SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
COMMISSION FILE NO. 0-09482
COLORADO WYOMING RESERVE COMPANY
(Exact Name of Small Business Issuer as Specified in its Charter)
WYOMING 83-0246080
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
751 HORIZON COURT, SUITE 205 81506
GRAND JUNCTION, COLORADO
(Address of principal executive (Zip Code)
offices)
(970) 255-9995
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes /X/ No / /
There were 10,607,694 shares of the Registrant's $.01 par value common stock
outstanding as of November 6, 2000.
Transitional Small Business Disclosure: Yes / / No /X/
COLORADO WYOMING RESERVE COMPANY
(a Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
September 30, 2000
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ --
Trade accounts receivable 17,495
-----------
17,495
Prepaid expenses 1,500
-----------
Total current assets 18,995
PROPERTY AND EQUIPMENT:
Unproved oil and gas properties 546,997
Other property and equipment 14,914
-----------
561,911
Less accumulated depreciation, other property and
equipment (14,104)
-----------
Net property and equipment 547,807
-----------
Total assets 566,802
===========
CURRENT LIABILITIES:
Trade accounts payable 122,999
Other accrued liabilities 5,077
Related party payables 111,292
-----------
Total current liabilities 239,368
EQUITY
Common Stock, $.01 par value: authorized-
75,000,000 shares; issued and
outstanding-10,607,694 106,077
Additional paid-in capital 5,262,976
Warrants 148,100
Accumulated deficit:
Before entering the development stage (4,441,242)
After entering the development stage (748,477)
-----------
(5,189,719)
-----------
327,434
-----------
Total liabilities and equity $ 566,802
===========
The accompanying notes are an integral part of these financial statements.
2
COLORADO WYOMING RESERVE COMPANY
(a Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Period from
Quarters Ended January 1,
September 30, 1999 to
---------------------------- September 30,
2000 1999 2000
---------------------------- -------------
REVENUES $ -- $ -- $ --
EXPENSES:
Exploration cost 5,623 16,238 138,983
Depreciation, depletion and amortization 219 1,113 5,583
General and administrative 73,955 104,154 568,140
------------ ------------ ------------
Total expenses 79,797 121,505 712,706
------------ ------------ ------------
Operating loss (79,797) (121,505) (712,706)
OTHER INCOME:
Interest income (expense) -- 2,304 (34,540)
Loss on sale of assets -- -- (1,231)
------------ ------------ ------------
Loss before income taxes (79,797) (119,201) (748,477)
Provision for income taxes -- -- --
Net loss $ (79,797) $ (119,201) $ (748,477)
============ ============ ============
Basic and diluted loss per share $ (0.01) $ (0.01)
============ ============
Weighted average common shares outstanding 10,607,694 10,589,161
============ ============
The accompanying notes are an integral part of these financial statements.
3
COLORADO WYOMING RESERVE COMPANY
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED CASH FLOW STATEMENTS
(unaudited)
Period from
Quarters Ended January 1
September 30, 1999 to
----------------------- September 30,
2000 1999 2000
----------------------- -------------
Cash flows from operating activities:
Net loss $ (79,797) $(119,201) $(748,477)
Adjustments to reconcile net loss to net
used in operating activities:
Depletion, depreciation and amortization 219 1,113 5,583
Loss on asset sale -- -- 1,231
Amortization of note payable discount -- -- 35,000
Equity issued as compensation -- -- 21,600
Changes in current assets and liabilities:
Receivables (17,495) (1,904) (46,569)
Payables 77,097 (11,061) 19,120
Prepaids -- -- 1,724
--------- --------- ---------
Net cash (used in) operating activities (19,976) (131,053) (710,788)
Cash flows from investing activities:
Additions to unproved properties -- (7,250) (19,204)
Unproved property cost recovery 15,768 -- 39,768
Asset purchases -- (1,269) (1,269)
Proceeds from asset sale -- -- (2,354)
--------- --------- ---------
Net cash provided by (used in) investing activities 15,768 (8,519) 16,941
Cash flows from financing activities:
Advances from shareholder 4,000 -- 36,200
Sale of common stock -- 87,750 784,456
Repayment of note payable -- -- (130,000)
--------- --------- ---------
Net cash provided by financing activities 4,000 87,750 690,656
--------- --------- ---------
Net (decrease) in cash and equivalents (208) (51,822) (3,191)
Cash and equivalents at beginning of period 208 241,455 3,191
--------- --------- ---------
Cash and equivalents at end of period $ -- $ 189,633 $ --
========= ========= =========
The accompanying notes are an integral part of these financial statements.
4
COLORADO WYOMING RESERVE COMPANY
("CWYR" or the "Company")
NOTES TO FINANCIAL STATEMENTS
(unaudited)
PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
1. INTERIM FINANCIAL STATEMENTS
The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, the accompanying financial statements
reflect all adjustments necessary for a fair presentation.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
Securities and Exchange Commission's rules and regulations. Management
believes the disclosures made are adequate to make the information not
misleading and suggests that these financial statements be read in
conjunction with the Company's June 30, 2000 Form 10-KSB.
2. DEVELOPMENT STAGE ENTERPRISE
The Company has no operating revenues as a result of its December 1998
sale of its producing properties. Accordingly, as of January 1, 1999, the
Company has re-entered the development stage.
As more fully discussed in Note 5, during the quarter ended September 30,
2000 the Company entered into a farmout agreement, the primary purpose of
which is the development of the Company's unproved acreage.
3. COMMITMENTS AND CONTINGENCIES
Effective January 1, 1998, the Company entered into an Agreement for
Administrative Services (the "Trinity Agreement") with Trinity Petroleum
Management LLC, a Colorado limited liability company ("Trinity"). Pursuant
to the terms of the Trinity Agreement, Trinity performs certain management
functions for the Company. Trinity bills for its services on an hourly
basis, receives a flat fee of $1,100 per month and is reimbursed for third
party expenses. The Trinity Agreement is on a month-to-month basis and may
be terminated by either party upon written notice. J. Samuel Butler, a
member of the Board of Directors of the Company, currently serves as
President of Trinity and owns approximately 24 percent of Trinity through
his ownership of Butler Resources, LLC. In connection with certain
additional services provided to the Company by Trinity pursuant to the
Company's merger with Shoreline Resource Company, on January 22, 1998 the
Company issued to Trinity 25,000 restricted shares of Common Stock as well
as an option to purchase up to 100,000 shares of the Company's Common
5
Stock at an exercise price of $1.50 per share, subsequently repriced to
$.10 per share in May 1999.
The Company entered into an employment contract with Mr. Fuerst on October
1, 1996 pursuant to which Mr. Fuerst received a salary of $10,000 per
month and was granted incentive stock options to purchase up to 500,000
shares of the Company's Common Stock at an exercise price of $1.00 per
share (repriced to $.25 per share in May 1999). The contract had an
initial term of three years commencing October 1, 1996 and is renewed
automatically for succeeding periods of one year unless terminated. The
Contract may be terminated by Mr. Fuerst upon 90-days prior written notice
to the Company and by the Company without prior notice to Mr. Fuerst for
cause (as defined in the contract). In May 1999, Mr. Fuerst's salary was
reduced to $5,000 per month pursuant to an amendment to his employment
agreement.
4. LOSS PER SHARE
Basic and diluted earnings per share are the same, as the effect of
warrants and options is antidilutive.
5. FARMOUT AGREEMENT
On September 28, 2000, the Company entered into a Farmout Agreement,
effective as of September 22, 2000, with ST Oil Company, a Nevada
corporation ("ST"), FM Energy, LLC ("FM"), a California limited liability
company and The Shoreline Companies, LLC, a Colorado limited liability
company ("Shoreline") (collectively, the "Farmees"). The Company's Chief
Executive Officer and President and certain directors and stockholders of
the Company are directors, officers and controlling stockholders of ST,
FM, and Shoreline.
Under the Farmout Agreement, the Company has agreed to assign 50% of its
mineral working interests in and to certain oil and gas leases and seismic
options covering approximately 61,000 acres of land located in the Paradox
Basin in San Juan County, Utah, to the Farmees once they have completed,
processed, interpreted and provided the Company with a three-dimensional
seismic survey of up to 50 square miles of land covered by such oil and
gas leases and seismic options (the "Survey"). The Farmees will bear the
entire cost of the Survey, up to a maximum of $1,100,000. The Company is
not obligated to assign any interests unless and until it has received the
Survey in a form reasonably acceptable to it.
The Farmees have agreed to begin work on the Survey as soon as reasonably
practicable and to complete the Survey within 180 days of commencement.
On September 28, 2000, the Farmees deposited $1,000,000 with a managing
agent to fund the Survey.
6
The Farmout Agreement also establishes an area of mutual interest (the
"AMI") for a term of ten years from the effective date of the Farmout
Agreement. If during the ten-year term, any party to the Farmout Agreement
acquires an oil or gas leasehold interest in the AMI, that party must give
all other parties the opportunity to participate.
On September 28, 2000, the Company also entered into a Credit Agreement
("the Credit Agreement") with ST, FM, and Shoreline. The Credit Agreement
establishes a revolving line of credit for the Company in an aggregate
principal amount not to exceed $100,000, which will be decreased by the
amount of any funds privately raised by the Company in excess of $100,000
in the next 12 months. Amounts borrowed under the Credit Agreement bear
interest at the rate of 8 percent per annum. The total balance outstanding
under the Credit Agreement will be due and payable in full on the later of
September 28, 2001, or the date on which the Seismic Acquisition Agreement
between ST, FM, and Shoreline terminates.
The Farmout Agreement and the Credit Agreement reflect the final agreement
of the parties regarding the acquisition by ST, FM, and Shoreline of an
aggregate 50% of the Company's working interests in certain leases and
seismic options in exchange for providing the Company with a seismic
survey of certain acreage covered by such leases and options.
6. RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:
The Financial Accounting Standards Board ("FASB") issued Statements of
Financial Accounting Standards ("SFAS") 133, 137 and 138, all related to
Accounting for Derivative Instruments and Hedging Activities. SFAS 133, as
amended, established new accounting and reporting standards for derivative
instruments and for hedging activities. This statement requires an entity
to establish at the inception of a hedge, the method it will use for
assessing the effectiveness of the hedging derivative and the measurement
approach for determining the ineffective aspect of the hedge. Those
methods must be consistent with the entity's approach to managing risk.
The Company does not currently engage in hedging transactions and, thus,
believes that these statements will have no material effect on its
financial statements.
Effective July 1, 2000 FASB Interpretation No. 44 (the "Interpretation"),
Accounting for Certain Transactions Involving Stock Compensation, became
effective. Pursuant to the Interpretation provisions, the Company's stock option
plan, which had previously been defined as a "fixed plan", became a "variable
plan" as a result of certain option repricings which occurred between December
15, 1998 and June 30, 2000. Variable plans are subject to the recognition of
"mark-to-market" expense. While the Company did not recognize any mark-to-market
expense during the quarter ended September 30, 2000 (since the quoted price for
the Company's shares at September 30, 2000 ($.44) was less than the quoted price
at July 1, 2000 ($.45)), should the share price be higher at the end of a future
quarter than it was at July 1, 2000, the Company would recognize such expense.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
UNCERTAINTY OF FORWARD-LOOKING INFORMATION
This quarterly report on Form 10-QSB includes statements that are not purely
historical and are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ from projected results.
Such statements address activities, events or developments that the Company
expects, believes, projects, intends or anticipates will or may occur, including
such matters as anticipated revenues and consequences of the Company's inability
to raise additional capital. Factors that could cause actual results to differ
materially ("Cautionary Disclosures") include, among others: general economic
conditions, the market price of oil and natural gas, concentration of the
Company's properties in a small area in the Paradox Basin, the timing and
results of the seismic shoot to be conducted under the farmout agreement, the
strength and financial resources of the Company's competitors, climatic
conditions, environmental risks, the results of financing efforts and regulatory
developments. Many of such factors are beyond the Company's ability to control
or predict. All forward-looking statements included or incorporated by reference
in this Form 10-QSB are based on information available to the Company on the
date hereof. Although the Company believes that the assumptions and expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct or that the
Company will take any actions that may presently be planned. All forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Cautionary Disclosures.
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 1998 the Company revised its strategy of seeking to purchase
producing oil and gas properties and, instead, implemented a strategy centered
on exploration. To help implement its new strategy, the Company entered into an
exploration joint venture and a merger agreement. In conjunction with its merger
with Shoreline Resource Company, Inc., the Company obtained its Paradox Basin
acreage.
Pursuant to the joint venture mentioned above, the Company purchased a once
producing field in North Dakota from a financially distressed entity. The
purchase included seven producing wells, a saltwater disposal well and a total
of 1,300 acres. Subsequently, an additional 1,700 developmental acres were
acquired. However, in order to raise cash to meet its short-term obligations,
the Company sold the property during the quarter ended December 31, 1998.
During the quarter ended June 30, 1999, the Company raised approximately
$785,000 ($767,000 net of offering costs) in a private equity sale. The proceeds
allowed the Company to settle all outstanding payables, and provided funds for
recurring administrative costs and the cost of marketing its Paradox Basin
Project. The proceeds, together with an advances totaling $36,200 from the
Company's president, also allowed the Company to meet delay lease rental
obligations
9
(necessary for the Company to maintain ownership of the leases underlying its
Paradox Basin Project) during fiscal 2000 and the first quarter of fiscal 2001.
The Company had no cash at September 30, 2000.
As discussed in Note 5 to the Financial Statements, on September 28, 2000, the
Company entered into a Credit Agreement ("the Credit Agreement") with various
related parties. The Credit Agreement establishes a revolving line of credit for
the Company in an aggregate principal amount not to exceed $100,000, which will
be decreased by the amount of any funds privately raised by the Company in
excess of $100,000 in the next 12 months. Amounts borrowed under the Credit
Agreement bear interest at the rate of 8 percent per annum and will be due no
later than September 28, 2001. As of November 8, 2000, the Company had borrowed
$80,000 of the $100,000 available under the Credit Agreement.
The Company has a negative working capital balance of approximately $222,000 at
September 30, 2000. Accordingly, even after drawing on the funds made available
by The Credit Agreement, the Company will have approximately $122,000 of current
obligations in excess of available cash. Under the farmout agreement, the
Company is obligated to pay its 50% share of all costs associated with
maintaining the Paradox Basin property. Further the Company anticipates no
revenues for fiscal 2001, and any expenses incurred by the Company will
exacerbate its working capital deficit. In order to remedy the existing working
capital deficit and to fund future expenditures, the Company will need to raise
additional capital through a debt or equity financing. If the Company is not
successful in raising additional capital, the Company may have to liquidate on
terms unfavorable to its shareholders.
OPERATIONS. Cash used in operating activities was $19,976 for the quarter ended
September 30, 2000 versus $131,053 for the comparable 1999 period, a decrease of
85 percent. The decrease exclusive of the effect of changes in current assets
and liabilities was 33 percent, such decrease resulting from lower current year
general and administrative and exploration costs.
INVESTING. Pursuant to the terms of the farmout agreement (described in Note 5
to the Financial Statements), during the quarter ended September 30, 2000, the
Company was reimbursed $15,768 by the farmees for half of the delay rentals the
Company had paid on its Paradox Basin property since April 1, 2000. During the
quarter ended September 30, 1999, the Company expended $7,250 on it Paradox
Basin property.
FINANCING. At June 30, 1999 the Company had a subscriptions receivable balance
of $78,500 which was converted to cash during the quarter ended September 30,
2000.
RESULTS OF OPERATIONS
OIL AND GAS OPERATIONS. The Company's producing properties began losing money
during fiscal 1998. For this reason, and due to the Company's lack of liquidity,
all of the Company's producing properties were sold during fiscal 1998 and 1999.
EXPLORATION COSTS. Exploration costs ($5,623 and $16,238 for the quarters ended
September 30, 2000 and 1999, respectively) are comprised exclusively of delay
rentals in each of the periods
9
presented. Delay rental expense decreased during 2000 as a result of the timing
of certain delay rental payments.
GENERAL AND ADMINISTRATIVE EXPENSE. The 29 percent decrease in general and
administrative expense from the quarter ended September 30, 1999 to the quarter
ended September 30, 2000 (from $104,154 to $73,955) is due to lower contract
labor cost offset to some extent by higher legal fees. Additionally, certain
costs associated with the fiscal 1999 audit were incurred during September 1999;
costs associated with the fiscal 2000 audit were not incurred until October
2000.
OTHER. Interest income of $2,304 earned during the quarter ended September 30,
1999 was generated from the investment of the Company's common stock sale
proceeds.
EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statements of Financial
Accounting Standards ("SFAS") 133, 137 and 138, all related to Accounting for
Derivative Instruments and Hedging Activities. SFAS 133, as amended, established
new accounting and reporting standards for derivative instruments and for
hedging activities. This statement requires an entity to establish at the
inception of a hedge, the method it will use for assessing the effectiveness of
the hedging derivative and the measurement approach for determining the
ineffective aspect of the hedge. Those methods must be consistent with the
entity's approach to managing risk.
The Company does not currently engage in hedging transactions and, thus,
believes that these statements will have no material effect on its financial
statements.
Effective July 1, 2000 FASB Interpretation No. 44 (the "Interpretation"),
Accounting for Certain Transactions Involving Stock Compensation, became
effective. Pursuant to the Interpretation provisions, the Company's stock option
plan, which had previously been defined as a "fixed plan", became a "variable
plan" as a result of certain option repricings which occurred between December
15, 1998 and June 30, 2000. Variable plans are subject to the recognition of
"mark-to-market" expense. While the Company did not recognize any mark-to-market
expense during the quarter ended September 30, 2000 (since the quoted price for
the Company's shares at September 30, 2000 ($.44) was less than the quoted price
at July 1, 2000 ($.45)), should the share price be higher at the end of a future
quarter than it was at July 1, 2000, the Company would recognize such expense.
10
PART II
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K.
On September 29, 2000, the Company filed a Form 8-K disclosing its
participation in farmout and credit agreements with ST Oil Company, a
Nevada corporation, FM Energy, LLC, a California limited liability
company, and The Shoreline Companies, LLC, a Colorado limited liability.
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COLORADO WYOMING RESERVE COMPANY
Dated: November 10, 2000 By: /s/ KIM M. FUERST
---------------------------------------
Kim M. Fuerst
President, Chief Executive Officer and
Treasurer
(Principal Executive and Financial
Officer)
12
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27 Financial Data Schedule