FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
Commission file number 1-12108
GULFWEST ENERGY INC.
--------------------
(Exact name of Registrant as specified in its charter)
Texas 87-0444770
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
397 North Sam Houston Parkway East
Suite 375
Houston, Texas 77060
(Address of principal executive offices) (zip code)
(281) 820-1919
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO ____
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, November 14, 2001, was 18,472,541
shares of Class A Common Stock, $.001 par value.
GULFWEST ENERGY INC.
FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 2001
Page of
Form 10-Q
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Part I: Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, September 30, 2001
and December 31, 2000 3
Consolidated Statements of Operations for the three months
and nine months ended September 30, 2001 and 2000 5
Consolidated Statements of Cash Flows for the nine
months ended September 30, 2001 and 2000 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8
Part II: Other Information
Item 6. Exhibits and Reports on 8-K 11
Signatures 12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
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GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(UNAUDITED)
ASSETS
September 30, December 31,
2001 2000
---------------------- ---------------------
---------------------- ---------------------
CURRENT ASSETS:
Cash and cash equivalents $ 661,606 $ 663,032
Accounts Receivable - trade, net of allowance for
doubtful accounts of -0- in 2001 and 2000 1,701,603 2,188,421
Prepaid expenses 215,232 83,351
---------------------- ---------------------
Total current assets 2,578,441 2,934,804
---------------------- ---------------------
OIL AND GAS PROPERTIES
Using the successful efforts method of accounting 50,673,043 30,895,049
OTHER PROPERTY AND EQUIPMENT 2,301,228 1,961,203
Less accumulated depreciation, depletion
and amortization (5,636,859) (4,049,510)
---------------------- ---------------------
Net oil and gas properties, and
other property and equipment 47,337,412 28,806,742
---------------------- ---------------------
OTHER ASSETS:
Deposits 27,638 27,638
Investments 122,785
Debt issue cost 540,388 482,159
---------------------- ---------------------
Total other assets 568,026 632,582
---------------------- ---------------------
TOTAL ASSETS $ 50,483,879 $ 32,374,128
====================== =====================
The Notes to Consolidated Financial Statements are an integral part of these statements.
3
GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
2001 2000
---------------------- ---------------------
---------------------- ---------------------
CURRENT LIABILITIES
Notes payable $ 2,890,690 $ 935,300
Notes payable - related parties 60,000 700,000
Current portion of long-term debt 2,691,769 3,111,120
Current portion of long-term debt - related parties 222,957 303,296
Accounts payable - trade 3,322,379 2,189,656
Accrued expenses 254,118 355,614
---------------------- ---------------------
Total current liabilities 9,441,913 7,594,986
---------------------- ---------------------
LONG-TERM DEBT, net of current portion 28,373,176 17,960,455
---------------------- ---------------------
LONG-TERM DEBT, RELATED PARTIES 232,600 116,916
---------------------- ---------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 170 80
Common stock 18,473 18,445
Additional paid-in capital 28,150,332 23,537,900
Retained deficit (15,732,785) (16,854,654)
Long-term accounts and notes receivable - related
parties, net of allowance for doubtful accounts
of $740,478 in 2001 and 2000
---------------------- ---------------------
Total stockholders' equity 12,436,190 6,701,771
---------------------- ---------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 50,483,879 $ 32,374,128
====================== =====================
The Notes to Consolidated Financial Statements are an integral part of these statements.
4
GULFWEST ENERGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2001 AND 2001
(UNAUDITED)
Three Months Nine Months
Ended September 30, Ended September 30,
2001 2000 2001 2000
----------------- ----------------- ------------------ ------------------
OPERATING REVENUES
Oil and gas sales $ 3,457,920 $ 2,173,680 $ 9,722,585 $ 5,604,244
Well servicing revenues 54,108 18,318 136,072 189,579
Operating overhead and other income 157,175 99,850 324,167 240,558
----------------- ----------------- ------------------ ------------------
Total Operating Revenues 3,669,203 2,291,848 10,182,824 6,034,381
----------------- ----------------- ------------------ ------------------
OPERATING EXPENSES
Lease operating expenses 1,309,206 809,390 3,740,632 2,229,957
Cost of well servicing operations 53,555 23,307 136,911 206,637
Depreciation, depletion and amortization 795,298 320,390 1,838,371 801,829
General and administrative 427,355 393,964 1,233,335 1,138,642
----------------- ----------------- ------------------ ------------------
Total Operating Expenses 2,585,414 1,547,051 6,949,249 4,377,065
----------------- ----------------- ------------------ ------------------
INCOME FROM OPERATIONS 1,083,789 744,797 3,233,575 1,657,316
----------------- ----------------- ------------------ ------------------
OTHER INCOME AND EXPENSE
Interest income 15,247
Interest expense (707,244) (605,250) (1,993,452) (1,527,485)
Gain (loss) on sale of assets (9,626) 816 (118,254) 7,143
----------------- ----------------- ------------------ ------------------
Total Other Income and Expense (716,870) (604,434) 2,111,706 (1,505,095)
----------------- ----------------- ------------------ ------------------
INCOME BEFORE INCOME TAXES 366,919 140,363 1,121,869 152,221
INCOME TAXES
----------------- ----------------- ------------------ ------------------
NET INCOME 366,919 140,363 1,121,869 152,221
================= ================= ================== ==================
INCOME PER COMMON SHARE -
BASIC AND DILUTED $ .02 $ .01 $ .06 $ .01
================= ================= ================== ==================
The Notes to Consolidated Financial Statements are an integral part of these statements.
5
GULFWEST ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(UNAUDITED)
2001 2000
------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,121,869 $ 152,221
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion, and amortization 1,838,371 801,829
Common stock and warrants issued and charged to operations 15,660
(Gain) Loss on sale of assets 118,254 (7,143)
Other non-operating (income) (5,780)
(Increase) decrease in accounts receivable - trade, net 457,087 (1,137,833)
(Increase) decrease in prepaid expenses (131,881) (52,509)
Increase (decrease) in accounts payable and accrued expenses 1,031,227 1,257,128
------------------ -----------------
Net cash provided by operating activities 4,434,927 1,023,573
------------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale and disposition of property and equipment 394,423 14,665
Purchase of property and equipment (5,573,502) (3,157,485)
------------------ -----------------
Net cash used in investing activities (5,179,079) (3,142,820)
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale or subscription of common stock 857,878
Payments on debt (4,958,995) (937,294)
Proceeds from debt issuance 5,710,801 2,264,510
Debt issue cost (9,080) (322,407)
------------------ -----------------
Net cash provided by financing activities 742,726 1,862,687
------------------ -----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,426) (256,560)
CASH AND CASH EQUIVALENTS, beginning of period 663,032 287,300
------------------ -----------------
CASH AND CASH EQUIVALENTS, end of period $ 661,606 $ 30,740
================== =================
CASH PAID FOR INTEREST $ 672,028 $ 353,220
================== =================
The Notes to Consolidated Financial Statements are an integral part of these statements.
6
GULFWEST ENERGY INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001 AND 2000 UNAUDITED)
1. During interim periods, we follow the accounting policies set forth in our
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Users of financial information produced for interim periods are
encouraged to refer to the footnotes contained in the Annual Report when
reviewing interim financial results.
2. The accompanying financial statements include the Company and its
wholly-owned subsidiaries: RigWest Well Service, Inc. formed September 5,
1996; GulfWest Texas Company formed September 23, 1996; DutchWest Oil
Company formed July 28, 1997; Southeast Texas Oil and Gas Company, L.L.C.
acquired September 1, 1998; SETEX Oil and Gas Company formed August 11,
1998; GulfWest Oil & Gas Company formed February 8, 1999; LTW Pipeline
Co. formed April 19, 1999; GulfWest Development Company formed November 9,
2000; and, GulfWest Oil & Gas Company (Louisiana) LLC formed July 31,
2001. All material intercompany transactions and balances are eliminated
upon consolidation.
3. In management's opinion, the accompanying interim financial statements
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, the
results of operations, and the statements of cash flows of GulfWest Energy
Inc. for the interim periods.
4. Following is a schedule of income available to common shareholders:
Three Months Nine Months
Ended September 30, Ended September 30,
2001 2000 2001 2000
--------------- ---------------- ---------------- ---------------
Net Income $ 366,919 $ 140,363 $ 1,121,869 $ 152,221
Dividends on preferred stock 28,125 28,125
--------------- ---------------- ---------------- ---------------
Net income available to common
shareholders $ 338,794 $ 140,363 $ 1,093,744 $ 152,221
=============== ================ ================ ===============
5. Non-cash Investing and Financing
During the nine month period ended September 30, 2001, we acquired
$15,034,849 in property and equipment through $10,422,299 in notes payable
to financial institutions and related parties, by issuing 9,000 shares of
preferred stock valued at $4,500,000, by issuing 27,500 shares of common
stock valued at $21,050, and by issuing 150,000 warrants valued at $91,500.
6. We entered into an agreement with an energy lender, commencing in May 2000,
to hedge a portion of our oil and gas sales for the period of May 2000
through April 2004. The agreement calls for initial volumes of 7,900
barrels of oil and 52,400 Mmbtu of gas per month, declining monthly
thereafter. We entered into a second agreement with the energy lender,
commencing September 2001, to hedge an additional portion of our oil and
gas sales for the periods of September 2001 through July 2004 and September
2001 through December 2002, respectively. The agreement calls for initial
volumes of 15,000 barrels of oil and 50,000 Mmbtu of gas per month,
declining monthly thereafter. As a result of these agreements, we realized
a reduction in revenues of $ 1,096,971 for the nine-month period ended
September 30, 2001, which is included in oil and gas sales.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
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OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Overview
--------
We are engaged primarily in the acquisition, development, exploitation,
exploration and production of crude oil and natural gas. Our focus is on
increasing production from our existing crude oil and natural gas properties
through the further exploitation, development and optimization of those
properties, and on acquiring additional crude oil and natural gas properties.
Our gross revenues are derived from the following sources:
1. Oil and gas sales that are proceeds from the sale of crude oil and
natural gas production to midstream purchasers;
2. Operating overhead and other income that consists of earnings from
operating crude oil and natural gas properties for other working
interest owners, and marketing and transporting natural gas. This also
includes earnings from other miscellaneous activities.
3. Well servicing revenues that are earnings from the operation of well
servicing equipment under contract to third party operators.
Results of Operations
---------------------
The factors which most significantly affect our results of operations are
(1) the sales price of crude oil and natural gas, (2) the level of total sales
volumes of crude oil and natural gas, (3) the level of and interest rates on
borrowings and, (4) the level and success of new acquisitions and development of
existing properties.
Comparative results of operations for the periods indicated are discussed below.
Three-Month Period Ended September 30, 2001 compared to Three Month Period Ended
September 30, 2000.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the quarter increased 59% from $2,173,700 in 2000 to $3,457,900 in 2001, despite
lower oil and gas prices. This was due to increased production as a result of
our acquisitions of additional properties and development activities. The volume
of oil and gas sales increased 138% and 45%, respectively.
Well Servicing Revenues. Revenues from well servicing operations increased
196% from $18,300 in 2000 to $54,100 in 2001, due to more work being performed
for third parties in 2001 compared to 2000.
Operating Overhead and Other Income. Revenues from these activities
increased 57% from $99,900 in 2000 to $157,200 in 2001. This was due to a fee
received for the farm-out of exploration rights on one of our undeveloped
properties.
8
Costs and Expenses
Lease Operating Expenses. Lease operating expenses increased 62% from
$809,400 in 2000 to $1,309,200 in 2001. This was primarily due to the
acquisition of additional properties and increased costs related to greater oil
and gas production; and, to a lesser extent, higher vendor and contractor costs,
as well as additional field activity to increase production on existing and
acquired properties.
Cost of Well Servicing Operations. Well servicing expenses increased 130%
from $23,300 in 2000 to $53,600 in 2001 due to more work being performed for
third parties in 2001 compared to 2000.
Depreciation, Depletion and Amortization (DD&A). DD&A increased
148% from $320,400 in 2000 to $795,300 in 2001, due to significantly higher
production as a result of additional acquisitions and field development
activities.
General and Administrative (G&A) Expenses. G&A expenses increased
8% for the period from $394,000 in 2000 to $427,400 in 2001, due to expenses
associated with an increase in the number of oil and natural gas assets that we
manage.
Interest Expense. Interest expense increased 17% from $605,300 in 2000 to
$707,200 in 2001, primarily due to interest on debt associated with additional
acquisitions and our capital development program.
Nine-Month Period Ended September 30, 2001 compared to Nine-Month Period Ended
September 30, 2000.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the period increased 73% from $5,604,200 in 2000 to $9,722,600 in 2001. This was
due to increased oil and gas production from our acquisitions of additional
properties and development projects.
Well Servicing Revenues. Revenues from well servicing operations decreased
by 28% from $189,600 in 2000 to $136,100 in 2001. We had greater utilization of
our rigs in the development of our properties rather than working for third
parties in 2001 compared to 2000.
Operating Overhead and Other Income. Revenues from these activities
increased 35% from $240,600 in 2000 to $324,200 in 2001. This was due primarily
to a fee received for the farm-out of exploration rights on one of our
undeveloped properties.
Costs and Expenses
Lease Operating Expenses. Lease operating expenses increased 68% from
$2,230,000 in 2000 to $3,740,600 in 2001, due to the acquisitions of additional
properties, greater oil and gas production, and the costs related to such
production.
Cost of Well Servicing Operations. Well servicing expenses decreased by 34%
from $206,600 in 2000 to $137,000 in 2001. This was due to higher rig
utilization on properties where we have 100% working interest and less on
working for third parties.
Depreciation, Depletion and Amortization (DD&A). DD&A increased
129% from $801,800 in 2000 to $1,838,400 in 2001, due to significantly higher
production resulting from additional acquisitions and field development
activities.
9
General and Administrative (G&A) Expenses. G&A expenses increased
8% for the period from $1,138,600 in 2000 to $1,233,300 in 2001, due to expenses
associated with an increase in the number of oil and natural gas assets that we
manage.
Interest Expense. Interest expense increased 31% from $1,527,500 in 2000 to
$1,993,500 in 2001, due to debt associated with additional acquisitions and our
capital development program.
Financial Condition and Capital Resources
-----------------------------------------
At September 30, 2001, our current liabilities exceeded our current assets
by $6,863,472. We had a profit of $366,919 for the quarter compared to a profit
of $140,363 for the period in 2000.
During the third quarter of 2001, we sold 89,808 barrels of crude oil and
445,227 Mcf of natural gas compared to 37,727 barrels of crude oil and 307,736
Mcf of natural gas in the third quarter of 2000. Revenue for crude oil sales for
the quarter was $2,088,104 in 2001 compared to $972,987 in 2000 and for natural
gas sales was $1,369,816 in 2001 compared to $1,200,693.
On August 17, 2001, we purchased several oil and natural gas properties
located in four fields in Texas and Louisiana. The effective date of the
acquisition was July 1, 2001. The acquired properties are currently producing an
aggregate 600 barrels of oil and 1,200 Mcf of natural gas per day, with total
proved reserves (net to the acquired interests) estimated at 1.2 million barrels
of oil and 9.5 billion cubic feet of natural gas. There are additional possible
reserves estimated at 10 billion cubic feet of natural gas. The purchase price
of the acquisition was $15 million in a combination of notes payable, preferred
stock, cash, warrants and common stock. Financing was arranged through an
existing credit facility and included expanding the company's credit line to
continue the development of its properties through the year 2002.
10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) Exhibits -
Number Description
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*3.1 Articles of Incorporation of the Registrant and
Amendments thereto.
&3.3 Amendment to the Company's Articles of Incorporation to
increase the number of shares of Class A Common Stock that
the Company will have authority to issue from 20,000,000
to 40,000,000 shares, approved by the Shareholders on
November 19, 1999and filed with the Secretary of State of
Texas on December 3, 1999.
#3.2 Amendment to the Articles of Incorporation of the
Registrant changing the name of the Registrant to
"GulfWest Energy Inc.", approved by the Shareholders
on May 18, 2001 and filed with the Secretary of Texas on
May 21, 2001.
*3.4 Bylaws of the Registrant.
#10.1 GulfWest Oil Company 1994 Stock Option and Compensation
Plan, amended and restated as of April 1, 2001, and
approved by the shareholders on May 18, 2001.
---------------
* Previously filed with the Registrant's Registration
Statement (on Form S-1, Reg. No. 33-53526), filed with the
Commission on October 21, 1992.
& Previously filed with the Registrant's Definitive
Proxy Statement, filed with the Commission on October 18,
1999.
# Previously filed with the Registrant's Definitive Proxy
Statement, filed with the Commission on April 16, 2001.
(b) Form 8-K -
Current Report on Form 8-K reporting Item 2. Acquisition of Assets,
dated August 16, 2001, filed with the Commission on August 31, 2001.
11
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
GULFWEST ENERGY INC.
(Registrant)
Date: November 14, 2001 By: /s/ Thomas R. Kaetzer
--------------------------------
Thomas R. Kaetzer
President
Date: November 14, 2001 By: /s/ Jim C. Bigham
-----------------------------------------
Jim C. Bigham
Executive Vice President and Secretary
Date: November 14, 2001 By: /s/ Richard L. Creel
-----------------------------------------
Richard L. Creel
Vice President of Finance