UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from ______ to ______
Commission file number 0-6540
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Oceanic Exploration Company
- ------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 84-0591071
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 South Quebec Street, Suite 450, Denver, CO 80237
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(Address of principal executive offices)
(303) 220-8330
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(Issuer's Telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by 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.
[ X ] Yes [ ] No
Shares outstanding at Common $.0625 Par Value
November 10, 1995
3,915,154
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, March 31,
1995 1995
------------- -----------
Cash $ 117,540 154,628
Receivables:
Affiliates 4,585 2,237
Other - 9,633
------------ -----------
4,585 11,870
Prepaid expenses 2,239 4,347
Restricted cash - 15,629
------------ -----------
Total current assets 124,364 186,474
------------ -----------
Oil and gas property
interests, full-cost method
of accounting -- Greece 39,000,000 39,000,000
Less accumulated amortization,
depreciation and
valuation allowance (37,766,909) (37,629,909)
------------ -----------
1,233,091 1,370,091
------------ -----------
Other assets 473 757
------------ -----------
$ 1,357,928 1,557,322
============ ===========
(Continued)
3
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
LIABILITIES AND
STOCKHOLDER'S DEFICIT
September 30, March 31,
1995 1995
------------- ----------
Current liabilities:
Notes payable to affiliate (note 2) $ 49,685 2,000,000
Accounts payable 234,850 181,879
Accounts payable to affiliates 62,041 60,000
United Kingdom taxes payable,
including accrued interest 408,958 408,958
Accrued expenses 171,904 90,487
----------- ----------
Total current liabilities 927,438 2,741,324
----------- ----------
Notes payable to affiliate (note 2) 2,000,000 -
Deferred income taxes (note 4) 748,862 808,062
Other noncurrent liabilities 16,358 15,217
----------- ----------
Total liabilities 3,692,658 3,564,603
----------- ----------
Stockholders' deficit:
Common stock, $.0625 par value.
Authorized 12,000,000 shares;
issued and outstanding
3,915,154 shares 244,697 244,697
Capital in excess of par value 6,665 6,665
Accumulated deficit (2,586,092) (2,258,643)
----------- ----------
Total stockholders' deficit (2,334,730) (2,007,281)
----------- ----------
Contingencies (note 3)
$ 1,357,928 1,557,322
=========== ==========
See accompanying notes to consolidated financial statements.
4
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended Three Months Ended
September 30, September 30,
--------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- --------
Revenues:
Oil and gas sales -
Greece (note 3) $ - 366,666 - 183,333
Other 202,243 139,357 82,079 69,263
--------- --------- --------- --------
202,243 506,023 82,079 252,596
--------- --------- --------- --------
Costs and expenses:
Interest and
financing costs 78,042 58,980 32,820 31,416
Exploration
expenses 25,927 74,654 11,326 36,175
Amortization and
depreciation 137,000 160,378 68,500 80,189
General and
administrative 347,923 306,984 204,170 154,512
--------- --------- --------- --------
588,892 600,996 316,816 302,292
--------- --------- --------- --------
Loss before
income taxes (386,649) (94,973) (234,737) (49,696)
Income tax (benefit)
expense (note 4) (59,200) 80,196 (27,140) 40,663
--------- --------- --------- --------
Net loss $(327,449) (175,169) (207,597) (90,359)
========= ========= ========= ========
Loss per common share $ (.08) (.04) (.05) (.02)
========= ========= ========= ========
See accompanying notes to consolidated financial statements.
5
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
September 30,
---------------------
1995 1994
--------- ---------
Cash flows from operating activities:
Net loss $(327,449) (175,169)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Amortization and depreciation 137,000 160,378
Deferred income tax benefit (59,200) (66,470)
Decrease (increase) in
receivables 7,285 (203,435)
Decrease (increase) in
restricted cash 15,629 (193)
Decrease in prepaid expenses
and other assets 2,392 1,537
Increase (decrease) in accounts
payable and accounts
payable to affiliates 55,012 (20,406)
Increase (decrease) in accrued
expenses 81,417 (5,127)
Increase in other noncurrent
liabilities 1,141 2,133
--------- ---------
Net cash used in
operating activities (86,773) (306,752)
--------- ---------
Cash flows from financing activities:
Borrowings from affiliates 49,685 400,000
--------- ---------
Net cash provided by financing
activities 49,685 400,000
--------- ---------
Net (decrease) increase in cash (37,088) 93,248
Cash at beginning of period 154,628 48,928
--------- ---------
Cash at end of period $ 117,540 142,176
========= =========
See accompanying notes to consolidated financial statements.
6
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated balance sheet as of March 31, 1995, which has been
derived from audited statements, and the unaudited interim consolidated
financial statements included herein have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to those rules and
regulations, although the Registrant believes that the disclosures made are
adequate to make the information presented not misleading. In the opinion of
management, all adjustments consisting of normal reoccurring accruals have
been made which are necessary for the fair presentation of the periods
presented. The accounting policies of the Registrant are set forth in the
financial statements and notes thereto and are included in the Registrant's
latest annual report on Form 10-KSB. It is suggested that these consolidated
financial statements be read in conjunction with that document.
(2) NOTES PAYABLE
Notes payable to affiliate at September 30 and March 31, 1995 represent
borrowings under a $2,000,000 line of credit established in favor of the
Registrant by NWO Resources, Inc. (NWO), the parent company of International
Hydrocarbons, the Registrant's majority stockholder. On September 19, 1995,
the Registrant entered into a Modification Agreement with NWO, modifying the
existing line of credit arrangement between the Registrant and NWO. Prior to
entering into the Modification Agreement, the NWO line of credit provided for
cumulative draws of up to $2,000,000 with interest payable monthly on the
outstanding balance at the greater of the U.S. bank prime lending rate or
1-3/4% above the 30-day LIBOR in effect on the date of each draw against the
line of credit. Draws under the line of credit are evidenced by promissory
notes which were originally payable no later than January 1, 1996 with
interest at annual rates of 7% to 9%. Cumulative draws on the NWO line of
credit had reached $2,000,000 by February 15, 1995. The line of credit is
secured by the Registrant's net earnings interest in certain oil and gas
producing areas offshore Greece. At the time the Modification Agreement was
entered into, the Registrant was in default under the terms of the line of
credit as it had not made its interest payments for May, June, July and
August 1995.
7
The Modification Agreement provides as follows:
1. Except as provided below, NWO will forebear on collection
until December 31, 1996 of the interest and principal on the
$2,000,000 of promissory notes evidencing draws on the NWO
line of credit ("Oceanic Notes").
2. Any monies collected by the Registrant from Denison either
before or after December 31, 1996 will first be applied to
paying accrued interest on the Oceanic Notes. After all
accrued interest has been paid, and prior to December 31,
1996, the Registrant will be permitted to use up to $200,000
of monies collected from Denison for working capital
purposes. All remaining collections from Denison will be
applied first to accrued interest and then to reducing
principal on the Oceanic Notes.
3. The Security Agreement between the Registrant and NWO will
be amended to provide that NWO has a full security interest
in all proceeds from the Registrant's lawsuit against
Denison and any existing and future Registrant receivables
from Denison.
4. The interest rate on the Oceanic Notes is adjusted to 8.25%.
5. The Registrant agrees to diligently pursue its lawsuit
against Denison.
6. The Registrant will use its best efforts to file a
Registration Statement with the Securities and Exchange
Commission with respect to the rights offering described
below and use its best efforts to cause the Registration
Statement to become effective by December 31, 1995.
7. In order to enable the Registrant to diligently pursue its
lawsuit against Denison, NWO agrees to make advances to the
Registrant for ongoing legal fees as reflected in statements
received by the Registrant subsequent to August 1, 1995 in
connection with the Denison litigation up to an estimated
$100,000 in litigation expenses. As of September 30, 1995,
the Registrant has borrowed $49,685 for legal fees. This
amount is included as a current liability in the
accompanying financial statements.
8. The Registrant agrees to reimburse NWO for such advances up
to an estimated $100,000 together with interest thereon
computed at the annual rate of 10% upon receipt of the
proceeds of the rights offering or January 31, 1996,
whichever occurs earlier.
8
(3) OIL AND GAS SALES - GREECE
Effective January 1, 1993, the operator of the Greek properties
negotiated an agreement with the Greek government which amended the original
license agreement. The amendment provides for a sliding scale for
calculating the operator's recoverable costs and expenses and for the
calculation of the Greek royalty interest. Denison Mines Ltd., the working
interest owner who has the contractual obligation to the Registrant for the
15% net earnings interest, has asserted that the calculation of the amounts
due to the Registrant should be based on the amended agreement with the Greek
government. The Registrant disagrees with this interpretation and has
commenced a legal action in Canada seeking a declaration by the Court that
amounts due the Registrant attributable to its 15% net earnings interest be
calculated based on the terms of the license agreement before the 1993
amendment. The Registrant has filed for damages of approximately $5,000,000
for the period from January 1, 1993 through March 31, 1994, plus damages
since that date and undetermined future damages. The Registrant estimates
that damages for unpaid revenues for the period from April 1, 1994 through
September 30, 1995, are approximately $7,000,000. While the Registrant
believes it has a reasonable possibility of prevailing in the litigation, the
ultimate outcome of the matter cannot presently be determined. Accordingly,
no amounts have been recorded in the accompanying financial statements for
current revenues or damages, if any, that may ultimately be awarded to the
Registrant. Unpaid revenues for the net earnings interest calculated under
the terms of the amended agreement are estimated at approximately $675,000
for the period from January 1, 1993 through September 30, 1995, $490,000 of
which is attributable to the year ended March 31, 1995.
In response to the legal action commenced by the Registrant, the working
interest owner has ceased remitting payments to the Registrant and has filed
a counteraction seeking damages in the amount of $4,747,811 plus interest and
costs, alleging the Registrant was overpaid for the period January 1, 1989
through December 31, 1993. As the working interest owner has ceased
remitting payments to the Registrant for its 15% net earnings interest, the
Registrant has not recorded any revenues for Greece for the year ended March
31, 1995 or for the six months ended September 30, 1995. A revenue accrual
had been made for the six months ended September 30, 1994 but was
subsequently reversed in the financial statements for the year ended March
31, 1995. While the Registrant believes that it will prevail on the
counterclaim, the ultimate outcome of that matter likewise cannot be
determined. Accordingly, no provision for any liability or loss that may
result upon final resolution of the counterclaim has been recognized in the
financial statements.
9
(4) INCOME TAXES
Income tax expense (benefit) consists of the following:
Six Months Ended
September 30, September 30,
1995 1994
-------------- -------------
Current:
Foreign - Greece $ - 146,666
Deferred:
Foreign - Greece (59,200) (66,470)
--------- --------
Total income tax
(benefit) expense $ (59,200) 80,196
========== =========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
In the past, the Registrant's principal source of revenue has been from
its net earnings interest in an oil and gas concession located offshore
Greece. Payments to the Registrant for its net earnings interest were
suspended in 1994 when the Registrant commenced legal action against Denison.
Prior to that time the revenues from the net earnings interest varied. The
fluctuations in revenues in recent years are in part due to fluctuations in
oil prices. The average per barrel price for oil production underlying the
net earnings interest was $14.47, $12.38 and $15.65 for the years ended March
31, 1995, 1994 and 1993, respectively.
Due to high Greek income taxes and royalties in combination with
declining production levels, low oil prices and increasing operating costs,
the consortium operating the Greek properties believed that the Greek
operation was at its economic breakeven point. As a result, Denison and its
partners commenced negotiations in 1992 with senior Greek government
officials to obtain relief from the high level of government taxes and
royalties. On February 23, 1993, the consortium reached an agreement with
the Greek Government resulting in an amendment to the License Agreement known
as Law 98/1975 which regulates the operation of the field. The amendment was
ratified by the Greek Parliament on June 23, 1993 and was retroactive to
January 1, 1993.
The amendment provides for a sliding scale for both the cost recovery
factor and the Greek royalty interest based on the annual adjusted gross
income from operations on a calendar year basis.
10
The new law also provides for a reduction in the effective Greek income
tax rate from 50% to 40%.
In addition, the new law required Denison and its partners to spend $15
million during 1993 and 1994 on infill drilling in order to enhance the
recoverability of the hydrocarbons. In March 1994, the consortium announced
the discovery of a new oil field by the drilling of the Prinos North-2 well.
According to Denison's 1994 Annual Report, two oil bearing zones were flow
tested with a 30 meter upper section flowing at about 3,200 barrels per day
and a 7 meter lower section flowing at 150 barrels per day. Oil in place was
calculated at about 18 million barrels of which 5 million may be recoverable.
The crude from this discovery has an API gravity of about 25 degrees,
contains about 7% sulphur and may have a selling value of between $1.50 and
$4.00 per barrel less than Prinos crude. Recent discussions with Denison
indicate that the consortium is not considering development of Prinos North
at this time.
Denison, who has the contractual obligation to pay the Registrant's net
earnings interest, has asserted that the calculation of the amounts due the
Registrant should be based on the amended agreement with the Greek
government. The Registrant disagrees with this interpretation and has
commenced legal action seeking a declaration by the Court that amounts due
the Registrant attributable to its net earnings interest be calculated
based on the terms of the license agreement prior to the 1993 amendment.
The Registrant has filed for damages of approximately $5,000,000 for the
period from January 1, 1993 through March 31, 1994 plus damages since that
date and undetermined future damages. The Registrant estimates that
damages for unpaid revenues for the period from April 1, 1994, through
September 30, 1995, are approximately $7,000,000.
Denison has counterclaimed for the repayment of the sum of $4,747,811
that it alleges was mistakenly paid to the Registrant as part of the net
earnings interest during the period from January 1, 1989, to December 31, 1993.
The Registrant has received revenues from sales of seismic data gathered
in its oil and gas exploration and development activities. That revenue is
sporadic and is not sufficient to fund the Registrant's ongoing operations.
During the six-month period ended September 30, 1995, the Registrant
recorded approximately $36,700 of revenue from the sale of seismic data.
The Registrant currently receives approximately $322,000 per year in
connection with services it renders to Cordillera Corporation and San Miguel
Valley Corporation pursuant to management agreements providing for
reimbursement of costs for actual time and expenses incurred in activities
conducted on behalf of those entities. The amounts received under the
management
11
agreements are a reimbursement for employee salaries and other operating
expenses.
Denison's suspension of the payments to the Registrant under the net
earnings interest has resulted in the Registrant's inability to fulfill its
financial obligations as they become due and therefore the Registrant faces
potential insolvency. Accordingly, the Registrant's auditors have issued an
opinion on the Registrant's financial statements for the year ended March 31,
1995 that includes an explanatory paragraph discussing the uncertainty
regarding the Registrant's ability to continue as a going concern. The
financial statements do not contain any adjustments that may be necessary if
the Registrant is unable to continue as a going concern. In addition to the
uncertainty of the Registrant's ability to continue as a going concern, the
auditor's report also refers to the uncertainty associated with the legal
action against Denison and indicates that no provision for any liability or
loss that may result upon adjudication has been recognized in the financial
statements for the year ended March 31, 1995.
Since payments under the net earnings interest were suspended, the
Registrant has funded its operations through draws against the line of credit
established with NWO. Prior to the end of fiscal year 1995, the Registrant's
credit line was exhausted.
On September 19, 1995, the Registrant entered into the Modification
Agreement with NWO. The Modification Agreement provides for limited funding
of litigation expenses and provides temporary relief from any collection
actions by NWO. The Modification Agreement does not provide any further
funding for operating expenses of the Registrant other than limited funding
of the litigation with Denison.
On October 6, 1995, the Registrant filed a Form SB-2 Registration
Statement with the SEC. Under the terms of the rights offering, the
Registrant is offering to the holders of its common stock, the right to
subscribe for additional shares on the basis of 1.5325 shares of common stock
for each share held as of a specified closing date yet to be determined. The
Registrant will proceed with the rights offering once the Form SB-2 is
declared effective.
On August 22, 1995, the Registrant obtained the commitment of
International Hydrocarbons, the Registrant's principal stockholder, to
subscribe to any unsubscribed shares under the rights offering provided that
the Registrant used its best efforts to obtain an effective registration
statement from the SEC by December 31, 1995.
12
Future operations of the Registrant, reimbursement to NWO of advances
for legal fees in connection with the litigation of its net earnings interest
and settlement of accounts payable as funds are available will be financed by
this rights offering. The Registrant estimates that the funding provided
from the rights offering will be sufficient to fund the litigation with
Denison through June 30,1996, the date prior to which the Registrant
anticipates a judgment will be rendered in the litigation, and to fund
limited operations through December 1996. Accounts payable will be settled as
necessary and as funds are available. Even if a judgment in the Registrant's
favor is obtained, of which there is no assurance, there is no guarantee that
the Registrant would be able to collect that judgment and, if able to
collect, when the judgment would be actually collected. Unless funds are
collected as a result of the litigation with Denison and the revenue stream
is resumed under the net earnings interest, the Registrant will be required
to obtain some additional source of capital, in addition to the rights
offering described herein, to fund continuing operations past December 1996
and pay off the NWO loan and accrued interest when due on December 31, 1996.
If the judgment is not favorable, the Registrant would likely still
retain its net earnings interest, however, the revenue stream will be
substantially reduced. Unpaid revenues for the net earnings interest
calculated under the terms of the amended agreement are estimated at
approximately $675,000 for the period from January 1, 1993 through September
30, 1995, $490,000 of which is attributable to the year ended March 31, 1995.
If Denison is successful in its counterclaim and obtains a judgment against
the Registrant, revenues from the net earnings interest could be suspended
and applied to payment of the judgment. If such unfavorable outcome occurs,
it is uncertain as to whether the Registrant's revenue stream from its net
earnings interest would be sufficient to pay off the NWO loan and accrued
interest. The Registrant may be forced to liquidate its assets, and in such
case, little if any assets will be available for distribution to shareholders.
If the litigation with Denison is resolved in the Registrant's favor
and payments are resumed under the net earnings interest, that revenue should
be sufficient to fund on-going operations and limited new exploration
activities. All revenues from the net earnings interest will be initially
applied to repay the Registrant's obligations to NWO under the
Modification Agreement. There is no assurance as to how long the Prinos
property will continue to produce oil and gas and, accordingly, how long the
Registrant can expect revenue from its net earnings interest.
The financial statements do not include any adjustments that might result
from the uncertainties described above.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGE IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
The Registrant has failed to maintain the minimum standards required by
the Pacific Stock Exchange (the "Exchange") to maintain its listing as a Tier
II Security on that Exchange. On August 25, 1995, the Registrant was notified
that it is subject to the initiation of delisting procedures. Its listing
status was reviewed by the Exchange at a meeting of the Equity Listing
Committee (the "Committee") held on October 3, 1995. The Registrant was
informed that the Committee had decided to delist its common stock. The
Committee based its decision upon the Registrant's deficiencies with
respect to the following components of the Exchange's listing maintenance
requirements: net tangible assets of at least $500,000, aggregate market
value of at least $500,000, and a minimum bid price per share of at least $1.
The Registrant has the right to appeal the decision of the Committee and the
Registrant intends to pursue such an appeal. The Registrant's common stock is
suspended from trading as of October 4, 1995 and will remain suspended until
the appeals process is completed. If the stock is delisted from the
Exchange, it will be necessary to secure a broker-dealer to serve as a market
maker for trades in the stock. This may impact the convenience of trading in
the shares. Any impact on the market value of the shares cannot be predicted.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith are listed below and if not located in
another previously filed registration statement or report, are attached to
this Report at the pages set out below. The "Exhibit Number" below refers to
the Exhibit Table in Item 601 of Regulation S-B. Those reports previously
filed with the Securities and Exchange Commission as required by Item 601 of
Regulation S-B are incorporated herein by reference, in accordance with
the provisions of Rule 126-32, to the reports or registration statements
identified below.
Exhibit Number Name of Exhibit Location
- ----------------- -------------------------- ---------------
10.1 Modification Agreement with Exhibit 10.20 on
NWO Resources, Inc. dated Form SB-2 filed
September 19, 1995 October 6, 1995,
File # 33-63277
10.2 First Amendment to Exhibit 10.21 on
Security Agreement with Form SB-2 filed
NWO Resources, Inc. dated October 6, 1995,
September 19, 1995 File # 33-63277
10.3 Letter dated August 22, Exhibit 10.22 on
1995 from International Form SB-2 filed
Hydrocarbons regarding October 6, 1995,
purchase of unsubscribed File # 33-63277
stock in rights offering
(b) There have been no reports on Form 8-K filed during the quarter for
which this Report is filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
OCEANIC EXPLORATION COMPANY
Date: November 10, 1995 /s/ Charles N. Haas
- ------------------------- ---------------------------------------
Charles N. Haas
President
Date: November 10, 1995 /s/ Diana J. Peters
- ------------------------- ---------------------------------------
Diana J. Peters
Treasurer and
Chief Financial Officer