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Isramco Inc – ‘10QSB’ for 6/30/97

As of:  Thursday, 8/14/97   ·   For:  6/30/97   ·   Accession #:  1000096-97-570   ·   File #:  0-12500

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/97  Isramco Inc                       10QSB       6/30/97    2:25K                                    Mitchell Fi… Printing/FA

Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    13     54K 
 2: EX-27       Financial Data Schedule                                1      6K 


10QSB   —   Quarterly Report — Small Business
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Financial statements
"Item 2. Management's discussion and analysis of financial statements 6-10
8Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
12Item 5. Other Information
"Item 6. Reports on Form 8-K
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For six months ended June 30, 1997 Commission File No. 283574 ISRAMCO, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-3145265 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 575 Madison Avenue, Suite 1006, New York, New York 10022 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-605-0417 NOT APPLICABLE -------------------------------------------------------------------------------- (Former name, former address and formal fiscal year if changed since last report) 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 twelve months (or for such shorter period that the registrant was required to such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- 26,398,523 Common Shares were outstanding as of June 30, 1997.
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ISRAMCO, INC. INDEX PAGE NO. -------- Part I. Financial Information Item 1. Financial statements Condensed consolidated balance sheets: - June 30, 1997 (unaudited) - December 31, 1996 1 Condensed consolidated statements of operations: - Three months ended June 30, 1997 and 1996 (unaudited) - Six months ended June 30, 1997 and 1996 (unaudited) 2 Condensed consolidated statements of cash flows: - Six months ended June 30, 1997 and 1996 (unaudited) 3 Notes to condensed consolidated financial statements 4-5 Item 2. Management's discussion and analysis of financial statements 6-10 Part II. Other information Signatures 11
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ISRAMCO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, ASSETS 1997 1996 ------ ------------ ------------ (Unaudited) Current assets: Cash including cash equivalents $ 14,576,060 $ 15,999,022 Accounts receivable - oil and gas sales 198,852 Marketable securities, at market 7,317,055 6,477,954 Prepaid expenses and other 301,974 338,318 ------------ ------------ Total current assets 22,393,941 22,815,294 Oil and gas properties, net 4,404,375 Equipment, net 131,203 65,172 Covenants not to compete, net 317,500 382,500 Other assets 94,238 ------------ ------------ T O T A L $ 27,341,257 $ 23,262,966 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current Liabilities: Accounts payable and accrued expenses $ 396,445 $ 334,422 Current portion of long-term debt 781,200 ------------ ------------ Total current liabilities 1,177,645 334,422 Long-term debt 3,086,834 ------------ ------------ 4,264,479 334,422 Minority interest 204,511 ------------ ------------ 4,468,990 334,422 Shareholders' equity: Common stock, $.01 par value: authorized 75,000,000 shares: issued 26,691,198 266,912 266,912 Additional paid-in-capital 25,927,635 25,927,635 Accumulated deficit (3,158,382) (3,102,105) Treasury stock; 292,675 shares (163,898) (163,898) ------------ ------------ 22,872,267 22,928,544 ------------ ------------ T O T A L $ 27,341,257 $ 23,262,966 ============ ============ See notes to financial statements. - 1 -
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[Enlarge/Download Table] ISRAMCO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ---------------------------- ---------------------------- 1997 1996 1997 1996 ---------------------------- ---------------------------- Revenues: Operator fees from related party $ 108,000 $ 126,000 $ 216,000 $ 252,252 Oil and gas sales 483,158 1,040,227 Interest income 255,726 262,803 540,246 570,409 Gain(loss) on marketable securities (571,770) 1,583,090 (236,244) 1,749,012 Office services to affiliates and other 136,467 120,094 255,731 252,470 ------------ ------------ ------------ ------------ Total revenue 411,581 2,091,987 1,815,960 2,824,143 ------------ ------------ ------------ ------------ Expenses: Interest expense 129,834 1,517 160,158 1,993 Depreciation,depletion and amortization 125,551 9,927 305,719 20,062 Lease operating expenses 205,485 379,056 Operator costs 113,697 185,646 329,855 353,428 General and administrative - in part to related parties 439,925 480,282 667,242 697,450 Research and development (1,041) ------------ ------------ ------------ ------------ Total expenses 1,014,492 677,372 1,842,030 1,071,892 ------------ ------------ ------------ ------------ Income (loss) before taxes and minority interest (602,911) 1,414,615 (26,070) 1,752,251 Provision (benefit) for income taxes ------------ ------------ ------------ ------------ Income (loss) from operations before minority interest (602,911) 1,414,615 (26,070) 1,752,251 Minority interest 3,671 (30,207) ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (599,240) $ 1,414,615 $ (56,277) $ 1,752,251 ============ ============ ============ ============ Earnings (loss) per share $ (0.02) $ 0.05 $ -- $ 0.07 ============ ============ ============ ============ Weighted average number of shares 26,398,523 26,495,009 26,398,523 26,592,562 ============ ============ ============ ============ See notes to financial statements. - 2 -
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[Enlarge/Download Table] ISRAMCO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, -------------------------------- 1997 1996 ------------ ------------ Cash flow from operating activities: Net income (loss) $ (56,277) $ 1,752,251 Adjustment to reconcile net income (loss) to net cash (used in) operating activities Depreciation, depletion and amortization 305,719 29,264 Minority interest 30,207 (Gain) Loss on marketable securities 236,244 (1,749,012) (Gain) Loss on sale of property and equipment (2,984) 6,588 Changes in assets and liabilities: Accounts receivable (39,364) Prepaid expenses and other current assets 107,544 (253,489) Other assets 207,293 (447,500) Accounts payable and accrued expenses (26,937) 30,075 Purchase of marketable securities (2,070,281) (1,211,073) Proceeds from sale of marketable securities 994,936 887,163 ------------ ------------ Net cash (used in) operating activities (313,900) (955,733) Cash flows from investing activities: Purchase of oil and gas properties (2,774,842) (9,202) Purchase of equipment (69,868) (2,120) Proceeds from sale of equipment 5,616 460 Purchase of Jay Petroleum LLP from (1,035,673) affiliate, net of cash acquired Other 27,360 ------------ ------------ Net cash (used in) investing activities (3,847,407) (10,862) ------------ ------------ Cash flows from financing activities: Purchase of treasury stock (163,898) Proceeds of borrowings, net 2,785,534 Payment of loan cost (47,189) ------------ ------------ Net cash provided by (used in) financing activities 2,738,345 (163,898) ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,422,962) (1,130,493) Cash and cash equivalents, beginning of period 15,999,022 16,506,242 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 14,576,060 $ 15,375,749 ============ ============ Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 160,158 $ 1,993 See notes to financial statements. - 3 -
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ISRAMCO, INC. AND SUBSIDIARIES NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) (NOTE 1): --------- As used in these financial statements, the term "Company" refers to Isramco, Inc. and subsidiaries. (NOTE 2): --------- The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. (NOTE 3)- Consolidation: ------------------------ The consolidated financial statements include the accounts of the Company, its direct and indirect wholly owned subsidiaries, Isramco Oil & Gas Ltd. ("Oil & Gas") and Isramco Underwriters, Ltd., both Israeli companies, Isramco Resources, Inc., a British Virgin Islands company, its majority owned subsidiary, Jay Petroleum, LLC ("Jay") and an immaterial foreign wholly owned subsidiary. All intercompany balances and transactions have been eliminated. Another wholly owned subsidiary of the Company, Isramco Management (1988) Ltd., an Israeli company, is not included in the consolidation because the Company has no voting rights. This entity serves as the nominee for the unit holders of a limited partnership and has no significant assets or operations. (NOTE 4) - Acquisition of Oil and Gas Properties: ------------------------------------------------- On February 5, 1997 the Company acquired an 82.9% membership interest in Jay at an aggregate cost of $1.2 million; $677,500 for a 50% interest from NIR Resources, Inc. ("NIR"), $363,750 for a 25% interest from Stonewall Resources, LLC, and $132,650 as a capital contribution to Jay for a 7.9% interest. The Company's share of profits after recovery of its investment is 70.06%. NIR is a wholly owned subsidiary of Naphtha Israel Petroleum Corporation Limited, holder of 36% of the Company's outstanding common stock. (continued) 4
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ISRAMCO, INC. AND SUBSIDIARIES NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) (NOTE 4) - Acquisition of Oil and Gas Properties: (continued) ------------------------------------------------- On February 13, 1997 Jay acquired from Snyder Oil Corporation of Fort Worth, Texas, various operated and nonoperated interests in oil and gas wells in Louisiana, Texas and Wyoming for a cost of $3.1 million. The acquisition was financed primarily with bank financing obtained by Jay through a $10 million Master Note Facility with Comerica Bank - Texas, Houston, Texas. Isramco, Inc. is not a borrower or guarantor under this Master Note Facility. The acquisitions have been accounted for as purchases. Accordingly, the consolidated financial statements include the operations of the acquired entities from the dates of acquisition. (NOTE 5) - Income Taxes: ------------------------ The provision (benefit) for income taxes (current or deferred) for the three and six month periods presented was fully offset by a decrease or increase in the valuation allowance. (NOTE 6) - Long-term Debt: -------------------------- At June 30, 1997, Jay has outstanding indebtedness of $3,868,000 under a bank loan facility of $10 million. The loan bears interest at prime plus 1.5% with monthly payments of $65,000 plus interest and matures in February 2000. The loan is secured by oil and gas properties and shall never exceed the "Borrowing Base", as defined, which is subject to annual redetermination. 5
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- During the six month period ended June 30, 1997 the Company invested in certain oil and gas activities in the United States through Jay Petroleum LLC ("Jay") and continued to participate in work programs in the Negev Med Venture, the Yam Ashdod Carveout and the Shederot Venture in Israel as hereinafter discussed. The consolidated financial statements for the six month period ended June 30, 1997 include the operations of Jay from the date of acquisition. Liquidity and Capital Resources ------------------------------- The decrease in the Company's consolidated cash and cash equivalents of $1,422,962 from December 31, 1996 to $14,576,060 at June 30, 1997 is the result of net cash outflows of $3,847,407 from investing activities, $313,900 from operating activities and $2,738,345 cash inflows from financing activities. The investing activities consist principally of approximately $1,000,000 used by the Company to purchase its membership interest in Jay and approximately $2,770,000 used by Jay to acquire from Snyder Oil Corporation of Fort Worth, Texas ("Snyder") various operated and non-operated interest in oil and gas wells in Louisiana, Texas and Wyoming. The financing activities relate to non-recourse bank financing of the Snyder acquisition. Isramco, Inc. is not a borrower or guarantor under this bank financing. In the six month periods ended June 30, 1997 and 1996 the Company had net cash outflow from the purchase and sale of marketable securities of $1,075,345 and $323,910, respectively. As of June 30, 1997, the Company owned 5.5% of the issued shares of J.O.E.L. - Jerusalem Oil Exploration Ltd. ("JOEL"), the controlling shareholder of Naphtha Israel Petroleum Company Ltd. ("Naphtha"), Naphtha through a wholly owned subsidiary holds approximately 37% of the Company's outstanding common stock. Shares of JOEL and Naphtha are traded on the Tel Aviv Stock Market. Jay has outstanding indebtedness of $3,868,000 under a credit facility with Comerica Bank - Houston, Texas. The credit facility provides for an interest rate of prime plus 1.25% with payments of $65,000 plus interest monthly. The loan is due on February 5, 2000. Additional draw downs under the Comerica Bank Credit Facility require bank approval and the loan is subject to an annual borrowing base redetermination review. The Company believes that it has sufficient funds to fulfill its present capital requirements. - 6 -
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Oil and Gas Revenues -------------------- Three Months Ended Six Months Ended June 30, 1997 June 30, 1997 ------------------------------------------- Oil Volume Sold (Barrels) Farmers 3,921 8,921 Snyder 5,811 9,411 Total 9,732 18,332 Gas Volume Sold (MCF) Farmers 67,027 122,827 Snyder 96,423 189,323 Total 163,450 312,150 Oil Sales ($) Farmers 77,851 186,851 Snyder 107,698 186,698 Total 185,549 373,549 Gas Sales ($) Farmers 121,236 266,236 Snyder 176,443 400,443 Total 297,679 666,679 Average Unit Price Oil ($/Bbl) * $19.07 $20.38 Gas ($/MCF) ** $ 1.82 $ 2.14 * Bbl - Stock Market Barrel Equivalent to 42 U.S. Gallons ** MCF - 1,000 Cubic Feet - 7 -
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Results of Operations --------------------- United States ------------- During the second quarter Jay completed the installation of the water flood project in Jack County, Texas. Jay is monitoring response of the producing wells to the water injection. Drilling of the gas well in Garfield County, Oklahoma, which was originally scheduled for the second quarter was delayed. Jay plans to drill the well in the fourth quarter of 1997. Israel ------ Negev Med Venture ----------------- During the six month period ended June 30, 1997 the Negev Med Venture extended $219,976. The Company's share is 1.0043% or $2,209. Yam Ashdod Venture (within the Med Ashdod License) -------------------------------------------------- During the six month period ended June 30, 1997, the work program in the Yam Ashdod Carveout Venture consisted of searching for suitable rig for re-entry and deepening the Yam 2 well and/or another deep well and continue attempts of coordination with Ministry of Defense. The Company as of this date has not been successful with its efforts in this regard. In this period a survey and inspection of the wellhead of the Yam 2 well were carried out. The findings were sent to an engineering company for valuation and for preparing a risk analysis. During the six month period ended June 30, 1997 the Yam Ashdod Carveout Venture expended $113,311. The Company's share is 1.0043% or $1,138. Shederot Venture ---------------- During the six month period ended June 30, 1997, the Company as the operator continued the preparatory work of the drilling prospect, the drilling program (including locating the availability of equipment and materials in Israel) and surveying the proposed well site. On July 24, 1997 the Company as the Operator signed a drilling contract with Lapidoth Israel Oil Prospectors Corporation, Ltd. to drill the Gevim 1 well. The well is planned to a depth of approximately 14,700 feet at an estimated cost of $6.3 million including production tests. The spud date is planned for November 1997 with the length of drilling expected to be approximately three to four months. The participants in the license have been requested to approve an authorization for expenditure (AFE) for $6.3 million to drill the well by August 31, 1997. The Company's share is 1.0043% of $63,271. Isramco - Negev 2 Limited Partnership has notified the Company that in case there is not full response from all the participants for the AFE, it will issue a sole risk announcement, which will enable it to enlarge its percentage in order to complete the full 100% participation in the well. - 8 -
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During the six month period ended June 30, 1997, the Shederot Venture expended $80,645. The Company's share is 1.0043% or $810. The total AFEs approved by the participants from inception date until June 1997 is $441,000. The Company's share is 1.0043% of $4,429. Operator's Fees --------------- In the six month periods ended June 30, 1997 and 1996, the Company earned $216,000 and $252,252, respectively, which were based on the minimum monthly compensation for each period. The Company believes that operator's fees during July - December 1997 will be approximately $130,000 above the minimum monthly compensation which at present is $36,000 per month, as a result of the spudding of the Gevim 1 well. Oil and Gas Revenues -------------------- In the six month and three month periods ended June 30, 1997 the Company had oil and gas revenues of $1,040,227 and $483,158, respectively. There were no oil and gas revenues for the comparable period. Lease Operating Expenses ------------------------ In the six month period ended June 30, 1997, the oil and gas expenses were mainly in connection with oil and gas fields in the United States, as compared to the same period in 1996 in which all these expenses were mainly in the various ventures in Israel and are included in depreciation, depletion and amortization expenses. Oil and gas lease operating expenses in the United States in the six and three month periods ended June 30, 1997 were approximately $379,000 and $205,000, respectively. Interest Income --------------- Interest income decreased in the six month period ended June 30, 1997 compared to interest income in the six month period June 30, 1996 mainly due to lower average investment balances. Loss on Marketable Securities ----------------------------- In the six and three month periods ended June 30, 1997 the Company had net realized and unrealized losses of $236,244 and $571,770, respectively, compared to gains of $1,749,012 and $1,583,090 in the same periods in 1996, mainly as a result of the change in the dollar rate exchange to the Israeli shekel and the decrease in JOEL share price in the Tel Aviv Stock Market. The loss for 1997 includes an unrealized loss of $121,709 from the Company's investment in JOEL (in the six month period ended June 30, 1996 - unrealized gain of $1,884,716). As of August 10, 1997, that loss increased by approximately $187,000. - 9 -
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Increase or decrease in the gains and losses from marketable securities are dependent on the market prices in general and the composition of the portfolio of the Company. Operator Costs -------------- Operator's costs decreased in the six and three month periods ended June 30, 1997 as compared to the six and three month periods ended June 30, 1996, primarily as a result of lower manpower costs and rent payments for the Company offices in Israel. Part of the decrease was offset by expenses from foreign currency exchange and legal expenses. General and Administrative Expenses ----------------------------------- General and Administrative expenses during the six month period ended June 30, 1997 in the aggregate were comparable to those during the six month period ended June 30, 1996. General and administrative expenses for the six month period ended June 30, 1997 includes approximately $119,000 added from the operations of Jay and approximately $65,000 of charges resulting from non-compete agreements. Officers' salaries and office services in New York decreased during the six month period ended June 30, 1997 as compared to the same period of 1996. Tax payments during the six month period ended June 30, 1997 were higher than in the same period ended June 30, 1996. Minority Interest ----------------- Minority interest for the six month period ended June 30, 1997 represents the minority share (17.1%) of Jay's net income. PART II. OTHER INFORMATION Item 5. OTHER INFORMATION ----------------- In July 1997 Haim Tsuff, the Chairman of the Board of Isramco, Inc., acquired control of United Kingsway Ltd. from Robert Arckens. United Kingsway Ltd. controls 74% of YHK Limited Partnership ("YHK"). YHK owns 44.5% of Pass-port Ltd. Pass-port Ltd. owns 43.4% of J.O.E.L. - Jerusalem Oil Exploration Ltd. ("JOEL"). JOEL owns 9.6% of Pass-port Ltd. and 86.6% of Naphtha Israel Petroleum Company Ltd. ("Naphtha"). Naphtha owns 100% of Naphtha Holdings Ltd. Naphtha Holdings Ltd. owns of record approximately 37% of the outstanding common stock of the Company. Naphtha Holdings also holds 2,500,000 Class A and 2,500,000 Class B Warrants. The Company holds 5.5% of the shares of JOEL. As a result of the foregoing, Haim Tsuff may be deemed to control the Company. Item 6. REPORTS ON FORM 8-K ------------------- Form 8-K for the month of May, 1997 dated May 21, 1997. - 10 -
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ISRAMCO, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ISRAMCO, INC. --------------------------------------- (Registrant) Date: August 14, 1997 By: /s/ Haim Tsuff ----------------------------------- (Signature) Haim Tsuff Chairman of the Board and Chief Executive Officer By: /s/ Daniel Avner ----------------------------------- (Signature) Daniel Avner President and Principal Accounting Officer - 11 -

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10QSB’ Filing    Date First  Last      Other Filings
2/5/008
12/31/97610KSB
8/31/9710
8/19/97
Filed on:8/14/9713
8/10/9711
7/24/9710
For Period End:6/30/97112
5/21/97128-K
2/13/977
2/5/976
12/31/966810-K
6/30/9621210-Q,  8-K
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