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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
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
GRAND JUNCTION, COLORADO 81506
(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 2,491,694 shares of the Registrant's $.01 par value common stock
outstanding as of May 20, 1999.
Transitional Small Business Disclosure Yes |_| No |X|
COLORADO WYOMING RESERVE COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, JUNE 30,
1999 1998
----------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 948 $ --
Trade accounts receivable 4,972 3,593
----------- -----------
5,920 3,593
Assets held for sale -- 10,000
Prepaid expenses 10,047 5,686
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Total current assets 15,967 19,279
PROPERTY AND EQUIPMENT:
Unproved oil and gas properties 568,790 653,250
Proved oil and gas properties -- 64,460
Other property and equipment 11,290 13,645
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580,080 731,355
Less accumulated depreciation, other property
and equipment (9,590) (6,383)
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Net property and equipment 570,492 724,972
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$ 586,459 $ 744,251
=========== ===========
CURRENT LIABILITIES:
Trade accounts payable $ 150,691 $ 67,017
Bank overdrafts -- 19,444
Notes payable, 6% per annum, maturity date
of May 17, 1999 130,000 --
Other accrued liabilities 4,220 30,067
Property remediation -- 64,000
Related party payables 173,694 46,596
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459,105 227,124
EQUITY
Common stock, $.01 par value: authorized --
75,000,000 shares; issued and outstanding --
2,491,694 and 2,467,694 shares at March 31, 1999
and June 30, 1998, respectively 24,917 24,677
Additional paid-in capital 4,538,080 4,283,320
Warrants 148,100 --
Accumulated deficit (4,583,743) (3,790,870)
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127,354 517,127
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$ 586,459 $ 744,251
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The accompanying notes are an integral part of these financial statements
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COLORADO WYOMING RESERVE COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
-------------------------- ---------------------------
1999 1998 1999 1998
-------------------------- ---------------------------
Revenues
Oil and gas sales $ -- $ 4,796 $ 9,340 $ 26,890
----------- ----------- ----------- ------------
Total Revenues -- 4,796 9,340 26,890
Expenses
Operation of producing properties -- 3,024 17,302 19,290
Production taxes -- 1,939 533 3,501
Exploration cost 23,589 -- 45,710 --
Impairment expense -- 41,212 -- 41,212
Depreciation, depletion and
amortization 1,069 (1,010) 3,207 2,893
General and administrative 80,942 762,047 571,319 1,196,719
----------- ----------- ----------- ------------
Total expenses 105,600 807,212 638,071 1,263,615
----------- ----------- ----------- ------------
Operating loss (105,600) (802,416) (628,731) (1,236,725)
OTHER INCOME (EXPENSE)
Interest expense (36,901) -- (152,313) --
Interest income -- 3,031 -- 18,753
(Loss) gain on sale of assets -- 6,809 (11,829) 14,491
----------- ----------- ----------- ------------
Loss before income taxes (142,501) (792,576) (792,873) (1,203,481)
=========== =========== =========== ============
Provision for income taxes -- -- -- --
----------- ----------- ----------- ------------
Net loss $ (142,501) $ (792,576) $ (792,873) $ (1,203,481)
=========== =========== =========== ============
Basic and diluted loss per share $ (0.06) $ (0.37) $ (0.32) $ (0.68)
=========== =========== =========== ============
Weighted average common 2,491,694 2,134,348 2,490,454 1,772,209
shares outstanding
=========== =========== =========== ============
The accompanying notes are an integral part of these financial statements.
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COLORADO WYOMING RESERVE COMPANY
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
NINE MONTHS ENDED
MARCH 31,
----------------------------
1999 1998
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Cash flows from operating activities:
Net loss $ (792,873) $(1,203,481)
Adjustments to reconcile net loss to net used in
operating activities:
Depletion, depreciation and amortization 3,207 2,893
Loss (gain) on asset sale 11,829 (14,491)
Impairment expense -- 41,212
Amortization of note payable discount 148,000 --
Equity issued as compensation 231,000 792,500
Other non-cash compensation 50,000 --
Changes in current assets and liabilities:
Receivables (1,378) (6,627)
Payables 165,981 8,258
Prepaids (4,360) (2,803)
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Net cash used in operating activities (188,594) (382,539)
Cash flows from investing activities:
Additions to unproved properties (28,473) (304,423)
Asset purchases -- (2,300)
Proceeds from asset sales 63,915 51,491
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Net cash provided by (used in) investing activities 35,442 (255,232)
Cash flows from financing activities:
Notes payable 57,692 --
Sale of warrants 72,408 --
Sale of common stock 24,000 --
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Net cash provided by financing activities 154,100 --
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Net increase (decrease) in cash and equivalents 948 (637,771)
Cash and equivalents at beginning of period -- 748,459
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Cash and equivalents at end of period $ 948 $ 110,688
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Supplemental schedule of non-cash investing and financing activities:
During fiscal 1998, the Company issued 25,000 shares of restricted common stock
to Trinity Petroleum Management LLC for services rendered. Pursuant to the terms
of a merger agreement, the Company issued 797,618 shares in exchange for all of
the outstanding stock of Shoreline Resources Company, Inc.
The accompanying notes are an integral part of these financial statements.
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COLORADO WYOMING RESERVE COMPANY
("CWYR" or the "Company")
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
PERIODS ENDED MARCH 31, 1999 AND 1998 AND JUNE 30, 1998
(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, 1998
Form 10-KSB.
(2) PRIVATE FINANCING TRANSACTION
On September 2, 1998, the Company completed a financing transaction with the
James E. Moore Revocable Trust, u/d/t/dated July 28, 1994 (the "Trust"), by
executing a Loan Agreement, dated as of August 25, 1998 (the "Loan Agreement"),
pursuant to which the Trust loaned $120,000 (the "Bridge Loan") to the Company
to be repaid on or before October 31, 1998. In return for the Bridge Loan, the
Company granted the Trust a security interest in its properties located in the
Paradox Basin of southern Utah and a ten-year warrant to purchase up to 180,000
shares of the Company's Common Stock at an exercise price of $1.00 per share. In
addition, Mr. Rafiq A. Sayed was appointed to serve on the Company's Board of
Directors as a designee of the Trust in connection with the Bridge Loan. As of
September 2, 1998, the Trust beneficially owned approximately 9.4 percent of the
Company's Common Stock. However, effective as of November 23, 1998, the Trust
conveyed warrants to purchase up to 150,000 shares of the Company's Common Stock
to various third parties in private transactions, thereby reducing the Trust's
beneficial ownership in the Company to approximately four percent. The repayment
date of the Bridge Loan was subsequently extended to November 30, 1998 in
connection with the North Dakota Agreement (as defined and described in Note 4).
On December 4, 1998, the Trust agreed to extend the repayment date for the
Bridge Loan from November 30, 1998 to January 15, 1999 (the "Second Loan
Extension"). As partial consideration therefore, the Trust received an
additional warrant for the purchase of up to 100,000 shares of Common Stock at a
price per share of the lower of (i) $1.00 or (ii) the lowest price per share of
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Common Stock or Common Stock equivalent issued by the Company in any offering of
its securities occurring prior to April 1, 1999. As additional consideration for
the Second Loan Extension, the Company agreed (a) to reprice the warrants to
purchase 180,000 shares of Common Stock previously granted to the Trust at $1.00
in accordance with the price described above for the newly-granted warrants;
(b) to reprice certain other options held by a key consultant to the Company
from $1.75 to $1.00 per share; and to appoint Dr. S.M. Aslam Daud as a member of
the Board of Directors.
Effective December 30, 1998, the principal amount of the Bridge Loan was
increased by $10,000 to $130,000 in exchange for a cash payment to the Company
to enable it to meet certain lease rental obligations due January 1, 1999. At
the same time, the repayment due date of January 15, 1999 was further extended
to February 15, 1999 (the "Third Loan Extension") and as consideration therefor,
the Company agreed to issue to the Trust an additional warrant to purchase
50,000 shares of the Company's Common Stock under the same terms and conditions
applicable to the previously-issued warrant, and to extend the expiration of the
warrant exercise price adjustment mechanism for all warrants issued in
connection with the Bridge Loan, from April 1, 1999 to July 1, 1999.
During the quarter ended March 31, 1999, the Bridge Loan repayment date was
extended twice to accommodate a delay in closing the Company's private financing
transaction. Since March 31, 1999, the Company has received three additional
note repayment extension dates to April 30, May 17 and May 28, 1999.
(3) COMMITMENTS, CONTINGENCIES AND RELATED PARTY TRANSACTIONS
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 for a fee of $3,000 per month and reimbursement of
certain Trinity hourly personnel charges and third party expenses. The Trinity
Agreement is for a term of one year, continuing thereafter on a month-to-month
basis, terminable upon 60 days written notice by either party. 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 Agreement, 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 Stock at an
exercise price of $1.50 per share.
Effective as of January 1, 1998, the Company entered into an Agreement for
Consulting Services (the "SCI Agreement") with Sayed Consulting, Inc., a Nevada
corporation ("SCI"). Pursuant to the terms of the SCI Agreement, SCI performs
certain investor and public relations functions for the Company for a fee of
$1,000 per month and reimbursement of third party expenses. The SCI Agreement is
for a term of one year, but may be terminated by either party with or without
cause upon 30 days written notice to the other party. On January 30, 1998 in
connection with the SCI
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Agreement, the Company issued to SCI an option to purchase up to 200,000 shares
of the Company's Common Stock at an exercise price of $1.75 per share, which
options have been repriced as of December 4, 1998 to $1.00 per share pursuant to
the Bridge Loan Extension described above. Coupled with its prior ownership of
the Company's Common Stock, SCI beneficially owns approximately 11.1 percent of
the Company. Waseem A. Sayed owns 100 percent of SCI and serves as its
President. Mr. Sayed's brother, Rafiq A. Sayed, was appointed as a member of the
Company's Board of Directors effective September 4, 1998. Dr. Syed A. Daud, a
recently-appointed member of the Board of Directors, serves as Vice President of
Investor Relations & Communications for SCI.
The Company entered into a Contract Operator Agreement and Operating Agreement,
effective March 13, 1998, with ST Oil Company, a Nevada corporation ("ST"),
pursuant to which ST serves as managing agent and attorney-in-fact for the
Company and as operator of record of the Companies properties located in North
Dakota (the "ST Agreement"). In return for its services, ST is entitled to
receive, at payout, a five percent working interest in the leases and wells. Mr.
Butler owns approximately 52 percent of ST and serves as its President and Chief
Executive Officer. Effective November 1, 1998, however, the ST Agreement was
assigned by the Company to FM Energy, LLC in connection with the North Dakota
Agreement. See Note 4.
The Company entered into an employment contract with Mr. Fuerst on October 1,
1996 pursuant to which Mr. Fuerst receives 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. The contract is
for an initial term of three years commencing October 1, 1996 and 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, if for Cause (as defined in
the contract). The Company's salary obligation to Mr. Fuerst of $10,000 per
month for the months of June through October 1998 was extinguished in connection
with the purchase by FM Energy, LLC (of which Mr. Fuerst owns 50 percent and
serves as co-manager) of the Company's properties located in North Dakota. The
satisfaction of the Company's salary obligation for such months served as
partial consideration for the purchase.
(4) SALE OF NORTH DAKOTA PROPERTY
Effective as of November 1, 1998, the Company accepted an Offer to Purchase
certain of its properties located in North Dakota (the "North Dakota Agreement")
submitted by FM Energy, LLC ("FM"), a California limited liability company
collectively owned by the Company's President, Kim M. Fuerst, and the Trust.
Pursuant to the North Dakota Agreement, the Company sold its interest in certain
properties located in North Dakota in return for: (a) a cash payment to the
Company of $50,000; (b) extinguishment of the Company's $50,000 obligation to
Kim M. Fuerst as compensation for his services as President of the Company for
the months of June through October 1998; and (c) an extension of the repayment
date for the Bridge Loan from October 31, 1998 to November 30, 1998. The Company
acquired the North Dakota properties during fiscal 1998 for $113,392. See Item 2
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
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(5) LOSS PER SHARE
Basic and diluted earnings per share are the same, as the effect of warrants and
options is antidilutive.
(6) RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standard ("SFAS") No. 130, REPORTING COMPREHENSIVE INCOME, in June
1997. This statement, which is effective for fiscal years beginning after
December 15, 1997, establishes standards for reporting of comprehensive income
and its components. The Company adopted this statement effective July 1, 1998.
The adoption had no impact on the financial statements.
FASB also issued SFAS No. 131, SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, in June 1997. This statement, which is effective for fiscal years
beginning after December 15, 1997, establishes standards for the way the public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. The Company's business is conducted in a single operating segment.
In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, was issued. SFAS No. 133 establishes 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. SFAS No.
133 is effective for all fiscal quarters of fiscal years beginning after June
15, 1999. The Company believes that this statement will have no material effect
on the Company's financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, CWYR had a cash balance of under $1,000. The Company
currently has no revenues and continues to incur obligations related to certain
general and administrative expense items.
The Company is currently attempting to raise capital through a private placement
of its common stock. Continued development of the Company's only significant
asset, the Paradox Basin Project (see below), is dependent on the success of the
Company's private offering. Since the Company has negative operating cash flow,
the capital raised must be sufficient to cover day-to-day operations as well as
development of the Paradox Basin Project. Failure to raise the capital could
lead to liquidation of CWYR's assets on terms unfavorable to the Company, and
there can be no assurance that the Company will be successful in its
capital-raising efforts.
During the fiscal year ended June 30, 1997, the Company pursued a strategy of
identifying and acquiring Rocky Mountain natural gas producing properties with
development potential. However, relatively high Rocky Mountain natural gas
prices together with perceptions of a strong future pricing environment, created
a situation that precluded the Company from consummating a producing property
purchase on terms that would allow for an adequate return on the Company's
capital.
Given the preceding, during fiscal 1998 the Company revised its strategy and
entered into an exploration joint venture and a merger agreement. In conjunction
with the merger agreement, the Company amassed a block of exploratory acreage in
the Paradox Basin (Utah). To date, the Company has acquired a total of
approximately 53,000 acres and, subject to financing, could acquire additional
acreage. The project will require 3-D seismic surveys in order to determine if
the acreage is likely to contain hydrocarbons and whether drilling will be
economically feasible. Initially, a 26-square mile seismic shoot would be
conducted. CWYR has undertaken discussions with several seismic companies in an
effort to arrange a financing plan that would provide for the Company's
financial obligation to be conditioned upon successful identification and
definition of a well site(s). Management anticipates that the Company would have
complete access to (although not ownership of) the seismic data.
Pursuant to the joint venture mentioned in the preceding paragraph, 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 have been acquired. However, in order to raise cash for its short term
obligations, the Company sold the property during the quarter ended December 31,
1998.
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OPERATIONS. Cash used in operating activities during the nine months ended
March 31, 1999 was approximately half that used during the nine months ended
March 31, 1998. The decrease reflects the contraction in Company activities
brought upon by its lack of liquidity.
INVESTING. In order to raise cash, the Company was a net seller of properties
during the nine months ended March 31, 1999. During fiscal 1998, the cost of the
Company's Paradox Basin undeveloped acreage exceeded the proceeds from its
producing property sales.
FINANCING. During the nine months ended March 31, 1999, the Company sold 24,000
shares of its common stock at $1 per share and, as described in Note 2 to the
Consolidated Financial Statements, entered into a financing arrangement
resulting in the receipt of $130,000 cash.
RESULTS OF OPERATIONS
OIL AND GAS OPERATIONS. The Company's producing properties were only marginally
profitable in the higher price environment existing during the nine months ended
March 31, 1998. As prices fell during 1998, the properties began operating at a
loss. For this reason, and due to the Company's lack of liquidity, all of the
Company's remaining producing properties were sold during the six months ended
December 31, 1998.
EXPLORATION COSTS. Exploration costs incurred during the nine months ended
March 31, 1999 represent costs incurred in conjunction with CWYR's Paradox Basin
property. The Company acquired a substantial block of Paradox Basin acreage
during the quarter ended March 31, 1998 but did not begin incurring exploration
costs until the subsequent quarter.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense included
noncash charges for equity issued as compensation of $231,000 and $792,000
during the nine months ended March 31, 1999 and 1998, respectively. For the
respective quarters ended March 31, 1999 and 1998 the figures were nil and
$633,500. General and administrative expense exclusive of the noncash
compensation expense decreased during fiscal 1999 versus fiscal 1998 as the
Company sought to conserve its limited cash by making significant cuts in its
administrative activities.
OTHER. Interest expense during the nine months ended March 31, 1999 consisted of
accrued interest on the note payable described in Note 2 to the Consolidated
Financial Statements of approximately $4,300 and amortization of the note
payable discount resulting from the issuance of warrants with the note of
$148,000. The Company had no debt during the nine months ended March 31, 1998.
Interest income realized during fiscal 1998 derived from the investment of
excess cash. No excess cash was available during the nine months ended March 31,
1999.
YEAR 2000. The Company does not anticipate incurring any costs associated with
modifying its computer system to be Year 2000 compatible. The initial design of
the system used to process the Company's accounting data and well operations
information incorporated Year 2000 capability. The Company currently has no
electronic data processing systems other than the accounting and well operations
system.
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Since the Company currently has no significant field operations it has no
material relationships with third parties. Accordingly, the Company has limited
exposure regarding Year 2000 issues related to third party companies.
EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 130, REPORTING COMPREHENSIVE INCOME, in June 1997. This
statement, which is effective for fiscal years beginning after December 15,
1997, establishes standards for reporting of comprehensive income and its
components. The Company adopted this statement effective July 1, 1998. The
adoption had no impact on the financial statements.
The FASB also issued SFAS No. 131, SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, in June 1997. This statement, which is effective for fiscal years
beginning after December 15, 1997, establishes standards for the way the public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. The Company's business is conducted in a single operating segment.
In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, was issued. SFAS No. 133 establishes 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. SFAS No.
133 is effective for all fiscal quarters of fiscal years beginning after June
15, 1999. The Company believes that the adoption of this statement will have no
material effect on the Company's financial statements.
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PART II
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
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
A list of the Exhibits required by Item 601 of Regulation
S-B to be filed as part of this report is set forth in the
Index to Exhibits and is incorporated herein by reference.
(b) Reports on Form 8-K.
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Issuer caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
COLORADO WYOMING RESERVE COMPANY
Dated: May 24, 1999 By: /S/ KIM M. FUERST
---------------------------------
Kim M. Fuerst, President
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EXHIBIT INDEX
3.1 Articles of Incorporation.*
3.2 Bylaws.*
10.1 Extension, dated as of February 17, 1999, to the Bridge Loan between the
Company and the Trust, extending the repayment date to March 15, 1999.
10.2 Extension, dated as of March 31, 1999, to the Bridge Loan between the
Company and the Trust, extending the repayment date to April 15, 1999.
27 Financial Data Schedule.
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* Incorporated by reference to the Company's Form 10-K for the fiscal
year ended May 31, 1983.
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