SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Quarter ended March 31, 1996. 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 - 0-8041 GeoResources, Inc. (Exact name of Registrant as specified in its charter) Colorado 84-0505444 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1407 West Dakota Parkway, Suite 1-B, Williston, North Dakota 58801 (Address of Principal executive offices) (Zip Code) (Registrant's telephone number including area code) (701) 572-2020 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 . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 1996 Common Stock 4,060,714 shares (par value $.01 per share) (11 pages total, with exhibit) GEORESOURCES, INC. INDEX PAGE NUMBER PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 3 (March 31, 1996 and December 31, 1995) Consolidated Statements of Operations 4 (Three months ended March 31, 1996 and 1995) Consolidated Statements of Cash Flows 5 (Three months ended March 31, 1996 and 1995) Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION 10 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements GEORESOURCES, INC., AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 1996 1995 ASSETS CURRENT ASSETS: Cash and equivalents $ 182,742 $ 392,078 Trade receivables, net 525,465 590,330 Inventories 286,478 285,018 Prepaid expenses 20,095 17,460 Investments 36,640 10,119 Total current assets 1,051,420 1,295,005 PROPERTY, PLANT AND EQUIPMENT, at cost: Oil and gas properties, using the full cost method of accounting: Properties being depleted 15,325,559 15,272,170 Properties not being depleted 62,273 88,759 Leonardite plant and equipment 3,199,797 3,199,797 Other 673,091 672,546 19,260,720 19,233,272 Less accumulated depreciation, depletion and valuation allowance (14,214,594) (14,045,602) Net property, plant and equipment 5,046,126 5,187,670 OTHER ASSETS: Mortgage loans receivable, related party 103,321 103,321 Other 109,328 104,289 212,649 207,610 $6,310,195 $6,690,285 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 461,914 $ 856,823 Current maturities of long-term debt 455,344 511,594 Accrued expenses 90,027 98,537 Total current liabilities 1,007,285 1,466,954 LONG-TERM DEBT, less current maturities 886,693 958,330 DEFERRED INCOME TAXES 162,000 151,000 STOCKHOLDERS' EQUITY: Common stock, par value $.01 per share; authorized 10,000,000 shares; issued and outstanding, 4,060,714 and 4,035,714 shares, respectively 40,607 40,357 Additional paid-in capital 829,757 803,807 Retained earnings 3,383,853 3,269,837 Total stockholders' equity 4,254,217 4,114,001 $6,310,195 $6,690,285 See Notes to Consolidated Financial Statements. GEORESOURCES, INC., AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 1996 1995 OPERATING REVENUES: Oil and gas sales $ 708,975 $ 458,640 Leonardite sales 184,177 153,612 893,152 612,252 OPERATING COSTS AND EXPENSES: Oil and gas production 256,645 217,747 Cost of leonardite sold 167,079 138,728 Depreciation and depletion 168,992 116,012 Selling, general and administrative 124,083 85,555 716,799 558,042 Operating income (loss) 176,353 54,210 OTHER INCOME (EXPENSE): Interest expense (33,008) (32,210) Interest income 3,858 2,794 Other income and losses, net (22,187) (15,473) (51,337) (44,889) Income (loss) before income taxes 125,016 9,321 Income tax expense 11,000 -- Net income (loss) $ 114,016 $ 9,321 Net income (loss) per common share$ .03 $ -- Weighted average number of shares outstanding 4,042,857 4,025,714 See Notes to Consolidated Financial Statements. GEORESOURCES, INC., AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 114,016 $ 9,321 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and depletion 168,992 116,012 Deferred income taxes 11,000 -- Other 26,748 19,500 Changes in assets and liabilities: Decrease (increase) in: Trade receivables 64,865 (24,406) Inventories (1,460) (20,251) Prepaid expenses and other (29,156) 16,511 Increase (decrease) in: Accounts payable (30,767) (76,054) Accrued expenses (8,510) 4,828 Net cash provided by (used in) operating activities 315,728 45,461 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (391,590) (245,406) Other (2,651) (18,623) Net cash used in investing activities (394,241) (264,029) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings -- 200,000 Principal payments on long-term debt (127,887) (79,809) Debt issue costs (2,936) -- Net cash used in financing activities (130,823) 120,191 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (209,336) (98,377) CASH AND EQUIVALENTS, beginning of period 392,078 222,677 CASH AND EQUIVALENTS, end of period $ 182,742 $ 124,300 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) for: Interest $ 33,008 $ 32,210 Income taxes 1,946 -- See Notes to Consolidated Financial Statements. GEORESOURCES, INC., AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of the management of GeoResources, Inc. (the "Company"), the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of March 31, 1996, and the results of operations and cash flows for the three month periods ended March 31, 1996 and 1995. The results of operations for the three month period ended March 31, 1996, are not necessarily indicative of the results to be expected for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, it is suggested that these financial statements be read in connection with the audited consolidated financial statements and the notes included in the Company's Annual Report on SEC Form 10-K for the year ended December 31, 1995. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion of the Company's financial condition and results of operations should be read in conjunction with the financial statements and notes contained in the Company's Annual Report on SEC Form 10-K for the year ended December 31, 1995. Results of Operations Information concerning the Company's oil and gas operations for the three months ended March 31, 1996, is set forth in the table below: Oil and Gas Operations Percent Increase Three Months Ended (Decrease) from March 31, 1996 1995 Period Oil and gas production sold (BOE) 44,266 37% Average price per BOE $ 16.02 13% Oil and gas revenue $ 708,975 55% Production costs $ 256,645 18% Average production cost $ 5.80 (14%) per BOE Oil and gas production sold increased by 11,854 BOE or 37% in the first quarter of 1996 compared to the same period in 1995. This increase was due to new "flush" production from the Company's Oscar Fossum H2 horizontal well (.67 net) that was drilled and completed late in the fourth quarter 1995. Oil and gas revenue increased $250,000 or 55% in the first quarter 1996 compared to the first quarter 1995. The revenue increase was due to the substantially higher volume of oil sold, discussed above, combined with a higher average oil price of $16.02 in the first quarter 1996 compared to $14.15 in the first quarter 1995. First quarter 1996 oil and gas production costs increased $39,000 or 18% compared to the same period in 1995 due in part to the higher volume of oil sold, which increased production taxes, but also due to higher winter-related production costs. The `95-96 winter was harsh in North Dakota, and first quarter 1996 production costs were impacted by higher costs for snow removal and higher propane usage for oil treating facilities. Even with the harsh winter, however, production costs on a per equivalent barrel basis declined to $5.80 for the first quarter 1996 compared to $6.72 for the first quarter 1995, a decrease of 14%. This decline is due to the contribution of much lower per barrel cost horizontal well "flush" production provided by the Oscar Fossum H2. During the first quarter 1996, production costs for the Fossum H2 were $1.31 per barrel, $.76 of which was expense for production taxes. Information concerning the Company's leonardite operations for the three months ended March 31, 1996, is set forth in the table below: Leonardite Operations Percent Increase Three Months Ended (Decrease) from March 31, 1996 1995 Period Leonardite production sold (tons) 1,790 9% Average revenue per ton $ 102.89 10% Leonardite revenue $ 184,177 20% Cost of leonardite sold $ 167,079 20% Average production cost $ 93.34 10% per ton Leonardite revenues for the first quarter 1996 increased 20% from the first quarter 1995 due to a 9% increase in the number of tons sold and a 10% increase in average revenue per ton. First quarter 1995 tonnage sold was atypically low, thus the 1996 first quarter tonnage sold represents a return to a more average first quarter. The 10% increase in average revenue per ton was due to a larger percentage of specialty product sales which have higher selling prices. The 20% increase in cost of leonardite sold resulted from the 9% increase in production coupled with the 10% higher per ton average production costs. Average production costs increased, again due to the larger percentage of specialty products which also have higher processing costs. Consolidated Analysis Total operating revenue increased $281,000 or 46% for the first quarter ended March 31, 1996, compared to the same period in 1995. This increase was due mainly to increased oil production and higher oil prices. Total operating expenses increased $159,000 or 28% for the first quarter 1996 when compared to the same period in 1995. This increase was due to the higher oil and gas and leonardite costs previously discussed; higher depreciation and depletion due to increased oil production; and an increase in selling, general and administrative (SG&A) expenses. The SG&A increase was due, in large part, to expense the Company incurred in the first quarter 1996 to advertise its horizontal drilling success in publications targeted toward the investment community. As a result of higher revenues, and to a lesser extent higher expenses, operating income increased to $176,000 from $54,000 for the three months ended March 31, 1996 and 1995, respectively. Total non-operating expense increased to $51,000 for the first quarter 1996 from $45,000 for the first quarter 1995 due to increased expenses related to oil price hedging activities. Rising oil prices on the NYMEX at March 31, 1996, caused moderate losses in the Company's hedge position designed to protect the Company in times of falling prices. As a result of consolidated operations, the Company achieved net income for the first quarter 1996 of $114,000 or $.03 per share compared to the first quarter 1995 net income of $9,300 or $.002 per share. Liquidity and Capital Resources At March 31, 1996, the Company achieved a positive working capital of $44,000 compared to a negative working capital of ($172,000) at December 31, 1995. The Company's current ratio was 1.04 to 1 at March 31, 1996, compared to .88 to 1 at year end 1995. The $216,000 change in working capital in one quarter was primarily due to the Company paying off all remaining payables related to the H2 horizontal drilling with cash flow provided by the H2 "flush" production. Net cash provided by operating activities was $316,000 for the first quarter ended March 31, 1996, compared to $45,000 for the same period in 1995. The substantial increase in 1996 operating cash flows was primarily due to higher oil prices and the 37% increase in production provided by the Fossum H2 horizontal well. Cash was also utilized to make payments of $392,000 for additions to property, plant and equipment and $128,000 for payments on long-term debt. The Company did not make any significant proved property acquisitions in the first quarter 1996. Management believes its future cash requirements can be met by cash flows from operations and its ability, if necessary, to borrow on its existing line-of-credit. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Reference is made to Part I, Item 3 of the Company's Annual Report on SEC Form 10-K for the fiscal year ended December 31, 1993, concerning legal proceedings for discussion on the matter of GeoResources, Inc., vs. MDU Resources Group, Inc., et al. That discussion is specifically incorporated herein by reference. Other than the foregoing legal matter, the Company is not a party, nor is any of its property subject to, any pending material legal proceedings. The Company knows of no legal proceedings contemplated or threatened against it. Item 2. Changes in Securities None. Item 3. Defaults upon Senior Securities None. Item 4. Submissions of Matters to a Vote of Securities Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. A. Exhibits Exhibit 27. Financial Data Schedule B. Reports on Form 8-K No reports on Form 8-K were filed during the fiscal quarter ended March 31, 1996. 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. GEORESOURCES, INC. May 13, 1996 /S/ J. P. Vickers J. P. Vickers Chief Executive Officer Chief Financial Officer