss recognized in the
accompanying 1996 and 1995 financial statements was measured as the amount
by which the carrying amount of the oil and gas properties exceeded their
fair value. Fair value was determined based upon estimated future cash
flows for the properties, discounted at a ten percent annual rate.
NOTE 6. SUBSEQUENT EVENTS
Effective January 1, 1998, the Michigan Gas Partners transferred
substantially all producing oil and gas properties to a newly formed
related company, Quicksilver Resources Inc., in exchange for common stock
of Quicksilver.
NOTE 7. SUPPLEMENTARY INFORMATION RELATED TO OIL AND GAS ACTIVITIES-
UNAUDITED
Quantities of Oil and Gas Reserves
The following table presents estimates of the Partnership's proved
reserves, all of which have been prepared by the engineers of the
Partnership's General Partner. Substantially all of the Partnership's crude
oil and natural gas activities are conducted in the United States.
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NOTE 7. SUPPLEMENTARY INFORMATION RELATED TO OIL AND GAS ACTIVITIES-
UNAUDITED - CONTINUED
Reserve Quantities for the years ended December 31, 1997, 1996 and 1995.
1997 1996 1995
------ ------ ------
Proved reserves:
Natural Gas (MMcf):
Beginning of period 17,014 26,405 30,487
Production (1,199) (1,306) (915)
Revisions of previous estimates (2,288) (8,085) (3,167)
------ ------ ------
End of period 13,527 17,014 26,405
------ ------ ------
------ ------ ------
Proved developed reserves:
Natural Gas (MMcf):
Beginning of year 25,667 24,190 15,956
End of year 15,956 25,667 12,600
The reduction in the reserves of Michigan Gas Partners from 1996 to 1997 is
due primarily to the decision not to spend $3.2 million for drilling and
development of existing leases. Michigan Gas Partners put its properties up
for sale in 1997 and elected not to spend the capital to develop its
reserves. Because no additional development was planned, the 1997 reserve
report removed those potential reserves from its report and increased the
decline in production. No reasonable sales price was received for the
properties, and the assets were eventually merged into Quicksilver in 1998.
Standardized Measure of Discounted Future Net Cash Flows and Changes
Therein Relating to Proved Reserves.
The following standardized measure of discounted future net cash flows was
computed in accordance with the rules and regulations of the Securities and
Exchange Commission and Financial Accounting Standards Board Statement No.
69 using year end prices and costs. No values are given to unproved
properties or to probable reserves that may be recovered from proved
properties.
The inexactness associated with estimating reserve quantities, future
production and revenue streams and future development and production
expenditures, together with the assumptions applied in valuing future
production, substantially diminishes the reliability of this data. The
values so derived are not considered to be an estimate of fair market
value. The Partnership therefore cautions against its simplistic use.
The following tabulation reflects the Partnership's estimated discounted
future cash flows from natural gas production:
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NOTE 7. SUPPLEMENTARY INFORMATION RELATED TO OIL AND GAS ACTIVITIES-
UNAUDITED - CONTINUED
For the years ended December 31, 1997, 1996 and 1995, in thousand of
dollars.
1997 1996 1995
-------- -------- --------
Future cash flows $ 39,203 $ 42,342 $ 55,715
Future production and development costs (23,680) (27,266) (34,926)
Future income tax expense - - -
-------- -------- --------
15,523 15,076 20,789
10% annual discount for timing of cash flows (4,509) (4,600) (8,900)
-------- -------- --------
Standardized measure of discounted
cash flows $ 11,014 $ 10,476 $ 11,889
-------- -------- --------
-------- -------- --------
Primary changes in the standardized measure of discounted future net
cash flows, in thousands:
1997 1996 1995
-------- -------- --------
Sales of oil and gas produced, net of
production costs $ (858) $ (326) $ (479)
Net changes in price and production costs 3,164 1,848 (6,354)
Change in estimated future development costs 468 445 5,539
Revisions of previous quantity estimates (2,254) (5,535) (1,648)
Development costs incurred during the year (13) (132) (4,837)
Accretion of discount 1,047 1,189 1,768
Other (1,016) 1,098 217
-------- -------- --------
Net increase (decrease) 538 (1,413) (5,794)
Balance at beginning of year 10,476 11,889 17,683
-------- -------- --------
Balance at end of year $ 11,014 $ 10,476 $ 11,889
-------- -------- --------
-------- -------- --------
Changes in the supply and demand for oil, natural gas liquids,
hydrocarbon price volatility, inflation, timing of production, reserve
revisions and other factors make these estimates inherently imprecise
and subject to substantial revision. As a result, these measures are
not the Partnership's estimates for future cash flows nor do these
measures serve as an estimate of current market value.
NOTE 8. CHANGE IN METHOD OF ACCOUNTING FOR OIL AND GAS PROPERTIES
Pursuant to the merger agreement with MSR Exploration Ltd. dated September
1, 1998, the partnership has changed its accounting policy for oil and gas
properties from the successful efforts method to the full cost method.
Accordingly, the Partnership's financial statements have been restated to
apply the change retroactively. The effect of the accounting change on
income as previously reported for 1997, 1996, and 1995 is:
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NOTE 8. CHANGE IN METHOD OF ACCOUNTING FOR OIL AND GAS PROPERTIES - CONTINUED
1997 1996 1995
------ ------ ------
(in thousands)
Effect on:
Income before extraordinary item
and net income $1,738 $(659) $(812)
Adoption of the full cost method of accounting for oil and gas properties
was mandated in the September 1998 merger agreement with MSR and is
consistent with the accounting policy of MSR previously disclosed to its
shareholders and the general public. In addition, the Company believes the
full cost method of accounting for oil and gas properties more accurately
reflects management's exploration objectives and results by including all
costs incurred in oil and gas producing activities as integral to the
acquisition, discovery and development of whatever reserves ultimately
result from its efforts as a whole.
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