SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NO. 1-12334
FORTUNE NATURAL RESOURCES CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 95-4114732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Commerce Green, 515 W. Greens Rd.,
Suite 720, Houston, Texas 77067
(Address of Principal Executive Offices) (Zip Code)
281-872-1170
-------------------------
Issuer's telephone number
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ___
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
16,383,751 as of July 31, 2000
Transition small business disclosure format (check one) Yes ___ No X
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FORTUNE NATURAL RESOURCES CORPORATION
BALANCE SHEETS
ASSETS
June 30, December 31,
2000 1999
------------ ------------
(Unaudited) (Audited)
CURRENT ASSETS:
Cash and cash equivalents....................... $ 666,000 $ 294,000
Short-term investments.......................... 51,000 -
Accounts receivable............................. 491,000 314,000
Prepaid expenses................................ 25,000 22,000
------------ ------------
Total Current Assets......................... 1,233,000 630,000
------------ ------------
PROPERTY AND EQUIPMENT:
Oil and gas properties, accounted for
using the full cost method.................... 27,526,000 27,302,000
Office and other................................ 384,000 384,000
------------ ------------
27,910,000 27,686,000
Less--accumulated depletion, depreciation
and amortization.............................. (21,981,000) (21,562,000)
------------ ------------
5,929,000 6,124,000
OTHER ASSETS:
Deposits........................................ - 51,000
------------ ------------
TOTAL ASSETS....................................... $ 7,162,000 $ 6,805,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2000 1999
------------ ------------
(Unaudited) (Audited)
CURRENT LIABILITIES:
Current portion of long-term debt............... $ 10,000 $ -
Accounts payable................................ 17,000 33,000
Accrued expenses................................ 116,000 193,000
Royalties and working interests payable......... 51,000 5,000
Accrued interest................................ 69,000 97,000
Deferred salary payable to officers............. 16,000 -
------------ ------------
Total Current Liabilities.................... 279,000 328,000
------------ ------------
LONG-TERM DEBT..................................... 2,295,000 3,235,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized--2,000,000 shares
Issued and outstanding--None................. - -
Common stock, $.01 par value:
Authorized--40,000,000 shares
Issued and outstanding 16,362,802 and
12,259,846 at June 30, 2000 and
December 31, 1999, respectively............ 164,000 123,000
Capital in excess of par value.................. 32,097,000 30,295,000
Accumulated deficit............................. (27,673,000) (27,176,000)
------------ ------------
NET STOCKHOLDERS' EQUITY........................... 4,588,000 3,242,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $ 7,162,000 $ 6,805,000
============ ============
See accompanying notes to financial statements.
2
FORTUNE NATURAL RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
For the Six Months Ended
--------------------------
June 30, June 30,
2000 1999
------------ ------------
(Unaudited)
REVENUES
Sales of oil and gas, net of royalties.......... $ 1,016,000 $ 676,000
Other income.................................... 11,000 24,000
------------ ------------
1,027,000 700,000
COSTS AND EXPENSES
Production and operating........................ 285,000 202,000
Provision for depletion, depreciation and
amortization................................ 419,000 440,000
General and administrative...................... 564,000 648,000
Note restructuring cost......................... - 61,000
Interest payable in cash........................ 138,000 194,000
Interest - amortization of deferred
financing cost................................ - 99,000
------------ ------------
1,406,000 1,644,000
LOSS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM.... (379,000) (944,000)
PROVISION FOR INCOME TAXES......................... - -
------------ ------------
LOSS BEFORE EXTRAORDINARY ITEM..................... (379,000) (944,000)
EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
OF DEBT......................................... (118,000) -
------------ ------------
NET LOSS........................................... $ (497,000) $ (944,000)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING......... 15,328,499 12,165,835
============ ============
NET LOSS PER COMMON SHARE (BASIC AND DILUTED)
Net loss before extraordinary item.............. $ (0.02) $ (0.08)
Extraordinary item.............................. (0.01) -
------------ ------------
Net loss per common share.................... $ (0.03) $ (0.08)
============ ============
See accompanying notes to financial statements.
3
FORTUNE NATURAL RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
For the Three Months Ended
--------------------------
June 30, June 30,
2000 1999
------------ ------------
(Unaudited)
REVENUES
Sales of oil and gas, net of royalties.......... $ 657,000 $ 421,000
Other income.................................... 5,000 9,000
------------ ------------
662,000 430,000
COSTS AND EXPENSES
Production and operating........................ 162,000 113,000
Provision for depletion, depreciation
and amortization.............................. 269,000 230,000
General and administrative...................... 297,000 357,000
Interest payable in cash........................ 69,000 97,000
Interest - amortization of deferred financing cost - 26,000
------------ ------------
797,000 823,000
LOSS BEFORE INCOME TAXES........................... (135,000) (393,000)
PROVISION FOR INCOME TAXES......................... - -
------------ ------------
NET LOSS........................................... $ (135,000) $ (393,000)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING......... 16,358,329 12,193,734
============ ============
NET LOSS PER COMMON SHARE (BASIC AND DILUTED)...... $ (0.01) $ (0.03)
============ ============
See accompanying notes to financial statements.
4
FORTUNE NATURAL RESOURCES CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
Common Stock Capital in Stock-
---------------------- Excess of Accumulated holders'
Shares Amount Par Value Deficit Equity
---------- --------- ------------ ------------ ------------
BALANCE, December 31, 1998........... 12,134,675 $ 121,000 $ 30,171,000 $(25,588,000) $ 4,704,000
---------- --------- ------------ ------------ ------------
Common stock contributed to
401(k) Plan....................... 22,137 - 29,000 - 29,000
Warrants issued for
note restructuring................ - - 61,000 - 61,000
Common stock issued for
directors' fees................... 103,035 2,000 34,000 - 36,000
Common stock returned to treasury.... (1) - - - -
Net loss............................. - - - (1,588,000) (1,588,000)
---------- --------- ------------ ------------ ------------
BALANCE, December 31, 1999........... 12,259,846 $ 123,000 $ 30,295,000 $(27,176,000) $ 3,242,000
Common stock contributed to
401(k) Plan....................... 55,405 1,000 18,000 - 19,000
Common stock issued for
directors' fees................... 19,927 - 13,000 - 13,000
Common stock issued for
conversion of notes............... 2,821,162 28,000 902,000 - 930,000
Common stock issued for premium on
early extinguishment of debt...... 158,132 2,000 116,000 - 118,000
Common stock issued for
exercise of warrants.............. 224,331 2,000 166,000 - 168,000
Common stock issued for
stock offering.................... 824,000 8,000 610,000 - 618,000
Common stock offering expenses....... - - (23,000) - (23,000)
Common stock returned to treasury.... (1) - - - -
Net loss............................. - - - (497,000) (497,000)
---------- --------- ------------ ------------ ------------
BALANCE, June 30, 2000
(Unaudited)....................... 16,362,802 $ 164,000 $ 32,097,000 $(27,673,000) $ 4,588,000
========== ========= ============ ============ ============
See accompanying notes to financial statements.
5
FORTUNE NATURAL RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
For the Six Months Ended
--------------------------
June 30, June 30,
2000 1999
------------ ------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................ $ (497,000) $ (944,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depletion, depreciation and amortization..... 419,000 440,000
Non-cash compensation expense................ - 20,000
Common stock issued for directors' fees...... 13,000 13,000
Common stock issued for premium on early
extinguishment of debt..................... 118,000 -
Amortization of deferred financing cost...... - 99,000
Note restructuring cost...................... - 61,000
------------ ------------
Cash flow before changes in operating
assets and liabilities................... 53,000 (311,000)
Changes in operating assets and liabilities:
Accounts receivable.......................... (177,000) 78,000
Prepaids..................................... (3,000) 27,000
Accounts payable and accrued expenses........ (77,000) (296,000)
Royalties and working interest payable....... 46,000 (12,000)
Accrued interest............................. (28,000) -
Other........................................ 19,000 8,000
------------ ------------
Net cash used in operating activities........... (167,000) (506,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for oil and gas properties......... (224,000) (309,000)
------------ ------------
Net cash used in investing activities........... (224,000) (309,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock.......... 786,000 -
Expenditures for offering costs................. (23,000) -
------------ ------------
Net cash provided by financing activities....... 763,000 -
------------ ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS............................. 372,000 (815,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..... 294,000 1,452,000
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD........... $ 666,000 $ 637,000
============ ============
Supplemental information:
Interest paid in cash........................... $ 166,000 $ 194,000
Non-cash transactions
Common stock issued for 401(k) Plan contribution 19,000 29,000
Common stock issued for directors' fees......... 13,000 13,000
Common stock issued for conversion of notes..... 930,000 -
Common stock issued for premium on
early extinguishment of debt................. 118,000 -
See accompanying notes to financial statements.
6
FORTUNE NATURAL RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(1) LINE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND PROCEDURES
The condensed financial statements at June 30, 2000, and for the periods
then ended included herein have been prepared by Fortune Natural Resources
Corporation, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. However, Fortune believes that the disclosures are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the financial statements
and the notes thereto included in Fortune's latest annual report on Form
10-KSB/A. Certain reclassifications have been made to prior period amounts to
conform to presentation in the current period. In Fortune's opinion, the
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly its financial position and
the results of its operations and its cash flows for the dates and periods
presented. The results of the operations for these interim periods are not
necessarily indicative of the results for the full year.
(2) LONG-TERM DEBT
At June 30, 2000, a summary of long-term debt is as follows:
June 30, December 31,
2000 1999
------------ ------------
Convertible Subordinated Notes
due December 31, 2007................ $ 2,295,000 $ 3,225,000
Credit Lyonnais credit facility
due January 11, 2001................. 10,000 10,000
------------ ------------
Total long-term debt................... 2,305,000 3,235,000
Less current installments.............. (10,000) -
------------ ------------
Long-term debt, excluding
current installments................ $ 2,295,000 $ 3,235,000
============ ===--=======
At June 30, 2000, Fortune had $2,295,000 of 12% subordinated convertible
notes outstanding that are due December 31, 2007. Fortune has realized net
losses for many years, resulting in an accumulated deficit of approximately $28
million at June 30, 2000. As a result of depleting reserves and the sale of
Fortune's interest in East Bayou Sorrel in March 1998, Fortune realized negative
cash flows before changes in operating assets and liabilities of $539,000 and
$478,000 in calendar years 1999 and 1998, respectively, and $86,000 in the first
quarter of 2000. From February through May 2000, Fortune took steps to improve
its short term liquidity by raising net proceeds of $763,000 through the sale of
common stock and the exercise of common stock warrants. See note 6 for
information regarding these stock offerings. Also, during February and March
2000, $930,000 of Fortune's 12% convertible notes were converted to common
stock. The remaining notes are convertible into common stock at $0.75 per share.
Furthermore, as a result of higher oil and gas prices and higher production,
Fortune realized positive cash flow before changes in operating assets and
liabilities during the second quarter of 2000 of $139,000. As a result of these
transactions and improved production and prices, management believes
7
that Fortune has the capital resources to maintain its operations over the next
year. However, based on historical operating results and the uncertainties of
projecting long term production and cash flows from current oil and gas
reserves, Fortune may not be able to repay its convertible subordinated notes
when they become due on December 31, 2007. Management believes that operating
cash flow will increase if Fortune is successful exploiting its inventory of
projects or acquiring producing properties. However, there is no assurances that
cash flow will increase or that it will be sufficient to enable Fortune to repay
the convertible subordinated notes at December 31, 2007.
In the event that Fortune's operating cash flow decreases unexpectedly,
drilling is unsuccessful or management determines to accelerate the growth plans
for Fortune, the Company will require additional equity and debt financing for
our continuing operations. Fortune's projections of production, cash flow and
capital requirements are based upon numerous assumptions about the future,
including: oil and gas prices, production decline rates, costs, absence of major
operating disruptions and catastrophes, timing of projects and markets for our
production. There is no assurance that management's assumptions will be
accurate. If Fortune experiences significant unexpected decreases in cash flow
or increases in capital requirements, and is unable to raise capital, management
will need to take other steps to maintain Fortune's viability over the next
year. Those steps might include reducing overhead further, foregoing our
participation in projects or selling assets.
As discussed above, in February and March 2000, holders of the $930,000 of
Fortune's 12% notes that were convertible at approximately $0.33 per share,
converted those notes into 2,821,162 shares of common stock. As an inducement to
encourage conversion, Fortune paid the noteholders who converted a premium equal
to one year's prepaid interest plus certain accrued interest. This premium was
paid in Fortune common stock valued at $0.75 per share, resulting in the
issuance of an additional 158,132 shares to the noteholders who converted. This
premium was expensed during the first quarter of 2000 as an extraordinary loss
on early extinguishment of debt. Two Renaissance funds, who are each beneficial
owners of more than five percent of Fortune's common stock, converted all of
their combined $700,000 principal amount of notes to stock in this transaction.
Each Renaissance fund received 1,122,394 shares in connection with this
conversion. As a result of this note conversion, Fortune's annual cash interest
expense has been reduced by $111,600.
In March 1999, noteholders representing the still outstanding $2,295,000
principle amount of the convertible subordinated notes agreed to amend the
conversion price of their notes to $0.75 per share, subject to adjustment for
certain future recapitalizations or dividends of Fortune. All notes are
convertible by the holders and/or redeemable by Fortune. The notes are
redeemable at a premium that reduces monthly from 10% to zero from May 1999 to
November 2000. As of August 1, 2000, the premium on redemption was 1.6% of par.
The premium is waived if Fortune's common stock price averages at least $4.50
per share for 30 consecutive trading days. The notes are subordinate to all of
Fortune's secured debt, including the credit facility with Credit Lyonnais. The
notes bear interest at a rate of 12% per year, payable quarterly. The cost
incurred to issue the original notes has been amortized as additional interest
expense over the 18-month period ended May 1, 1999, the first date that the
notes were convertible. As a result of this amortization of issuance costs, the
effective interest rate of the notes over this 18-month period was 21.2%. If any
notes are held to maturity, the effective interest rate to maturity on those
notes will be 13.4%.
For agreeing to amend their conversion price, the amending noteholders
received, for each share into which each of their notes is now convertible, one
three-year warrant, exercisable at $1 per warrant. Fortune valued this warrant
at $0.02 per warrant and expensed the value of all such warrants during the
first quarter of 1999 as note restructuring cost.
8
Fortune's $20 million credit facility with Credit Lyonnais New York Branch
expires January 11, 2001. The borrowing base is currently set at $10,000,
subject to redetermination upon the bank's approval. The interest rate on the
facility is, at Fortune's option, either 1.25% above Credit Lyonnais' base rate
or 4% above LIBOR. The credit facility is secured by a mortgage on substantially
all of Fortune's existing proved oil and gas properties. Fortune is also
required to pay a commitment fee of 0.5% on the unused portion, if any, of the
borrowing base.
Fortune is required by the credit facility to meet a 3 to 1 coverage ratio
of cash flow to fixed-charges for the twelve-months period ended June 30, 2000.
Fortune failed to meet this covenant at June 30, 2000 and has requested a waiver
of this covenant from the bank. If a waiver is not received, Fortune will repay
the $10,000 balance outstanding on the facility.
(3) INCOME TAX EXPENSE
No provision for income taxes was required for the six months ended June
30, 2000.
At June 30, 2000, Fortune estimates it had cumulative net operating loss
carryforwards for federal income tax purposes of approximately $22 million, of
which approximately $7 million is subject to restrictions under I.R.C. 382.
These loss carryforwards are available to offset future federal taxable income,
if any. The net operating losses expire from 2002 through 2020. Fortune is
uncertain as to the recoverability of the above deferred tax assets and has
therefore applied a 100% valuation allowance.
(4) LEGAL PROCEEDINGS
There are no material pending legal proceedings involving any of Fortune's
properties or which involve a claim for damages which exceed 10% of Fortune's
current assets.
(5) COMPUTATION OF LOSS PER SHARE
Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding. Diluted earnings per
common share are not presented because the issuance or conversion of additional
securities would have an antidilutive effect.
(6) STOCK ISSUANCE
In January 2000, Fortune commenced both a private placement offering of
common stock and an incentive warrant exercise program. The private placement
closed March 10, 2000. The incentive warrant exercise program closed June 1,
2000. Fortune raised $618,000 in the private placement (824,000 shares sold at
$0.75 per share) and $168,000 in the incentive warrant exercise (224,331 shares
issued at $0.75 per share). The warrants subject to this program would have been
exercisable otherwise at prices from $2.61 to $3.625 per share. Fortune
determined that the value, if any, associated with reducing the warrant exercise
price in this offering was not material; accordingly, no charge has been
recorded on this transaction.
Barry W. Blank, a beneficial owner of more than five percent of Fortune's
common stock, acquired 51,750 shares of stock in the warrant exercise program.
Also, Renaissance Capital Growth & Income Fund III, Inc. and Renaissance US
Growth and Income Trust PLC, which each beneficially own more than five percent
of Fortune's common stock, each purchased 200,000 shares of stock in the private
placement.
9
In addition to the shares acquired in these offerings, all participants
received one three-year stock-purchase warrant for each share acquired. The
exercise price of one-half of these warrants was set at $1.50 per share; the
exercise price for the remainder is $2.25. Accordingly, Fortune has issued
1,042,331 such new warrants in connection with these transactions.
Fortune's out-of-pocket costs in these transactions were $23,000. The
proceeds from these offerings will be used for anticipated exploration
expenditures and general corporate purposes.
(7) UNDERACCRUAL OF FIRST QUARTER 2000 REVENUE
In early 2000, the South Timbalier 86 well was recompleted and began
producing at a significantly higher rate beginning in February 2000. Because
Fortune owns an overriding royalty interest in this well, we receive very
limited information about this well from the operator. Consequently, we did not
learn of the recompletion until after we released our first quarter results. As
a result, we underestimated the first quarter 2000 revenue accrual by
approximately 29 Mmcfe and $80,000. The effect of this first quarter
underaccrual was to increase second quarter production and revenues by the same
amount. After considering the effect of DD&A, the net effect was to decrease the
second quarter net loss by approximately $40,000.
(8) SUBSEQUENT EVENT
In July 2000, Fortune acquired an approximate 45% non-operating working
interest in a productive property in the Cut Off Field in Louisiana for
approximately $151,000. The partners in the well plan to recomplete the well
during the third quarter of 2000. Fortune's share of the recompletion costs are
estimated to be under $70,000. Fortune is in the process of selling a portion of
this interest to third parties. These transactions could reduce Fortune's
working interest to approximately 35%, recoup approximately $34,000 of Fortune's
cash outlay for the acquisition and reduce Fortune's workover cost to under
$50,000.
10
FORTUNE NATURAL RESOURCES CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At June 30, 2000, Fortune had $2,295,000 of 12% subordinated convertible
notes outstanding. Such convertible subordinated notes are due December 31,
2007. Fortune has realized net losses for many years, resulting in an
accumulated deficit of $28 million at June 30, 2000. As a result of depleting
reserves and the sale of Fortune's interest in East Bayou Sorrel in March 1998,
Fortune realized negative cash flows before changes in operating assets and
liabilities of $539,000 and $478,000 in calendar years 1999 and 1998,
respectively, and $86,000 in the first quarter of 2000. During February through
May 2000, Fortune took steps to improve its short term liquidity by raising net
proceeds of $763,000 through the sale of common stock and the exercise of common
stock warrants. Also, during February and March 2000, $930,000 of Fortune's 12%
convertible notes were converted to common stock. The remaining notes are
convertible into common stock at $0.75 per share.
Also in February 2000, the producing well at South Timbalier Block 86 was
recompleted and by June 2000, was producing approximately 20 million cubic feet
of gas and 100 barrels of condensate per day. Fortune owns a 3.167% overriding
royalty interest, which converts to 4% after payout, in the well. It appears
that the well paid out in May 2000. At current production levels and prices, the
well is adding significantly to Fortune's revenue and cash flow. Fortune has
recently had other successful drilling and workover results which are discussed
below and some of which have not yet impacted operating cash flow. Gas prices
have increased significantly since year end 1999 and the first quarter of 2000.
Oil prices have remained in the $26 to $30 per barrel range. Consequently,
during the second quarter of 2000, Fortune realized positive cash flow before
changes in operating assets and liabilities of $139,000, which exceeded the
negative cash flow realized in the first quarter of 2000. As a result, cash flow
before changes in operating assets and liabilities for the first six months of
2000 was $53,000.
As a result of these transactions and the higher production and prices, we
believe that Fortune has the capital resources to maintain its operations over
the next year. However, based on historical operating results and the
uncertainties of projecting long term production and cash flows from current oil
and gas prices and reserves, Fortune's cash flow could decrease again and we may
not be able to repay its convertible subordinated notes when they become due on
December 31, 2007. We believe that Fortune's operating cash flow will continue
to increase if we are successful in exploiting our inventory of projects or
acquiring producing properties. However, no assurances can be given that cash
flow will increase or that it will be sufficient to enable Fortune to repay the
convertible subordinated notes at December 31, 2007.
In the event that Fortune's operating cash flow decreases unexpectedly,
drilling is unsuccessful or management determines to accelerate the growth plans
for Fortune, we will require additional equity and debt financing to fund our
continuing operations. Fortune's projections of production, cash flow and
capital requirements are based upon numerous assumptions about the future,
including: oil and gas prices, production decline rates, costs, absence of major
operating disruptions and catastrophes, timing of projects and markets for our
production. See the "Forward Looking Statements" herein for a discussion of
risks associated with Fortune and future projections made by us. There is no
assurance that our assumptions will be accurate. If we experience significant
unexpected decreases in cash flow or increases in capital requirements, and we
are unable to raise capital, we will need to take other steps to maintain our
viability over the next year. Those steps might include reducing overhead
further, foregoing our participation in projects or selling assets. Fortune has
been successful in the past in raising capital to fund its operations and/or
repay debt balances substantially greater than that
11
currently outstanding. For example, from 1995 through May 31, 2000, Fortune
raised over $15 million through the issuance of common stock (most of which was
raised in 1995), reduced its total debt by $4.8 million and virtually eliminated
its current maturities of long-term debt. Furthermore, Fortune's debt balance in
2000 is the lowest it has been since 1991. Although there is no assurance
Fortune will be successful in raising capital in the future to fund its
activities, management will continue to look for opportunities to improve
Fortune's financial condition.
RESULTS OF OPERATIONS
COMPARISON OF 2000 OPERATING RESULTS TO 1999
QUARTER ENDED JUNE 30, 2000 AND 1999
Successful drilling results from 1999 and 2000 are partially offsetting
production declines from depletion. New production from two successful year-end
1998 drilling projects, at South Timbalier Block 86 and Espiritu Santo Bay,
began contributing revenues during the quarter ended June 30, 1999. Revenues
from Bay Marchand Block 5 and the Bacon prospect began contributing revenues
during the third quarter of 1999. Increases in oil and gas prices in the second
quarter 2000 offset lower oil and gas production. An underaccrual of first
quarter 2000 revenues also contributed to higher revenue reported in the second
quarter 2000. Consequently, Fortune's oil and gas revenues for the quarter ended
June 30, 2000 increased 56% to $657,000 compared to $421,000 reported during the
second quarter of 1999. Fortune's net loss also improved to $135,000 during the
second quarter of 2000 compared to a net loss of $393,000 for the same 1999
period. The lower 2000 loss is due to a combination of the higher oil and gas
prices, lower costs and the effect of the first quarter 2000 underaccrual.
Analysis of change in oil and gas revenues -
Quarter Ended June 30,
---------------------- Percent
2000 1999 Change
---------- ---------- ----------
Production
Oil - Bbl 3,400 4,100 (18)%
Gas - Mcf 163,700 152,500 7 %
Prices
Oil - $/Bbl $ 29.40 $ 17.75 66 %
Gas - $/Mcf 3.41 2.28 49 %
Revenues
Oil $100,000 $ 73,000 36 %
Gas 557,000 348,000 60 %
In early 2000, the South Timbalier 86 well was recompleted and began
producing at a significantly higher rate beginning in February 2000. By June
2000, the well was producing at approximately 20 million cubic feet per day.
Because Fortune owns an overriding royalty interest in this well, we receive
very limited information about this well from the operator. Consequently, we did
not learn of the recompletion until after we released our first quarter results.
As a result, we underestimated the first quarter 2000 revenue accrual by
approximately 29 Mmcfe and $80,000. The effect of this first quarter
underaccrual was to increase second quarter production and revenues by the same
amount. After considering the effect of DD&A, the net effect was to decrease the
second quarter net loss by approximately $40,000. The $236,000 increase in oil
and gas revenue from 1999 to 2000 is primarily attributable to the increase in
oil and gas prices and the first quarter underaccrual. Without the effect of the
first quarter underaccrual, oil and gas production would have decreased by 24%
and 11%, respectively and oil and gas revenues would have increased by 27% and
39%, respectively, from the prior year.
12
Analysis of change in selected expenses -
Quarter Ended June 30,
---------------------- Percent
2000 1999 Change
---------- ---------- ----------
Production and operating expense $ 162,000 $ 113,000 43%
- per MCFE 0.88 0.64 38%
Depreciation, depletion and
amortization 269,000 230,000 17%
- per MCFE 1.46 1.30 12%
Production and operating expense increased by $49,000 for the second
quarter of 2000 versus 1999 because of higher production taxes, more producing
properties in 2000 and $37,000 for workovers in 2000 versus none during the same
1999 period. These factors contributed to the higher per MCFE operating cost in
2000.
Fortune's provision for depletion, depreciation and amortization (DD&A)
increased by $39,000 in the second quarter of 2000 as compared to 1999 primarily
because of a higher depletable oil and gas property balance in relation to
proved reserves at June 30, 2000.
Quarter Ended June 30,
---------------------- Percent
2000 1999 Change
---------- ---------- ----------
General and administrative expense $ 297,000 $ 357,000 (17)%
Interest - cash 69,000 97,000 (29)%
- non-cash - 26,000 N/A
Interest expense payable in cash decreased by $28,000 in 2000 compared to
1999 because of the note conversion discussed above. Non-cash interest expense
in 1999 was for amortization of debt financing costs, which were fully amortized
by the end of April 1999.
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Significantly higher oil and gas prices are the primary contributors to
higher oil and gas revenues and a lower net loss in 2000 compared to the same
1999 period. Fortune's net loss decreased 47% to $497,000 during the first six
months of 2000 compared to a net loss of $944,000 for the same 1999 period.
Analysis of change in oil and gas revenues -
Six Months Ended
June 30
---------------------- Percent
2000 1999 Change
---------- ---------- ----------
Production
Oil - Bbl 6,700 7,500 (10)%
Gas - Mcf 262,800 275,400 (5)%
Prices
Oil - $/Bbl $ 28.43 $ 14.30 99 %
Gas - $/Mcf 3.14 2.07 52 %
Revenues
Oil $191,000 $107,000 79 %
Gas 825,000 569,000 45 %
13
Depletion was the primary contributor to the decrease in production. The
$340,000 increase in oil and gas revenue from 1999 to 2000 is primarily
attributable to the 99% increase in oil prices and the 52% increase in gas
prices.
Analysis of change in selected expenses -
Six Months Ended
June 30,
---------------------- Percent
2000 1999 Change
---------- ---------- ----------
Production and operating expense $ 285,000 $ 202,000 41 %
- per MCFE 0.94 0.63 49 %
Depreciation, depletion and
amortization 419,000 440,000 (5)%
- per MCFE $ 1.38 $ 1.37 1 %
Production and operating expense increased by $83,000 for the first six
months of 2000 versus 1999 because of higher production taxes, more producing
properties in 2000 and $44,000 of workovers in 2000 versus none during the same
period in 1999. These factors also contributed to the higher 2000 operating cost
per MCFE.
Fortune's provision for DD&A decreased by $21,000 in the first six months
of 2000 as compared to 1999 primarily because of lower production.
Six Months Ended
June 30,
---------------------- Percent
2000 1999 Change
---------- ---------- ----------
General and administrative expense $ 564,000 $ 648,000 (13)%
Interest - cash 138,000 194,000 (29)%
- non-cash - 99,000 N/A
Interest expense payable in cash decreased by $56,000 in 2000 compared to
1999 because of the note conversion discussed above. This note conversion
resulted in the $118,000 non-cash extraordinary loss on early extinguishment of
debt in 2000 which represents a premium equal to one year's interest paid in
common stock to the converting noteholders. In 1999, Fortune incurred $61,000 of
non-cash note restructuring expense for the value of warrants issued to
noteholders who agreed to amend the terms of their notes. Non-cash interest
expense in 1999 was for amortization of debt financing costs, which were fully
amortized by the end of April 1999.
LIQUIDITY AND CAPITAL RESOURCES
CASH BALANCE, WORKING CAPITAL AND CASH FLOWS FROM OPERATING ACTIVITIES
Fortune used $167,000 of cash in its operating activities during the first
six months of 2000 compared to $506,000 during the same 1999 period. Before
considering the effect of changes in operating assets and liabilities, cash flow
was a positive $53,000 during 2000 compared to a negative $311,000 during 1999.
As discussed above, higher oil and gas prices and lower expenses account for
this increase in cash flow. Cash and working capital at June 30, 2000 increased
significantly from December 31,1999 because of the capital raised during 2000
discussed above.
14
Analysis of changes in selected liquidity measures -
As of
-----------------------
June 30, December 31, Percent
2000 1999 Change
---------- ---------- ----------
Cash balance $ 666,000 $ 294,000 127 %
Net working capital 954,000 302,000 216 %
Long-term debt 2,295,000 3,235,000 (29)%
Quarter ended June 30,
----------------------- Percent
2000 1999 Change
---------- ---------- ----------
Cash flow from operations before
changes in operating assets
and liabilities $ 53,000 $ (311,000) N/A
Cash flow from operating activities
after changes in operating
assets and liabilities (167,000) (506,000) 67%
CASH USED IN INVESTING ACTIVITIES - CAPITAL EXPENDITURES
Expenditures for oil and gas properties for the first six months of 2000
were $224,000 compared to $309,000 for the first six months of 1999.
The 2000 expenditures include primarily:
- expenditures for the unsuccessful completion attempt at the
Espiritu Santo Bay 210 #6.
- drilling and completion expenditures for the successful Brook #1
well at Cadiz prospect;
- drilling and completion expenditures for the successful Bacon
prospect Ivy 24-11;
- drilling and completion for the successful La Rosa Rooke C-6 and
C-7 wells;
- expenditures for the multiple well recompletion program at La Rosa; and
- expenditures for the attempted recompletion at Estherwood prospect
in Louisiana that was abandoned in January 2000.
The 1999 expenditures include primarily:
- additional leases at Espiritu Santo Bay;
- seismic interpretation at Espiritu Santo Bay and La Rosa;
- completion expenditures for two wells at Espiritu Santo Bay, ST 216 #16
and ST 210 #5; and
- completion expenditures for the Bacon prospect Anderson 24-7 well.
15
The 2000 activities are discussed below.
Testing of Fortune's Grass Island 210-#6 well at Espiritu Santo Bay
concluded in June 2000. Although the frio sands flowed natural gas
intermittently, the sands were tight and lacked sufficient permeability to
produce at consistent economic rates. It is believed that permeability may
improve significantly on the structure's flanks. Therefore, Fortune is very
encouraged that it found hydrocarbons in these frio sands and believes that this
has positive implications on future wells on the Grass Island Deep prospect and
on its other prospects elsewhere in Espiritu Santo Bay. The well was abandoned
in the frio zones. The total cost to Fortune for our 7.4% share of the
completion, testing and abandonment was approximately $73,000. The operator is
in the process of obtaining permits for other wells in Espiritu Santo Bay,
including a 16,000 foot test that the partners hope to spud later this year.
Logging results of the Brooks #1 well at the Cadiz 3-D Seismic Prospect
indicate that the well encountered approximately 175 feet of net pay in four
potentially productive zones. The log analysis shows 63 feet of net pay in the
Lower Luling, 60 feet of net pay in the Lower Slick, 8 feet of net pay in a
Wilcox stringer sand and 44 feet of net pay in the Upper Luling. The Upper Slick
sand may also be productive in this well.
The well was perforated in the top 10 feet of the Lower Luling sand and is
flowing approximately 2 million cubic feet of gas and 8 barrels of condensate
per day. Because of the better-than-expected results, the partners are
considering perforating a portion of the additional 53 feet of the Lower Luling
net pay interval to increase production. These additional perforations are in
lieu of performing a fracture stimulation that the partners thought would be
necessary on this sand. The other potential zones will be perforated after the
lower zones have been produced fully. Fortune owns a 6.5625% working interest in
the producing well. Production commenced on June 24, 2000. The total cost to
Fortune to drill and complete this well was approximately $29,000.
The well was drilled on a 3-D seismic anomaly generated from 3-D seismic
licensed by Fortune and farmed-out to Prime Energy Corporation. Prime has
exercised its option to drill a well on a prospect in an adjacent faultblock
which was also generated from the 3-D seismic and expects to spud the well in
the third quarter of 2000.
The La Rosa #C-7 well was spud on June 18, 2000 and logged on June 26,
2000 as a new discovery. Preliminary log evaluation indicates that the well has
five Miocene pay sands and one additional potential pay sand. The well is
currently producing approximately 210,000 cubic feet of gas per day. Fortune
owns an 18.75% working interest in the well; its share of the drilling and
completion cost was approximately $45,000.
The La Rosa C-6 well was spud on March 29, 2000 and logged on April 5,
2000 as a new discovery. This well is currently producing approximately 340,000
cubic feet of gas per day. Fortune owns an 18.75% working interest in the well
and its share of the drilling and completion costs was approximately $36.000.
In response to historically high oil and gas prices, the partners in the
La Rosa field have begun a re-completion program to increase production. The
Spaulding #11 well, the first operation in this re-completion program, was
brought on production on June 22, 2000, with an initial flow rate of 1 million
cubic feet of gas per day. Fortune owns a 37.5% working interest in the well and
spent less than $10,000 to fund its share of the re-completion.
The second well in the La Rosa re-completion program, the B.D. Rooke #54,
was successfully re-completed on June 27, 2000, and is currently producing
approximately 12 barrels of oil per day. Fortune's interest in the well is
37.5%; its share of the re-completion cost was less than $10,000.
16
The third well in the La Rosa re-completion program, the Spaulding #12,
was successfully re-completed on July 3, 2000, and is currently producing about
150,000 cubic feet of gas per day. Fortune's interest in this well is 20.69%;
its share of the re-completion cost was less than $5,000. Additional drilling
and workover activity is expected on the La Rosa property before year-end.
The Bacon prospect Ivy #24-11 was spud in February 2000 and is being
completed as a new discovery. Fortune owns an approximate 10% working interest
in the well. The well is producing approximately 200,000 cubic feet of gas per
day. Fortune's share of the drilling and completion costs was approximately
$22,000.
In July 2000, Fortune acquired an approximate 45% non-operating working
interest in a productive property in the Cut Off Field in Louisiana for
approximately $151,000. The partners in the well plan to recomplete the well
during the third quarter of 2000. Fortune's share of the recompletion costs are
estimated to be under $70,000. Fortune is in the process of selling a portion of
this interest to third parties. These transactions could reduce Fortune's
working interest to approximately 35%, recoup approximately $34,000 of Fortune's
cash outlay for the acquisition and reduce Fortune's workover cost to under
$50,000.
OIL AND GAS PRICES
Conditions outside of our control influence the prices we receive for oil
and gas. As of August 4, 2000, Fortune was receiving an average of approximately
$26.50 per barrel for its oil production and $3.95 per Mcf for its gas
production. These prices are significantly higher than historical averages and
could decrease in the near future.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
133 establishes accounting and reporting standards for derivative instruments,
including derivative instruments embedded in other contracts and for hedging
activities. SFAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. Fortune does not use derivative instruments;
accordingly, SFAS 133 is not expected to have a material effect on the reporting
of Fortune's future operating results.
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains forward-looking statements. Forward-looking
statements include statements regarding future oil and gas production and
prices, future cash flow and cash requirements, future exploration and
development spending, future drilling and operating plans and results, reserve
and production potential of Fortune's properties and prospects, Fortune's
business strategy, and management's plans and expectations. Actual events or
results could differ materially from those discussed in the forward-looking
statements as a result of various risk factors including the factors described
below.
FORTUNE'S RELIANCE ON EXPLORATORY PROJECTS INCREASES THE RISKS INHERENT IN
THE OIL AND GAS INDUSTRY. Our current investments are primarily in exploration
projects, where the risks are substantially greater than projects involving
already producing formations. We anticipate that one or more of our next wells
will be designed to test formations that are deeper than known production in
Espiritu Santo Bay. These formations have not been extensively tested to date.
The exploration risks, therefore, are higher on this project than they might be
where a greater number of underground references exist. Fortune has realized
less success than originally anticipated in drilling some of its recent
prospects and we expect that a substantial number of our future projects could
experience similar results.
17
FORTUNE HAS INCURRED NET LOSSES FOR EACH OF THE LAST SEVERAL YEARS.
Fortune has incurred substantial net losses for several years. Although we made
significant budget cuts in 1999 and are making additional budget cuts in 2000,
oil and gas prices continue to fluctuate significantly. This makes it likely
that losses will continue. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
FORTUNE IS NOT CURRENTLY REPLACING ALL OF ITS EXISTING RESERVES. We are
not adding reserves at present at the same pace at which they are being
produced. Therefore, without adding additional reserves in the future, our oil
and gas reserves and production will decline.
OUR REVENUE IS DEPENDENT UPON A LIMITED NUMBER OF PRODUCING WELLS.
Approximately 40% of our oil and gas revenues are accounted for by a single well
at South Timbalier Block 86. Because this well has a limited production history,
it is difficult to predict accurately its production decline rate or its
ultimate reserves. A significant curtailment or loss of production for a
prolonged period before we could replace this well would have a material adverse
effect on our projected operating results and financial condition.
OUR NEED FOR WORKING CAPITAL MAY AFFECT OUR LEVEL OF PARTICIPATION IN
VARIOUS PROJECTS. Investment in oil and gas exploration requires the commitment
of substantial amounts of capital over significant periods of time. We may not
have sufficient liquid capital resources to participate at our existing working
interest level if the operators of any of our properties accelerate the drilling
and development schedule or if we incur unexpected significant expenditures or
reduced production. If we do not participate in the capital expenditures for any
project, our interest in that project will be substantially reduced or lost
entirely.
FORTUNE IS DEPENDENT ON OPERATORS, CONSULTANTS AND PARTNERS OVER WHOM IT
HAS LITTLE CONTROL. Since we do not operate our projects, we are dependent on
other oil and gas companies to conduct operations in a prudent, competent, and
timely manner.
ACCOUNTING METHOD MAY RESULT IN ADDITIONAL WRITE-DOWNS OF OIL AND GAS
PROPERTY COSTS. We report our operations using the full-cost method of
accounting for oil and gas properties. Under these rules, the net capitalized
costs of properties may not exceed a "ceiling" limit of the tax-effected,
discounted present value of estimated future net revenues from proved reserves,
plus the lower of cost or fair market value of unproved properties. The risk
that we will be required to write down the carrying value of our properties
increases when oil and gas prices are depressed or unusually volatile or when
previously unevaluated properties are determined to be worth less than their
cost. Fortune has recognized significant impairments in past periods. As a
result of continued fluctuating oil and gas prices, it is likely that we will
incur further impairments in future periods.
18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DISCLOSURE ABOUT MARKET RISK
Fortune is exposed to market risk, including adverse changes in oil and
gas prices and interest rates as discussed below. Fortune does not currently use
derivative financial instruments to mitigate fluctuations in oil and gas prices
or interest rates.
OIL AND GAS PRICE RISK. Fortune's oil and gas revenues can be
significantly affected as oil and gas prices fluctuate widely in response to
changing market forces. These fluctuations can be reduced through the proper use
of oil and gas price hedging tools. We currently do not use oil and gas price
hedges because we do not believe that Fortune has sufficient production volumes
to offset the risks inherent in their use. Consequently, our oil and gas
revenues will continue to fluctuate as prices fluctuate.
INTEREST RATE RISK. Fortune's exposure to changes in interest rates
primarily results from its short-term and long-term debt with both fixed and
floating interest rates.
Fortune's debt structure is comprised of:
Stated Balance
Interest Rate June 30, 2000 Matures
------------- ------------- -------
12% Fixed $2,295,000 2007
Variable at banks
Base rate + 1 1/4% or
LIBOR + 4% $10,000 2001
Changes in interest rates will not currently have a significant impact on
Fortune's interest expense.
19
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See note 4 of the footnotes to the financial statements in Part I herein
for a description of legal proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit No. Description
----------- -----------------------
27.1* Financial Data Schedule.
(b) REPORTS ON FORM 8-K / 8K-A
A report on Form 8-K was filed with the Securities and Exchange Commission
on May 16, 2000 to report Fortune's press release announcing two new members to
its Board of Directors.
A report on Form 8-K was filed with the Securities and Exchange Commission
on May 18, 2000 to report Fortune's press release providing an exploration
program update.
A report on Form 8-K was filed with the Securities and Exchange Commission
on May 31, 2000 to report Fortune's press release providing an Espiritu Santo
Bay update.
A report on Form 8-K was filed with the Securities and Exchange Commission
on June 19, 2000 to report Fortune's press release providing an Espiritu Santo
Bay update.
A report on Form 8-K was filed with the Securities and Exchange Commission
on July 11, 2000 to report Fortune's press release providing an exploration
program update.
A report on Form 8-K was filed with the Securities and Exchange Commission
on August 9, 2000 to report Fortune's press release of its second quarter 2000
financial results.
*Filed herewith.
20
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, thereunto duly authorized.
FORTUNE NATURAL RESOURCES CORPORATION
By: /s/ TYRONE J. FAIRBANKS
-------------------------------------
Tyrone J. Fairbanks
President and Chief Executive Officer
By: /s/ J. MICHAEL URBAN
-------------------------------------
J. Michael Urban
Vice President and Chief Financial
and Accounting Officer
Date: August 9, 2000
21