SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2002
FORTUNE NATURAL RESOURCES CORPORATION
-------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-12334 95-4114732
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
515 W. Greens Road, Suite 720, Houston, Texas 77067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 872-1170
Registrant's telecopier number, including area code: (281) 872-1213
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Items
APRIL 12, 2002 - HOUSTON, TEXAS - FORTUNE NATURAL RESOURCES CORPORATION
(NASDAQ OTC BB SYMBOL: FPXA) today announced its financial results for the year
and quarter ended December 31, 2001.
Financial results for full year 2001
------------------------------------
Fortune incurred a net loss for the year ended December 31, 2001 of
$3,130,000, or $0.19 per share, compared to the 2000 net loss of $247,000, or
$0.01 per share. The higher 2001 loss resulted from lower oil and gas production
and $2,177,000 non-cash impairments to oil and gas properties.
Fortune's oil and gas revenues decreased 36% to $1,780,000 in 2001
primarily because of lower oil and gas production, offset partially by higher
gas prices. Gas prices increased 16% to $4.78 per Mcf during 2001 versus $4.11
per Mcf for 2000. Oil prices decreased 18% to $24.39 per Bbl versus $29.67 per
Bbl for 2000. Gas production decreased 44% to 332,200 Mcf while oil production
decreased 37% to 7,900 Bbls for 2001 compared to 2000.
Fortune's production gains resulting from successful drilling at Cadiz, La
Rosa and Gamble Gully were not sufficient to offset production challenges and
declines from depletion. Also, Fortune's recently completed La Rosa C-12
discovery will not impact operating results until the first quarter of 2002. A
significant portion of the production decline results from the previously
reported loss of production from the South Timbalier Block 86 well that ceased
producing due to transportation line pressure in March 2001. Although the well
produced approximately 2 million cubic feet of gas per day for a brief period
during August 2001 and there are plans by the operator to conduct further
operations to attempt to restore production, there is no assurance that
production will resume. This well accounted for approximately 28% of Fortune's
revenues during 2000 but production had been declining since reaching a peak in
May 2000. Also, problems at the La Rosa field during August and September 2001
with the primary salt water disposal well in the field resulted in oil and gas
production curtailments during those months. The problems were corrected in
October and production is being increased. Delays in drilling operations,
primarily because of shortages of equipment and contractors, hindered our
efforts to add new production during 2001. Field production at La Rosa had
dipped to 1,058 mcfe/d at December 31, 2001 but has increased 73% to 1,822
mcfe/d as of April 11, 2002.
Depreciation, depletion and amortization (DD&A) decreased 40% to $573,000
for 2001 versus 2000 primarily because of the lower production in 2001.
General and administrative expense increased 17% to $1,291,000 for 2001
compared to 2000 because of higher costs in most categories of overhead. As the
Company mentioned in its January 14, 2002 press release, significant steps have
been taken since December 31, 2001 to reduce general and administrative
expenses.
The comparative 2000 loss includes a $119,000 extraordinary loss
attributable to the non-cash premium paid to the noteholders who converted their
$930,000 of notes to common stock during the first quarter of 2000.
At December 31, 2001, Fortune reported a cash balance of $507,000 and a
net working capital balance of $397,000. Fortune reported $191,000 of cash flow
in its operating activities during 2001 compared to $525,000 during 2000. Before
considering the effect of changes in operating assets and liabilities, cash flow
was $(325,000) during 2001 compared $853,000 for 2000. The lower cash flow
resulted from the lower oil and gas production and higher general and
administrative expense.
2
Fourth quarter 2001 versus 2000
-------------------------------
Fortune realized a net loss for the fourth quarter of 2001 of $924,000, or
$0.06 per share, compared to net income of $248,000, or $0.02 per share for the
same period in 2000. The significantly higher loss in 2001 results primarily
from a $477,000 non-cash impairment expense in 2001, lower oil and gas
production and lower oil and gas prices.
Fortune's oil and gas revenues decreased 80% to $200,000 in the fourth
quarter of 2001 versus 2000. Gas prices decreased 55% to $2.44 per Mcf during
the fourth quarter of 2001 versus $5.40 per Mcf for the same 2000 period. Oil
prices decreased 42% to $18.25 per Bbl versus $31.66 per Bbl for 2000. Gas
production decreased 60% to 68,300 Mcf while oil production decreased 34% to
1,900 Bbls for the fourth quarter of 2001 as compared to the same period in
2000.
A significant portion of the production decline is attributable to the
previously discussed reported loss of production from the South Timbalier Block
86 well, which accounted for 20% of Fortune's fourth quarter 2000 revenue, and
the temporary production problems at La Rosa field. Also, the Cutoff Field well,
which contributed 26% of Fortune's oil and gas revenues during the fourth
quarter of 2000 did not produce during the fourth quarter of 2001. Fortune plans
to relinquish its interest in the Cutoff Field well.
Production and operating expense decreased 15% to $167,000 for the fourth
quarter of 2001 versus 2000 because of lower production taxes as a result of the
lower oil and gas revenues. DD&A expense decreased 59% to $102,000 during the
fourth quarter of 2001 because of the lower production. General and
administrative expense increased 28% to $314,000 for the fourth quarter of 2001
compared to 2000 because of higher costs in most categories of overhead
partially related to efforts to acquire an interest in the Texas onshore
exploration program announced in a press release on February 20, 2002.
Liquidity
---------
Notwithstanding Fortune's positive working capital position and absence of
short-term debt at December 31, 2001, Fortune has concerns about its financial
results going forward. Fortune expects to report negative cash flow during the
first quarter of 2002. Fortune believes that its negative cash flow and earnings
trend may continue until it achieves additional success in its drilling program
or until commodity prices improve significantly. Fortune's financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
Fortune be unable to continue as a going concern. To improve its viability as a
going concern, Fortune has recently taken the following steps:
o Acquired a working interest in a new exploration program, the "Texas
Onshore Exploration Program", in an effort to increase the quality of the
drilling projects available to Fortune and the opportunity to have greater
control over the exploration process by acting as operator on 50% of the
prospects delineated in the program;
o Hired Ron Nowak as the Company's new President and Chief Operating Officer
in an effort to enhance the quality of the technical review applied to
Fortune's drilling projects and to manage all oil and gas operations;
o Reduced overhead expenses by reducing staff and cutting other expenditures;
3
o Obtained $500,000 in short-term bridge financing to finance the initial
expenditures of its new exploration program; and
o Begun a private placement offering to raise up to $4 million to fund its
operations and repay the bridge financing.
If the private placement offering is successful, Fortune believes that it
will have the capital to fund its operations during the short term. However,
drilling success, improved commodity prices and/or additional financings will be
necessary to fund long-term growth.
Chairman's Remarks
------------------
Mr. Tyrone J. Fairbanks, Fortune's Chairman and Chief Executive Officer
stated, "Last year was a very difficult one for our industry and our Company.
The steep downward slide in natural gas prices, combined with the financial
impact resulting from the events of September 11, 2001 created uncertainties
that shook our economy and especially our industry. At Fortune, we believe we
have taken significant steps toward recovery as evidenced by our earlier press
releases this year announcing senior management changes, the appointment of Ron
Nowak as President and Chief Operating Officer, expense cutting and our
participation in our large-scale Texas Onshore Exploration Program. Significant
challenges remain for the Company, but we continue to be focused on our goal to
adequately finance our new exploration efforts and bring improved value to our
shareholders."
FORTUNE NATURAL RESOURCES CORPORATION is an independent oil and gas
exploration and production company with its principal properties located onshore
and offshore Louisiana and Texas. Certain statements in this news release
regarding future expectations and plans may be regarded as "forward looking
statements" within the meaning of the Securities Exchange Act of 1934. They are
subject to various risks, such as operating hazards, drilling risks, and other
uncertainties inherent in the business of exploring for, developing and
producing oil and gas which may be beyond Fortune's control. For a discussion of
the contingencies and uncertainties affecting future events and forward-looking
statements, see Fortune's latest Report on Form 10-KSB, as well as other filings
with the Securities and Exchange Commission. There can be no assurance that
Fortune will be successful in meeting its expectations.
************
Company Contact: Tyrone J. Fairbanks
Chairman of the Board and CEO
(281) 872-1170
E-mail: investor@fortunenatural.com
4
FORTUNE NATURAL RESOURCES CORPORATION
Statements of Operations
------------------------
($ in thousands, except per share figures)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------ -----------------
2001 2000 2001 2000
-------- -------- -------- --------
(Unaudited)
REVENUES
Sales of oil and gas, net of royalties ............ $ 200 $ 1,001 $ 1,780 $ 2,794
Other income ...................................... 5 10 39 36
-------- -------- -------- --------
205 1,011 1,819 2,830
-------- -------- -------- --------
COSTS AND EXPENSES
Production and operating .......................... 167 196 630 634
Provision for depletion,
depreciation and amortization ................... 102 250 573 949
General and administrative ........................ 314 247 1,291 1,099
Interest .......................................... 69 70 278 276
Impairments to oil and gas properties ............. 477 -- 2,177 --
-------- -------- -------- --------
1,129 763 4,949 2,958
-------- -------- -------- --------
Income (loss) before extraordinary item .............. (924) 248 (3,130) (128)
Extraordinary loss on early extinguishments of debt .. -- -- -- (119)
-------- -------- -------- --------
Net income (loss) .................................... $ (924) $ 248 $ (3,130) $ (247)
======== ======== ======== ========
Weighted average number of common
shares outstanding (thousands) .................... 16,479 16,409 16,464 15,865
======== ======== ======== ========
Net income (loss) per common share (basic and diluted)
Income (loss) before extraordinary item ........... $ (0.06) $ 0.02 $ (0.19) $ (0.01)
Extraordinary item ................................ -- -- -- (0.01)
-------- -------- -------- --------
Net income (loss) per common share ............. $ (0.06) $ 0.02 $ (0.19) $ (0.02)
======== ======== ======== ========
Net cash provided by (used in) -
Operating activities
Before changes in operating assets
and liabilities ............................... $ (323) $ 509 $ (325) $ 853
======== ======== ======== ========
After changes in operating assets
and liabilities ............................... $ (185) $ 382 $ 191 $ 525
======== ======== ======== ========
Investing activities .............................. $ (114) $ (30) $ (702) $ (554)
======== ======== ======== ========
Financing activities .............................. $ -- $ -- $ (10) $ 763
======== ======== ======== ========
Summary of Balance Sheets
December 31, 2001 December 31, 2000
----------------- -----------------
Net working capital $ 397 $ 1,424
Property and equipment, net 3,681 5,729
Total assets 4,427 7,429
Long-term debt 2,295 2,295
Net stockholders' equity 1,783 4,858
Production Data
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------ -----------------
2001 2000 2001 2000
-------- -------- -------- --------
(Unaudited)
Net production:
Oil (Bbl) 1,900 2,800 7,900 12,400
Gas (Mcf) 68,300 168,800 332,200 590,900
Average sales prices for period:
Oil ($/Bbl) $18.25 $31.66 $24.39 $29.67
Gas ($/Mcf) 2.44 5.40 4.78 4.11
5
Item 7. Financial Statements and Exhibits
None
SIGNATURE
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/ Ronald P. Nowak
-------------------------------------
Ronald P. Nowak
President and Chief Operating Officer
Date: April 12, 2002