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 June 30, 1996.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to ______.
Commission file number 0-6540.
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
(Address of principal executive offices)
(303) 220-8330
(Issuer's Telephone number)
----------------------------------------------------
(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
----- -----
Shares outstanding at Common $.0625 Par Value
August 7, 1996
9,916,154
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
JUNE 30, 1996 MARCH 31, 1996
------------- --------------
Cash $ 540,415 $ 642,650
Receivables:
Affiliates 5,472 2,765
Other 899 683
------------ ------------
6,371 3,448
Prepaid expenses 1,083 1,500
------------ ------------
Total current assets 547,869 647,598
------------ ------------
Oil and gas property interests,
full-cost method of accounting --
Greece 39,000,000 39,000,000
Less accumulated amortization,
depreciation and valuation allowance (38,007,033) (37,926,522)
------------ ------------
992,967 1,073,478
------------ ------------
$ 1,540,836 $ 1,721,076
------------ ------------
------------ ------------
(Continued)
2
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
LIABILITIES AND STOCKHOLDERS' DEFICIT
JUNE 30, 1996 MARCH 31, 1996
------------- --------------
Current liabilities:
Notes payable to affiliate (note 2) $ 1,232,785 $ 1,308,201
Accounts payable 172,710 232,363
Accounts payable to affiliate 60,000 60,000
United Kingdom taxes payable,
including accrued interest 405,319 405,319
Accrued expenses 102,831 94,017
----------- -----------
Total current liabilities 1,973,645 2,099,900
----------- -----------
Deferred income taxes (note 5) 674,769 708,198
----------- -----------
Total liabilities 2,648,414 2,808,098
----------- -----------
Stockholders' deficit:
Preferred stock, $10 par value.
Authorized 600,000 shares; none
issued -- --
Common stock, $.0625 par value.
Authorized 12,000,000 shares; issued
and outstanding 9,916,154 shares
(note 3) 619,759 619,759
Capital in excess of par value 155,696 155,696
Accumulated deficit (1,883,033) (1,862,477)
----------- -----------
Total stockholders' deficit (1,107,578) (1,087,022)
----------- -----------
Contingencies (note 4)
$ 1,540,836 $ 1,721,076
----------- -----------
----------- -----------
See accompanying notes to consolidated financial statements.
3
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
June 30,
--------------------
1996 1995
-------- --------
Revenues:
Oil and gas sales - Greece (note 4) $216,827 $ -
Other 75,376 120,164
-------- ---------
292,203 120,164
-------- ---------
Costs and expenses:
Interest and financing costs 26,763 45,222
Exploration expenses 691 14,601
Amortization and depreciation 80,511 68,500
General and administrative 151,492 143,753
-------- ---------
259,457 272,076
-------- ---------
Income (loss) before income taxes 32,745 (151,912)
Income tax (expense) benefit (note 5) (53,302) 32,060
-------- ---------
Net loss $(20,556) $(119,852)
-------- ---------
-------- ---------
Loss per common share $ (.01) $ (.03)
-------- ---------
-------- ---------
See accompanying notes to consolidated financial statements.
4
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
June 30,
----------------------
1996 1995
---------- ---------
Cash flows from operating activities:
Net loss $ (20,556) $(119,852)
Adjustments to reconcile net loss to net cash
(used by) provided by operating activities:
Amortization and depreciation 80,511 68,500
Deferred income tax benefit (33,429) (32,060)
(Increase) decrease in receivables (2,923) 8,431
Decrease in restricted cash - 15,629
Decrease in prepaid expenses and other assets 417 3,507
(Decrease) increase in accounts payable and
accounts payable to affiliates (59,653) 50,924
Increase in accrued expenses 8,814 39,896
Increase in other noncurrent liabilities - 571
--------- ---------
Net cash (used in) provided by operating
activities (26,819) 35,546
--------- ---------
Cash flows from financing activities:
Repayments of notes payable to affiliates (75,416) -
--------- ---------
Net (decrease) increase in cash (102,235) 35,546
--------- ---------
Cash at beginning of period 642,650 154,628
--------- ---------
Cash at end of period $ 540,415 $ 190,174
--------- ---------
--------- ---------
See accompanying notes to consolidated financial statements.
5
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated balance sheet as of March 31, 1996, which has been
derived from audited statements and the unaudited interim consolidated
financial statements included herein has 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 March 31 and June 30, 1996 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 were 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 15% 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.
6
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") which it
holds from the Registrant.
2. Any monies collected by the Registrant from Denison Mines Limited (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 (subsequently extended
by sixty (60) days pursuant to an Extension Agreement dated December 27,
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.
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.
On November 27, 1995, the Registrant received $810,522 from Denison
representing unpaid revenues on its net earnings interest. These revenues
covered the period from January 1, 1993 through October 31, 1995, and were
calculated under the terms of the License Agreement as amended in 1993.
Pursuant to the Modification Agreement, the Registrant retained $200,000 from
the payment received from Denison. On November 30, 1995 the Registrant paid
NWO $610,522. $92,402 was applied to accrued interest and $518,120 was
applied to the loan leaving an outstanding balance of $1,481,880. Future
payments by Denison for the Registrant's 15% net earnings interest will also be
applied to the Registrant's obligations to NWO pursuant to the Modification
Agreement. As of June 30, 1996, the outstanding loan balance was $1,232,785.
The Registrant does not believe
7
that the payments made under the net earnings interest as calculated under
the terms of the amended License Agreement at current production and price
levels will be sufficient to repay the obligations owed to NWO.
(3) COMMON STOCK
In accordance with the terms of the Modification Agreement, the
Registrant filed a Form SB-2 with the Securities and Exchange Commission on
October 6, 1995 for the purpose of registering 6,001,000 shares of additional
common stock to be issued pursuant to a rights offering ("Rights Offering").
In January 1996, the Registrant raised $524,093, net of offering costs, from
the Rights Offering. Each shareholder was offered the right to purchase
1.5325 shares of additional common stock for each share of common stock owned
as of the record date at the price of $.10 per share. The Registrant used the
proceeds to reimburse NWO for advances of legal fees and accrued interest
thereon, and retained the remainder to fund future operations.
(4) 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 entered into in June 1975 (the "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. The working interest owner who has the contractual obligation to
the Registrant for the 15% net profits 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 profits interest be calculated based on the terms of the License
Agreement before this amendment. The Registrant is seeking $27,000,000, or
alternatively an accounting and payment of the 15% net earnings interest
effective January 1, 1993. The Registrant estimates damages for unpaid
revenues are approximately $14,600,000 for the period from January 1, 1993
through June 30, 1996 plus damages since that date and undetermined future
damages. While the Registrant believes it has a reasonable possibility of
prevailing in its action, 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.
In response to the legal action, the working interest owner had ceased
remitting payment to the Registrant and, accordingly, no revenue was recorded
for the three months ended June 30, 1995. In November 1995, the Registrant
received a payment from the working interest owner representing unpaid
revenues relating to the royalty interest from January 1, 1993 through
October 31, 1995. In December 1995, the working interest owner resumed
monthly revenue payments. All of these revenue payments were calculated
under the terms of the amended License Agreement.
8
(5) INCOME TAXES
Income tax (expense) benefit consists of the following:
Six Months Ended
June 30,
---------------------
1996 1995
-------- -------
Current:
Foreign - Greece $(86,731) --
Deferred:
Foreign - Greece 33,429 32,060
-------- ------
Total income tax (expense) benefit $(53,302) 32,060
-------- ------
-------- ------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Registrant's principal source of revenue, its net earnings
interest in an oil and gas concession located offshore Greece, is currently the
subject of litigation. Denison, who has the contractual obligation to pay the
net earnings interest, has asserted that the calculation of the amounts due the
Registrant should be based upon the 1993 amendment to the License Agreement.
Payments received under the amended License Agreement are significantly lower.
The Registrant also receives revenues from sales of seismic data
gathered in its oil and gas exploration and development activities. This
revenue is sporadic and is not sufficient to fund the Registrant's ongoing
operations.
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 agreements are a
reimbursement for employee salaries and other operating expenses.
Denison's reduced payments to the Registrant under the net earnings
interest have 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, 1996 that
includes an explanatory paragraph discussing the uncertainty regarding the
Registrant's ability to continue as a
9
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.
When payments for the net earnings interest were suspended, the
Registrant 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. During the first half of fiscal year 1996, the
Registrant had no resources to make monthly interest payments on the advances
under the line of credit.
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 also allows the Registrant to retain up to
$200,000 of any proceeds received for its net earnings interest for general
working capital purposes. 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 November 27, 1995, the Registrant received $810,522 from Denison
representing unpaid revenues for its net earnings interest. These revenues
cover the period from January 1, 1993 through October 31, 1995, and are
calculated under the terms of the License Agreement as amended in 1993. This
payment was made in connection with the agreement of Denison to withdraw the
counterclaim filed by Denison against the Registrant. As of December 1995,
Denison has resumed monthly revenue payments to the Registrant for its net
earnings interest as calculated under the terms of the amended License
Agreement.
Pursuant to the Modification Agreement, the Registrant retained
$200,000 from the payment received from Denison. On November 30, 1995 the
Registrant paid NWO $610,522. $92,402 was applied to accrued interest and
$518,120 was applied to the loan leaving an outstanding balance under the line
of credit of $1,481,880. Future payments by Denison for the net earnings
interest will also be applied to the Registrant's obligations to NWO pursuant to
the Modification Agreement. As of June 30, 1996, the outstanding balance under
the line of credit was $1,232,785. The Registrant does not believe that the
payments made for the net earnings interest as calculated under the terms of the
amended License Agreement at current production and price levels will be
sufficient to repay the obligations owed to NWO.
In February 1996, Registrant was able to successfully raise $524,093,
net of offering costs, in connection with the sale of 6,001,000 shares of
additional common stock through the Rights Offering. Pursuant to the terms of
the Modification Agreement with NWO, $64,107 from the Rights Offering was used
to reimburse NWO for advances made to the Registrant for legal fees; $61,876 and
$2,231 were applied to the principal and accrued interest, respectively. The
Registrant estimates that the funding provided from the Rights Offering will be
sufficient to fund the litigation and limited operations through December 31,
1996, the date prior to which the Registrant anticipates a judgment will be
rendered in the litigation.
10
Even if a judgment in the Registrant's favor is obtained, of which
there is no assurance, there can be no guarantee that the Registrant would be
able to collect that judgment and, if able to collect, when the judgment would
be actually collected. Until recently, it appeared, based on Denison's public
filings, that the financial stability of Denison was questionable and that
Denison continued to operate at the sufferance of its secured creditors.
Denison announced on October 16, 1995 that Denison's Board had approved a Plan
of Arrangement which, among other things, incorporates agreements restructuring
the debt held by Denison's major lenders, the Toronto Dominion Bank, Bank of
America Canada, and the Canadian Mortgage and Housing Corporation. In a press
release dated December 21, 1995, Denison announced that it had obtained the
final order of the Ontario Court of Justice, General Division approving its Plan
of Arrangement. The press release indicated that as a result of the
contribution of all stakeholders, Denison has been preserved as a going concern
and its capital structure has been substantially improved. The court approval
of the Plan may increase the likelihood that Denison would have assets available
for satisfaction of a judgment in favor of the Registrant. However, the
Registrant does not have sufficient information to determine whether any assets
of Denison are unsecured and available for satisfaction of a judgment in favor
of the Registrant.
Unless funds are collected as a result of the litigation with Denison
and the revenue stream is resumed under its net earnings interest as calculated
under the License Agreement prior to the 1993 amendment, the Registrant will be
required to obtain some additional source of capital 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
have its net earnings interest; however, the revenue stream will likely be
substantially reduced. If such unfavorable outcome occurs, the Registrant does
not believe that the payments made for the net earnings interest as calculated
under the terms of the amended License Agreement at current production and price
levels will be sufficient to repay the obligations owed to NWO. 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 as calculated under the
License Agreement prior to the 1993 amendment, 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.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In June 1994, the Registrant commenced legal action against Denison
seeking a declaration by the Court that amounts due the Registrant attributable
to its net earnings interest in certain oil and gas producing areas offshore
Greece be calculated based on the terms of the License Agreement prior to a 1993
amendment agreed to by the consortium and the Greek government. The Registrant
is seeking damages of approximately $27,000,000 or alternatively, an accounting
and payment of its net earnings interest in respect of the period commencing
January 1, 1993. While the Registrant believes there is a reasonable possibility
of prevailing in the litigation, the ultimate outcome of the lawsuit cannot be
determined at this time. 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. A court date has been scheduled
for September 1996.
In November, 1995, Denison agreed to withdraw its counterclaim filed
against the Registrant in connection with the litigation between the parties.
See the Registrant's Form 10-KSB for the fiscal year ended March 31,
1996, for a more detailed discussion of these legal proceedings.
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 in several respects to maintain the minimum
standards for maintaining its listing as a Tier II Security on the Pacific Stock
Exchange (the "Exchange"). On August 25, 1995, the Registrant was notified that
it was 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 Registrant's common stock
was suspended from trading on October 4, 1995. 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
12
of at least $500,000, aggregate market value of publicly held shares of at
least $500,000, a minimum bid price per share of at least $1, and the
Committee's serious doubts about the Registrant's ability to meet the
requirements for an ongoing concern. On December 8, 1995, representatives of
the Registrant appealed the decision to delist the stock before the Board
Appeals Committee of the Exchange. Finding no compelling evidence to
recommend that the October 3, 1995, decision of the Committee be revised, the
decision to delist was upheld and affirmed. The delisting of the Registrant
from the Exchange will likely have an adverse effect on the market value of
the common stock.
On January 24, 1996 the National Association of Securities Dealers,
Inc. approved the right for the Registrant's common stock to be quoted on the
OTC Bulletin Board under the symbol OCEX.U. The Registrant has secured a
broker-dealer to serve as a market maker for trades in its common stock.
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 12b-32, to the reports or registration statements identified
below.
Exhibit Number Name of Exhibit Location
- -------------- --------------- --------
None
(b) No reports on Form 8-K were filed during the quarter for which this
Report is filed.
13
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: August 9, 1996 /s/ Charles N. Haas
-------------------------- ---------------------------------
Charles N. Haas
President
Date: August 9, 1996 /s/ Lori A. Brundage
-------------------------- ---------------------------------
Lori A. Brundage
Treasurer and Chief Financial Officer