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 March 31, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ____ to ____
Commission file number 1-12108
GULFWEST ENERGY INC.
--------------------
(Exact name of Registrant as specified in its charter)
Texas 87-0444770
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
480 North Sam Houston Parkway East
Suite 300
Houston, Texas 77060
(Address of principal executive offices) (zip code)
(281) 820-1919
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO ____
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, May 14, 2002, was 18,492,541 shares of
Class A Common Stock, $.001 par value.
GULFWEST ENERGY INC.
FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 2002
Page of
Form 10-Q
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Part I: Financial Statements
Item 1. Financial Statements
Consolidated Balance Sheets, March 31, 2002,
and December 31, 2001 3
Consolidated Statements of Operations-for the three
months ended March 31, 2002, and 2001 5
Consolidated Statements of Cash Flows-for the three
months ended March 31, 2002, and 2001 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Part II: Other Information
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on 8-K 10
Signatures 11
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
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GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001
ASSETS
March 31, December 31,
2002 2001
(Unaudited) (Audited)
-------------------- --------------------
CURRENT ASSETS:
Cash and cash equivalents $ 531,407 $ 689,030
Accounts receivable - trade, net of allowance for doubtful
accounts of -0- in 2002 and 2001 1,331,633 1,392,751
Prepaid expenses 321,689 124,081
-------------------- --------------------
Total current assets 2,184,729 2,205,862
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OIL AND GAS PROPERTIES,
using the successful efforts method of accounting 52,262,527 52,045,178
OTHER PROPERTY AND EQUIPMENT 2,390,539 2,352,166
Less accumulated depreciation, depletion,
and amortization (6,756,792) (6,235,251)
-------------------- --------------------
Net oil and gas properties and
other property and equipment 47,896,274 48,162,093
-------------------- --------------------
OTHER ASSETS
Deposits 37,442 37,442
Debt issue cost, net 451,213 506,230
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Total other assets 488,655 543,672
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TOTAL ASSETS $ 50,569,658 $ 50,911,627
==================== ====================
The Notes to Consolidated Financial Statements are an integral part of these statements.
3
GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2002 2001
(Unaudited) (Audited)
-------------------- --------------------
CURRENT LIABILITIES
Notes payable $ 2,925,270 $ 2,821,020
Notes payable - related parties 40,000 40,000
Current portion of long-term debt 3,742,547 6,065,588
Current portion of long-term debt - related parties 216,395 222,687
Accounts payable - trade 3,842,854 3,099,399
Accrued expenses 243,988 243,671
-------------------- --------------------
Total current liabilities 11,011,054 12,492,365
-------------------- --------------------
LONG-TERM DEBT, net of current portion 27,940,555 26,330,589
-------------------- --------------------
LONG-TERM DEBT, RELATED PARTIES 209,771 211,368
-------------------- --------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 170 170
Common stock 18,493 18,493
Additional paid-in capital 28,164,712 28,164,712
Retained deficit (16,775,097) (16,306,070)
Long-term accounts and notes receivable - related
parties, net of allowance for doubtful accounts of
$740,478 in 2002 and 2001
-------------------- --------------------
Total stockholders' equity 11,408,278 11,877,305
-------------------- --------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 50,569,658 $ 50,911,627
==================== ====================
The Notes to Consolidated Financial Statements are an integral part of these statements.
4
GULFWEST ENERGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)
2002 2001
------------------- -------------------
OPERATING REVENUES
Oil and gas sales $ 2,526,242 $ 2,959,753
Well servicing revenues 12,122 4,030
Operating overhead and other income 110,509 93,956
------------------- -------------------
Total operating revenues 2,648,873 3,057,739
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OPERATING EXPENSES
Lease operating expenses 1,376,683 1,271,683
Cost of well servicing operations 18,561 23,612
Depreciation, depletion and amortization 606,641 448,551
General and administrative 407,076 383,109
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Total operating expenses 2,408,961 2,126,955
------------------- -------------------
INCOME FROM OPERATIONS 239,912 930,784
------------------- -------------------
OTHER INCOME AND EXPENSE
Interest expense (691,875) (681,117)
Gain (loss) on sale of assets 11,061 (2,654)
------------------- -------------------
Total other income and expense (680,814) (683,771)
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INCOME (LOSS) BEFORE INCOME TAXES (440,902) 247,013
INCOME TAXES
------------------- -------------------
NET INCOME (LOSS) (440,902) 247,013
DIVIDENDS ON PREFERRED STOCK
(PAID 2002 - $28,125; 2001 - $-0-) (28,125)
------------------- -------------------
NET INCOME (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS (469,027) 247,013
=================== ===================
INCOME (LOSS) PER COMMON SHARE -
BASIC AND DILUTED $ (.03) $ .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 THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)
2002 2001
------------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (440,902) $ 247,013
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation, depletion, and amortization 606,641 448,551
(Gain) loss on sale of assets (11,061) 2,654
(Increase) decrease in accounts receivable - trade, net (121,624) 435,147
(Increase) decrease in prepaid expenses (197,608) (158,418)
Increase (decrease) in accounts payable and
accrued expenses 743,772 855,907
-----------------
Cash provided by operating activities 579,218 1,830,854
------------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 668,247 21,423
Purchase of property and equipment (712,025) (1,682,125)
------------------- -----------------
Net cash used in investing activities (43,778) (1,660,702)
------------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt (1,126,856) (1,014,126)
Proceeds from debt issuance 461,918 230,000
Debt issue cost (5,139)
Dividends paid (28,125)
------------------- -----------------
Net cash used in financing activities (693,063) (789,265)
------------------- -----------------
DECREASE IN CASH AND CASH EQUIVALENTS (157,623) (619,113)
CASH AND CASH EQUIVALENTS, beginning of period 689,030 663,032
------------------- -----------------
CASH AND CASH EQUIVALENTS, end of period $ 531,407 $ 43,919
=================== =================
CASH PAID FOR INTEREST $ 688,856 $ 729,483
=================== =================
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
MARCH 31, 2002 AND 2001
(UNAUDITED)
1. During interim periods, we follow the accounting policies set forth in our
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Users of financial information produced for interim periods are
encouraged to refer to the footnotes contained in the Annual Report when
reviewing interim financial results.
2. The accompanying financial statements include the Company and its
wholly-owned subsidiaries: RigWest Well Service, Inc. formed September 5,
1996; GulfWest Texas Company formed September 23, 1996; DutchWest Oil
Company formed July 28, 1997; Southeast Texas Oil and Gas Company, L.L.C.
acquired September 1, 1998; SETEX Oil and Gas Company formed August 11,
1998; GulfWest Oil & Gas Company formed February 8, 1999; LTW Pipeline
Co. formed April 19, 1999; 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 cash flows of GulfWest Energy Inc. for the
interim periods.
4. Non-cash Investing and Financing Activities
During the three month period ended March 31, 2002, we acquired $48,224 of
other property and equipment through notes payable to financial
institutions. We also acquired $182,742 of oil producing properties in
exchange of accounts receivable from a related party.
5. We entered into an agreement with an energy lender, commencing in May 2000,
to hedge a portion of our oil and gas sales for the period of May 2000
through April 2004. The agreement calls for initial volumes of 7,900
barrels of oil and 52,400 Mmbtu of gas per month, declining monthly
thereafter. We entered into a second agreement with the energy lender,
commencing September 2001, to hedge an additional portion of our oil and
gas sales for the periods of September 2001 through July 2004 and September
2001 through December 2002, respectively. The agreement calls for initial
volumes of 15,000 barrels of oil and 50,000 Mmbtu of gas per month,
declining monthly thereafter. As a result of these agreements, we realized
an increase in revenues of $251,200 for the three-month period ended March
31, 2002 and a reduction in revenues of $726,100 for the three-month period
ended March 31, 2001, which is included in oil and gas sales.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Overview
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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 March 31, 2002 compared to Three Month Period Ended
March 31, 2001.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the first quarter decreased 15% from $2,959,800 in 2001 to $2,526,200 in 2002.
This was due to oil prices decreasing 20% and gas prices decreasing 47%,
partially offset by an increase in sales volumes of 48% for oil and 12% for gas.
Operating Overhead and Other Income. Revenues from these activities
increased 18% from $94,000 in 2001 to $110,500 in 2002. This was due to an
increase in Other Income from natural gas gathering and marketing fees.
Costs and Expenses
Lease Operating Expenses. Lease operating expenses increased 8% from
$1,271,700 in 2001 to $1,376,700 in 2002. This was primarily due to the
acquisition of additional properties and increased costs related to higher oil
and gas production.
Depreciation, Depletion and Amortization (DD&A). DD&A increased 35%
from $448,600 in 2001 to $606,600 in 2002, as a result of the acquisition of
additional oil and gas properties.
8
General and Administrative (G&A) Expenses. Our G&A expenses
increased 6% from $383,100 in 2001 to $407,100 in 2002 due to expenses
associated with an increase in the number of oil and natural gas assets that we
manage.
Interest Expense. The increase in our debt associated with additional
acquisitions and our capital development program from $22,500,000 in 2001 to
$35,100,000 in 2002, offset by the decrease in our average interest rate from
12.1% in 2001 to 7.9% in 2002 resulted in a 2% increase in interest expense from
$681,100 in 2001 to $691,900 in 2002.
Financial Condition and Capital Resources
-----------------------------------------
At March 31, 2002, our current liabilities exceeded our current assets by
$8,826,300. We had a loss of $440,900 for the quarter compared to a profit of
$247,000 for the period in 2001.
During the first quarter of 2002, we sold 78,600 barrels of crude oil and
357,600 Mcf of natural gas compared to 53,200 barrels of crude oil and 318,100
Mcf of natural gas in the first quarter of 2001. Revenue for crude oil sales for
the quarter was $1,520,300 in 2002 compared to $1,284,200 in 2001 and for
natural gas sales was $1,006,000 in 2002 compared to $1,675,600 in 2001.
In the year 2002, we plan to use the remaining $5 million in our credit
line for the development of certain properties, including the drilling of a deep
gas well in Louisiana that is currently underway, the drilling of two horizontal
wells in our Madisonville, Texas field, and the workover of several wells in our
Grand Lake, Louisiana field. If successful, the increased production and sales
resulting from these development projects, along with the recent increase in oil
and gas prices, should return us to profitability. Also this year, we are
proceeding with the sale of certain of our non-core properties and, when
completed, will use the proceeds to retire debt and meet a $1 million payment to
a lender due in August 2002.
Finally, as another significant step, we have entered into discussions with
certain investment bankers and advisors regarding financial alternatives to
support our continued growth through acquisitions and development, and the
restructuring of our existing debt. Our goal is to sell equity through a private
placement, use part of the proceeds to continue our development program and the
balance to retire a portion of our existing debt, enabling us to refinance the
remainder.
9
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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No matter was submitted to a vote of our security holders during the
first quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) Exhibits -
Number Description
------ -----------
*3.1 Articles of Incorporation of the Registrant and
Amendments thereto.
*3.2 Bylaws of the Registrant.
#10.1 GulfWest Oil Company 1994 Stock Option and
Compensation Plan, amended and restated as of
April 15, 1998 and approved by the shareholders on
May 28, 1998.
---------------
* Previously filed with the Company's Registration
Statement (on Form S-1, Reg. No. 33-53526), filed
with the Commission on October 21, 1992.
# Previously filed with the Company's Definitive
Proxy Statement dated April 24, 1998, filed with
the Commission on April 24, 1998.
(b) Form 8-K -
None.
10
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: May 14, 2002 By: /s/ Thomas R. Kaetzer
Thomas R. Kaetzer
President
Date: May 14, 2002 By: /s/ Jim C. Bigham
Jim C. Bigham
Executive Vice President and
Secretary
Date: May 14, 2002 By: /s/ Richard L. Creel
Richard L. Creel
Vice President of Finance
11