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 DECEMBER 31, 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 Identification No.)
incorporation or organization)
751 HORIZON COURT, SUITE 205 81506
GRAND JUNCTION, COLORADO
(Address of principal executive offices) (Zip Code)
(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 / / No /X /
There were 10,607,694 shares of the Registrant's $.01 par value common stock
outstanding as of February 12, 2001.
Transitional Small Business Disclosure: Yes / / No /X /
ITEM 1. FINANCIAL STATEMENTS
COLORADO WYOMING RESERVE COMPANY
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
December 31, 2000
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 2,594
Prepaid expenses 1,500
-----------
Total current assets 4,094
PROPERTY AND EQUIPMENT:
Unproved oil and gas properties 528,923
Other property and equipment 14,914
-----------
543,837
Less accumulated depreciation, other
property and equipment (14,210)
-----------
Net property and equipment 529,627
-----------
Total assets $ 533,721
===========
CURRENT LIABILITIES:
Trade accounts payable $ 106,274
Other accrued liabilities 10,661
Related party payables:
On account 107,215
Notes 99,000
-----------
Total current liabilities 323,150
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 (865,340)
-----------
(5,306,582)
-----------
210,571
-----------
Total liabilities and equity $ 533,721
===========
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)
Three Months Ended Six Months Ended
December 31, December 31, Period from
---------------------------- ---------------------------- January 1, 1999 to
2000 1999 2000 1999 December 31, 2000
---------------------------- ---------------------------- ------------------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES
Exploration cost 19,048 23,177 24,671 39,415 158,031
Depreciation,
depletion and amortization 107 1,254 325 2,367 5,689
General and administrative 99,561 92,926 173,516 197,080 667,701
------------ ------------ ------------ ------------ ------------
Total expenses 118,716 117,357 198,512 238,862 831,421
------------ ------------ ------------ ------------ ------------
Operating loss (118,716) (117,357) (198,512) (238,862) (831,421)
OTHER INCOME (EXPENSE)
Interest income
(expense), net 1,853 1,857 1,852 4,161 (32,688)
Loss on sale of assets -- -- -- -- (1,231)
------------ ------------ ------------ ------------ ------------
Loss before income taxes (116,863) (115,500) (196,660) (234,701) (865,340)
Provision for income taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss $ (116,863) $ (115,500) $ (196,660) $ (234,701) $ (865,340)
============ ============ ============ ============ ============
Basic and diluted loss
per share $ (0.01) $ (0.01) $ (0.02) $ (0.02)
============ ============ ============ ============
Weighted average common
shares outstanding 10,607,694 10,607,694 10,607,694 10,598,377
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
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COLORADO WYOMING RESERVE COMPANY
(A Development Stage Enterprise)
CONSOLIDATED CASH FLOW STATEMENTS
(unaudited)
Six Months Ended Period from
December 31, January 1, 1999 to
2000 1999 December 31, 2000
----------------------- ------------------
Cash flows from operating activities:
Net loss $ 196,660 $(234,701) $(865,340)
Adjustments to reconcile net loss to net used in
operating activities:
Depletion, depreciation and amortization 325 2,367 5,689
Loss (gain) on asset sale -- -- 1,231
Amortization of note payable discount -- -- 35,000
Loss from joint venture investment 18,074 -- 18,074
Equity issued as compensation -- -- 21,600
Changes in current assets and liabilities:
Receivables -- 240 3,126
Payables 65,878 10,504 7,901
Prepaids -- 1,725 1,724
--------- --------- ---------
Net cash (used in) operating activities (112,383) (219,865) (770,995)
Cash flows from investing activities:
Additions to unproved properties -- (7,250) (19,204)
Unproved property cost recovery 15,769 -- 39,769
Asset purchases -- (1,270) (1,269)
Proceeds from asset sale -- -- (2,354)
--------- --------- ---------
Net cash provided by (used in) investing activities 15,769 (8,520) 16,942
Cash flows from financing activities:
Advances from shareholder -- -- --
Sale of common stock -- 87,750 784,456
Notes payable 99,000 -- 99,000
Repayment of note payable -- -- (130,000)
--------- --------- ---------
Net cash provided by financing activities 99,000 87,750 753,456
--------- --------- ---------
Net increase (decrease) in cash and equivalents 2,386 (140,635) (597)
Cash and equivalents at beginning of period 208 241,455 3,191
--------- --------- ---------
Cash and equivalents at end of period $ 2,594 $ 100,820 $ 2,594
========= ========= =========
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 December 31, 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 to conduct a seismic shoot on 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
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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
("the Farmount 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 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.
As of March 7, 2001, the archeological survey (a prerequisite to the
seismic shoot) had been completed and the project had been permitted. It
is anticipated that the seismic shoot will commence in early April 2001.
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On September 28, 2000, the Farmees deposited $1,000,000 with a managing
agent to fund the Survey. Approximately $793,000 remained unspent at
December 31, 2000.
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.
On January 28, 2001, the Credit Agreement was modified to increase the
principal amount to $110,000.
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.
For financial reporting purposes, the Company recognizes 50 percent of
the expenses (primarily exploration costs) incurred by the Joint Venture
(the "Joint Venture") formed by the Farmout Agreement. The Company will
reduce its undeveloped acreage cost by the amount of the Joint Venture
expenses recognized in its financial statements until the Company's cost
basis in the undeveloped acreage has been reduced by 50 percent. Joint
Venture costs recognized by the Company in excess of 50 percent of the
undeveloped acreage cost basis will be credited to additional paid in
capital.
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.
7
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 quarters ended September 30 and
December 31, 2000 (since the quoted prices for the Company's shares at
the end of the respective quarters ($.44 and $.41, respectively) were
less than the quoted price at July 1, 2000 ($.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.
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
8
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 (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.
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 (as amended) establishes a revolving line
of credit for the Company in an aggregate principal amount not to exceed
$110,000, which will be decreased by the amount of any funds privately raised by
the Company in excess of $100,000 in the 12 months ending September 28, 2001.
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
December 31, 2000, the Company had borrowed $99,000 of the then $100,000
available under the Credit Agreement.
The Company has a negative working capital balance of approximately $319,000 at
December 31, 2000. Accordingly, even after drawing on the additional $10,000
made available to it under the Credit Agreement subsequent to quarter end, the
Company will have approximately $309,000 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
or by selling an additional interest in its Paradox Basin property. 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 $112,383 for the six months
ended December 31, 2000 versus $219,865 for the comparable 1999 period, a
decrease of 49 percent. The decrease exclusive of the effect of changes in
current assets and liabilities was 23 percent, such decrease resulting from
lower current year general and administrative and exploration costs.
9
INVESTING. Pursuant to the terms of the farmout agreement (described in Note 5
to the Financial Statements), during the six months ended December 31, 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
six months ended December 31, 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,
1999.
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 are comprised primarily of delay rentals in
each of the periods presented. Delay rental expense decreased during 2000 as a
result of thc Company having entered into the Farmout Agreement during the
quarter ended September 30, 2000. The Farmout Agreement effectively reduces the
Company's delay rental obligations by 50 percent.
For financial reporting purposes, the Company recognizes 50 percent of the
expenses (primarily exploration costs) incurred by the Joint Venture (the "Joint
Venture") formed by the Farmout Agreement. The Company will reduce its
undeveloped acreage cost by the amount of the Joint Venture expenses recognized
in its financial statements until the Company's cost basis in the undeveloped
acreage has been reduced by 50 percent. Joint Venture costs recognized by the
Company in excess of 50 percent of the undeveloped acreage cost basis will be
credited to additional paid in capital.
GENERAL AND ADMINISTRATIVE EXPENSE. The 12 percent decrease in general and
administrative expense from the six months ended December 31, 1999 to the six
months ended December 31, 2000 (from $197,080 to $173,516) is due to lower
contract labor cost offset to some extent by higher legal fees. The 7 percent
increase (from $92,926 to $99,561) in general and administrative expense for the
quarter ended December 31, 2000 when compared to the same quarter in 1999 is due
primarily the fact that the 1999 audit costs were incurred during the quarter
ended September 30, 1999 while the 2000 audit costs were not incurred until the
quarter ended December 31, 2000.
EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statements of Financial
Accounting Standards ("SFAS") 133, 137 and 138, all related to Accounting for
Derivative Instruments and Hedging Activities. SFAS 133, as amended, established
new accounting and reporting standards for derivative instruments and for
hedging activities. This statement requires an entity to establish at the
inception of a hedge, the method it will use for assessing the effectiveness of
the
10
hedging derivative and the measurement approach for determining the
ineffective aspect of the hedge. Those methods must be consistent with the
entity's approach to managing risk.
The Company does not currently engage in hedging transactions and, thus,
believes that these statements will have no material effect on its financial
statements.
Effective July 1, 2000 FASB Interpretation No. 44 (the "Interpretation"),
Accounting for Certain Transactions Involving Stock Compensation, became
effective. Pursuant to the Interpretation provisions, the Company's stock option
plan, which had previously been defined as a "fixed plan", became a "variable
plan" as a result of certain option repricings which occurred between
December 15, 1998 and June 30, 2000. Variable plans are subject to the
recognition of "mark-to-market" expense. While the Company did not recognize any
mark-to-market expense during the quarters ended September 30 and December 31,
2000 (since the quoted prices for the Company's shares at the end of the
respective quarters ($.44 and $.41, respectively) were less than the quoted
price at July 1, 2000 ($.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.
11
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 October 2, 2000, the Company filed a Form 8-K, dated
September 22, 2000, 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.
12
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: March 15, 2001 By: /s/ KIM M. FUERST
-----------------------------------
Kim M. Fuerst
President, Chief Executive Officer
and Treasurer
(Principal Executive and Financial
Officer)
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
14