U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER: 0-25386
FX ENERGY, INC.
(Name of registrant issuer in its charter)
NEVADA 87-0504461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3006 HIGHLAND DRIVE, SUITE 206,
SALT LAKE CITY, UTAH 84106
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: TELEPHONE (801) 486-5555
TELECOPY (801) 486-5575
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
NONE registered
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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 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
--- ---
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K (S 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of February
15, 2000, was $94,662,394.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of February 15, 2000, FX
Energy had outstanding 14,849,003 shares of its common stock, par value $0.001.
FX ENERGY'S DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE 2000 ANNUAL
MEETING OF STOCKHOLDERS IS INCORPORATED BY REFERENCE IN RESPONSE TO PART III OF
THIS ANNUAL REPORT.
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
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This report contains statements about the future, sometimes referred to as
"forward-looking" statements. Forward-looking statements are typically
identified by the use of the words "believe," "may," "will," "should,"
"expect," "anticipate," "estimate," "project," "propose," "plan," "intend" and
similar words and expressions. FX Energy intends the forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements
contained in Section 27A of the Securities Act and Section 21E of the Exchange
Act. Statements that describe FX Energy's future strategic plans, goals or
objectives are also forward-looking statements.
Readers of this report are cautioned that any forward-looking statements,
including those regarding FX Energy or its management's current beliefs,
expectations, anticipations, estimations, projections, proposals, plans or
intentions, are not guarantees of future performance or results of events and
involve risks and uncertainties, such as:
o The future results of drilling individual wells and other exploration
and development activities;
o Future variations in well performance as compared to initial test
data;
o Future events that may result in the need for additional capital;
o Fluctuations in prices for oil and gas;
o Uncertainties of certain terms to be determined in the future relating
to FX Energy's oil and gas interests, including exploitation fees,
royalty rates and other matters;
o Future drilling and other exploration schedules and sequences for
various wells and other activities;
o Uncertainties regarding future political, economic, regulatory,
fiscal, taxation and other policies in Poland;
o The future ability of FX Energy to attract strategic partners to share
the costs of exploration, exploitation, development and acquisition
activities; and
o Future plans and the financial and technical resources of strategic
partners.
The forward-looking information is based on present circumstances and on FX
Energy's predictions respecting events that have not occurred, which may not
occur or which may occur with different consequences from those now assumed or
anticipated. Actual events or results may differ materially from those
discussed in the forward-looking statements as a result of various factors,
including the risk factors detailed in this report. The forward-looking
statements included in this report are made only as of the date of this report.
FX Energy is not obligated to update such forward-looking statements to reflect
subsequent events or circumstances.
PART I
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ITEMS 1. AND 2. BUSINESS AND PROPERTIES
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INTRODUCTION
FX Energy (Nasdaq: FXEN) is an independent oil and gas exploration,
development and production company, currently focused on opportunities in the
Republic of Poland. FX Energy is the largest foreign oil and gas exploration
acreage holder in Poland, in terms of both gross and net acres, with exploration
rights covering approximately 15.8 million gross acres, including 11.5 million
gross acres controlled by FX Energy and Apache Corporation ("Apache"), options
covering 3.4 million gross acres controlled by the Polish Oil and Gas Company
("POGC") and 0.9 million gross acres controlled solely by FX Energy. FX Energy
also has strategic alliances with Apache and POGC to explore for oil and gas,
capitalize on development opportunities, gain access to geological and
geophysical data, obtain project financing and to conduct other activities in
Poland.
FX Energy and Apache are currently conducting oil and gas exploration
activities on approximately 14.9 million acres in Poland for which FX Energy and
Apache jointly hold exploration rights (the "Apache Exploration Program"). To
date, five exploratory wells have been drilled under terms of the Apache
Exploration Program. The first four exploratory wells, all drilled during 1999,
were exploratory dry holes. The fifth well, the Wilga 2, which was drilled on
the northwest edge of the Lublin Basin, was announced as an exploratory success
on January 25, 2000 after initial production test results indicated a combined
initial flow rate of 16.9 Mmcf of gas per day and 570 Bbls of condensate from
three intervals in a Carboniferous horizon at a depth between 7,732 and 8,550
feet. The Wilga 2 was the first successful exploration well drilled by a foreign
operator in Poland. In accordance with the Apache Exploration Program terms,
Apache will cover all of FX Energy's 45.0% share of costs to drill and complete
the Wilga 2. Apache is committed to covering FX Energy's costs to drill five
additional exploratory wells in Poland.
Under terms of the Apache Exploration Program, Apache has either completed
or agreed to the following work commitments in Poland:
o EXPLORATORY DRILLING. Apache will cover all of FX Energy's pro-rata
share of costs to drill ten exploratory wells, including completion
costs, if any, on the first seven exploratory wells. To date, Apache
has drilled five exploratory wells and plans to drill at least three
additional exploratory wells in 2000 and the remaining exploratory
wells in 2001;
o SEISMIC ACQUISITION. Apache will cover all of FX Energy's pro-rata
share of costs to acquire approximately 2,000 kilometers of 2D
seismic. To date, Apache has acquired 1,650 kilometers of 2D seismic
and is scheduled to complete the remaining 350 kilometers of 2D
seismic during 2000;
o LEASEHOLD COSTS. Apache will cover all of FX Energy's pro-rata share
of concession, usufruct, and training fees during the first three
years of a six year exploration period related to the Lublin Basin and
Carpathian areas;
o GENERAL AND ADMINISTRATIVE ("G&A") COSTS. Apache will cover all of FX
Energy's pro-rata share of Apache's Polish G&A costs through June,
2000; and
o CASH CONSIDERATION. Apache paid FX Energy $950,000, including
$500,000 during 1998 and $450,000 during 1997.
FX Energy, along with Apache, is currently attempting to balance its high
potential exploration program in Poland by purchasing an interest in a mix of
oil and gas properties including proved producing, proved non-producing, proved
undeveloped and additional exploration acreage from POGC. The properties
included within the proposed acquisition are primarily in western Poland, where
in excess of 80% of all oil and gas in Poland is currently produced. FX Energy
plans to utilize its $100 million shelf registration statement filed during July
1999 to fund the capital requirements associated with the proposed acquisition
through a combination of debt and equity securities or it may utilize bank debt
or other financing alternatives. As of February 15, 2000, no binding agreements
had been formalized relating to the proposed transaction.
BUSINESS STRATEGY
The principal components of FX Energy's strategy are:
FOCUS ON POLAND. FX Energy intends to continue to concentrate its activities in
Poland because of its:
o significant oil and gas potential from geologically diverse
hydrocarbon provinces;
o free market economy and competitive regulatory environment;
o relatively modern industrial infrastructure, including drilling and
service companies, pipelines, refineries and railroads;
o established hydrocarbon potential and FX Energy's large exploratory
acreage position containing approximately 20% of all acreage in
Poland;
o dependence on imports for approximately 98% and 60% of its oil and gas
consumption, respectively; and
o internationally competitive fiscal regime regarding the development of
oil and gas resources, including a current 6% government royalty and
an exploitation license fee with no back-end governmental
participation.
EXPAND ON EXPLORATION SUCCESS. On January, 25, 2000, FX Energy announced the
Wilga 2 well as an exploratory success after initial production tests resulted
in a combined initial flow rate of 16.9 Mmcf of gas and 570 Bbls of condensate
per day from three intervals in a Carboniferous horizon on trend with POGC's
Stezyca field in the Lublin Basin. FX Energy and its partners plan an appraisal
well immediately, followed by additional development drilling and facilities
construction later in the year, with initial production expected to commence
during early 2001. In addition, FX Energy will promptly begin seismic
acquisition in the Wilga area to identify a target near the Wilga discovery to
be drilled later this year to test the possibility of additional reserves
outside the Wilga structure. Three additional exploratory wells elsewhere in
Poland are planned to be drilled during 2000 under the terms of the Apache
Exploration Program.
SECURE LOWER RISK APPRAISAL AND DEVELOPMENT OPPORTUNITIES TO BALANCE HIGHER RISK
EXPLORATION. FX Energy intends to secure lower risk appraisal and development
opportunities to balance against its ongoing high potential exploration program
on its large acreage position in Poland by:
o seeking acquisitions of proved reserves that are currently producing
or can be placed into production through the investment in production
infrastructure and the implementation of a long-term exploitation
program; and
o pursuing lower risk appraisal and development drilling opportunities
in Poland by acquiring interests in or near areas containing proven
reserves or in areas in which FX Energy believes modern drilling and
production techniques will result in commercially producing wells.
DEVELOP AND EXPAND STRATEGIC ALLIANCES. FX Energy will continue to develop and
expand its strategic alliances with Apache and POGC to obtain significant
financial and operational assistance and to enhance FX Energy's ability to
pursue additional opportunities in Poland. FX Energy may seek new strategic
alliances with operating or financial partners to exploit fully its recent
exploratory success as well as any new ventures it may enter into in Poland.
PRINCIPAL CURRENT ACTIVITIES
FX Energy is implementing its business strategy through the following current
activities:
o OIL AND GAS PROPERTY ACQUISITION. FX Energy and Apache are
negotiating terms to purchase a mix of proved producing, proved non-
producing, proved undeveloped and additional exploration acreage from
POGC. The properties are located primarily in western Poland, where
in excess of 80% of the oil and gas in Poland is currently produced.
o DEVELOPMENT OF THE WILGA STRUCTURE AND FURTHER EXPLORATION. On January
25, 2000, the Wilga 2, drilled on the northwestern edge of the Lublin
Basin in Poland, was announced as an exploratory success after initial
production tests indicated a combined initial flow rate of 16.9 Mmcf
of gas and 570 Bbls of condensate per day from three intervals in a
Carboniferous horizon at a depth between 7,732 and 8,550 feet. FX
Energy has a 45.0% interest in the Wilga 2. According to terms of the
Apache Exploration Program, Apache will cover FX Energy's share of
drilling and completion costs in the Wilga 2. FX Energy will pay for
45.0% of all development costs. FX Energy and its partners plan an
appraisal well immediately, followed by additional development
drilling and facilities construction later in the year, with initial
production expected to commence during early 2001. In addition, FX
Energy will promptly begin seismic acquisition in the Wilga area to
identify a target near the Wilga discovery to be drilled later this
year to test the possibility of additional reserves outside the Wilga
structure.
o ONGOING EXPLORATION PROGRAM. FX Energy and Apache are continuing the
exploration of the 14.9 million gross acres included within the Apache
Exploration Program in Poland. Apache has committed to cover FX
Energy's share of costs to drill five more exploratory wells, acquire
and analyze approximately 350 kilometers of 2D seismic data and cover
all G&A costs incurred by Apache in Poland through June 30, 2000.
During 2000 through early 2001, FX Energy and Apache have scheduled
the following planned exploratory activities:
o WILGA AREA: Acquire approximately 120 kilometers of 2D seismic
near the Wilga structure to identify a target near the Wilga
discovery to be drilled later this year to test the possibility
of additional reserves outside the Wilga structure. ;
o CARPATHIAN: Acquire approximately 350 kilometers of 2D seismic
and drill one exploratory well (all of FX Energy's seismic and
drilling costs will be carried by Apache);
o POMERANIAN: Acquire approximately 300 kilometers of 2D seismic
and drill one exploratory well; and
o WARSAW WEST: Acquire approximately 422 kilometers of 2D seismic
and drill one exploratory well.
FX Energy has deferred exploration of the 0.9 million acre Baltic
Project Area for the time being.
o POSSIBLE ADDITIONAL PROVED RESERVE OPPORTUNITIES. FX Energy and
Apache are continually reviewing data from existing POGC fields with
proved reserves that may be suitable for possible joint acquisition,
the installation of production infrastructure and the implementation
of a long-term exploitation program.
o NEW APPRAISAL, DEVELOPMENT AND EXPLORATION PROJECTS. FX Energy and
Apache regularly review appraisal, development and exploration
projects for possible joint development and production operations on
existing POGC discoveries, shut-in fields and under-developed
properties in Poland.
ASSUMPTIONS
References to FX Energy in this report include FX Energy, Inc., its
subsidiaries and the entities or enterprises organized under Polish law in which
FX Energy has an interest and through which FX Energy conducts its activities in
that country. As discussed, FX Energy has entered into arrangements with POGC
and Apache through which each company has separate rights to participate in
various activities and projects in Poland.
For the purposes of presenting information in this report, all gross and net
well and acreage positions in Poland assume the following:
o POGC does not exercise its rights to participate in the portions of
the areas controlled by FX Energy, except respecting portions in which
it has elected to participate with the interest indicated prior to the
date of this report; and,
o FX Energy and Apache each will exercise their respective options to
participate in POGC controlled acreage at 33.3% each.
All historical production and test data about Poland, excluding wells in
which FX Energy has participated, have been derived from information furnished
by either POGC or the Polish Ministry of Environmental Protection, Natural
Resources and Forestry.
THE REPUBLIC OF POLAND
The Republic of Poland, with a population of about 40 million people,
peacefully asserted its independence in 1989 and adopted a new constitution that
established a parliamentary democracy. Poland's comprehensive economic reform
programs and stabilization measures implemented since 1989 have enabled it to
move toward a free market economy that is currently one of the fastest growing
in eastern Europe, with recent annual growth rates of from 5% to 7%. Poland
recently joined NATO and is poised to join the European Union within the next
few years. Poland's international trade has also undergone significant
progress. Its economic ties have turned from the east to the west, with most of
its current international trade with the countries of the European Union. The
Polish government credits foreign investment as a forceful growth factor,
generating over one-third of the country's total investment and acting as a
powerful restraint on unemployment.
Since the 1850s, when oil was first commercially produced in Poland, in
excess of 122 MMBbls of oil and 2.6 Tcf of gas in the southeastern Carpathian
region and 24 MMBbls of oil and 2.3 Tcf of gas in the southwestern Polish
Lowlands have been produced to date. Over the last several decades, the
exploration and development of Poland's oil and gas resources have been hindered
by a combination of foreign influence, a centrally controlled economy, limited
financial resources and a lack of modern exploration technology. Poland
currently imports approximately 98% of its oil, primarily from countries of the
former Soviet Union and the Middle East, and approximately 60% of its natural
gas, primarily from countries of the former Soviet Union. Poland is about the
size of New Mexico and contains approximately 77.3 million acres, 15.8 million
of which FX Energy has exploration rights to as of December 31, 1999.
POGC is the largest holder of oil and gas exploration and exploitation
rights in Poland. According to the September 13, 1999 issue of the Oil and Gas
Journal, POGC had estimated reserves of 5.4 Tcf of gas and 103.9 MMBbls of oil
as of December 31, 1998. POGC is a state owned and fully integrated oil and gas
company with approximately 30,000 employees. The government of Poland has
announced that it intends to privatize various aspects of POGC. At this time,
no specific plans have been announced respecting the method or timing of such
privatization.
EXPLORATION AND DEVELOPMENT ACTIVITIES IN POLAND
Polish Exploration Rights
FX Energy's oil and gas exploration rights in Poland are comprised of the
following gross acreage components, rounded to the nearest 100,000 acre:
FX ENERGY POGC CONTROLLED AREAS (1) TOTAL
-------------------------
CONCESSIONS (2) CONCESSIONS EXCLUSIVE ACREAGE
--------------- ----------- --------- ----------
APACHE EXPLORATION PROGRAM (1)
Lublin Basin ............ 5,000,000 600,000 -- 5,600,000
Carpathian .............. 1,400,000 200,000 1,300,000 2,900,000
Pomeranian .............. 2,200,000 -- 1,300,000 3,500,000
Warsaw West.............. 2,900,000 -- -- 2,900,000
--------------- ----------- --------- ----------
Total 11,500,000 800,000 2,600,000 4,900,000
BALTIC PROJECT AREA 900,000 -- -- 900,000
--------------- ----------- --------- ----------
TOTAL 12,400,000 800,000 2,600,000 15,800,000
=============== =========== ========= ==========
(1) In the Apache Exploration Program, POGC controlled areas include
approximately 0.8 million acres of existing POGC Concessions and
approximately 2.6 million acres for which POGC has been granted the
exclusive right to obtain concessions by the government of Poland. FX
Energy and Apache each have separate options to participate in the
exploration of POGC controlled areas with up to a one-third interest each.
In turn, POGC has an option to participate with up to a one-third interest,
determined on a block by block basis, in the exploration of the FX Energy
Concession portion of the respective areas.
(2) FX Energy and Apache each have a fifty-percent beneficial interest in all
FX Energy Concessions within the Apache Exploration Program. The Warsaw
West area and the Baltic Project Area are not subject to POGC options. The
Baltic Project Area is owned one-hundred percent by FX Energy.
FX Energy may relinquish all or part of its interest in any exploratory
acreage at any time if it determines the hydrocarbon potential within any given
area does not warrant additional holding or exploration costs.
Apache Exploration Program
Effective January 1, 1999, FX Energy and Apache entered into an agreement
which further defined the relationship between FX Energy and Apache in Poland by
establishing an Area of Mutual Interest ("AMI") Agreement covering the entire
country of Poland, except for the 0.9 million acre Baltic Project Area, for oil
and gas exploration, production, development and acquisition activities for a
period of two years. The AMI Agreement effectively consolidated the terms of
various agreements signed between FX Energy and Apache during 1997, 1998 and
1999 into one basic agreement, referred to collectively as the "Apache
Exploration Program."
Under terms of the Apache Exploration Program, Apache has either agreed to
or completed the following primary terms:
o Apache must pay FX Energy's pro-rata share of cost to drill ten
exploratory wells, including paying for drilling and completion costs
for the first seven wells (five of which have been drilled to date)
and drilling costs (excluding completion costs) for three wells (none
of which has been drilled to date);
o Apache must pay FX Energy's pro-rata share of cost to shoot 2,000
kilometers of 2D seismic; including 1,650 kilometers of 2D seismic in
the Lublin Basin completed during 1998 and 350 kilometers of 2D
seismic in the Carpathian area that is scheduled to be completed
during 2000;
o Apache must pay all of FX Energy's pro-rata share of all concession
and usufruct fees during the first three years in the Lublin Basin
(approximately $695,000) and the Carpathian area (approximately
$160,000);
o Apache must pay all of FX Energy's pro-rata share of annual training
costs during the first three years in the Lublin Basin ($80,000 per
year) and the Carpathian area ($15,000 per year);
o Apache may not charge FX Energy for any of its pro-rata share of
Polish G&A costs through June 30, 2000. Thereafter, Apache may charge
FX Energy for 25% of its Polish G&A costs, increased by 5% upon the
drilling of each of the five remaining exploratory wells; up to a
maximum of 50%; and
o Apache paid FX Energy $950,000, including $500,000 during 1998 and
$450,000 during 1997.
The AMI Agreement modified and further defined the Apache Exploration
Program by adding the following additional terms:
o FX Energy and Apache must offer each other a fifty-percent interest in
any new exploration, appraisal, development, property acquisition or
other activities conducted by either party within the AMI during all
of 1999 and 2000;
o The ten exploratory wells under the Apache Exploration Program may, at
the consent of both parties, be drilled anywhere within the AMI;
o FX Energy and Apache have equal 50% interests in the Pomeranian and
Warsaw West areas; and,
o Apache is the operator of all areas controlled by FX Energy and Apache
within the AMI.
Exploration Acreage Overview - Apache Exploration Program
Lublin Basin
The 5.6 million acre Lublin Basin is located in central southeast Poland
and comprises the Lublin Basin Concession which contains twenty-four blocks and
three partial blocks covering approximately 5.0 million acres awarded to FX
Energy during 1996 and 1997 and the Lublin Basin Option acreage which comprises
0.6 million acres that is governed by an agreement between FX Energy, Apache and
POGC dated July 18, 1997. FX Energy and Apache have an option to participate,
with up to a one-third interest each, in the exploration of the Lublin Basin
Option acreage. In turn, POGC has the option to participate in the exploration
of the Lublin Basin Concession with up to a one-third interest.
The Lublin Basin has been explored extensively by POGC in recent years
resulting in the discovery of five fields (Stezyca, Swidnik, Ciecierzyn, Melgiew
and Komarow) which established oil or gas reservoirs in Devonian reef and
Carboniferous sand traps. Additional wells drilled by POGC in the Lublin Basin
have also encountered oil or gas shows in the Cambrian, Devonian and
Carboniferous formations. Seismic data analyzed to date and correlated with
data from drilling logs and core samples from previous wells show a number of
Carboniferous, Devonian, Cambrian and Triassic leads within the area covered by
the Lublin Basin. FX Energy and Apache have acquired over 2,000 kilometers of
2D seismic and reprocessed over 5,400 kilometers of existing 2D seismic on the
Lublin Basin to date. The seismic data, along with well log and core analysis
data, was used to pick the first five exploratory well sites jointly drilled by
FX Energy, Apache and POGC to date in the Lublin Basin.
The first four exploratory wells under the Apache Exploration Program, all
drilled within the Lublin Basin during 1999, were non-productive. In accordance
with terms of the Apache Exploration Program, Apache covered all of FX Energy's
share of costs for all four wells. On January 25, 2000, the Wilga 2, the fifth
well in the Apache Exploration Program, was announced as an exploratory success
after initial production tests indicated a combined flow rate of 16.9 Mmcf of
gas and 570 Bbls of condensate per day from three intervals in a Carboniferous
horizon at a depth between 7,732 and 8,550 feet. The Wilga 2 is on trend with
POGC's Stezyca field in the Lublin Basin. The Stezyca field was discovered by
POGC during 1995 and is reported to contain 38 Bcf of estimated gas reserves.
Under the terms of the Apache Exploration Program, Apache will cover all of FX
Energy's 45.0% share of costs pertaining to drilling and completing the Wilga 2.
FX Energy and its partners plan an appraisal well immediately, followed by
additional development drilling and facilities construction later in the year,
with initial production expected to commence during early 2001. In addition, FX
Energy will promptly begin seismic acquisition in the Wilga area to identify a
target near the Wilga discovery to be drilled later this year to test the
possibility of additional reserves outside the Wilga structure.
Carpathian
The 2.9 million acre Carpathian area is located in southern Poland and
comprises the 1.4 million acre Carpathian Concession containing twelve blocks
awarded to FX Energy on October 14, 1997 and the 1.5 million acre Carpathian
Option acreage containing POGC controlled areas that are governed by an
agreement between FX Energy, Apache and POGC dated February 2, 1998. FX Energy
and Apache have an option to participate, with up to a one-third interest each,
in the exploration of the Carpathian Option acreage. In turn, POGC has the
option to participate in the exploration of the Carpathian Concession with up to
a one-third interest.
Hydrocarbons were first discovered in the Carpathian area in 1854. To
date, the Carpathian region is reported to have produced in excess of 122 MMBbls
of oil and 2.6 Tcf of gas from shallow depths. A limited number of deep wells
drilled in recent years by POGC evidence additional possible reservoir potential
within the area. Over the past few years, there have been several oil and gas
discoveries in the Carpathian region in the Carboniferous, Myocene, Jurassic and
Cretaceous formations. FX Energy and Apache plan to acquire approximately 350
kilometers of additional 2D seismic and drill one exploratory well during 2000
on the Carpathian area.
During 1999, FX Energy elected to participate with a 5.0% interest in
drilling the Andrychow 6, an exploratory well operated by POGC on POGC option
acreage in southern Poland. The well tested a Devonian formation and was
determined to be an exploratory dry hole during December 1999.
During the second quarter of 1999, FX Energy and Apache commenced testing
and recompletion operations on the Lachowice Farm-in, an undeveloped gas
discovery on a POGC Concession located within the Carpathian area. Between 1982
and 1994 POGC drilled nine wells on the Lachowice Farm-in, three of which were
shut-in gas discoveries; the Lachowice 1, Stryszawa 2K and Lachowice 7. POGC
had previously tested the three wells at a combined average rate of 5.7 Mmcf of
gas per day per well from a depth of 10,000-13,000 feet in a Devonian reef
structure, but had yet to hook up and commercially produce the wells. On
February 26, 1999, FX Energy, Apache and POGC entered into an agreement to
jointly develop the Lachowice Farm-in with Apache as operator. Under terms of
the agreement, FX Energy and Apache agreed to pay all of the following costs in
order to earn a one-third interest each in the project: (1) test and recomplete
up to three shut-in gas wells; (2) if warranted, drill three additional wells;
and, (3) if warranted, construct gathering and processing facilities. All costs
and net revenues thereafter, including additional development drilling and lease
operating costs, were to be shared one-third each by FX Energy, Apache and POGC.
During June 1999, FX Energy and Apache commenced testing and recompletion
procedures on the Stryszawa 2K, which was subsequently plugged and abandoned
after it failed to maintain a commercial production rate. During September
1999, FX Energy and Apache tested the Lachowice 7 to determine its commercial
potential. The test results of the Lachowice 7 did not warrant constructing
gathering and processing facilities. FX Energy and Apache plan to turn the
Lachowice 7 back to POGC and terminate the Lachowice Farm-in.
Pomeranian
The 3.5 million acre Pomeranian area is located in northwestern Poland and
consists of the 2.2 million acre Pomeranian Concession containing ten
exploration blocks awarded on October 31, 1997 and the 1.3 million acre
Pomeranian Option acreage on POGC controlled areas pursuant to an agreement
between FX Energy and POGC dated May 20, 1998. FX Energy and Apache have an
option to participate, with up to a one-third interest each, in the exploration
of the Pomeranian Option acreage. In turn, POGC has the option to participate
in the exploration of the Pomeranian Concession with up to a one-third interest.
There has been no significant oil and gas production from the Pomeranian
area to date. Stratigraphic tests drilled by the Polish government have
reported oil and gas shows, primarily from the Devonian horizon. POGC's
Wierzchowa field is reported to have previously produced 14 Bcf of gas at a rate
of approximately 5.7 Mmcf per well per day from a Permian structure within the
Pomeranian Concession. POGC has made available to FX Energy and Apache the
existing seismic data and well logs and cores from the Pomeranian area for
reprocessing and analysis. FX Energy and Apache believe portions of the
Pomeranian area are geologically similar to the BMB field to the southwest on
which POGC has drilled approximately 22 commercial wells on a 3D seismic-defined
structure. POGC has estimated the BMB field has ultimate recoverable reserves
of 76 MMBbls of oil and 349 Bcf of gas. FX Energy and Apache plan to acquire
approximately 300 kilometers of additional 2D seismic and drill one exploratory
well during 2000 on the Pomeranian area.
Warsaw West
The 2.9 million acre Warsaw West area is located adjacent to the northwest
section of FX Energy's Lublin Basin in central Poland and consists of 13
exploration blocks acquired by Apache during 1997. Effective January 1, 1999,
FX Energy and Apache entered into an agreement whereby FX Energy became a fifty-
percent partner in Apache's Warsaw West area.
There has been no oil and gas production from the Warsaw West Concession.
FX Energy and Apache plan to acquire approximately 422 kilometers of additional
2D seismic and drill one exploratory well during 2000 on the Warsaw West area.
Other Polish Project Areas
Baltic Project Area
The Baltic Project Area is located onshore near the Baltic Sea and consists
of exploration rights currently covering approximately 0.9 million net acres in
northern Poland. The Baltic Project Area is part of the Baltic Platform
geological region that covers the southeastern portion of the Baltic Sea,
portions of the bordering onshore areas of northern Poland and areas to the
northeast in the Kaliningrad district of Russia, Lithuania and Latvia.
Approximately 34 onshore and offshore fields have been discovered in the Baltic
Platform. Four of the largest fields in this region reportedly have produced an
aggregate of over 150 MMBbls of high grade oil through 1994. Under terms of the
Baltic Area Usufruct Agreement, FX Energy is required to:
o drill at least two exploratory wells
o pay $33,333 per year in concession fees over six years beginning March
7, 1996; and
o spend $25,000 per year training Polish citizens.
During 1997, FX Energy drilled two wells in the Baltic Project Area to test
Cambrian horizons that produce to the north offshore in the Baltic Sea and in
the Kaliningrad district of Russia. Neither of the wells yielded commercial
quantities of hydrocarbons. FX Energy has satisfied the two well work
commitment applicable to the Baltic Project Area's six-year exploration phase
and is currently seeking an industry partner to conduct additional joint oil and
gas exploration in the Baltic Project Area.
Sudety Project Area
On July 26, 1999, Homestake Mining Company ("Homestake") completed its two-
year, $1,100,000 minimum exploration commitment and terminated its agreement
with FX Energy to jointly explore for gold on FX Energy's Sudety Project Area in
southwestern Poland. FX Energy has discontinued further gold exploration in the
Sudety Project Area.
PROPERTIES IN POLAND
Laws and Contracts Covering Poland Properties
In 1994, Poland adopted the Geological and Mining Law, which specifies the
process for obtaining domestic exploration and exploitation rights. All of FX
Energy's rights in Poland have been awarded pursuant to this law. Under the
Geological and Mining Law, the Concession Authority enters into oil, gas and
mining usufruct agreements that grant the holder the exclusive right to explore
for and exploit the designated hydrocarbons or minerals for a specified period
under prescribed terms and conditions. The holder of the mining usufruct must
also acquire an exploration concession to obtain surface access to the
exploration area by applying to the Concession Authority and providing the
opportunity for comment by local governmental authorities. If a commercially
viable discovery is made in an exploration concession area, it is necessary for
the holder of the exploration concession license to obtain an exploitation
concession license for a specific term by then applying to the Concession
Authority and negotiating with local government authorities. The holder of a
usufruct, exploration and exploitation concession licenses must also acquire
rights to use the land from the surface owner.
Oil and Gas Concessions
The Concession Authority has granted FX Energy oil and gas exploration
rights on the Lublin Basin, Carpathian, Pomeranian and Baltic areas and granted
Apache oil and gas exploration rights on the Warsaw West area. The agreements
divide these areas into blocks, generally containing approximately 250,000 acres
each. Concession licenses have been acquired for surface access to all areas
that lie within existing usufructs. The first three year exploration period
begins after the date of the last concession signed under each respective
usufruct. FX Energy believes all material concession terms have been satisfied.
Each of the oil and gas usufructs divides exploration rights into
successive exploration phases expiring in three and six years, respectively,
after the grant of the last concession agreements covered by the applicable
usufruct. A number of exploratory wells are required to be drilled during the
first three year and second three year exploration phases, a minimum amount of
2D seismic acquisition must be completed (except in the Baltic), and other
expenditures must be made, all as set forth in the applicable usufructs, in
order to retain an interest in each usufruct.
The dates of the last concession signed and work commitments for each of
the usufructs are set forth in the following table:
WORK COMMITMENT
------------------------------------------------
FIRST THREE SECOND THREE 2D
NO. OF DATE OF LAST YEAR PHASE YEAR PHASE SEISMIC
USUFRUCT BLOCKS(1) CONCESSION DRILLING DRILLING (2) ACQUISITION
- ----------------- --------- ------------ ----------- --------------------- -----------
LUBLIN BASIN:
Vistula......... 8 08/08/97 One well One well per block 500 km
Lublin Middle... 7 06/30/98 Two wells One well per block 500 km
Block 298....... 1 06/30/98 One well Two wells in usufruct 150 km
Komarow......... 11 03/04/98 Two wells One well per block 500 km
CARPATHIAN........ 12 12/31/98 One well Two wells in usufruct 350 km
POMERANIAN........ 10 12/31/98 One well Two wells in usufruct 600 km
WARSAW WEST (3)... 13 11/13/98 One well Two wells in usufruct 1,500 km
BALTIC............ 11 03/07/96 One well One well in usufruct None
(1) The Baltic Project Area includes one block that is approximately half the
size of the other blocks. The Komarow usufruct includes three extra
partial blocks adjacent to the border of Poland and the Ukraine.
(2) The drilling commitments in a block or area may be terminated by
relinquishing such block or area at the end of the first three year phase.
(3) The 2D seismic acquisition requirements for the Warsaw West area include
1,000 kilometers during the first three year exploration period and 500
kilometers during the second three year exploration period. 2D seismic
acquisition requirements for all other areas apply to the first three year
exploration period only.
FX Energy may relinquish its interest in any usufruct at any time if it
determines the hydrocarbon potential does not warrant further holding or
exploration costs without having to fulfill any remaining work commitments.
As of December 31, 1999, FX Energy had completed acquiring all of the
required 2D seismic on the Lublin Basin area, drilled one exploratory well
(Wilga 2) on the Vistula usufruct, one exploratory well (Czernic 277-2) on the
Lublin Middle usufruct and two exploratory wells (Orneta 1 and Gladysze 1A) on
the Baltic usufructs. FX Energy has also participated in drilling four other
exploratory wells (Poniatowa 317-1, Siedliska 2, Witkow 1 and Andrychow 6) that
were on concessions controlled by POGC and did not count towards the above
referenced work commitments.
The annual training fees for Polish citizens and the estimated aggregate
concession and usufruct fees over the respective usufruct's six year exploration
term, including the net amounts payable by FX Energy and Apache, are set forth
in the following table:
TRAINING FEES CONCESSION NET CONCESSION/USUFRUCT FEES
----------------------------
USUFRUCT PER YEAR (1) AND USUFRUCT (2) FX ENERGY APACHE
- ------------------ ------------- ---------------- ----------- -------------
LUBLIN BASIN:
Vistula......... $ 25,000 $ 220,000 $ $ 220,000
Lublin Middle .. 25,000 224,000 -- 224,000
Block 298 ...... 5,000 51,000 -- 51,000
Komarow ........ 25,000 200,000 -- 200,000
CARPATHIAN ....... 15,000 160,000 -- 160,000
POMERANIAN ....... 25,000 250,000 125,000 125,000
WARSAW WEST ...... 25,000 390,000 97,500 292,500
BALTIC ........... 25,000 200,000 200,000 --
------------- ---------------- ------------- ------------
Total .......... $170,000 $1,695,000 $422,500 $1,272,500
============= ================ ============= ============
(1) On the Lublin Basin and the Carpathian usufructs, Apache has committed to
cover all training fees during the first three year exploration period. FX
Energy must cover its pro-rata share of training fee costs on the Lublin
and Carpathian usufructs during the second three year exploration period.
On the Carpathian, Pomeranian, and Warsaw West usufructs, FX Energy must
cover its pro-rata share of training fees for the entire exploration
period. On the Baltic Project Area, FX Energy must cover all training fees
for the entire exploration period.
(2) As of January 31, 2000, all concession and usufruct costs in the Lublin
Basin, Carpathian, Pomeranian, and Warsaw West had been fully paid for.
The Baltic usufruct includes payments of $33,333 per year over six years
beginning March 7, 1996.
Under terms of the Apache Exploration Program, Apache contracted with FX
Energy to earn a fifty-percent interest in FX Energy's Lublin Basin and
Carpathian areas by agreeing to various work commitments. Apache has committed
to cover all of FX Energy's pro-rata share of costs in the Lublin Basin area
during the first three year phase to: (1) drill and complete seven exploratory
wells; (2) acquire 1,650 kilometers of 2D seismic; (3) cover all annual training
fees; and, (4) cover all concession and usufruct fees. In the Carpathian area,
Apache has committed to pay for FX Energy's pro-rata share of cost during the
three year phase to: (1) drill three exploratory wells; (2) acquire 350
kilometers of 2D seismic; (3) cover all annual training fees; and, (4) cover all
concession and usufruct fees. At the consent of both parties, any of the
required wells in the Lublin Basin and Carpathian areas may be drilled outside
of the respective areas. Effective January 1, 1999, FX Energy and Apache share
equally in all exploratory costs pertaining to the Pomeranian and Warsaw West
areas.
During 1997 and 1998, FX Energy, Apache and POGC entered into option
agreements covering the Lublin Basin, Carpathian and Pomeranian areas whereby FX
Energy and Apache each has an independent right to participate, with up to a
one-third interest, in the exploration of POGC controlled areas within the
Lublin Basin, Carpathian and Pomeranian areas. In turn, FX Energy and Apache
granted POGC a reciprocal right to participate in the exploration of the FX
Energy and Apache controlled areas within the Lublin Basin, Carpathian and
Pomeranian areas on a block by block basis.
If a commercially viable discovery of oil were made in any of its areas,
the concession owner would be required to apply for an exploitation concession,
as provided by the usufructs, with a term of 30 years and so long thereafter as
commercial production continues. Upon the grant of the exploitation concession,
the concession owner would become obligated to pay a fee, to be negotiated
within the range of 0.01% to 0.50% of the market value of the estimated
recoverable reserves in place, payable in five equal annual installments. The
concession owner would also be required to pay a royalty on any production, the
amount of which will be set by the Concession Authority, within a range
established on the base royalty rate for the mineral being extracted. The base
royalty rate for oil and gas is currently 6%, but could be increased
unilaterally up to 10% (the current statutory maximum base royalty rate) by the
Council of Ministers. The Concession Authority can set the royalty rate for any
particular commercial production in a range between 50% and 150% of the base
royalty rate, depending on the economic viability of such operation, but not to
exceed the statutory maximum rate. Therefore, with the current base rate of 6%
for oil and gas, the Concession Authority could establish the royalty rate
between 3% and 9%. If, however, the base rate is increased to 10%, the current
statutory maximum, the royalty rate would be between 5% and 15%. The royalty
rate may vary for different producing fields and may be changed from time to
time during the productive life of a field. Local governments will receive 60%
of any royalties paid on production. The concession owner could be subject to
significant delays in obtaining the consents of local authorities or satisfying
other governmental requirements prior to obtaining an exploitation license.
Polish Joint Venture Structure
Within the framework of the Apache Exploration Program, Apache is operator
on areas controlled jointly by FX Energy and Apache. POGC is the operator on
areas controlled by POGC. Even though FX Energy, Apache and POGC will conduct
their activities jointly, they have agreed to treat their respective interests
and obligations as separate, such that each company is responsible for providing
its own funding for joint activities and is entitled to take and sell its share
of hydrocarbons independently of the other. Customary western industry standard
joint operating agreement terms govern the parties' respective actions, rights
and obligations.
FX Energy and Apache have each created Polish subsidiaries to carry out
their joint projects in Poland. FX Energy has created several wholly-owned
spolka z o. o. (a form of limited liability company) to hold all of its
interests in Poland. For example, in the Vistula area in the western portion of
the Lublin Basin area containing eight exploration blocks, FX Energy and Apache
are each fifty-percent beneficial participants in a Polish limited liability
company (the "Lublin LLC"), all of the title ownership of which has been
assigned by FX Energy to the Lublin LLC, subject to the terms of their
participation agreement. In the event of an exploratory discovery, such as the
Wilga 2, an exploitation license must be applied for. The exploitation license
will be owned by a newly created Polish entity that reflects the true ownership
interests of all parties.
In other instances, FX Energy and Apache have paired their interests in
Poland into several spolka jawnas (a form of registered joint operation) to hold
record title to the various usufructs and concessions. For example, FX Energy
and Apache are each fifty-percent participants in a Polish spolka jawna (the
"Lublin SJ") which has been awarded usufructs and exploration concessions
covering 16 exploration blocks in the Lublin area, the Carpathian Concession and
the Pomeranian Concession.
The ownership structure in Poland may be altered by FX Energy, Apache and
POGC from time to time in response to developments in the Polish legal system to
most accurately reflect their various agreements regarding jointly owned
projects in Poland.
Production, Transportation and Marketing - Poland
As of December 31, 1999, FX Energy had no oil or gas production in Poland
or an agreement or arrangement for the sale, delivery or refining of any oil or
gas that may be produced, including possible production from the recently
drilled Wilga 2. It is expected that pursuant to terms to be incorporated into
formal documents now being negotiated, POGC will purchase gas produced from FX
Energy's interests at a market price under a long-term contract pertaining to
each property for which FX Energy holds an interest. FX Energy expects that oil
and gas produced from its interests in Poland will be sold for domestic
consumption under marketing arrangements to be negotiated. FX Energy will be
required to obtain governmental approval to export any oil or gas.
Poland has crude oil pipelines traversing the country and a network of gas
pipelines serving major cities, commercial and industrial areas and many gas
production areas, including significant portions of FX Energy's exploratory
acreage. Poland has a well-developed infrastructure of hard-surfaced roads and
railways over which FX Energy believes oil produced could be transported for
sale. There are refineries in Gdansk and Plock in Poland and one in Germany near
the western Polish border which FX Energy believes could process crude oil
produced in Poland. FX Energy will most likely incur substantial expenditures
for constructing and operating facilities to gather and transport any oil and
gas produced from its properties, including the recently discovered Wilga field.
PROPERTIES IN THE UNITED STATES
Domestic Producing Properties
FX Energy currently produces oil domestically in Montana and Nevada. All of
FX Energy's producing properties, except for the Rattlers Butte field (an
exploratory discovery during 1997), were purchased during 1994. In Montana, FX
Energy operates the Cut Bank and Bears Den fields and has an interest in the
Rattlers Butte field, which is operated by an industry partner. In Nevada, FX
Energy operates the Trap Spring and Munson Ranch fields and has an interest in
the Bacon Flat field, which is operated by an industry partner. At the end of
1999, FX Energy had no producing activities outside the United States.
A summary of FX Energy's average daily production, average working interest
and net revenue interest during 1999 follows:
AVERAGE DAILY AVERAGE AVERAGE NET
PRODUCTION (BBLS) WORKING REVENUE
----------------- INTEREST INTEREST
GROSS NET -------- -----------
------- -------
Cut Bank ........... 276 237 99.5% 85.7%
Bears Den........... 35 14 48.0% 39.2%
Rattlers Butte ..... 41 2 0.7% 5.1%
Trap Spring ........ 18 4 21.6% 20.0%
Munson Ranch ....... 46 16 36.0% 34.1%
Bacon Flat ......... 44 6 16.9% 12.5%
------- -------
Total ............ 460 279
======= =======
Montana Production
Production in the Cut Bank field in northern Montana commenced with the
discovery of oil in the 1940's at an average depth of approximately 2,900 feet.
The Southwest Cut Bank Sand Unit, which is the core of FX Energy's interest in
the field, was originally formed by Phillips Petroleum Company in 1963. An
initial pilot waterflood program was started in 1964 by Phillips and eventually
encompassed the entire unit with producing wells on 40 and 80 acre spacing. FX
Energy owns an average working interest ranging from 99.5% to 100% in 101
producing oil wells, 28 active injection wells and one active water supply well.
The Bears Den field in northern Montana was discovered in 1929 and has been
under waterflood since 1990. Oil is produced at an average depth of
approximately 2,430 feet. FX Energy owns a 48.0% working interest in five
producing oil wells and three active water injection wells.
The Rattlers Butte field was discovered in central Montana during 1997.
The State 31-8 well was drilled utilizing FX Energy's drilling rig to a depth of
approximately 5,800 feet. The well currently produces oil from the Tyler
formation. FX Energy has a 6.25% working interest in the well.
Nevada Production
The Trap Spring field was discovered in 1976. FX Energy produces oil from
fractured volcanics at an average depth of 3,700 feet from one well with a
working interest of 21.6%.
The Munson Ranch field was discovered in 1988. FX Energy produces oil at
an average depth of 3,800 feet from five wells with an average working interest
of 36.0%.
The Bacon Flat field was discovered in 1981. FX Energy owns a 16.9%
working interest in one well, which was drilled in 1993 to a depth of
approximately 5,000 feet.
Production, Transportation and Marketing - Domestic
The following table sets forth FX Energy's average net daily oil
production, average sales price and average production costs associated with
such production during the periods indicated. FX Energy had no gas production
for any of the periods for which information is presented.
YEARS ENDED DECEMBER 31,
----------------------------
1999 1998 1997
------ ------ ------
Average daily net oil production (Bbls) .. 279 315 346
Average sales price per bbl .............. $15.35 $ 9.78 $16.06
Average production costs per bbl (1) ..... $ 9.50 $ 9.11 $ 9.82
(1) Production costs include lifting costs (electricity, fuel, water, disposal,
repairs, maintenance, pumper, transportation and similar items) and
production taxes. Production costs do not include such items as G&A costs,
depreciation, depletion, state income taxes or federal income taxes.
FX Energy sells oil at posted field prices to one of several purchasers in
each of its production areas. For the years ended December 31, 1999, 1998 and
1997, over 85% of FX Energy's total oil sales were to CENEX, a regional refiner
and marketer. Posted prices are published and are generally competitive among
the various purchasers. The crude oil sales contracts may be terminated by
either party upon 30 days' notice.
Oil prices increased substantially during 1999 after being depressed for
most of 1998 as compared to 1997. Oil and gas prices have been and are likely
to continue to be volatile and subject to wide fluctuations in response to any
of the following factors: relatively minor changes in the supply of and demand
for oil and gas; market uncertainty; political conditions in international oil
producing regions; the extent of domestic production and importation of oil; the
level of consumer demand; weather conditions; the competitive position of oil or
gas as a source of energy as compared with coal, nuclear energy, hydroelectric
power and other energy sources; the availability, proximity and capacity of
gathering systems, pipelines and processing facilities; the refining capacity of
prospective oil purchasers; the effect of federal and state regulation on the
production, transportation and sale of oil; and other factors, all of which are
beyond the control or influence of FX Energy. In addition to adverse oil price
volatility, adverse changes in the market or regulatory environment may also
have an adverse effect on FX Energy's ability to obtain funding from lending
institutions, industry participants, the sale of additional securities and other
sources.
Domestic Oil Reserves
All of FX Energy's oil properties containing proved oil reserves are
located in Montana and Nevada. All information set forth in this document
regarding proved reserves, related future net revenues and PV-10 Value is taken
from the report of Larry D. Krause, independent petroleum engineer, Billings,
Montana. Mr. Krause's estimates were based upon the review of the production
history and other geological, economic, ownership and engineering data provided
by FX Energy. In accordance with SEC guidelines, FX Energy's estimates of
future net revenues from FX Energy's proved reserves and the PV-10 Value are
made using a sales price of $22.37, the weighted average oil sales price as of
December 31, 1999, the date of such estimate, and are held constant throughout
the life of the properties. No estimates of reserves have been filed with or
included in any report to any other federal agency during 1999.
FX Energy's estimated proved reserves by reserve category as of December
31, 1999 are detailed in the following table:
DECEMBER 31, 1999
----------------------------
OIL (BBL) PV-10 VALUE
------------ -------------
DEVELOPED PRODUCING:
Cut Bank ............. 638,443 $2,660,670
Other ................ 100,347 725,813
------------ -------------
Total .............. 738,790 3,386,483
DEVELOPED NON-PRODUCING:
Cut Bank ............. 341,162 2,073,667
Other ................ -- --
------------ -------------
Total .............. 341,162 2,073,667
------------ -------------
Total Developed .. 1,079,952 5,460,150
------------ -------------
UNDEVELOPED:
Cut Bank ............. -- --
Other ................ -- --
------------ -------------
Total .............. -- --
TOTAL PROVED RESERVES .. 1,079,952 $ 5,460,150
============ =============
The oil reserves assigned to the properties in this evaluation were
determined by analyzing current test data, extrapolating historical production
data and comparing field data with the production history of similar wells in
the area. The current volatility of oil prices provides an element of
uncertainty. Prices may vary significantly from the $22.37 per barrel used in
the reserve study, which in turn may have a significant impact on FX Energy's
calculated PV-10 value. FX Energy reported PV-10 proved developed reserve
values of $5.5 million, $0.5 million and $4.0 million as of December 31, 1999,
1998 and 1997, respectively. FX Energy reported PV-10 proved undeveloped
reserves values of zero as of December 31, 1999 and 1998 versus $9.6 million of
December 31, 1997 due to its decision in the third quarter of 1998 to focus its
resources on Poland and not spend the capital necessary to further develop the
Cut Bank field. The reserve evaluations utilized prices of $22.37, $8.11 and
$13.80 per barrel as of December 31, 1999, 1998 and 1997, respectively. The
reserve estimates contained in the engineering report are based on accepted
engineering and evaluation principles. The PV-10 Value does not necessarily
represent an estimate of fair market value for the evaluated properties.
There are numerous uncertainties inherent in estimating quantities of
proved oil reserves. The estimates in this document are based on various
assumptions relating to rates of future production, timing and amount of
development expenditures, oil prices and the results of planned development
work. Actual future production rates and volumes, revenues, taxes, operating
expenses, development expenditures and quantities of recoverable oil reserves
may vary substantially from those assumed in the estimates. Any significant
change in these assumptions, including changes which result from variances
between projected and actual results, could materially and adversely affect
future reserve estimates. In addition, such reserves may be subject to downward
or upward revision based upon production history, results of future development,
prevailing oil prices and other factors. In the event FX Energy's exploration
efforts establish the existence of gas reserves, similar uncertainties will
exist in estimating quantities of such reserves. FX Energy's proved reserves as
of December 31, 1999 include only those reserves attributable to developed
properties.
Domestic Non-Producing Acreage
During 1996 and 1997, FX Energy acquired 16,875 acres of undeveloped oil
and gas leases in the Williston Basin area of North Dakota. The Williston Basin
area has established oil and gas production from numerous zones, including the
Mississippian, Devonian, Silurian and Ordovician. FX Energy has established
several leads over its acreage and intends to pursue a strategic alliance with
an industry partner to jointly explore the acreage.
Drilling Rig and Well Servicing Equipment
In Montana, FX Energy has a drilling rig capable of drilling to a vertical
depth of up to 6,000 feet, two well servicing rigs and other associated oilfield
equipment. Historically, prior to late 1998, FX Energy utilized its drilling
rig and well servicing equipment primarily on FX Energy's producing oil
properties in Montana. During late 1998, FX Energy shifted its emphasis away
from company-owned properties to third party contract work in an effort to
increase its domestic revenues.
DRILLING ACTIVITIES
The following table sets forth the wells drilled and completed by FX Energy
during the years ended December 31, 1999, 1998 and 1997:
YEARS ENDED DECEMBER 31,
-------------------------------------------------
1999 1998 1997
--------------- --------------- ---------------
GROSS NET GROSS NET GROSS NET
------- ------- ------- ------- ------- -------
DEVELOPMENT WELLS:
Producing .............. -- -- -- -- -- --
Non-producing ..........
-- -- -- -- -- --
------- ------- ------- ------- ------- -------
Total ................
-- -- -- -- -- --
======= ======= ======= ======= ======= =======
EXPLORATORY WELLS:
Discoveries:
Poland (1) ............ 1 .5 -- -- -- --
United States ......... -- -- -- -- 1.0 0.1
Exploratory Dry Holes:
Poland (1) ............ 5 1.6 -- -- 2.0 1.5
United States ......... -- -- -- -- 2.0 1.3
------- ------- ------- ------- ------- -------
Total ................. 6 2.1 -- -- 5.0 2.9
======= ======= ======= ======= ======= =======
(1) On December 16, 1999, the Wilga 2 reached a total vertical depth of
approximately 9,200 feet. Initial flow tests conducted during January 2000
resulted in a combined initial flow rate of 16.9 Mmcf of gas and 570 Bbls
of condensate per day from three intervals in a Carboniferous horizon at a
depth between 7,732 and 8,550 feet. There were no other exploratory or
development wells in progress as of December 31, 1999.
WELLS AND ACREAGE
As of December 31, 1999, FX Energy had 114 gross and 108 net producing oil
wells, all of which are located in Montana and Nevada.
The following table sets forth FX Energy's gross and net acres of developed
and undeveloped oil and gas leases as of December 31, 1999:
DEVELOPED ACREAGE UNDEVELOPED ACREAGE
----------------- ---------------------
GROSS NET GROSS NET
------- ------- ---------- --------
UNITED STATES:
North Dakota ............... -- -- 16,875 16,875
Montana .................... 10,732 10,418 1,150 1,057
Nevada ..................... 400 128 37 16
------- ------- ---------- ---------
Total...................... 11,132 10,546 18,062 17,948
------- ------- ---------- ---------
POLAND: (1)
APACHE EXPLORATION PROGRAM (2)
Lublin Basin ............. -- -- 5,000,000 2,500,000
Carpathian ............... -- -- 1,400,000 700,000
Pomeranian ............... -- -- 2,200,000 1,100,000
Warsaw West .............. -- -- 2,900,000 1,450,000
------- ------- ---------- ---------
Total .................. -- -- 11,500,000 5,750,000
BALTIC PROJECT AREA ........ -- -- 900,000 900,000
------- ------- ---------- ---------
Total Polish acreage ..... -- -- 12,400,000 6,650,000
TOTAL ACREAGE ................ 11,132 10,546 12,418,062 6,667,948
======= ======= ========== =========
(1) All Polish acreage is rounded to the nearest 100,000 acre
(2) Gives effect to fifty-percent beneficial ownership of Apache in the Lublin
Basin, Carpathian, Pomeranian and Warsaw West areas in FX Energy's joint
exploration arrangements with Apache under the Apache Exploration Program.
Does not give effect to options on POGC controlled areas containing
approximately 0.6 million acres in the Lublin Basin area, 1.5 million acres
in the Carpathian area and 1.3 million acres in the Pomeranian area under
the POGC option agreements.
OPERATIONAL HAZARDS AND INSURANCE
FX Energy is engaged in the drilling and production of oil and gas, and, as
such, its operations are subject to the usual hazards incident to the industry.
These hazards include blowouts, cratering, explosions, uncontrollable flows of
oil, natural gas or well fluids, fires, pollution, releases of toxic gas and
other environmental hazards and risks. These hazards can cause personal injury
and loss of life, severe damage to and destruction of property and equipment,
pollution or environmental damage and suspension of operations.
To lessen the effects of these hazards, FX Energy maintains insurance of
various types to cover its domestic operations and maintains general liability
coverage for its activities in Poland. FX Energy has $9.0 million of general
liability insurance. Apache, as the operator of the Apache Exploration Program,
is carrying $25.0 million of general liability insurance for joint operations on
Polish areas in which FX Energy and Apache have interests. FX Energy has
elected to be included on Apache's well control insurance policy for all jointly
drilled wells to date in Poland. POGC, as operator of POGC controlled areas, is
required to carry insurance with similar coverage to that of Apache for all
partners. FX Energy's seismic and drilling contractors are required to maintain
insurance coverage for operations by them in Poland. There can be no assurance
that FX Energy, Apache or POGC will be able to continue to obtain insurance
coverage for their current or future activities in Poland, or that any insurance
obtained will provide coverage customary in either the industry or in the United
States, or be comparable to the insurance now maintained by FX Energy, Apache
and POGC, or be on favorable terms or at premiums that are reasonable. This
insurance, however, does not cover all of the risks involved in oil and gas
exploration, drilling and production and, if coverage does exist, may not be
sufficient to pay the full amount of such liabilities. FX Energy may not be
insured against all losses or liabilities which may arise from all hazards
because such insurance may not be available at economic rates, the respective
insurance policies may have limited coverage and other factors. For example,
insurance against risks related to violations of environmental laws is not
maintained. The occurrence of a significant adverse event that is not fully
covered by insurance could have a materially adverse effect on FX Energy.
Further, FX Energy cannot assure that it will be able to maintain adequate
insurance in the future at rates it considers reasonable.
GOVERNMENT REGULATION
Poland
FX Energy's activities in Poland are subject to political, economic and
other uncertainties, including the adoption of new laws, regulations or
administrative policies that may adversely affect FX Energy or the terms of its
exploration or production rights; political instability and changes in
government or public or administrative policies; export and transportation
tariffs and local and national taxes; foreign exchange and currency restrictions
and fluctuations; repatriation limitations; inflation; environmental regulations
and other matters. These operations in Poland are subject to the Geological and
Mining Law as well as the Act of January 31, 1994 concerning the Protection and
Management of the Environment, which are the primary statutes governing
environmental protection. Agreements with the government of Poland respecting
FX Energy's areas create certain standards to be met regarding environmental
protection. Participants in oil and gas exploration, development and production
activities generally are required to (1) adhere to good international petroleum
industry practices, including practices relating to the protection of the
environment; and, (2) prepare and submit geological work plans, with specific
attention to environmental matters, to the appropriate agency of state
geological administration for its approval prior to engaging in field operations
such as seismic acquisition, exploratory drilling and field-wide development.
Poland's regulatory framework respecting environmental protection is not as
fully developed and detailed as that which exists in the United States. FX
Energy intends that its operations in Poland will be designed to meet good
international petroleum industry practices and, as they develop, Polish
requirements.
United States
State and Local Regulation of Drilling and Production
Exploration and production operations of FX Energy are subject to various
types of regulation at the federal, state and local levels. Such regulation
includes requiring permits for the drilling of wells, maintaining bonding
requirements in order to drill or operate wells, regulating the location of
wells, the method of drilling and casing wells, the surface use and restoration
of properties upon which wells are drilled and the plugging and abandoning of
wells. FX Energy's operations are also subject to various conservation laws and
regulations. These include the regulation of the size of drilling and spacing
units or proration units and the density of wells which may be drilled and the
unitization or pooling of oil and gas properties. In this regard, some states
allow the forced pooling or integration of tracts to facilitate exploration
while other states rely on voluntary pooling of lands and leases. In addition,
state conservation laws establish maximum rates of production from oil and
natural gas wells, generally prohibit the venting or flaring of natural gas and
impose certain requirements regarding the ratability of production. The effect
of these regulations is to limit the amounts of oil and natural gas FX Energy
can produce from its wells and to limit the number of wells or the locations
that FX Energy can drill.
Production of any oil and gas by FX Energy is affected to some degree by
state regulations. Many states in which FX Energy operates have statutory
provisions regulating the production and sale of oil and gas, including
provisions regarding deliverability. Such statutes and related regulations are
generally intended to prevent waste of oil and gas and to protect correlative
rights to produce oil and gas between owners of a common reservoir. Certain
state regulatory authorities also regulate the amount of oil and gas produced by
assigning allowable rates of production to each well or proration unit.
Environmental Regulations
The federal government and various state and local governments have
adopted laws and regulations regarding the control of contamination of the
environment. These laws and regulations may require the acquisition of a permit
by operators before drilling commences, restrict the types, quantities and
concentration of various substances that can be released into the environment in
connection with drilling and production activities, limit or prohibit drilling
activities on certain lands lying within wilderness, wetlands and other
protected areas and impose substantial liabilities for pollution resulting from
FX Energy's operations. These laws and regulations may also increase the costs
of drilling and operation of wells. FX Energy may also be held liable for the
costs of removal and damages arising out of a pollution incident to the extent
set forth in the Federal Water Pollution Control Act, as amended by the Oil
Pollution Act of 1990 ("OPA '90"). In addition, FX Energy may be subject to
other civil claims arising out of any such incident. As with any owner of
property, FX Energy is also subject to clean-up costs and liability for
hazardous materials, asbestos, or any other toxic or hazardous substance that
may exist on or under any of its properties. FX Energy believes that it is in
compliance in all material respects with such laws, rules and regulations and
that continued compliance will not have a material adverse effect on its
operations or financial condition. Furthermore, FX Energy does not believe that
it is affected in a significantly different manner by these laws and regulations
than are its competitors in the oil and gas industry.
The Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), also known as the "Superfund" law, imposes liability, without regard
to fault or the legality of the original conduct, on certain classes of persons
who are considered to be responsible for the release of a "hazardous substance"
into the environment. These persons include the owner or operator of the
disposal site or sites where the release occurred and companies that disposed or
arranged for the disposal of the hazardous substances. Under CERCLA, such
persons may be subject to joint and several liability for the costs of cleaning
up the hazardous substances that have been released into the environment, for
damages to natural resources and for the costs of certain health studies.
Furthermore, it is not uncommon for neighboring landowners and other third
parties to file claims for personal injury and property damage allegedly caused
by hazardous substances or other pollutants released into the environment.
The Resource Conservation and Recovery Act ("RCRA") and regulations
promulgated thereunder govern the generation, storage, transfer and disposal of
hazardous wastes. RCRA, however, excludes from the definition of hazardous
wastes "drilling fluids, produced waters and other wastes associated with the
exploration, development, or production of crude oil, natural gas or geothermal
energy." Because of this exclusion, many of FX Energy's operations are exempt
from RCRA regulation. Nevertheless, FX Energy must comply with RCRA regulations
for any of its operations that do not fall within the RCRA exclusion.
The OPA '90 and regulations promulgated pursuant thereto imposes a variety
of regulations on responsible parties related to the prevention of oil spills
and liability for damages resulting from such spills. OPA '90 establishes
strict liability for owners of facilities that are the site of a release of oil
into "waters of the United States." While OPA liability more typically applies
to facilities near substantial bodies of water, at least one district court has
held that OPA liability can attach if the contamination could enter waters that
may flow into navigable waters.
Stricter standards in environmental legislation may be imposed on the oil
and gas industry in the future, such as proposals made in Congress and at the
state level from time to time that would reclassify certain oil and natural gas
exploration and production wastes as "hazardous wastes" and make the
reclassified wastes subject to more stringent and costly handling, disposal and
clean-up requirements. The impact of any such changes, however, would not
likely be any more burdensome to FX Energy than to any other similarly situated
company involved in oil and gas exploration and production.
Federal and Indian Leases
A substantial part of FX Energy's Montana producing properties are operated
under oil and gas leases issued by the Bureau of Land Management or by certain
Indian nations under the supervision of the Bureau of Indian Affairs. These
activities must comply with rules and orders that regulate aspects of the oil
and gas industry, including drilling and operating on leased land and the
calculation and payment of royalties to the federal government or the governing
Indian nation. Operations on Indian lands must also comply with applicable
requirements of the governing body of the tribe involved including, in some
instances, the employment of tribal members. FX Energy believes it is currently
in full compliance with all material provisions of such regulations.
Safety and Health Regulations
FX Energy must also conduct its operations in accordance with various laws
and regulations concerning occupational safety and health. Currently, FX Energy
does not foresee expending material amounts to comply with these occupational
safety and health laws and regulations. However, since such laws and
regulations are frequently changed, FX Energy is unable to predict the future
effect of these laws and regulations.
TITLE TO PROPERTIES
FX Energy relies on sovereign ownership of exploration rights and mineral
interests by the Polish government in connection with FX Energy's activities in
Poland and has not conducted and does not plan to conduct any independent title
examination. FX Energy consults with Polish legal counsel when doing business
in Poland.
Nearly all of FX Energy's United States working interests are held under
leases from third parties. FX Energy typically obtains a title opinion
concerning such properties prior to the commencement of drilling operations. FX
Energy has obtained such title opinions or other third party review on nearly
all of its producing properties and believes that it has satisfactory title to
all such properties sufficient to meet standards generally accepted in the oil
and gas industry. FX Energy's United States properties are subject to typical
burdens, including customary royalty interests and liens for current taxes, but
FX Energy has concluded that such burdens do not materially interfere with the
use of such properties. Further, FX Energy believes the economic effects of
such burdens have been appropriately reflected in FX Energy's acquisition cost
of such properties and reserve estimates. Title investigation before the
acquisition of undeveloped properties is less thorough than that conducted prior
to drilling, as is standard practice in the industry.
EMPLOYEES AND CONSULTANTS
As of December 31, 1999, FX Energy had 36 employees, consisting of eight in
Salt Lake City, Utah; 25 in Oilmont, Montana; one in Greenwich, Connecticut; and
two in Houston, Texas. None of FX Energy's employees are represented by a
collective bargaining organization, and FX Energy considers its relationship
with its employees to be satisfactory. In addition to its employees, FX Energy
regularly engages technical consultants to provide specific geological,
geophysical and other professional services.
OFFICES AND FACILITIES
FX Energy's executive offices, approximately 3,010 square feet of office
space located at 3006 Highland Drive, Salt Lake City, Utah, are rented at $2,960
per month under a month to month agreement. FX Energy owns a 16,160 square foot
office building located at the corner of Central and Main in Oilmont, Montana.
FX Energy utilizes 4,800 square feet for its field office and rents the
remaining space to unrelated third parties for $875 per month. FX Energy rents
a small office suite for $1,400 per month in Warsaw, Poland at Al. Jana Pawla II
29, as an office of record in Poland.
RISK FACTORS
The business of FX Energy is subject to a number of material risks,
including, but not limited to, the following factors related directly and
indirectly to FX Energy and its activities in Poland:
Limited Exploratory Drilling Success in Poland and the United States to
Date
In Poland, FX Energy has participated in drilling eight exploratory wells
through December 31, 1999. Five of the exploratory wells were drilled with
Apache and POGC as partners under terms of the Apache Exploration Program, four
of which were exploratory dry holes and one was an exploratory discovery. FX
Energy has also drilled two exploratory dry holes on the Baltic Project Area and
participated in an exploratory dry hole in the Carpathian area. In addition, FX
Energy participated in testing and appraising in two shut-in gas wells in the
Lachowice area in Poland that did not result in commercial production. FX
Energy has participated in eight exploratory wells in the western United States
through December 31, 1999, only one of which has resulted in the establishment
of limited commercial production and small reserves. There can be no assurance
FX Energy can replace depleted reserves through additional exploratory
discoveries in Poland or the United States.
Future Need for Additional Capital
FX Energy may require substantial amounts of additional capital during 2000
and 2001 to fund the following activities:
o additional proposed activities on the Apache Exploration Program and
the Baltic Project Area;
o possible other exploration, appraisal, development or property
acquisition opportunities;
o development of any hydrocarbon discovery that is successful in finding
proved reserves, including the recently discovered Wilga field; and
o general corporate purposes.
The amount of capital required for the above possible purposes will depend
on the nature of the planned activities, expected results and other factors. FX
Energy has no current arrangement for any such additional financing, but may
seek required funds from the issuance of debt and equity securities under its
currently effective $100 million shelf registration statement, bank financing,
project financing, strategic alliances or other arrangements. Obtaining
additional financing may dilute the interest of existing stockholders in FX
Energy or FX Energy's interest in the specific project being financed. FX
Energy cannot assure that additional funds could be obtained or, if obtained,
would be on terms favorable to FX Energy.
In addition to planned exploration and possible development activities in
Poland, FX Energy may require funds for general corporate purposes after the end
of 2000 if it does not then have additional revenues from operations.
History of Operating Losses
From its inception in January 1989 through December 31, 1999, FX Energy
incurred cumulative net losses of $28.8 million. FX Energy expects that its
continued exploration activities will continue to result in losses and that its
accumulated deficit will increase. FX Energy reported losses before
extraordinary gains of $5.9 million, $10.1 million, and $6.7 million for the
years ended December 31, 1999, 1998 and 1997, respectively. FX Energy
anticipates that it will incur losses through 2000 and possibly beyond,
depending on whether its exploration, appraisal, development and property
acquisition activities in Poland result in sufficient production to cover
related operating expenses. Until sufficient cash flow from operations can be
obtained, it is expected that FX Energy will need additional capital from
offerings of securities and/or the sale of interests in its properties to fund
planned exploration, appraisal, development and property acquisition programs in
Poland.
Dependence on Poland
FX Energy has allocated substantially all of its financial, management and
technical resources to its activities in Poland. FX Energy's success will
depend on the results of those activities. The success of FX Energy's efforts
in Poland will depend, in addition to the risks discussed below normally
associated with the activities related to the exploration, appraisal,
development and acquisition of oil and gas properties, on:
o its ability to maintain its relationships with Apache, POGC and
agencies and enterprises of the Polish government;
o the establishment of significant oil or gas reserves through
exploration, appraisal, development and property acquisition
activities;
o the completion of production, transportation and marketing facilities
and the negotiation of sales contracts for newly discovered or
acquired reserves; and
o risks associated with conducting operations in a foreign country.
If FX Energy's activities in Poland are unsuccessful, the market price of
the common stock would likely suffer a material decline, and investors would
face the possible loss of all or a substantial portion of their investment.
Dependence on Strategic Alliances
The failure of Apache or POGC to perform its obligations under contracts
with FX Energy would most likely have a material adverse effect on FX Energy.
In particular, FX Energy has prepared its exploration budget through 2000 and
into 2001 based on the participation of Apache and, to a limited extent, POGC.
In the future, FX Energy may become even more reliant upon the expertise and
financial capabilities of its strategic partners. Apache has worldwide oil and
gas interests outside of Poland in which FX Energy does not participate. If
such separately held interests should become more promising than interests held
with FX Energy in Poland, Apache may focus its efforts, funds, expertise and
other resources elsewhere. In addition, should FX Energy's relationship with
Apache deteriorate or terminate, FX Energy's oil and gas exploratory programs in
Poland may be delayed significantly. Although FX Energy has rights to
participate in exploration and development activities on some POGC controlled
acreage, it has no right to initiate such activities. Further, FX Energy has no
interest in the underlying agreements, licenses and grants from the Polish
agencies governing the exploration, exploitation, development or production of
acreage controlled by POGC. Thus, FX Energy's program in Poland involving POGC
controlled acreage would be adversely affected if POGC should elect not to
pursue activities on such acreage, if the relationship between FX Energy, Apache
and POGC should deteriorate or terminate or if POGC or the government agencies
should fail to fulfill the requirements of or elect to terminate such
agreements, licenses or grants.
FX Energy intends to seek potential partners to participate in the
exploration of its Baltic Project Area. FX Energy cannot assure it will be
successful in obtaining the participation of any such partner, the terms of any
such arrangement would be favorable to FX Energy or such efforts will not delay
FX Energy's exploratory activities in the Baltic Project Area.
Limited Control over Interests
In each of the strategic alliances between FX Energy and Apache and POGC,
FX Energy has designated the other party as the operator or has granted it other
management or decision making powers and rights. Specifically, Apache is the
operator on areas controlled by FX Energy and Apache under the Apache
Exploration Program. POGC is the operator on areas controlled by POGC under the
Apache Exploration Program. As a result, FX Energy does not exercise sole
control over the areas subject to these alliances or operations on such areas.
Exploration Risks
The factors listed below, most of which are outside the control of FX
Energy, may prevent FX Energy from establishing commercial production or
substantial reserves as a result of its exploration, appraisal, development and
property acquisition activities in Poland:
o FX Energy cannot assure that any well will encounter hydrocarbons;
o there is no way to know in advance of drilling and testing whether any
prospect encountering hydrocarbons will yield oil or gas in sufficient
quantities to cover drilling or completion costs or to be economically
viable;
o one or more test wells are typically required to confirm the
commercial potential of any hydrocarbon discovery;
o FX Energy may continue to incur exploration costs in specific areas
even if initial test wells are plugged and abandoned or, if completed
for production, do not result in production of commercial quantities;
and
o drilling operations may be curtailed, delayed or canceled as a result
of numerous factors, including operating problems encountered during
drilling, weather conditions, compliance with governmental
requirements and shortages or delays in the delivery of equipment.
FX Energy, Apache and POGC select targets merely on interpretations of
geological and geophysical data. FX Energy cannot assure that oil or gas is in
fact present or that any oil or gas that is present can be produced in
commercial quantities. Many exploration decisions are based on scientific data
gathered by companies other than FX Energy, Apache and POGC prior to recent
significant technological advances. Data gathered by other companies and
reprocessed or otherwise enhanced may not be as reliable as data gathered either
using modern technology or under the supervision of FX Energy, Apache or POGC.
The limited availability in Poland of some western exploration, drilling
and production equipment, supplies and services may adversely effect proposed
activities. In addition, oil and gas gathering, storage, transportation and
processing facilities may not be available in Poland or have limited capacity,
which could substantially increase the cost of exploration, development and
production and reduce potential financial returns. FX Energy cannot assure its
exploration or other efforts will be successful.
Required Licenses and Rights
A number of government authorizations are required in connection with FX
Energy's activities in Poland. In order to explore, exploit, develop and
produce oil and gas in Poland, the operator is required to obtain:
o a mining usufruct agreement from the national concession authority
that grants the exclusive right to explore and exploit the
hydrocarbons on the covered area;
o an exploration concession from the national concession authority and
local authorities to obtain surface access to the covered area;
o a grant of surface rights from the surface owner; and
o an exploitation concession from the national concession authority and
local authorities to develop and produce oil and gas.
Usufruct agreements and exploration concessions have been granted for all
of FX Energy's oil and gas exploration project areas in Poland to date. In the
event of a commercial oil and/or gas discovery, it would be necessary to
negotiate with national and local government officials of Poland regarding
certain of the terms and conditions of the required exploitation concessions.
This may result in increased costs and delays. These negotiations would include
the determination of a production/exploitation fee within the range of 0.01% to
0.50% of the market value of the economically recoverable reserves estimated to
be in place, payable in five equal annual installments. In addition, the local
governments having jurisdiction over the production area must consent to the
grant of an exploitation license. All operations must comply with certain
environmental regulations and may require an environmental impact statement.
Additional governmental permits, licenses and agreements would be required
before exporting any oil or gas from Poland.
Limited Exploration and Development Infrastructure
There can be no assurance that FX Energy and its partners will be able to
conduct an effective and efficient exploration program in Poland. Further, the
limited availability of some western exploration, drilling and production
equipment, supplies and services may adversely affect proposed activities. The
Wilga 2, FX Energy's first exploratory oil and gas discovery in Poland, is
located approximately 12 miles away from the nearest gas pipeline. The limited
availability or limited capacity of oil and gas gathering, storage,
transportation and processing facilities subject FX Energy to certain risks that
could substantially increase the cost of exploration, development and production
activities and reduce potential financial returns.
Possible Requirements for Oil and Gas Gathering, Storage, Processing and
Transmission Systems
FX Energy and its partners will need to obtain required permits and design,
construct and place into operation oil and gas gathering, storage, processing
and transportation facilities for any oil and gas produced from their
properties, including the recently discovered Wilga field. FX Energy and its
partners cannot assure that any oil or gas reserves, including the Wilga 2 or
any future oil or gas discovery in Poland, will be in close proximity to any
existing crude oil pipeline or the gas transmission network in Poland. Outside
of POGC, FX Energy and Apache do not have arrangements to use any pipelines in
Poland. Therefore, wells may be temporarily shut in for lack of a market or due
to the unavailability of pipeline and/or gathering system capacity. This would
correspondingly delay cash flow. Because of the cost of production and
marketing facilities, it may not be economically feasible to begin production
even if substantial reserves are identified. Amounts that FX Energy may budget
for the construction of gathering, storage, transmission and processing
facilities may not be sufficient.
Transportation and Marketing Agreements
FX Energy and its partners will need to complete transportation, refining
or marketing arrangements relating to oil or gas that may be produced from their
exploration acreage in Poland and any oil and gas that may be produced from the
recently discovered Wilga field. Due to governmental regulations and
logistics, FX Energy and its partners may be unable to export oil or gas if they
desire to do so. The ultimate profitability of FX Energy's oil and gas
operations may well depend on the availability, proximity and capacity of
gathering systems, pipelines and processing facilities. Any discovery that
results in the commercial production of oil and/or gas will require the
negotiation of specific terms relating to the construction of processing
facilities and pipelines and the sale and transportation of oil and/or gas.
FX Energy, Apache, and POGC may need to expand or continue marketing or
transportation arrangements for oil or gas produced from properties purchased or
negotiate new contracts in an effort to obtain higher sales prices or other more
favorable terms. The actual delivery and sale of gas or oil produced will
depend on the needs of purchasers, their operating and financial capabilities
and their ability to satisfy regulatory requirements.
Depletion of Existing Reserves
FX Energy's existing limited reserves in Montana and Nevada are being
depleted by production. The Wilga 2, FX Energy's first exploratory discovery in
Poland, has yet to produce oil or gas. FX Energy's oil and gas revenues will
continue to decline unless its exploratory discovery is placed in production and
existing reserves are replaced and expanded by successful drilling or the
acquisition of additional reserves. FX Energy's success will be largely
dependent on its ability to discover new oil and gas reserves through
participation in exploration and development opportunities or acquisition of
proved reserves in Poland or the western United States, all of which involve
substantial risks. FX Energy cannot assure its program in Poland will result in
the discovery of additional reserves to replace or expand FX Energy's existing
reserves.
Dependence on Officers and Key Employees
FX Energy is dependent upon Mr. David N. Pierce, President and Chief
Executive Officer, Mr. Andrew W. Pierce, Vice-President and Chief Operating
Officer, and other key personnel for its various activities. In addition, FX
Energy is dependent on Mr. Jerzy B. Maciolek, Vice-President of International
Exploration, a Polish national who is instrumental in assisting FX Energy in its
operations in Poland. The loss of the services of any of these individuals may
materially and adversely affect FX Energy. FX Energy has entered into
employment agreements with Mr. David N. Pierce, Mr. Andrew W. Pierce, Mr. Jerzy
B. Maciolek and other key executives. FX Energy does not maintain key man
insurance on any of its employees.
Risks Associated with Growth
FX Energy has had only limited operations in Poland. If its activities in
Poland are successful, it may experience rapid growth. FX Energy's ability to
manage this growth will depend, in part, upon its ability to:
o attract and retain quality management and technical personnel;
o raise and manage the deployment of significant amounts of capital for
the development of any new discoveries or property acquisitions or the
construction of production, processing and transportation facilities;
o rely on Apache and POGC for technical and managerial resources to
develop markets for oil and gas produced and to fund their share of
capital requirements; and
o comply with governmental regulations.
Volatility of Commodity Prices and Markets
Oil and gas prices have been and are likely to continue to be volatile and
subject to wide fluctuations in response to the following factors:
o relatively minor changes in the supply of and demand for oil and gas;
o market uncertainty;
o political conditions in international oil and gas producing regions;
o the extent of production and importation of oil and gas into existing
or potential markets;
o the level of consumer demand;
o weather conditions affecting production, transportation and
consumption;
o the competitive position of oil or gas as a source of energy as
compared with coal, nuclear energy, hydroelectric power and other
energy sources;
o the availability, proximity and capacity of gathering systems,
pipelines and processing facilities;
o the refining capacity of prospective oil purchasers;
o the effect of government regulation on the production, transportation
and sale of oil and gas; and
o other factors beyond the control of FX Energy.
FX Energy cannot control or influence the above factors. Oil prices, for
example, have only recently rebounded from their lowest level in over two
decades. In addition to the direct impact on the prices at which oil or gas may
be sold, adverse changes in oil or gas prices and the related effects on the oil
and gas industry in general would likely have an adverse effect on FX Energy's
ability to obtain funding from lending institutions, industry participants, the
sale of additional securities and other sources.
Common Stock Price Volatility and Limited Trading Volume
FX Energy common stock has traded as low as $3.87 and as high as $13.37
between January 1, 1998 and February 15, 2000. Some of the factors leading to
this volatility include:
o the outcome of individual wells or the timing of exploration efforts
in Poland, as evidenced by significant price declines following the
announcement of exploratory dry holes in Poland and the significant
price and volume volatility following the announcement of an
exploratory success in Poland by FX Energy;
o the results of other operations in which FX Energy has an interest in
Poland;
o the potential sale by FX Energy of newly issued common stock to raise
capital or by existing stockholders of restricted securities;
o price and volume fluctuations in the general securities markets that
are unrelated to results of operations of FX Energy;
o the investment community's view of companies with assets and
operations outside the United States in general and in Poland in
particular;
o actions or announcements by Apache and POGC that may affect FX Energy;
o prevailing world prices for oil and gas;
o the potential of FX Energy's current and planned activities in Poland;
and
o changes in stock market analysts' recommendations respecting FX
Energy, other oil and gas companies or the oil and gas industry in
general.
FX Energy expects that it will encounter additional exploration failures in
Poland that will adversely affect the trading prices for the common stock.
The trading volume in FX Energy common stock has been relatively limited.
Therefore, it may not be possible for an investor to sell a significant number
of shares at or near quoted prices or at all if an investor were to seek to do
so.
Operating Hazards and Uninsured Risks
FX Energy's oil and gas drilling and production operations are subject to
hazards incidental to the industry. These hazards include blowouts, cratering,
explosions, uncontrollable flows of oil, natural gas or well fluids, fires,
pollution, releases of toxic gas and other environmental hazards and risks.
These hazards can cause personal injury and loss of life, severe damage to and
destruction of property and equipment, pollution or environmental damage and
suspension of operations. To lessen the effects of these hazards, FX Energy
maintains insurance of various types to cover its domestic operations. FX
Energy cannot assure that the general liability insurance of $9.0 million
carried by it or the $25.0 million carried by Apache, as the operator of the
Apache Exploration Program, can continue to be obtained on reasonable terms.
POGC, as operator of POGC controlled areas, is required to carry insurance with
similar coverage to that of Apache for all partners. The current level of
insurance does not cover all of the risks involved in oil and gas exploration,
drilling and production. Where additional insurance coverage does exist, the
amount of coverage may not be sufficient to pay the full amount of such
liabilities. FX Energy may not be insured against all losses or liabilities
that may arise from all hazards because such insurance is unavailable at
economic rates, because of limitations on existing insurance coverage or other
factors. For example, FX does not maintain insurance against risks related to
violations of environmental laws. FX Energy would be adversely affected by a
significant adverse event that is not fully covered by insurance. Further, FX
Energy cannot assure that it will be able to maintain adequate insurance in the
future at rates it considers reasonable.
Political and Regulatory Risks in Poland
FX Energy's oil and gas exploration, development and production activities
in Poland are and will be subject to ongoing uncertainties and risks, including:
o possible changes in government personnel, the development of new
administrative policies and practices and political conditions in
Poland which may affect the administration of agreements with
governmental agencies or enterprises;
o possible changes to the laws, regulations and policies applicable to
FX Energy and its partners or the oil and gas industry in Poland in
general;
o uncertainties as to whether the laws and regulations will be
applicable in any particular circumstance;
o uncertainties as to whether FX Energy will be able to enforce its
rights in Poland;
o the requirement to demonstrate, to the satisfaction of the Polish
authorities, FX Energy, Apache and POGC's compliance with governmental
requirements respecting exploration expenditures, results of
exploration, environmental protection matters and other factors;
o the inability to recover previous payments to the Polish government
made under the exploration rights or any other costs incurred
respecting those rights if FX Energy were to lose or cancel its
exploration and exploitation rights at any time;
o political instability and possible changes in government;
o export and transportation tariffs;
o local and national tax requirements; and
o expropriation or nationalization of private enterprises and other
risks arising out of foreign government sovereignty over the project
areas.
Poland has a regulatory regime governing exploration and development,
production, marketing, transportation and storage of oil and gas. These
provisions were recently promulgated and are relatively untested. Therefore,
there is little or no administrative or enforcement history or established
practice that can aid FX Energy or Apache in evaluating how the regulatory
regime will affect FX Energy's operations. It is possible that such
governmental policies will change or that new laws and regulations,
administrative practices or policies or interpretations of existing laws and
regulations will materially and adversely affect FX Energy's activities in
Poland. In certain instances, Poland's laws, policies and procedures may be
changed to conform to the minimum requirements that must be met before Poland is
admitted as a full member of the European Union. The government of Poland has
announced that it intends to privatize various segments of POGC in the near
future. Currently, no specific plans have been announced respecting the method
or timing of such privatization. FX Energy cannot predict how the possible
privatization of POGC will affect FX Energy.
Environmental Risk
Operations on FX Energy's project areas are subject to environmental laws
and regulations in Poland that provide for restrictions and prohibitions on
spills, releases or emissions of various substances produced in association with
oil and gas exploration and development. Additionally, if significant
quantities of gas are produced with oil, regulations prohibiting the flaring of
gas may inhibit oil production. In such circumstances, the absence of a gas
gathering and delivering system may restrict production or may require
significant expenditures to develop such a system prior to producing oil and
gas. FX Energy or Apache may be required to prepare and obtain approval of
environmental impact assessments by governmental authorities in Poland prior to
commencing certain oil and gas production, transportation and processing
functions.
FX Energy, Apache and POGC cannot assure that they have complied with all
applicable laws and regulations in drilling exploratory wells, acquiring seismic
data or completing other activities in Poland to date. More restrictive
regulations or administrative policies or practices may be adopted by the Polish
government. The cost of compliance with current regulations or any changes in
environmental regulations could require significant expenditures. Further,
breaches of such regulations may result in the imposition of fines and
penalties, any of which may be material. These environmental costs could have a
material adverse effect on FX Energy's financial condition or results of
operations in the future.
Foreign Currency Risk
The amounts in FX Energy's agreements with Apache and POGC and the
government of Poland relating to FX Energy's activities in Poland are expressed
in United States Dollars. Conversions between United States Dollars and Polish
Zlotys are made on the due date of amounts to be paid or received. FX Energy's
activities in Poland may be affected by fluctuations in exchange rates between
the Polish Zloty, the United States Dollar, the Euro and other currencies. The
exchange rate for the Polish Zloty was 4.14, 3.51 and 3.51 per United States
Dollar as of December 31, 1999, 1998 and 1997, respectively. FX Energy has not
hedged its foreign currency activities in the past and has no future plans to do
so. Currencies used by FX Energy may not be convertible at satisfactory rates.
In addition, the official conversion rates between United States and Polish
currencies may not accurately reflect the relative value of goods and services
available or required in Poland. Further, inflation may lead to the devaluation
of the Polish Zloty.
Repatriation Risk
Currently, there are no restrictions on the ability of a Polish entity to
repay debt to a foreign parent corporation or to pay fair market compensation to
a foreign parent corporation for legitimate services. However, Polish limited
liability companies such as those through which FX Energy conducts most of its
activities in Poland can pay dividends only once annually and only to the extent
of profits, as determined in compliance with Polish accounting and regulatory
requirements and as verified by an audit satisfying Polish professional
standards. Although FX Energy is entitled to a credit against its United States
tax obligations equal to any foreign taxes paid, FX Energy may not be able to
use this credit unless FX Energy owes taxes in the United States.
Possible Corporate Takeover
Provisions in FX Energy's articles of incorporation and bylaws could:
o discourage potential acquisition proposals;
o delay or prevent a change in control of FX Energy;
o diminish stockholders' opportunities to participate in tender offers
for common stock, including tender offers at prices above the then
current market prices; or
o inhibit increases in the market price of common stock that could
result from takeover attempts.
FX Energy's articles of incorporation authorize FX Energy to issue, without
stockholder approval, one or more classes or series of preferred stock, having
such preferences, powers and relative participating, optional or other rights
(including preferences over the common stock) as FX Energy's Board of Directors
may determine. The terms of one or more classes or series of preferred stock
could be superior to the terms of the common stock, which may adversely impact
the rights of holders of common stock or could have anti-takeover effects. In
addition, FX Energy has adopted a stockholder rights plan. This plan and the
provisions of FX Energy's articles of incorporation, bylaws and the Nevada
Domestic and Foreign Corporation Law may delay, discourage, inhibit, prevent or
render more difficult an attempt to obtain control of FX Energy, whether by a
tender offer, business combination, proxy contest or otherwise. These other
provisions include the classification of the Board of Directors, a prohibition
of stockholder action by less than unanimous written consent and Nevada Domestic
and Foreign Corporation Law restrictions on business combinations with certain
interested parties.
Capitalized Costs of Oil and Gas Properties
FX Energy follows the successful efforts method of accounting for its oil
and gas properties. Under this method of accounting, all property acquisition
costs and costs of exploratory and development wells are capitalized when
incurred, pending determination of whether the well has found proved reserves.
If an exploratory well has not found proved reserves, these costs plus the costs
of drilling the well are expensed. The costs of development wells are
capitalized, whether productive or nonproductive. Geological and geophysical
costs on exploratory prospects and the costs of carrying and retaining unproved
properties are expensed as incurred. An impairment allowance is provided to the
extent that capitalized costs of unproved properties, on a property by property
basis, are considered not to be realizable. An impairment loss is recorded if
the net capitalized costs of proved oil and gas properties exceed the aggregate
undiscounted future net revenues determined on a property by property basis.
The impairment loss recognized equals the excess of net capitalized costs over
the related fair value, determined on a property by property basis. During
1998, FX Energy recorded a non-cash impairment charge of $5,885,000 as a result
of writing down its domestic proved developed properties. As a result of the
foregoing, the results of operations of FX Energy for any particular period may
not be indicative of the results that could be expected over longer periods.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Risks of Adverse Weather
A significant portion of FX Energy's exploration and development activities
are subject to periodic interruptions due to weather conditions which may be
quite severe in the areas where such activities are conducted. Heavy
precipitation may make travel to exploration sites or drilling locations
difficult or impossible. Extremely cold temperatures may delay or interrupt
drilling, well servicing, infrastructure construction and production. The
foregoing may reduce production volumes or increase production costs and could
delay FX Energy's planned exploration and development activities.
Intense Competition in Oil and Gas Industry
The oil and gas industry is highly competitive. Most of FX Energy's
current and potential competitors have greater financial resources and a greater
number of experienced and trained managerial and technical personnel than FX
Energy. There can be no assurance that FX Energy will be able to compete
effectively with such firms.
United States Governmental Regulation and Taxation
Oil and gas production and exploration are subject to comprehensive
federal, state and local laws and regulations controlling the exploration for
and production and sale of oil and gas and the possible effects of such
activities on the environment. Present and possible future legislation and
regulations could cause additional expenditures, restrictions and delays in FX
Energy's business. The impact of these uncertainties on FX Energy cannot be
predicted and may require FX Energy to limit substantially, delay or cease
operations in some circumstances. FX Energy cannot predict the ultimate effect
of such governmental energy and taxation policies, which are frequently unclear
and unpredictable.
OIL AND GAS TERMS
The following terms have the indicated meaning when used in this Report:
"BPD" means barrels of oil per day.
"BBL" means barrel of oil.
"BCF" means billion cubic feet of natural gas.
"CARRIED" refers to an agreement under which one party (carrying party)
agrees to pay for all or a specified portion of costs of another party
(carried party) on a property in which both parties own a portion of the
working interest.
"CONDENSATE" means a light hydrocarbon liquid, generally natural gasoline
(C5 to C10), that condenses to a liquid (i.e., falls out of wet gas) as the
wet gas is sent through a mechanical separator near the well.
"DEVELOPMENT WELL" means a well drilled within the proved area of an oil or
gas reservoir to the depth of a stratigraphic horizon known to be
productive.
"EXPLORATORY WELL" means a well drilled to find and produce oil or gas in
an unproved area, to find a new reservoir in a field previously found to be
productive of oil or gas in another reservoir or to extend a known
reservoir.
"FIELD" means an area consisting of single reservoir or multiple reservoirs
all grouped on or related to the same individual geological structural
feature and/or stratigraphic conditions.
"GROSS" ACRES AND "GROSS" WELLS means the total number of acres or wells,
as the case may be, in which an interest is owned, either directly or
though a subsidiary or other Polish enterprise in which FX Energy has an
interest.
"HORIZON" means an underground geological formation which is the portion of
the larger formation which has sufficient porosity and permeability to
constitute a reservoir.
"MBBLS" means thousand barrels of oil.
"MMBBLS" means million barrels of oil.
"MMCF" means million cubic feet of natural gas.
"MMBOE" means million barrels of oil equivalent.
"NET" means, when referring to wells or acres, the fractional ownership
working interests held by FX Energy, either directly or through a
subsidiary or other Polish enterprise in which FX Energy has an interest,
multiplied by the gross wells or acres.
"PROVED RESERVES" means the estimated quantities of crude oil, natural gas
and natural gas liquids which geological and engineering data demonstrate
with reasonable certainty to be recoverable in future years from known
reservoirs under existing economic and operating conditions, i.e., prices
and costs as of the date the estimate is made. "Proved reserves" may be
developed or undeveloped.
"PV-10 VALUE" means the estimated future net revenue to be generated from
the production of proved reserves discounted to present value using an
annual discount rate of 10%. These amounts are calculated net of estimated
production costs and future development costs, using prices and costs in
effect as of a certain date, without escalation and without giving effect
to non-property related expenses such G&A costs, debt service, future
income tax expense or depreciation, depletion and amortization.
"RESERVOIR" means a porous and permeable underground formation containing a
natural accumulation of producible oil and/or gas that is confined by
impermeable rock or water barriers and that is distinct and separate from
other reservoirs.
"STEP-OUT" means a well drilled outside well locations offsetting a
producing well but within the possible or probable extent of a reservoir.
"TCF" means trillion cubic feet of natural gas.
- --------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
FX Energy is not a party to any material legal proceedings and no material
legal proceedings have been threatened by FX Energy or, to the best of its
knowledge, against it.
- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
No matter was submitted to a vote of FX Energy's security holders during
the fourth quarter of the fiscal year ended December 31, 1999.
PART II
- --------------------------------------------------------------------------------
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
- --------------------------------------------------------------------------------
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The following table sets forth for the periods indicated the high and low
closing prices for FX Energy's common stock as quoted under the symbol "FXEN"
on the Nasdaq National Market:
LOW HIGH
------- -------
2000:
First Quarter (through February 15, 2000)..... $ 5.13 $ 7.94
1999:
Fourth Quarter .............................. $ 4.00 $ 7.00
Third Quarter ................................ 6.31 9.43
Second Quarter ............................... 4.13 7.00
First Quarter ................................ 4.00 9.75
1998:
Fourth Quarter ............................... $ 6.50 $10.13
Third Quarter ................................ 5.63 9.50
Second Quarter ............................... 8.25 12.81
First Quarter ................................ 6.25 10.50
On February 15, 2000, the closing price per share of the common stock on
the Nasdaq National Market was $6.375.
The market price for FX Energy's common stock has been volatile in the past
and could fluctuate significantly in response to the results of specific
exploration and development activities, variations in quarterly operating
results, fluctuations in oil and gas prices and changes in recommendations by
securities analysts. In addition, the securities markets regularly experience
significant price and volume fluctuations that are often unrelated or
disproportionate to the results of operations of particular companies. In
particular, securities such as the common stock of companies doing substantially
all of their business in emerging market countries such as Poland are, to
varying degrees, influenced by economic and market conditions in other emerging
market countries. Although economic conditions are different in each country,
investors' reactions to developments in one country may effect the securities of
issuers doing business in other countries, including Poland. There can be no
assurance that the trading price of FX Energy's common stock would not be
adversely affected by events elsewhere, especially in emerging market countries.
These broad fluctuations may adversely affect the market price of FX Energy's
common stock.
FX Energy has never paid cash dividends on its common stock and does not
anticipate that it will pay dividends in the foreseeable future. FX Energy
intends to reinvest any future earnings to further expand its business. FX
Energy estimates that, as of February 15, 2000, it had approximately 4,200
stockholders.
- --------------------------------------------------------------------------------
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
- --------------------------------------------------------------------------------
The following selected consolidated financial data of FX Energy for the
five years ended December 31, 1999 are derived from the audited financial
statements and notes thereto of FX Energy, certain of which are included herein.
The selected consolidated financial data should be read in conjunction with FX
Energy's Consolidated Financial Statements and the Notes thereto included
elsewhere herein.
YEARS ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- --------
STATEMENT OF OPERATIONS DATA (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
----------------------------
REVENUES:
Oil sales ................................ $ 1,554 $ 1,124 $ 2,040 $ 2,346 $ 1,981
Drilling revenue ......................... 865 323 496 75 111
Gain on sale of property interests ....... -- 467 272 -- 75
--------- --------- --------- --------- --------
Total revenues ......................... 2,419 1,914 2,808 2,421 2,167
--------- --------- --------- --------- --------
OPERATING COSTS AND EXPENSES:
Lease operating costs (1) ................ 962 1,046 1,239 1,225 1,272
Exploration costs (2) .................... 3,053 2,127 5,314 3,716 862
Impairments (3) .......................... -- 5,885 -- -- --
Drilling costs ........................... 642 240 329 154 141
Depreciation, depletion and amortization . 494 672 635 558 503
General and administrative ............... 2,962 2,572 2,566 1,715 1,466
--------- --------- --------- --------- --------
Total operating costs and expenses ..... 8,113 12,542 10,083 7,368 4,244
--------- --------- --------- --------- --------
OPERATING LOSS ............................. (5,694) (10,628) (7,275) (4,947) (2,077)
--------- --------- --------- --------- --------
OTHER INCOME (EXPENSE):
Interest and other income ................ 511 506 662 370 98
Interest expense ......................... (7) -- (83) (333) (448)
Impairment of notes receivable from officers (666)
Minority interest: non-cash dividends (4) -- -- -- -- (93)
--------- --------- --------- --------- --------
Total other income (expense) ........... (162) 506 579 37 (443)
--------- --------- --------- --------- --------
NET LOSS BEFORE EXTRAORDINARY GAIN ......... (5,856) (10,122) (6,696) (4,910) (2,520)
Extraordinary gain ....................... -- -- 3,076 -- --
--------- --------- --------- --------- --------
NET LOSS ................................... $ (5,856) $(10,122) $ (3,620) $ (4,910) $(2,520)
========= ========= ========= ========= ========
BASIC AND DILUTED NET LOSS PER SHARE:
Net loss before extraordinary gain ....... $ (0.41) $ (0.78) $ (0.53) $ (0.49) $ (0.47)
Extraordinary gain ....................... -- -- .24 -- --
--------- --------- --------- --------- --------
Net loss ............................... $ (0.41) $ (0.78) $ (0.29) $ (0.49) $ (0.47)
========= ========= ========= ========= ========
BASIC AND DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING .............................. 14,199 12,979 12,597 10,018 5,389
YEARS ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- --------
CASH FLOW STATEMENT DATA (IN THOUSANDS)
------------------------
Net cash used in operating activities ...... $ (3,745) $ (3,109) $ (5,881) $ (3,651) $(1,030)
Net cash provided by (used in) investing
activities .............................. (2,916) 1,083 368 (7,005) (1,489)
Net cash provided by (used in) financing
activities .............................. 6,469 (674) 1,679 18,259 2,974
AS OF DECEMBER 31,
-----------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- --------
BALANCE SHEET DATA (IN THOUSANDS)
------------------
Working capital (deficit) .................. $ 5,459 $ 3,965 $ 8,494 $ 13,843 $ (278)
Total assets ............................... 10,470 8,253 18,555 2,294 10,039
Long-term debt ............................. -- -- -- 1,500 3,359
Stockholders' equity ....................... 8,367 6,920 17,612 20,908 5,224
</table/>
(1) Includes lease operating expenses and production taxes.
(2) Includes geophysical and geological costs, exploratory dry hole costs and
non-producing leasehold impairments.
(3) Includes domestic proved property write down.
(4) Non-cash dividend on FX Producing convertible preferred stock.
- --------------------------------------------------------------------------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
The following discussion of the historical financial condition and
results of operations of FX Energy should be read in conjunction with
"Summary Consolidated Financial Data," the consolidated financial
statements and related notes contained in this report.
CORPORATE OVERVIEW
FX Energy explores for oil and gas in the Republic of Poland, where it
holds the largest exploration acreage position by a foreign company, in terms of
both gross and net acres, covering approximately 15.8 million gross acres. FX
Energy is exploring most of its Polish acreage with two strategic partners:
Apache and POGC.
To date, FX Energy has participated in drilling eight exploratory wells in
Poland. The first seven exploratory wells were exploratory dry holes. The
eighth exploratory well, the Wilga 2, which was drilled on the northwest edge of
the Lublin Basin, was announced as an exploratory success on January 25, 2000
after initial production test results indicated a combined initial flow rate of
16.9 Mmcf of gas per day and 570 Bbls of condensate from three intervals in a
Carboniferous horizon at a depth between 7,732 and 8,550 feet. Under the terms
of the Apache Exploration Program, Apache covered all of FX Energy's 45.0% share
of costs to drill and complete the Wilga 2. The Wilga 2 was the first
successful exploratory well drilled by a foreign operator in Poland. FX Energy
and its partners plan an appraisal well immediately, followed by additional
development drilling and facilities construction later in the year, with initial
production expected to commence during early 2001. In addition, FX Energy will
promptly begin seismic acquisition in the Wilga area to identify a target near
the Wilga discovery to be drilled later this year to test the possibility of
additional reserves outside the Wilga structure. Apache has committed to
covering FX Energy's share of costs to drill five additional exploration wells
in Poland.
In the western United States, FX Energy produces oil from fields in Montana
and Nevada, has a contract drilling and well servicing company in northern
Montana and oil and gas exploration prospects in several western states.
Since 1995, when FX Energy acquired oil and gas exploration rights to
approximately 2.1 million acres in the Baltic Project Area in Poland, FX Energy
has focused an increasing amount of resources and activities towards oil and gas
exploration in Poland. To date, FX Energy has acquired oil and gas exploration
rights, including concessions and options on POGC controlled areas, covering
approximately 15.8 million gross acres, resulting in FX Energy owning the
largest gross and net acreage position by a foreign company in Poland. During
the preceding five years, FX Energy has minimized its financial exposure in
Poland by forming strategic alliances with several industry partners such as
Apache, POGC, Homestake Mining Company and RWE-DEA (formerly Deutsche Texaco).
During the third quarter of 1996, FX Energy realized net proceeds of $17.6
million from the sale of 3,450,000 shares of common stock. The proceeds from
the stock offering were used to pay off long-term debt of $3.7 million and to
fund FX Energy's exploration activities for the remainder of 1996 through early
1999. In the second quarter of 1999, FX Energy realized net proceeds of $7.1
million from the private placement of 1,792,500 shares of common stock.
Proceeds from the private placement were allocated to fund costs incurred on the
Lachowice Farm-in during 1999, continuing exploration costs in Poland and for
general corporate purposes. As of December 31, 1999, FX Energy had $6.9 million
in cash, cash equivalents and marketable debt securities with no outstanding
long-term debt.
Since its inception in 1989 through December 31, 1999, FX Energy has
incurred cumulative net losses of $28.8 million, including net losses of $ 5.9
million, $10.1 million, and $3.6 million for the years ended December 31, 1999,
1998 and 1997, respectively. FX Energy may continue to incur net losses during
2000 and beyond, depending on results from its exploration, appraisal,
development and property acquisition activities in Poland and the western United
States.
LIQUIDITY AND CAPITAL RESOURCES
Historically, FX Energy has relied primarily on proceeds from the sale of
equity securities to fund its operating and investing activities. During 1999,
1998 and 1997, FX Energy received net proceeds from the sale of its securities,
net of redemptions, of $7,067,000, $166,000 and $253,000, respectively. FX
Energy also benefits from funds provided by other participants in drilling
groups formed by it to undertake specific drilling or other exploration
activities.
Working Capital
FX Energy had working capital of $5,459,000, $3,965,000 and $8,494,000 as
of December 31, 1999, 1998 and 1997, respectively. Working capital as of
December 31, 1999 was $1,494,000 higher as compared to the end of 1998,
primarily due to net proceeds of $7,067,000 from the private placement of
1,792,500 shares and the exercise of options to purchase 2,000 shares of common
stock, which was offset by FX Energy's $5,856,000 net loss during 1999. Working
capital as of December 31, 1998 was $4,529,000 lower as compared to the end of
1997, primarily due to cash used in operating and financing activities of
$3,783,000 and additions to properties of $441,000 during 1998.
Operating Activities
FX Energy used net cash of $3,745,000, $3,109,000, and $5,881,000 in its
operating activities during 1999, 1998 and 1997, respectively, primarily as a
result of the net losses incurred in those years. During 1999, 1998 and 1997,
FX Energy spent $4,195,000, $3,978,000, and $6,024,000, respectively, on
operating activities exclusive of working capital adjustments. Working capital
adjustments reduced cash used in operating activities by $450,000, $869,000 and
$143,000 during, 1999, 1998 and 1997, respectively.
Investing Activities
FX Energy used net cash of $2,916,000 in investing activities during 1999
and received net cash from investing activities of $1,083,000 and $368,000
during 1998 and 1997, respectively. During 1999, FX Energy spent $603,000 on
additions to properties, equipment and other assets, received $6,000 from the
sale of property interests and spent a net amount of $2,319,000 relating to
investing in marketable debt securities. During 1998, FX Energy spent $441,000
on additions to properties and equipment, received $513,000 of proceeds from the
sale of property interests and equipment and received a net amount of $1,011,000
relating to investing in marketable debt securities. During 1997, FX Energy
spent a net amount of $1,506,000 on additions to properties and other assets,
received $353,000 from the sale of property interests and equipment, advanced an
employee $15,000 in relocation costs and received a net amount of $1,536,000
relating to investing in marketable debt securities.
Financing Activities
FX Energy received net cash of $6,469,000 from its financing activities
during 1999, used net cash of $674,000 in its financing activities during 1998
and received net cash of $1,679,000 from its financing activities during 1997.
During 1999, FX Energy advanced $598,000 to two officers, received net proceeds
of $7,054,000 from a private placement of 1,792,500 shares of common stock and
$13,000 from the exercise of options on 2,000 shares of common stock. During
1998, FX Energy advanced $840,000 to officers and received $166,000 in cash and
a full recourse note receivable of $250,000 from the exercise of warrants and
options on 382,622 shares of common stock. During 1997, FX Energy advanced
$150,000 to an officer, realized $1,576,000 in advances from RWE-DEA relating to
exploration of its Baltic Project Area and $253,000 from the exercise of
warrants and options on 159,334 shares of common stock.
Strategic Alliances
FX Energy has benefited and anticipates that it will continue to benefit
from strategic alliances with industry or financial partners to provide funding
and expertise, which helps reduce FX Energy's financial exposure and risk.
During the period of 1995 through June 2000, FX Energy estimates that its
strategic partners have paid or committed to carry approximately $26,900,000 of
FX Energy's share of costs in various projects. Apache has committed to covering
all of the Apache Exploration Program's Polish G&A costs incurred from January
1999 through June 2000, a net amount of approximately $3,000,000. During 1998,
Apache committed to cover approximately $6,000,000 of FX Energy's cost relating
to exploring its Carpathian area over approximately three years in exchange for
a fifty-percent percent interest in the project. During 1997, Apache committed
to cover approximately $15,000,000 of FX Energy's cost relating to exploring its
Lublin Basin area over approximately three years in exchange for a fifty-percent
percent interest in the project. Also, during 1997, Homestake committed to
paying approximately $1,100,000 of FX Energy's cost over approximately two years
relating to gold exploration on the Sudety Project Area in Poland. RWE-DEA
committed approximately $1,600,000 to cover FX Energy's cost relating to the
Baltic Project Area during 1996 and 1997. Other industry partners committed
approximately $200,000 to cover FX Energy's costs in other projects during 1995
and 1996.
EXPLORATION, APPRAISAL, DEVELOPMENT AND PROPERTY ACQUISITION ACTIVITIES IN
POLAND
Polish Acreage
FX Energy holds oil and gas exploration rights on approximately 15.8
million gross acres in Poland as follows: (1) approximately 0.9 million gross
acres in which FX Energy holds a one-hundred percent interest; (2) approximately
2.9 million gross acres in which FX Energy and Apache each hold a fifty-percent
interest; (3) approximately 8.6 million gross acres in which FX Energy and
Apache each hold a fifty-percent interest subject to proportionate reduction by
POGC's option to participate with up to a one-third interest determined on a
block by block basis; and, (4) approximately 3.4 million gross acres held by
POGC in which FX Energy and Apache have options to participate with up to a one-
third interest each.
FX Energy may relinquish all or part of its interest in any exploratory
acreage at any time if it determines there is no hydrocarbon potential within
any given area.
Apache Exploration Program
FX Energy and Apache entered into an AMI Agreement effective January 1,
1999, which further defined and modified several earlier agreements between FX
Energy and Apache relating to their joint exploration activities in Poland. All
of these agreements together, and the operations and obligations that relate to
these agreements, are referred to as the Apache Exploration Program. The AMI
Agreement covers the entire country of Poland except for the 0.9 million acre
Baltic Project Area. Under terms of the AMI Agreement, FX Energy and Apache
must offer each other a fifty-percent interest in any new exploration,
appraisal, development, acquisition or other oil and gas activity entered into
in Poland during 1999 and 2000.
Under terms of the Apache Exploration Program, Apache has either paid or
committed to pay FX Energy's pro-rata share of the following items:
INITIAL COMPLETED REMAINING
COMMITMENT COMMITMENTS COMMITMENTS
---------------- ----------- -------------
Up-front cash .................. $950,000 $950,000 --
Drilling costs (1) ............. 10 wells 5 wells 5 wells
2D seismic (2) ................. 2,000 km 1,650 km 350 km
Concession and usufruct fees ... $855,000 $855,000 --
G&A costs incurred in Poland(3). All through 1999 All to date All through 6-00
(1) As of December 31, 1999, Apache had covered FX Energy's pro-rata share of
costs for five exploratory wells, the first four of which were exploratory
dry holes drilled during 1999. On January 25, 2000 FX Energy announced
the fifth well, the Wilga 2, was an exploratory discovery.
(2) Apache completed acquiring 1,650 kilometers of 2D seismic in the Lublin
Basin during 1998 and has committed to completing 350 kilometers of 2D
seismic in the Carpathian area of southern Poland during 2000.
(3) Beginning July 1, 2000, Apache may charge FX Energy for 25% of its Polish
G&A costs, increased by 5% upon the drilling of each of the five remaining
exploratory wells; up to a maximum of 50%.
Exploratory Activities - Apache Exploration Program
The Czernic 277-2, Poniatowa 317-1, Witkow 1 and the Siedliska 2, the first
four exploratory wells drilled under terms of the Apache Exploration Program,
were all determined to be exploratory dry holes during the first nine months of
1999. These wells tested potentially productive Carboniferous and Devonian
horizons in southeastern Poland. In accordance with terms of the Apache
Exploration Program, Apache covered all of FX Energy's share of costs for all
three wells, including 33.33% for the Czernic 277-2, 47.5% for the Poniatowa
317-1, 45.0% for the Witkow 1 and 33.3% for the Siedliska 2. On January 25,
2000, FX Energy announced the fifth well, the Wilga 2, was an exploratory oil
and gas discovery in the Carboniferous horizon on the northwest section of the
Lublin Basin. Apache has committed to cover all of FX Energy's 45.0% drilling
and completion costs for the Wilga 2. The remaining five wells are expected to
be drilled by Apache during 2000 and 2001.
During June 1999, FX Energy elected to participate in drilling the
Andrychow 6, an exploratory well operated by POGC on POGC option acreage in
southern Poland with a 5.0% interest. The well tested a Devonian formation and
was determined to be an exploratory dry hole during December 1999. The
Andrychow 6 cost a net amount of approximately $99,000.
Lachowice Farm-in Agreement
On February 26, 1999, FX Energy and Apache entered into a farm-in agreement
with POGC with respect to POGC's Lachowice area, a shut-in Devonian gas
discovery owned by POGC. Under terms of the agreement, FX Energy and Apache
each agreed to pay fifty-percent of the cost to test and recomplete up to three
shut-in gas wells. Based upon the testing and recompletion results, FX Energy
and Apache had the option to each earn a one-third interest in the Lachowice
area by each paying fifty-percent of the cost to drill three additional wells
and construct related production facilities.
During June 1999, FX Energy and Apache commenced testing and recompletion
procedures on the Stryszawa 2K. The Stryszawa 2K was subsequently plugged and
abandoned after it failed to maintain a commercial production rate. During
September 1999, FX Energy and Apache tested the Lachowice 7 to determine its
commercial potential. The test results of the Lachowice 7 did not warrant
constructing gathering and processing facilities. FX Energy and Apache plan
turn the Lachowice 7 back to POGC and terminate the Lachowice Farm-in. During
1999, FX Energy incurred costs of approximately $941,000 on this project.
CAPITAL REQUIREMENTS
General
As of December 31, 1999, FX Energy had $6.9 million of cash, cash equivalents
and marketable debt securities with no long-term debt. In view of the Apache
Exploration Program, this amount is expected to be sufficient to fund FX
Energy's present minimum exploration and operating commitments during 2000 and
part of 2001. FX Energy intends to seek additional capital to fund any
activities outside the scope of its present minimum exploration and operating
activities, including further exploration, appraisal and development costs for
the Wilga discovery and any other additional exploration, appraisal, development
or property acquisition activities.
The allocation of FX Energy's capital among the categories of anticipated
expenditures is discretionary and will depend upon future events that cannot be
predicted. Such events include the actual results and costs of future
exploration, appraisal, development, property acquisition and other activities.
FX Energy may obtain funds for future capital investments from the sale of
additional securities, bank financing, project financing, sale of partial
property interests, strategic alliances with other energy or financial partners
or other arrangements, some of which may dilute the interest of existing
shareholders in FX Energy or FX Energy's interest in the specific project
financed. There can be no assurance that additional funds could be obtained or,
if obtained, would be on terms favorable to FX Energy.
Exploration, Appraisal and Development Capital
During the remainder of 2000, FX Energy expects to have substantially all
the cost of its share of exploration activities under the Apache Exploration
Program covered by Apache. To date, Apache has completed drilling five of the
ten required exploratory wells and advises that it expects to drill three
additional wells during 2000.
During 1999, FX Energy incurred approximately $941,000 appraising the
Lachowice Farm-in. FX Energy initially allocated $3.4 million of the net
proceeds of its $7.1 million private placement completed in May 1999 to
partially fund planned activities related to the Lachowice Farm-in. Based on
the test results from re-entering the Stryszawa 2K and the Lachowice 7, FX
Energy and Apache have concluded the Lachowice Farm-in is not economical and
plan to withdraw from the project.
FX Energy and its partners are formulating a program to commence production
and fully develop the Wilga field. Under terms of the Apache Exploration
Program, Apache must cover all of FX Energy's 45.0% share of drilling and
completion costs for the Wilga 2, the initial exploratory well drilled on the
Wilga field. FX Energy must pay for its 45.0% share of all subsequent capital
and operating costs on the Wilga field. Preliminary additional exploration,
appraisal and development plans total approximately $9.8 million net to FX
Energy and are comprised of the following:
o drill one appraisal well and one development well at a cost of
approximately $1.5 million per well;
o build production facilities (including connecting to a pipeline) at a
cost of approximately $5.0 million;
o acquire approximately 120 kilometers of 2D seismic at a cost of
approximately $300,000; and
o drill a step-out well costing approximately $1.5 million.
FX Energy may utilize the $100 million shelf registration statement it
filed during June, 1999 to fund the additional exploration, appraisal and
development costs of the Wilga field through a combination of debt and equity
securities or it may utilize bank debt or other financing alternatives.
However, there is no assurance that such funding can be obtained.
Additional exploration of the 0.9 million acre Baltic Project Area has been
deferred for the time being. Due to its increasing focus on Poland, FX Energy
expects to incur minimal exploration, appraisal and development expenditures on
its domestic operations during the remainder of 1999 and 2000.
Property Acquisition Capital
During June 1999, FX Energy filed a $100 million shelf registration
statement with the Securities and Exchange Commission ("SEC") to fund planned
expansion in Poland. FX Energy plans to utilize the $100 million shelf
registration statement to fund any capital requirements resulting from the
proposed purchase of oil and gas property interests from POGC through a
combination of debt and equity securities or may utilize bank debt or other
financing alternatives. There is no assurance any funds will be available
pursuant to the $100 million shelf registration statement.
RESULTS OF OPERATIONS BY BUSINESS SEGMENT
FX Energy operates within two segments of the oil and gas industry;
exploration and production ("E&P") and drilling and well servicing ("Drilling");
and within the exploration segment of the mining industry. In Poland, FX Energy
explores for oil and gas, and to a limited extent, gold. In the western United
States, FX Energy has a limited amount of exploratory acreage primarily in North
Dakota, produces oil in Montana and Nevada and has a contract drilling and well
servicing company in northern Montana. Depreciation, depletion and amortization
costs ("DD&A") directly associated with the production and drilling segments are
detailed within the following discussion. G&A costs, interest income, other
income, interest expense, officer loan impairment and income taxes are not
allocated to individual operating segments for management or segment reporting
purposes and are discussed in their entirety following the segment discussion.
Mining, which consists of gold exploration on FX Energy's Sudety Project Area in
Poland, is excluded from the following discussion because it has been
discontinued and is not considered to be a material segment by management.
E&P OPERATIONS - OIL AND GAS
EXPLORATION AND PRODUCTION REVENUES
Oil Revenues
Oil revenues were $1,554,000, $1,124,000 and $2,040,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. During 1999, 1998 and 1997, FX
Energy's oil revenues fluctuated primarily due to volatile oil prices. FX
Energy's oil revenues during 1999, 1998 and 1997 were also negatively affected
by lower production rates attributable to the natural production declines of FX
Energy's producing properties and the increased utilization of FX Energy's well
servicing equipment on third party properties rather than company-owned
properties during 1998 and 1999. A summary of the percentage change in oil
revenues, average oil price and oil production for 1999, 1998 and 1997 as
compared to their respective prior year are set forth on the following table:
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998 1997
---------- ----------- -----------
OIL REVENUES ....................... $1,554,000 $1,124,000 $2,040,000
Percent change versus prior year . +38.26% -44.90% -13.04%
AVERAGE OIL PRICE .................. $ 15.35 $ 9.78 $16.16
Percent change versus prior year . +56.95% -39.48% -10.42%
PRODUCTION VOLUMES (BBLS) .......... 101,275 114,909 126,271
Percent change versus prior year . -11.87% -9.00% -2.88%
Gain on Sale of Property Interests
There was no gain on sale of property interests for the year ended December
31, 1999. FX Energy recognized a gain on sale of property interests of $467,000
and $272,000 for the years ended December 31, 1998 and 1997, respectively.
During 1998, Apache paid FX Energy $500,000 in initial cash consideration
relating to its participation in the Carpathian area which was offset by $33,000
of associated costs. During 1997, FX Energy received $450,000 from Apache in
initial cash consideration relating to its participation in the Lublin Basin
area which was offset by $344,000 of associated costs and $95,000 from the
purchase of Lubex Petroleum Company, FX Energy's wholly owned Polish exploration
subsidiary which operates the Original 8 Blocks within FX Energy's Lublin Basin
area. The 1997 gain on sale of property interests also includes $71,000
relating to FX Energy's mining operations, which are excluded from the
discussion of the results of operations by business segment. The amount of gain
on sale of property interests will continue to vary from year to year, depending
on the timing of completed deals and the amount of up-front cash consideration,
if any.
EXPLORATION AND PRODUCTION COSTS
Lease Operating Costs
FX Energy's lease operating costs are composed of normal recurring lease
operating expenses ("LOE") and production taxes. Lease operating costs were
$962,000, $1,046,000 and $1,239,000 for the years ended December 31, 1999, 1998
and 1997, respectively, or $9.50, $9.11 and $9.82, respectively, per barrel.
LOE costs were $899,000, $966,000 and $1,094,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. During 1999, 1998 and 1997 FX
Energy performed only routine maintenance on its producing properties and
deferred workovers in an effort to control operating costs. Lifting costs per
barrel (exclusive of production taxes) were relatively flat during 1999, 1998
and 1997, amounting to $8.88, $8.41 and $8.66 per barrel, respectively.
Production taxes were $63,000, $80,000 and $145,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. During 1999, production taxes
decreased to an average of approximately 4.1% of annual oil revenues, as
compared to 7.0% during 1998 and 1997, primarily due to a reduction in the
production tax rate on stripper wells by the state of Montana. The decrease in
the amount of production taxes from year to year is also directly associated
with the fluctuation of oil prices and decreased oil production from year to
year. Refer to the table in Exploration and Production Revenues - Oil Revenues
for the percentage fluctuations in the average oil price and oil production for
1999, 1998 and 1997.
DD&A Expense - Producing Operations
DD&A expenses for producing properties were $51,000, $231,000 and $261,000
for the years ended December 31, 1999, 1998 and 1997, respectively. The DD&A
rate per barrel was $0.50 during 1999, a decrease of $1.51 as compared to 1998.
The decrease is directly attributable to the $5,885,000 write down of FX
Energy's domestic proved developed oil and gas properties during 1998 which
resulted in a substantially lower depreciable property basis during 1999. The
DD&A rate per barrel was relatively constant at $2.01 and $2.07 for 1998 and
1997, respectively.
Domestic Proved Property Impairment
There were no proved domestic proved property impairments for the years
ended December 31, 1999 or 1997. For the year ended December 31, 1998, FX
Energy incurred a domestic proved developed property impairment of $5,885,000
due to low oil prices and its decision to focus its resources on Poland. As of
December 31, 1998, FX Energy's PV-10 value for its domestic proved properties
was approximately $472,000, consisting solely of proved developed reserves. In
accordance with generally accepted accounting principles, FX Energy recorded
total impairment expense of $5,885,000 for the year ended December 31, 1998,
which represented the difference between the net book value of its domestic
proved developed properties and the related fair value, determined on a property
by property basis, as of December 31, 1998.
Exploration Costs
FX Energy's exploration costs consist of geological and geophysical costs
("G&G"), exploratory dry holes and non-producing leasehold impairments.
Exploration costs were $3,053,000, $2,127,000 and $5,314,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. G&G costs of $31,000, and
$29,000 incurred during the years ended December 31, 1999 and 1998,
respectively, relate to FX Energy's mining operations and are excluded from the
following discussion of the results of operations for this segment. A
comparative discussion of each component of exploration costs incurred during
the years ended December 31, 1999, 1998 and 1997 follows:
G&G costs were $1,928,000, $2,080,000 and $1,684,000 during the years ended
December 31, 1999, 1998 and 1997, respectively. During 1999, FX Energy spent
approximately $310,000 reprocessing seismic on the Pomeranian and Warsaw West
areas, granted stock options valued at approximately $119,000 to a Polish
consultant and spent approximately $374,000 evaluating potential property
acquisitions from POGC. During 1998, FX Energy incurred approximately $400,000
of cost relating to its share of the Lublin Basin area seismic acquisition
program with Apache and $75,000 relating to the Polish Lowlands Study. During
1997, FX Energy completed a seismic survey on Wola, a POGC Concession in the
Carpathian area, costing $210,000. From January 1, 1997 through December 31,
1999, FX Energy spent an average amount of approximately $1,402,000 annually
relating to reprocessing 2D seismic and the wages and associated expenses for
employees and consultants directly engaged in G&G activities. G&G costs are
expected to continue at current or higher levels as FX Energy increases its
exploratory efforts in Poland and continues to spend a limited amount on its
exploratory acreage in the western United States.
Exploratory dry hole costs were $1,001,000, $17,000 and $3,478,000 for the
years ended December 31, 1999, 1998 and 1997, respectively. During 1999, FX
Energy participated in drilling three exploratory dry holes, the Witkow 1,
Siedliska 2 and the Andrychow 6 in Poland. The Witkow 1 and Siedliska 2 wells
were exploratory wells under the Apache Exploration Program. As such, Apache
covered all of FX Energy's pro-rata share of costs for the Witkow 1 and
Siedliska 2. FX Energy retained and paid for a five-percent interest in the
Andrychow 6, an exploratory dry hole on the Carpathian area of southern Poland,
which cost $99,000. On the Lachowice Farm-in, FX Energy plugged the Stryszawa
2K after spending $698,000 on an unsuccessful recompletion attempt and plans to
withdraw from the Lachowice Farm-in project after spending $171,000 testing the
Lachowice 7. Also, during 1999, FX Energy spent $33,000 associated with an
exploratory dry hole drilled during 1997. During 1998, FX Energy participated
in drilling two exploratory dry holes, the Czernic 277-2 and the Poniatowa 317-
1, in Poland on the Lublin Basin area. Both wells were plugged and abandoned
during the first quarter of 1999 and counted as exploratory wells under the
Apache Exploration Program. As such, Apache covered all of FX Energy's pro-rata
share of costs for each well. All of the exploratory dry hole costs recorded
during 1998 were associated with wells drilled prior to 1998. During 1997, FX
Energy drilled four exploratory dry holes; two in Poland and two in the western
United States. In Poland, FX Energy drilled the Orneta 1, the first exploratory
oil well drilled by a western company in Poland, at a cost of $1,834,000 and
the Gladysze 1A at a cost of $1,262,000, both of which were on FX Energy's
Baltic Project Area. In the western United States, FX Energy drilled the Murray
12-30 in central Montana at a cost of $222,000 and the Mega Springs Federal 7 in
Nevada at a cost of $160,000.
Non-producing leasehold impairments were $93,000, and $152,000 for the
years ended December 31, 1999 and 1997. There were no non-producing leasehold
impairments during the year ended December 31, 1998. During 1999, FX Energy
wrote off $72,000 relating to the Lachowice Farm-in and $21,000 pertaining to
its Holt Camp Creek prospect in Nevada. During 1997, FX Energy wrote off
$45,000 relating to its Devil's Basin prospect in Central Montana where the
Murray 12-30 was drilled, $78,000 relating to its Mega Springs Prospect in
Nevada where the Mega Springs Federal 7 was drilled and $29,000 relating to its
Horse Trap prospect in Wyoming where FX Energy no longer had drilling plans.
Non-producing leasehold impairments will vary from period to period based on FX
Energy's determination that capitalized costs of unproved properties, on a
property by property basis, are not realizable.
Extraordinary Gain - Baltic Project Area
There were no extraordinary gains during the years ended December 31, 1999
and 1998, respectively, as compared to $3,076,000 for the year ended December
31, 1997. As of December 31, 1996, FX Energy had $1,500,000 of long-term debt
associated with advances received from RWE-DEA relating to RWE-DEA's commitment
to earn a fifty-percent interest in FX Energy's Baltic Project Area. During
1997, RWE-DEA advanced FX Energy an additional $1,576,000, bringing the total
amount of such advances to $3,076,000, all of which FX Energy recorded as notes
payable prior to the Polish government approving RWE-DEA's participation in FX
Energy's Baltic Project Area. On June 30, 1997, after the Polish government had
approved RWE-DEA's participation in the Baltic Project Area, RWE-DEA elected not
to earn an interest in FX Energy's Baltic Project Area. FX Energy was not
contractually obligated to repay any funds previously advanced by RWE-DEA.
Accordingly, FX Energy eliminated its long-term debt associated with the RWE-DEA
advances and recognized an extraordinary gain of $3,076,000 for the year ended
December 31, 1997.
DRILLING AND WELL SERVICING OPERATIONS
Drilling Revenues
Drilling revenues were $865,000, $323,000 and $496,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. FX Energy's contract drilling
and well servicing operations generated a gross profit before DD&A of 25.8%,
25.6% and 33.7% during 1999, 1998 and 1997, respectively. During 1999, FX
Energy focused its drilling and well servicing equipment on third party contract
services in an effort to increase its domestic revenues rather than utilizing
its drilling and well servicing equipment on company-owned properties. During
1998, FX Energy's drilling revenues consisted of $262,000 from third party
contract drilling and well servicing work conducted in the third and fourth
quarters as FX Energy began to shift the primary focus of utilizing its drilling
and well servicing equipment from company-owned properties to third party
contract services. During 1997, FX Energy drilled two wells on a day work
contract basis resulting in revenues of $496,000 and a gross profit before DD&A
of $167,000. FX Energy retained a working interest in each of the two wells
drilled; a 27.69% in the Murray 12-30, a dry hole, and, a 6.25% in the State 31-
8, an oil discovery. The $167,000 gross operating profit before DD&A helped
offset the combined working interest cost of $242,000 that FX Energy incurred on
the two wells. Drilling revenues will continue to fluctuate year to year based
on the number, timing, retained working interest of wells drilled and the degree
of emphasis on utilizing drilling and well servicing equipment on FX Energy's
company-owned properties.
Drilling Costs
Drilling costs were $642,000, $240,000 and $329,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. During 1999, 1998 and 1997,
drilling costs were 74.2%, 74.4% and 66.3% of drilling revenues, respectively.
Drilling costs are directly associated with drilling revenues. As such,
drilling costs will continue to fluctuate year to year based on revenues
generated, the number of wells drilled, timing and the degree of emphasis on
utilizing drilling and well servicing equipment on FX Energy's company-owned
properties.
DD&A Expense - Drilling and Well Servicing Operations
DD&A expenses for drilling and well servicing equipment were $334,000,
$322,000 and $289,000 for the years ended December 31, 1999, 1998 and 1997,
respectively. FX Energy spent $138,000, $156,000 and $210,000 on upgrading its
drilling and well servicing equipment during 1999, 1998 and 1997, respectively.
DD&A expense was progressively higher year to year due to prior year capital
additions being depreciated in succeeding years.
NON-SEGMENTED INFORMATION
DD&A Expense - Corporate
DD&A expenses for corporate activities were $110,000, $118,000 and $85,000
for the years ended December 31, 1999, 1998 and 1997, respectively. DD&A
expenses during 1999 were $8,000 less as compared to the same period of 1998,
primarily due to less capital additions during 1999 coupled with equipment
purchased during 1996 and 1997 becoming fully depreciated during 1999. FX
Energy spent $20,000, $85,000 and $205,000 during 1999, 1998 and 1997,
respectively, on software, hardware and office equipment utilized primarily for
corporate purposes.
G&A Costs
G&A costs were $2,962,000, $2,572,000 and $2,566,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. During 1999, G&A costs were
$390,000 higher as compared to the same period of 1998 due to higher payroll and
other related costs associated with FX Energy's increasing emphasis expanding
on its Polish activities. G&A costs incurred during 1998 were substantially
unchanged as compared to 1997. G&A expenses are expected to continue at current
or higher levels as FX Energy further expands its presence in Poland.
Interest and Other Income
Interest and other income were $512,000, $506,000 and $662,000 for the
years ended December 31, 1999, 1998 and 1997, respectively. FX Energy's cash,
cash equivalent and marketable debt securities balance was $6,868,000,
$4,742,000 and $8,453,000 as of December 31, 1999, 1998 and 1997, respectively.
The average cash and marketable securities balances during 1999 were relatively
unchanged as compared to the same period of 1998. Interest and other income was
lower in 1998 as compared to 1997 due to lower average cash and marketable debt
security balances during 1998 as compared to the same period of 1997. FX Energy
earned interest income of $499,000, $492,000 and $616,000 during 1999, 1998 and
1997, respectively. Interest income associated with officers' notes receivable
was $134,000 and $64,000 during 1999 and 1998, respectively.
Interest Expense
Interest expense was $8,000 and $83,000 for the years ended December 31,
1999 and 1997, respectively. FX Energy had no interest expense for the year
ended December 31, 1998. During 1999, FX Energy incurred $8,000 of interest
expense primarily relating to the settlement of an audit by the Blackfeet Tribe
pertaining to the Cut Bank Field. During 1997, FX Energy incurred interest
expense of $83,000. FX Energy had long-term debt associated with RWE-DEA of
$1,500,000 as of December 31, 1996 and received $1,576,000 in additional funding
from RWE-DEA during the first six months of 1997, all of which was recorded as
long-term debt. However, upon RWE-DEA's election not to earn an interest in the
Baltic Project Area on June 30, 1997, FX Energy eliminated its long-term debt
associated with RWE-DEA and recognized an extraordinary gain of $3,076,000. As
of December 31, 1999 and 1998, FX Energy had no long-term debt.
Officer Loan Impairment
As of December 31, 1999, notes receivable and accrued interest from officers,
before impairment, totaled $2,036,000, with a due date of on or before December
31, 2000 (as extended). The notes receivable and accrued interest are
collateralized by 233,340 shares of FX Energy's common stock. In accordance
with SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," FX Energy
recorded an impairment allowance of $666,000 as of December 31, 1999, based on
the value of the underlying collateral. The impairment allowance will be
adjusted quarterly based on the market value of the collateral shares.
Income Taxes
FX Energy incurred net operating losses after extraordinary gains of
$5,856,000, $10,122,000 and $3,620,000 for the years ended December 31, 1999,
1998 and 1997, respectively, which can be carried forward to offset future
taxable income. Statement of Financial Accounting Standards (SFAS) No. 109
requires that a valuation allowance be provided if it is more likely than not
that some portion or all of a deferred tax asset will not be realized. FX
Energy's ability to realize the benefit of its deferred tax asset will depend on
the generation of future taxable income through profitable operations and the
expansion of FX Energy's exploration and development activities. The market and
capital risks associated with achieving the above requirement are considerable,
resulting in FX Energy's conclusion that a full valuation allowance be provided.
Accordingly, FX Energy did not recognize any tax benefit in its consolidated
statement of operations for the years ended December 31, 1999, 1998 or 1997.
Net Loss
FX Energy incurred net losses of $5,856,000, $10,122,000 and $3,620,000 for
the years ended December 31, 1999, 1998 and 1997, respectively. The net loss in
1999 was due principally to $3,054,000 of exploration costs, an officer loan
impairment of $666,000 and $2,962,000 of G&A costs. The net loss in 1998 was
due principally to a domestic proved property impairment of $5,885,000, G&G
costs of $2,109,000 and a 44.9% decline in oil prices coupled with a 9.0%
decline in oil production. The net loss in 1997 was due principally to G&G
costs of $1,684,000, an exploratory dry hole costing $1,262,000 drilled without
an outside partner and leasehold impairments of $152,000.
CAPITALIZED COSTS FOR UNPROVED OIL AND GAS PROPERTIES
FX Energy follows the successful efforts method of accounting for its oil
and gas properties. Under this method of accounting, all property acquisition
costs and costs of exploratory and development wells are capitalized when
incurred, pending determination of whether the well has found proved reserves.
If an exploratory well has not found proved reserves, these costs plus the costs
of drilling the well are expensed. The costs of development wells are
capitalized, whether productive or nonproductive. Geological and geophysical
costs on exploratory prospects and the costs of carrying and retaining unproved
properties are expensed as incurred. An impairment allowance is provided to the
extent that capitalized costs of unproved properties, on a property by property
basis, are considered not to be realizable. As of December 31, 1999, FX Energy
had unproved property costs of $1,383,000, including $691,000 in Poland and
$692,000 in the United States. An impairment loss is recorded if the net
capitalized costs of proved oil and gas properties exceed the aggregate
undiscounted future net revenues determined on a property by property basis.
The impairment loss recognized equals the excess of net capitalized costs over
the related fair value, determined on a property by property basis. As of
December 31, 1999, FX Energy had net proved property costs of $494,000 as
compared to a proved reserves PV-10 value of $5,460,000. As a result of the
foregoing, the results of operations of FX Energy for any particular period may
not be indicative of the results that could be expected over longer periods.
OTHER MATTERS
FX Energy has reviewed all recently issued, but not yet adopted, accounting
standards in order to determine their effects, if any, on the results of
operations or financial position of FX Energy. Based on that review, FX Energy
believes that none of these pronouncements will have a significant effect on
current or future earnings or operations.
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ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
- --------------------------------------------------------------------------------
Market Risk
FX Energy's major market risk exposure continues to be the price it
receives for oil produced from its domestic properties. Realized pricing is
primarily driven by the prevailing worldwide price of oil applicable to the
United States, subject to gravity and other adjustments for the actual oil sold.
Historically, oil prices have been volatile and unpredictable. Price volatility
is expected to continue. See "Item 1. and 2. Business and Properties: Risk
Factors - Volatility of Commodity Prices and Markets. "
FX Energy does not engage in any hedging activities to protect itself
against market risks associated with oil and gas price fluctuations, although it
may elect to do so if it achieves significant production in Poland.
Foreign Currency Risk
FX Energy has entered into various agreements in Poland, primarily in U.S.
Dollars or the U.S. Dollar equivalent of the Polish Zloty. FX Energy conducts
its day to day business on this basis as well. The Polish Zloty is subject to
exchange rate fluctuations that are beyond the control of FX Energy. The
exchange rates for the Polish Zloty were 4.14, 3.51 and 3.51 per U.S. dollar as
of December 31, 1999, 1998 and 1997, respectively.
FX Energy does not now and does not intend in the foreseeable future to
engage in hedging transactions to protect itself against currency risks
- --------------------------------------------------------------------------------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
The financial statements of FX Energy, including the accountant's report,
are included beginning at page F-1 immediately following the signature page of
this report.
- --------------------------------------------------------------------------------
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------------
FX Energy and its auditors have not disagreed on any items of accounting
treatment or financial disclosure.
PART III
- --------------------------------------------------------------------------------
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
- --------------------------------------------------------------------------------
The information from the definitive proxy statement for the 2000 annual
meeting of stockholders under the caption "ELECTION OF DIRECTORS: Executive
Officers, Directors and Nominees" and "Compliance with Section 16(a) of the
Exchange Act" is incorporated herein by reference.
FX Energy is dependent upon Mr. David N. Pierce, President and Chief
Executive Officer, Mr. Andrew W. Pierce, Vice President and Chief Operating
Officer, and other key personnel for its various activities. In addition, with
respect to its activities in Poland, FX Energy is dependent on Mr. Jerzy B.
Maciolek, Vice President of International Exploration, a Polish national who is
instrumental in assisting FX Energy in its operations in Poland. The loss of the
services of any of these individuals may materially and adversely affect FX
Energy. FX Energy has entered into employment agreements with Mr. David N.
Pierce, Mr. Andrew W. Pierce and Mr. Maciolek. FX Energy does not maintain key
man insurance on any of its employees.
- --------------------------------------------------------------------------------
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
The information from the definitive proxy statement for the 2000 annual
meeting of stockholders under the caption "ELECTION OF DIRECTORS: Executive
Compensation" is incorporated herein by reference.
- --------------------------------------------------------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
The information from the definitive proxy statement for the 2000 annual
meeting of stockholders under the caption "ELECTION OF DIRECTORS: Security
Ownership of Certain Beneficial Owners and Management" is incorporated herein by
reference.
As of December 31, 1999, FX Energy had issued and outstanding warrants and
options to purchase an aggregate of up to 4,167,073 shares of common stock at
exercise prices ranging from $1.50 to $10.25 per share, with a weighted average
exercise price of $5.24 per share. Of those warrants and options, 3,122,200
shares of common stock are issuable on the exercise of options held by officers
and directors of FX Energy at exercise prices ranging from $1.50 to $10.25 per
share, with a weighted average exercise price of $4.96 per share, including
options to purchase 710,063 shares that are not fully vested. The existence of
such warrants and options may prove to be a hindrance to future financing by FX
Energy, and the exercise of such warrants and options may further dilute the
interests of all other stockholders. The possible future resale of common stock
issuable on the exercise of such warrants and options could adversely affect the
prevailing market price of the common stock. Further, the holders of options
and warrants may exercise them at a time when FX Energy would otherwise be able
to obtain additional equity capital on terms more favorable to FX Energy.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The information from the definitive proxy statement for the 2000 annual
meeting of stockholders under the caption "ELECTION OF DIRECTORS: Certain
Relationships and Related Transactions" is incorporated herein by reference.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
(A) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT OR INCORPORATED
HEREIN BY REFERENCE.
1. FINANCIAL STATEMENTS. See Consolidated Financial Statements beginning
at page F-1.
2. SUPPLEMENTAL SCHEDULE. The Financial Statement schedules are omitted
because they are not applicable or the required information is
otherwise included in the accompanying Financial Statements and the
notes thereto.
3. EXHIBITS. The following exhibits are included as part of this report:
SEC
EXHIBIT REFERENCE
NUMBER NUMBER TITLE OF DOCUMENT LOCATION
- ------- --------- ------------------------------------------ ----------------
ITEM 3. ARTICLES OF INCORPORATION AND BYLAWS
- --------------------------------------------------------------
3.1 3 Restated and Amended Articles of Incorporated by
Incorporation Reference(11)
3.2 3 Bylaws Incorporated by
Reference(1)
ITEM 4. INSTRUMENTS DEFINING THE RIGHTS OF
SECURITY HOLDERS
- --------------------------------------------------------------
4.1 4 Specimen Stock Certificate Incorporated by
Reference(1)
4.2 4 Form of Designation of Rights, Incorporated by
Privileges, and Preferences of Series A Reference(14)
Preferred Stock
4.3 4 Form of Rights Agreement dated as of April Incorporated by
4, 1997, between FX Energy and Fidelity Reference(14)
Transfer Corp.
ITEM MATERIAL CONTRACTS
10.
- --------------------------------------------------------------
10.1 10 Mining Usufruct Agreement between the Incorporated by
State Treasury of the Republic of Poland Reference(3)
and Frontier Poland Exploration and
Producing Company, Sp. z o.o. dated
August 22, 1995, relating to Blocks 51,
52, 71, 72, 91, 92, 93, 111, 112, and
113 (Baltic)
10.2 10 Amendment No. 1 to Mining Usufruct Incorporated by
Agreement dated August 15, 1996 (Baltic) Reference(4)
10.3 10 Amendment No. 2 to Mining Usufruct Incorporated by
Agreement dated August 22, 1996 (Baltic) Reference (15)
10.4 10 Form of concession dated December 20, Incorporated by
1995, relating to Baltic Concessions Reference(5)
granted pursuant to the Mining Usufruct
Agreement dated August 15, 1996, with
related schedule
10.5 10 Mining Usufruct Agreement between the Incorporated by
State Treasury of the Republic of Poland Reference(10)
and Lubex Petroleum Company Sp. z o.o.
dated December 20, 1996, relating to
concession blocks 255, 275, 295, 316,
336, 337, and 338 (Lublin)
10.6 10 Mining Usufruct Agreement between the Incorporated by
State Treasury of the Republic of Poland Reference(12)
and Apache Poland Sp. z o.o. and FX
Energy Poland Sp. z o.o. (East),
commercial partnership dated October 14,
1997, related to concession blocks 257,
258, 277, 278, 297, 317, and 318
(Lublin)
10.7 10 Mining Usufruct Agreement between the Incorporated by
State Treasury of the Republic of Poland Reference(12)
and Apache Poland Sp. z o.o. and FX
Energy Poland Sp. z o.o. (East),
commercial partnership dated October 14,
1997, related to concession block 298
(Lublin)
10.8 10 Mining Usufruct Agreement between the Incorporated by
State Treasury of the Republic of Poland Reference(12)
and Apache Poland Sp. z o.o. and FX
Energy Poland Sp. z o.o. (East),
commercial partnership dated October 14,
1997, related to concession blocks 319,
320, 339, 340, 340A, 359, 360, 360A,
379, 380, and 380A (Lublin)
10.9 10 Mining Usufruct Agreement between the Incorporated by
State Treasury of the Republic of Poland Reference(12)
and Gasex Production Company Sp. z o.o.
and Company, commercial partnership
dated October 14, 1997, related to
concession blocks 410, 411, 412, 413,
414, 415, 430, 431, 432, 433, 452 and
453 (Western Carpathian)
10.10 10 Mining Usufruct Agreement between the Incorporated by
State Treasury of the Republic of Poland Reference(12)
and FX Energy Poland Sp. z o.o. and
Partners, commercial partnership dated
October 30, 1997, related to concession
blocks 85, 86, 87, 88, 89, 105,108, 109,
129, and 149, in northwestern Poland
(Pomeranian)
10.11 10 Option Agreement dated July 18, 1997, Incorporated by
between Polish Oil and Gas Company, FX Reference(12)
10.12 10 Energy, and Apache Overseas, Inc.
Participation Agreement dated effective Incorporated by
as of April 16, 1997, between Apache Reference(13)
Overseas, Inc., and FX Energy,
pertaining to the Lublin Concessions
10.13 10 Letter Agreement dated February 27, Incorporated by
1998, between FX Energy and Apache Reference (15)
Overseas, Inc., regarding modification
to all agreements for acreage in Poland
under established area of mutual
interest.
10.14 10 Participation Agreement dated effective Incorporated by
February 27, 1998, between FX Energy and Reference (15)
Apache Overseas, Inc., pertaining to the
Western Carpathian Concession
10.15 10 Participation Option Agreement dated Incorporated by
effective February 27, 1998, between FX Reference (15)
Energy and Apache Overseas, Inc.,
pertaining to the Pomeranian Concession
10.16 10 Prospect Agreement between Apache Poland Incorporated by
Sp. z o.o., and FX Energy Poland Sp. z Reference (18)
o.o., dated April 17, 1998.
10.17 10 Option Agreement dated effective as of Incorporated by
February 2, 1998, between POGC, FX Reference (15)
Energy, Inc., and Apache Overseas, Inc.,
pertaining to the Western Carpathian
Concessions
10.18 10 Option Agreement dated March 5, 1998, Incorporated by
effective as of April 16, 1997, between Reference (17)
FX Energy, Inc., Apache Overseas, Inc.,
and POGC, relating to FX Energy's
Carpathian Area Concessions.
10.19 10 Option Agreement between FX Energy Incorporated by
Poland Sp. z o.o., and POGC dated Reference (19)
effective May 20, 1998, relating to
Pomeranian Concessions
10.20 10 Agreement dated October 21, 1996, Incorporated by
between Sudety Mining Company Sp. z o.o. Reference (9)
and the State Treasury of the Republic
of Poland, for the establishment of the
mining usufruct for the purpose of gold
exploration in the Sudety Concessions
10.21 10 Earn-In and Exploration Letter of Intent Incorporated by
dated June 13, 1997, between FX Energy Reference (12)
and Homestake Mining Company of
California
10.22 10 Form of Mining Usufruct Agreement Incorporated by
between the State Treasury of the Reference (15)
Republic of Poland and FX Energy Poland
Sp. z o.o. Commercial Partnership, dated
October 16, 1997, relating to Sudety
Concession blocks 43, 63, 64, 65, with
related schedule.
10.23 10 Earn-in, Exploration, and Joint Venture Incorporated by
Agreement between Homestake Mining Reference (15)
Company of California and FX Energy
effective December 31, 1997, regarding
exploration for precious metals in the
Republic of Poland (Sudety)
10.24 10 Agreement between Apache Overseas, Inc., Incorporated by
and FX Energy dated effective January 1, Reference (20)
1999, pertaining to oil and gas
operations in Poland
10.25 10 Agreement on Cooperation in the Incorporated by
Lachowice Area between POGC, Apache Reference (20)
Overseas, Inc., Apache Poland, Sp. Z
o.o., FX Energy, Inc., and FX Energy
Poland Sp. Z o.o., dated February 26,
1999
10.26 10 Frontier Oil Exploration Company 1995 Incorporated by
Stock Option and Award Plan* Reference(4)
10.27 10 Form of FX Energy, Inc., 1996 Stock Incorporated by
Option and Award Plan* Reference(10)
10.28 10 Form of FX Energy, Inc., 1997 Stock Incorporated by
Option and Award Plan* Reference (20)
10.29 10 Form of FX Energy, Inc., 1998 Stock Incorporated by
Option and Award Plan* Reference (20)
10.30 10 Employment Agreements between FX Energy Incorporated by
and each of David Pierce and Andrew Reference(1)
Pierce, effective January 1, 1995*
10.31 10 Amendments to Employment Agreements Incorporated by
between FX Energy and each of David Reference(8)
Pierce and Andrew Pierce, effective May
30, 1996*
10.32 10 Form of Stock Option with related Incorporated by
schedule (D. Pierce and A. Pierce) * Reference(1)
10.33 10 Form of Stock Option granted to D. Incorporated by
Pierce and A. Pierce* Reference(1)
10.34 10 Form of Non-Qualified Stock Option with Incorporated by
related schedule* Reference(4)
10.35 10 Letter Agreement dated effective August Incorporated by
3 , 1995, between Lovejoy Associates, Reference(4)
Inc., and FX Energy re: Financial
Consulting Engagement*
10.36 10 Letter Agreement dated effective August Incorporated by
3, 1995, between Lovejoy Associates, Reference(4)
Inc., and FX Energy re: Indemnification
10.37 10 Non-Qualified Stock Option granted to Incorporated by
Thomas B. Lovejoy* Reference(4)
10.38 10 Letter Agreement dated effective Incorporated by
December 31, 1997, between FX Energy and Reference (15)
Lovejoy Associates, Inc., re: Extension
of Consulting Engagement*
10.39 10 Employment Agreement between FX Energy Incorporated by
and Jerzy B. Maciolek* Reference(8)
10.40 10 Addendum to Employment Agreement between Incorporated by
FX Energy and Jerzy B. Maciolek* Reference (15)
10.41 10 Second Addendum to Employment Agreement Incorporated by
between FX Energy and Jerzy B. Maciolek* Reference (15)
10.42 10 Employment Agreement between FX Energy Incorporated by
and Scott J. Duncan* Reference (15)
10.43 10 Form of Indemnification Agreement Incorporated by
between FX Energy and certain directors, Reference(10)
with related schedule*
10.44 10 Form of Option granted to executive Incorporated by
officers and directors, with related Reference(10)
schedule*
10.45 10 Memorandum of Understanding regarding Incorporated by
officer loans (reformed June 19, 1998) Reference (16)
10.46 10 Limited Recourse Promissory Note of Incorporated by
David N. Pierce in the amount of Reference (16)
$950,954 (reformed June 19, 1998)
10.47 10 Pledge and Security Agreement between FX Incorporated by
Energy, Inc. and David N. Pierce Reference (16)
(reformed June 19, 1998)
10.48 10 Agreement to Hold Collateral between FX Incorporated by
Energy, Inc. and David N. Pierce and Reference (16)
Kruse, Landa & Maycock as agent to hold
collateral (reformed June 19, 1998)
10.49 10 Limited Recourse Promissory Note of Incorporated by
Andrew W. Pierce in the amount of Reference (16)
$769,924 (reformed June 19, 1998)
10.50 10 Pledge and Security Agreement between FX Incorporated by
Energy, Inc. and Andrew W. Pierce Reference (16)
(reformed June 19, 1998)
10.51 10 Agreement to Hold Collateral between FX Incorporated by
Energy, Inc. and Andrew W. Pierce and Reference (16)
Kruse, Landa & Maycock as agent to hold
collateral (reformed June 19, 1998)
10.52 10 Form of Indemnification Agreement between This filing
FX Energy and certain directors, with
related schedule
ITEM 21 SUBSIDIARIES OF THE REGISTRANT
- --------------------------------------------------------------
21.1 Schedule of Subsidiaries Incorporated by
Reference (15)
ITEM 23 CONSENTS OF EXPERTS AND COUNSEL
- --------------------------------------------------------------
23.1 23 Consent of PricewaterhouseCoopers LLP, This Filing
independent accountants
23.2 23 Consent of Larry D. Krause, Petroleum This Filing
Engineer
ITEM 27 FINANCIAL DATA SCHEDULE
- --------------------------------------------------------------
27.1 27 Financial Data Schedule This Filing
* Identifies each management contract or compensatory plan or arrangement
required to be filed as an exhibit.
(1) Incorporated by reference from the registration statement on Form SB-2, SEC
File No. 33-88354-D.
(2) Incorporated by reference from the report on Form 8-K dated August 16,
1995.
(3) Incorporated by reference from the report on Form 8-K dated August 22,
1995.
(4) Incorporated by reference from the quarterly report on Form 10-Q for the
quarter ended September 30, 1995.
(5) Incorporated by reference from the annual report on Form 10-K for the year
ended December 31, 1995.
(6) Incorporated by reference from the reports on Form 8-K dated May 3, 1996.
(7) Incorporated by reference from the report on Form 8-K dated May 21, 1996.
(8) Incorporated by reference from the registration statement on Form S-1, SEC
File No.333-05583.
(9) Incorporated by reference from the report on Form 8-K dated October 1,
1996.
(10) Incorporated by reference from the annual report on Form 10-KSB for the
year ended December 31, 1996.
(11) Incorporated by reference from the proxy statement respecting the 1997
annual meeting of shareholders.
(12) Incorporated by reference from the quarterly report on Form 10-QSB for the
quarter ended September 30, 1997.
(13) Incorporated by reference from the report on Form 8-K dated August 6, 1997.
(14) Incorporated by reference from the report on Form 8-K dated April 4, 1997.
(15) Incorporated by reference from the annual report on Form 10-KSB for the
year ended December 31, 1997.
(16) Incorporated by reference from the annual report on Form 10-Q for the
quarter ended March 31, 1998, as amended on Form 10-Q/A filed July 15,
1998.
(17) Incorporated by reference from the report on Form 8-K dated March 23, 1998.
(18) Incorporated by reference from the report on Form 8-K dated April 20, 1998.
(19) Incorporated by reference from the report on Form 8-K dated June 2, 1998.
(20) Incorporated by reference from the annual report on Form 10-K for the year
ended December 31, 1999.
(b) REPORTS ON FORM 8-K.
During the quarter ended December 31, 1999, FX Energy filed the following
report on Form 8-K:
DATE OF EVENT REPORTED ITEM(S) REPORTED
---------------------- --------------------
December 31, 1999 Item 5. Other Events
November 12, 1999 Item 5. Other Events
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
In accordance with section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: February 15, 2000. FX ENERGY, INC. (Registrant)
/s/ David N. Pierce
--------------------------------------
David N. Pierce, President and
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the date indicated.
Dated: February 15, 2000
/s/ David N. Pierce
- ---------------------------------
David N. Pierce, Director and
President
(Principal Executive and
Financial Officer)
/s/ Andrew W. Pierce
- ---------------------------------
Andrew W. Pierce, Director, Vice
President (Principal Operations
Officer)
/s/ Jerzy B. Maciolek
- ---------------------------------
Jerzy B. Maciolek, Vice
President International
Exploration and Director
/s/ Thomas B. Lovejoy
- ---------------------------------
Thomas B. Lovejoy, Director,
Chief Financial Officer and Vice
Chairman
/s/ Scott J. Duncan
- ---------------------------------
Scott J. Duncan, Director, Vice
President Investor Relations and
Secretary
/s/ Dennis L. Tatum
- ---------------------------------
Dennis L. Tatum, Director, Vice
President and Treasurer
(Principal Accounting Officer)
/s/ Peter L. Raven
- ---------------------------------
Peter L. Raven, Director
/s/ Jay W. Decker
- ---------------------------------
Jay W. Decker, Director
/s/ Dennis B. Goldstein
- ---------------------------------
Dennis B. Goldstein, Director