UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
FORELAND CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 87-0422812
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12596 W. Bayaud Avenue
Suite 300, Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
(303) 988-3122
(Registrant's Telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No[ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
As of May 13, 1997, the Company had outstanding 7,302,087 shares of its
common stock, par value $0.001 per share.
PART I
FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The consolidated condensed financial statements included herein have been
prepared by Foreland Corporation (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. However, in the opinion of management, all adjustments
(which include only normal recurring accruals) necessary to present fairly the
financial position and results of operations for the periods presented have been
made. These consolidated condensed financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-K for the period ended December 31, 1996.
During the quarter ended June 30, 1996, the Company effected, as of June
15, 1996, a 3-for-1 reverse stock split of its common stock, par value $0.001
per share (the "Common Stock"). Unless otherwise indicated, all share and per
share amounts relating to the Common Stock have been adjusted to give effect to
the reverse stock split.
Certain reclassifications have been made to conform the 1996 financial
statements to the presentations of the 1997 financial statements. The
reclassifications had no effect on net income.
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, Dec. 31,
1997 1996
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents...................$ 1,528,169 $ 2,325,079
Accounts receivable - trade................. 489,723 775,039
Inventory................................... 92,390 80,568
Prepaid expenses and other.................. 8,508 18,017
--------- ---------
Total current assets.................. 2,118,790 3,198,703
Property and equipment, at cost:
Oil and gas properties, under
the successful efforts method............ 11,302,580 10,575,655
Other property and equipment................ 357,061 340,476
--------- ---------
11,659,641 10,916,131
Less accumulated depreciation,
amortization, depletion,
and impairment........................... (3,664,294) (3,504,719)
----------- -----------
7,995,347 7,411,412
Other assets................................... 153,174 150,342
--------- ---------
Total assets................................... $10,267,311 $10,760,457
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses....... $ 307,892 $ 479,105
Current maturities of long-term debt........ 5,009 4,844
Oil and gas sales payable................... 73,789 88,175
Officers' salaries payable.................. 292,923 285,721
--------- ---------
Total current liabilities............. 679,613 857,845
Long-term debt................................. 916,931 1,018,247
Stockholders' Equity:
Preferred Stock, $0.001 par value, 5,000,000
shares authorized.
1991 Convertible Preferred Stock, 40,000
and 40,000 shares issued and outstanding,
respectively, liquidation preference
$1.25 per share....................... 40 40
1994 Convertible Preferred Stock, 165,140,
and 165,140 shares issued and outstanding,
respectively, liquidation preference
$2.00 per share....................... 165 165
1995 Convertible Preferred Stock, 613,334,
and 613,334 shares issued and outstanding,
respectively, liquidation preference
$1.50 per share ....................... 613 613
1996 Convertible 6% Preferred Stock, 12.5,
and 12.5 shares issued and outstanding,
respectively, liquidation preference
$1,000 per share plus accrued dividends -- --
1996-4 Convertible 8% Preferred Stock, 255
and 255 shares issued and outstanding,
respectively, liquidation preference of
$10,000 per share plus accrued dividends -- --
Common Stock, $0.001 par value, 50,000,000
shares authorized; 7,283,927 and
7,238,177 shares issued and outstanding,
respectively .......................... 7,284 7,238
Additional paid-in capital.................. 32,650,301 32,629,313
Less note and stock subscriptions receivable (1,112,177) (1,094,237)
Accumulated deficit......................... (22,875,459) (22,658,767)
------------ -----------
Total stockholders' equity............ 8,670,767 8,884,365
--------- ---------
Total liabilities and stockholders' equity..... $10,267,311 $10,760,457
=========== ===========
See accompanying notes to these consolidated financial statements.
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended March 31,
1997 1996
---------- ----
REVENUES:
Oil and gas sales.................... $690,878 $300,694
Operator and well service sales...... 7,284 11,413
Other income, net.................... 2,087 3,600
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Total revenues................. 700,249 315,707
EXPENSES:
Oil and gas production............... 221,057 101,007
Oil and gas exploration.............. 219,611 172,808
Well service costs................... 399 168
Dry hole, abandonment, and
impairment costs ................ 6,096 443,830
General and administrative........... 218,114 128,267
Shareholder / investor services
Other............................. 83,134 8,207
Compensation - below market options.. 16,475
Depreciation, depletion, and
amortization...................... 159,575 225,931
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Total expenses................. 924,461 1,080,216
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Net operating loss..................... (224,212) (764,509)
Other income (expense):
Interest income...................... 34,526 28,580
Interest expense..................... (27,008) (73,644)
---------- ----------
Net loss................................ $(216,694) $(809,573)
Preferred stock dividends
Accrued.............................. (51,188)
Imputed.............................. (130,130)
---------- ----------
Net loss applicable to common
stockholders......................... $(404,012) $(809,573)
========== ===========
Net loss per common share............... $ (0.06) $ (0.17)
========== ==========
Weighted average number of common
shares outstanding................... 7,249,200 4,888,800
========== ==========
See accompanying notes to these consolidated financial statements.
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
----------------------------
1997 1996
----------- -----------
Cash flow from operating activities:
Net loss....................................... $(216,694) $(809,573)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation, depletion, and amortization...... 159,575 225,931
Dry hole, abandonment and impairment costs..... 6,096 443,830
Accrued note receivable interest income........ (17,941) (24,888)
Amortization of loan origination fee........... 987 18,438
Compensation - below market options............ 16,475 --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable...................... 285,317 141,631
Advances to officer...................... (516) 84
Inventory................................ (11,823) 22,818
Prepaids and other....................... 6,207 (55,903)
Increase (decrease) in:
Accounts payable......................... (185,435) 216,807
Salaries payable......................... 7,203 9,429
----------- -----------
Net cash provided by operating
activities.......................... 49,451 188,604
Cash flows from investing activities:
Proceeds from sale of marketable securities.... -- 1,695
Purchase of marketable securities.............. -- (200,000)
Additions to oil and gas properties............ (728,460) (228,437)
Purchase of other property..................... (16,585) (212)
----------- -----------
Net cash (used in) provided by
investing activities................ (745,045) (426,954)
Cash flows from financing activities:
Proceeds from sale of stock, net............... -- 472,350
Receipt of note receivable for stock........... -- 3,600
Repayment of long-term debt.................... (101,316) (999)
----------- -----------
Net cash provided by
financing activities................ (101,316) 474,951
----------- -----------
Increase (decrease) in cash and
cash equivalents............................... (796,910) 236,601
Cash and cash equivalents, beginning of period.... 2,325,079 30,490
----------- -----------
Cash and cash equivalents, end of period.......... $1,528,169 $ 267,091
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest......................... $ 19,805 $ 57,321
=========== ===========
See accompanying notes to these consolidated financial statements.
FORELAND CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. OIL AND GAS PROPERTIES:
With the Company's continuous leasing program since 1986, it has
established what management believes is one of the best property positions in
Nevada. The Company's leasing programs is coordinated with prospect generation
and exploration results. As areas of interest are identified, the Company
attempts to acquire leases or other exploration rights on what preliminarily
appears to be the most promising prospect areas in order to establish a
preemptive lease position prior to generating a specific drilling prospect. As
specific prospect evaluation advances, the Company may seek leases on additional
areas or relinquish leases on areas that appear less promising, thereby reducing
leasehold cost. The Company currently has approximately 184,000 gross acres
under lease.
2. ISSUANCE OF SECURITIES, COMMON STOCK OPTIONS, AND PURCHASE WARRANTS:
During the first quarter of 1997, the Company issued 44,750 shares of
Common Stock to an unaffiliated individual for his fees in placing $4,475,000 of
the 1996 preferred stock offerings.
In March 1997, the Company issued 1,000 shares of Common Stock to two land
lessors (500 each), together with cash, as consideration for two oil and gas
leases.
The Company accrued $51,188 for dividends payable for 12.5 shares of 1996
Preferred Stock during the first quarter of 1997, and 255 shares of its 1996-4
Preferred Stock.
On March 20, 1997, 15% of the 1996-4 Preferred Stock became convertible
into Common Stock, at a rate subject to adjustment based on the trading price of
the Common Stock at the time of conversion plus an accretion of 8% per annum.
During the first quarter of 1997, however, none of the 1996-4 Preferred Stock
was converted into shares of Common Stock.
The 1996 and 1996-4 Preferred Stock are convertible into Common Stock
pursuant to a formula that provides a minimum discount of 10% to 25% of the
market price of the Common Stock. In substance, this discount represents a
dividend to the preferred holders. This dividend is recognized in the Company's
statement of operations over the period from the issuance date to the earliest
date when each series of Preferred Stock is convertible. During the first
quarter of 1997, the Company recognized imputed dividends of $130,000 as 15% of
the 1996-4 Preferred Stock became convertible.
3. LONG TERM DEBT:
During the first quarter of 1997, the Company, made payments totaling
$100,000 for repayment of it line of credit (credit agreement) at Colorado
National Bank (CNB), Denver, Colorado. In November, 1996, the Company
established this line of credit for a total of $10,000,000, with the commitment
amount (the maximum amount that can be outstanding at any one time) determined
twice yearly by the bank based on its analysis of the Company's cash flows and
proved producing reserves. CNB's initial commitment amount was for $2,000,000,
of which $1,000,000 was borrowed in 1996. Based on the current amount of the
loan outstanding, the Company will be required to make principal reduction
payments of $100,000 per quarter, commencing July 1, 1999, through December 31,
1999, $75,000 per quarter, commencing January 1, 2000, through December 31,
2000, and $50,000 thereafter until maturity. Required payments may vary
depending on whether additional amounts are drawn on the credit facility. This
credit agreement is secured by the Company's oil producing properties.
4. RELATED PARTY TRANSACTIONS:
The Company owed $292,923 in salaries and interest to a current officer and
director, and a former officer and director, at March 31, 1997. The Company
also had outstanding loans to the same individuals in the amount of $274,974 as
of such date.
During September, 1994, outstanding options were exercised to purchase
Common Stock as follows: Grant Steele, N. Thomas Steele, and Kenneth L. Ransom,
$300,000 each; and Bruce C. Decker and Dennis Gustafson, $56,250 each. The
options were exercised by delivery of promissory notes from each individual.
Pursuant to the terms of the promissory notes, installment payments were due in
September 1995, 1996, and 1997. Prior to the second installment payment due
September 1996, Grant Steele, N. Thomas Steele, Kenneth L. Ransom and Bruce C.
Decker executed employment agreements with the Company. Pursuant to the terms
of those employment agreements, the second and third installments due under the
promissory notes delivered in September 1994 were each deferred for one year to
September 1997 and September 1998.
5. INCOME TAXES:
The Company adopted the liability method of accounting for income taxes as
prescribed by Statement of Financial Accounting Standards No. 109 (SFAS 109)
effective January 1993. Financial statements of prior years have not been
restated to apply the new method retroactively. The change in accounting method
had no effect on the net loss for 1993 or prior years.
The Company has had no taxable income under federal and state tax laws due
to operating losses since its inception; therefore, no provision for income
taxes has been made. At December 31, 1996, the Company has unused net operating
loss carry-forwards of approximately $28,500,000. This carryforward expires in
varying amounts from 1999 to 2011.
6. SUBSEQUENT EVENTS:
On May 12, 1997, the Company announced the Ghost Ranch no. 47-35 well had
tested at a rate of 182 barrels of oil and 242 barrels of water per day during a
24 hour flow test. This is the third producing well drilled by the company in
the Ghost Ranch field. The Company is currently attempting to increase the oil
production and to decrease water production from this well.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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Caution Respecting Forward-Looking Information
This report contains certain forward-looking statements and information
relating to the Company that are based on the Beliefs of management as well as
assumptions made by and information currently available to management. When
used in the document, the words "anticipate," "believe," "estimate," "expect,"
and "intend" and similar expressions, as they relate to the Company or its
management, are intended to identify forward-looking statements. Such
statements reflect the current view of the Company respecting future events and
are subject to certain risks, uncertainties, and assumptions, including the
risks and uncertainties noted. Should one or more of these risk or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated expected or intended.
Overview
This discussion should be read in conjunction with Management's Discussion
and Analysis of Financial Conditions and Results of Operations in the Company's
annual report on Form 10-K for the year ended December 31, 1996.
Foreland Corporation was organized in June 1985 to advance an exploration
project in the Great Basin and Range geologic province in Nevada that had been
initiated by Gulf Oil Corporation. To date, the Company has funded its
exploration program principally from the sale of its equity securities. The
Company also benefits from capital provided by oil industry participants for
drilling and other exploration of certain oil prospects through joint
arrangements typical in the oil industry.
Liquidity and Capital Resources
The Company's operations during the first three months of 1997 provided
cash of $49,500 when the Company reported a net loss from operations of
$216,700, which resulted in part to non-cash charges against the Company's
revenues, including $159,600 in depreciation, depletion, and amortization and
$16,500 in compensation in below market options. Changes in current assets and
current liabilities also contributed $100,900 in cash. Operating activities
provided approximately $139,200 less cash than the corresponding period in 1996.
During the first quarter of 1997, investing activities used net cash of
$745,000 due to $728,500 in additions to oil and gas properties and $16,600 for
the purchase of other long term assets. The cash required for investing
activities was provided from operations and existing cash. During the
corresponding period in 1996, investing activities used net cash of $427,000,
consisting of $228,600 for additions to oil and gas properties, and a net of
$198,300 from the sale and acquisition of marketable securities.
Financing activities used $101,300 during the first quarter of 1997,
consisting entirely of repayment of long-term debt. During the corresponding
period in 1996, the Company received a net of $475,000 in cash from the sale of
equity securities, receipt of payment on notes receivable, and payment of long-
term debt.
The Company requires cash for general and administrative expenses, for
maintaining its properties, and for other items that are required in order for
the Company to continue, as distinguished from costs to advance its ongoing
exploration program in Nevada. Based on April 1997 production levels and
prices, the Company estimates that it is able to meet fixed and recurring
operating costs from existing production. However, there can be no assurance
that production levels will not decline or that current prices for oil will not
decline, in which case the Company would use existing funds for operating
deficiencies. Any improved operating margins resulting from increased
production from the Eagle Springs field and the Ghost Ranch field and reduced
operating expenses or price increases would benefit the Company; however, there
can be no assurance that Eagle Springs and Ghost Ranch development will continue
to result in material additional production The current working capital surplus
should fund the Company's current drilling program for the remainder of 1997.
Should the Company accelerate its drilling program it would be required to seek
funds from external sources, including the credit agreement with CNB. There can
be no assurance that the Company would be able to obtain funds from other
sources.
As of March 31, 1997, the Company had a working capital surplus of
$1,429,200 as compared to a deficit of $2,130,982 for the same period in 1996.
Results of Operations
Three Months Ended March 31, 1997 and 1996
For the first quarter period ending March 31, 1997, oil sales increased
129.8% to $690,900 as compared to $300,700 in the same period in 1996, with the
Eagles Springs field contributing approximately $187,700, primarily as a result
of the purchase of Plains Petroleum's interest in the Eagle Springs field, and
the Ghost Ranch field contributing $192,400 to such increase. This increase in
the first quarter of 1997 was the result of both a 20.7% increase in barrels
produced, and a 14.1% increase in price as compared to the same period in 1996.
Well service and well operator income decreased $4,100 for the first quarter of
1997, when compared to the same period in 1996; as a result of a decrease of
$7,600 in operator income and an increase of $3,500 in well service revenue due
Ghost Ranch and third party water disposal fees. Other income decreased $1,500
as a result of reduction of the sale of scrap oil field parts.
The Company's production expenses for the first quarter 1997 increased
$120,100, or 118.9% to $221,100, with the Eagle Springs field production
expenses increasing $60,900, of which approximately $52,000 related to the 40%
interest purchased from Plains Petroleum, and an increase of $59,200 in
production expenses associated with the Ghost Ranch field.
Oil and gas exploration expenses increased $46,800, or 27.1% to $219,600
for the first quarter of 1997 when compared to the same period in 1996. This is
primarily due to increased personnel cost of approximately $68,300, increased
lease rental cost of $21,400 and decreased geological and geophysical cost of
$58,600, such decrease attributable to a $75,000 payment received from
Hugoton/Maxwell as a result of its election not to complete a 3D seismic study.
Dry hole, abandonment, and impairment costs were $6,100 for the first quarter
ended March 31, 1997, consisting of costs received during the first quarter of
1997 but associated with the Pine no. 1-7 well that was plugged in the fourth
quarter of 1996. This is a decrease of $437,700 when compared to the same
period in 1996. The majority of the first quarter 1996 cost was associated with
the impairment of the undepleted book value of the North Willow no. 6-27 well as
required by the Financing Accounting Standards Board in their new statement
titled "Accounting for Long-Lived Assets".
General and administrative expenses increased $89,800 to $218,100 for the
three-month period ended March 31, 1997, when compared to the same period in
1996. The primary contributors are increases in professional fees of $51,600
associated with audit, accounting and legal fees, which increased primarily as a
result of costs associated with the acquisition of the purchase of Plains
Petroleum's 40% interest and additional reporting requirements of FAS 123, and
an increase of $37,400 in personnel expenses. Shareholder and investor services
increased $74,900 due to financial public relations information dissemination
within the investment community and additional communications to the Company's
shareholders. Depreciation, depletion, and amortization decreased for the
three-month period ended March 31, 1997, by $66,400 to $159,600 when compared to
the same period in 1996. Increased Company reserves resulted in a lower
percentage used in the depletion calculations applied to the remaining
undepleted cost of the oil producing properties.
Interest income increased $5,900 to $34,500 for the three-month period
ended March 31, 1997, when compared to the same period in 1996, primarily as a
result of cash being invested in short-term liquid assets. Interest expense
decreased $46,600 for the three-month period ended March 31, 1997 when compared
to the same period in 1996. This is primarily due to decrease in interest and
amortization of loan origination fees associated with the $400,000 note payable
which was due in April, 1996, and a reduction of interest charges on late
payments of vendor invoices.
Accounting Treatment of Certain Capitalized Costs
The Company follows the "successful efforts" method of accounting for
oil and gas producing activities. Costs to acquire mineral interests in oil and
gas properties, to drill and equip exploratory wells that find proved reserves,
and to drill and equip development wells are capitalized. Costs to drill wells
that do not find proved reserves, geological and geophysical costs, and costs of
carrying and retaining unproved properties are expensed.
Included in oil and gas properties on the Company's balance sheets are
costs of wells in progress. Such costs are capitalized until a decision is made
to plug and abandon or, if the well is still being evaluated, until one year
after reaching total depth, at which time such costs are charged to expense,
even though the well may subsequently be placed into production.
During 1996 the Company was required to adopt a new accounting policy that
requires it to assess the carrying cost of long-lived assets whenever events or
changes of circumstances indicate that the carrying value of long lived assets
may not be recoverable. When as assessment for impairment of oil and gas
properties is performed, the Company is required to compare the net carrying
value of proved oil and gas properties on a lease by lease basis (the lowest
level at which cash flows can be determined on a consistent basis) to the
related estimates of undiscounted future net cash flows for such properties. If
the carrying value exceeds the net cash flows, then impairment is recognized to
reduce the carrying value to the estimated fair value. As a result of the
foregoing policy, the Company expects that from time to time capitalized costs
will be charged to expense based on management's evaluation of specific wells or
properties or the disposition, through sales or conveyances of fractional
interests in connection with industry sharing arrangements, of property
interests.
As part of the Company's evaluation of its oil and gas reserves in
connection with the preparation of the Company's annual financial statements,
the Company completes an engineering evaluation of its properties based on
current engineering information, oil and gas prices, and production costs, which
may result in material changes in the total undiscounted net present value of
the Company's oil and gas reserves and may, therefore, result in an impairment
allowance as discussed above.
Operating Costs
Overall operating costs are a combination of costs associated with each
well and costs associated with operation of the entire field. As additional
wells are added to the production system, the field operating costs will be
spread among additional wells, lowering the impact of such costs on each well
and per barrel produced. Because of the foregoing, the Company expects that
production costs per barrel will continue to be higher than industry standards,
unless and until the amount of production increases sufficiently to obtain
economies of scale and dilute the impact of high fixed operating costs. In
addition, operating costs may continue to vary materially due to the costs of
ongoing treatment or reworking of existing wells and other factors.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits.
--------
None.
(b) Reports on Form 8-K.
-------------------
(b) Reports on Form 8-K.
During the quarter ended March 31, 1997, the Company filed the following
reports on Form 8-K
Date of Event Reported Item Reported
- ------------------------ --------------------
January 13, 1997 Item 5. Other Events
January 22, 1997 Item 5. Other Events
February 20, 1997 Item 5. Other Events
March 18, 1997 Item 5. Other Events
May 2, 1997 Item 5. Other Events
May 12, 1997 Item 5. Other Events
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FORELAND CORPORATION
(Registrant)
Dated: May 14, 1997 By: /s/ N. Thomas Steele
President
Dated: May 14, 1997 By:/s/ Don W. Treece
Controller
(Chief Financial Officer)