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, 1999
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
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 /X/ No / /
There were 10,607,694 shares of the Registrant's $.01 par value common stock
outstanding as of November 10, 1999.
Transitional Small Business Disclosure: Yes /_/ No /X/
COLORADO WYOMING RESERVE COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, June 30,
1999 1999
------------- -------------
Current Assets:
Cash and cash equivalents $ 189,633 $ 241,455
Trade accounts receivable 1,388 1,388
Related party receivable 2,660 756
------------ ------------
193,681 243,599
Prepaid expenses 3,224 3,224
------------ ------------
Total current assets 196,905 246,823
Property and Equipment:
Unproved oil and gas properties 574,808 567,559
Other property and equipment 14,914 13,645
------------ ------------
589,722 581,204
Less accumulated depreciation, other property
and equipment (11,772) (10,659)
------------ ------------
Net property and equipment 577,950 570,545
------------ ------------
Total assets $ 774,855 $ 817,368
============ ============
Current Liabilities:
Trade accounts payable $ 27,303 $ 9,134
Other accrued liabilities 5,408 33,324
Related party payables 8,673 9,988
------------ ------------
Total current liabilities 41,384 52,446
Equity:
Common Stock, $.01 par value: authorized--
75,000,000 shares; issued and outstanding--
10,607,694 and 10,552,694 shares at
September 30 and June 30, 1999, respectively 106,077 105,527
Additional paid-in capital 5,262,976 5,254,276
Warrants 148,100 148,100
Subscription receivable -- (78,500)
Accumulated deficit (4,783,682) (4,664,481)
------------ ------------
733,471 764,922
------------ ------------
Total liabilities and equity $ 774,855 $ 817,368
============ ============
The accompanying notes are an integral part of these financial statements.
-2-
COLORADO WYOMING RESERVE COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
September 30,
----------------------------
1999 1998
------------ ------------
Revenues:
Oil and gas sales $ -- $ 5,277
Expenses:
Operation of producing properties -- 12,847
Exploration cost 16,238 9,826
Depreciation, depletion and amortization 1,113 1,069
General and administrative 104,154 192,101
------------ ------------
Total expenses 121,505 215,843
------------ ------------
Operating loss (121,505) (210,566)
Other Income (expense):
Interest income (expense) 2,304 (33,592)
------------ ------------
Loss before income taxes (119,201) (244,158)
Provision for income taxes -- --
------------ ------------
Net loss (119,201) (244,158)
============ ============
Basic and diluted loss per share $ (0.01) $ (0.10)
============ ============
Weighted average common shares outstanding 10,589,161 2,487,691
============ ============
The accompanying notes are an integral part of these financial statements.
-3-
COLORADO WYOMING RESERVE COMPANY
CONSOLIDATED CASH FLOW STATEMENTS
Three Months Ended
September 30,
-----------------------
1999 1998
---------- ---------
Cash flows from operating activities:
Net loss $(119,201) $(244,158)
Adjustments to reconcile net loss to net used in
operating activities:
Depletion, depreciation and amortization 1,113 1,069
Amortization of note payable discount -- 33,000
Equity issued as compensation -- 81,000
Changes in current assets and liabilities:
Receivables (1,904) (4,520)
Payables (11,061) 14,437
Prepaids -- 2,462
--------- ---------
Net cash (used in) operating activities (131,053) (116,710)
Cash flows from investing activities:
Additions to unproved properties (7,250) (27,290)
Equipment purchases (1,269) --
--------- ---------
Net cash (used in) investing activities (8,519) (27,290)
Cash flows from financing activities:
Notes payable -- 120,000
Sale of common stock 87,750 24,000
--------- ---------
Net cash provided by financing activities 87,750 144,000
--------- ---------
Net (decrease) in cash and equivalents (51,822) --
Cash and equivalents at beginning of period 241,455 --
--------- ---------
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, 1999 AND 1998 AND JUNE 30, 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, 1999 Form 10-KSB.
2. FINANCINGS
The Company closed a private equity offering on May 28, 1999, selling
7.845 million restricted shares of Common Stock at $.10 per share pursuant
to an exemption from registration under Rule 505 of Regulation D of the
Securities Act of 1933, as amended. At June 30, 1999, 785,000 private
offering shares were subscribed but not paid for; payment for those shares
occurred during the quarter ended September 30, 1999.
During July 1999, the Company granted to its president an incentive stock
option pursuant to the Equity Incentive Plan, to purchase 500,000 shares
of Common Stock at an exercise price of $.75 per share (determined to be
at least 110% of the fair market value at the date of grant). The option
has a five year life and is exercisable as of the date of grant.
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 $1,000 per month (formerly $3,000 per month)
and is reimbursed for 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
-5-
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
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 is for 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). 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. Mr. Fuerst determined to forego his salary
during the months of November and December 1998, and January through April
1999. In May 1999, Mr. Fuerst's salary was reduced to $5,000 per month
pursuant to an amendment to his employment agreement. See also Note 2 for
a description of a stock option to purchase 500,000 shares of Common Stock
granted to Mr. Fuerst in July 1999.
4. LOSS PER SHARE
Basic and diluted earnings per share are the same, as the effect of
warrants and options is antidilutive.
5. RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") 133 ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES in June 1998. SFAS 133 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. In June 1999 the
FASB issued SFAS 137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT 133. SFAS
137 states that SFAS 133 shall be effective for all fiscal quarters
beginning after June 15, 2000.
-6-
The Company believes that these statements will have no material effect on
the Company's financial statements
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 future capital, locating and aligning with an industry partner,
drilling of exploration and development wells, cash flow and anticipated
liquidity, prospect development and property acquisition. 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 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
(Utah) 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
-7-
payables, and provided funds for recurring administrative costs and the cost of
marketing its Paradox Basin Project. The proceeds 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 the quarter
ended September 30, 1999. The Company had a cash balance of approximately
$190,000 as of September 30, 1999.
The Company currently has no revenues and continues to incur the obligations
outlined in the previous paragraph. During the 12 months ending September 30,
2000, the Company will have lease rental obligations totaling approximately
$71,000. While the Paradox Basin Project is a marketable asset as it is
currently configured, the Company believes its marketability would increase
should the Company be able to add additional acreage. Towards that end, the
Company purchased options giving it the right to purchase approximately 14,000
additional acres. Those options, which expire in February and March 2000, give
the Company the right to extend the option for an additional year at an
approximate cost of $69,000 or to exercise a five-year term lease at a cost of
approximately $518,000. The Company's existing financial resources, however, are
insufficient to allow it to exercise its purchase option.
The Company is currently seeking a joint venture partner having financial
resources significant enough to enable the Company to exploit fully its Paradox
Basin Project. Such exploitation includes the shooting and interpretation of
seismic as well as the acquisition of additional acreage in the project area.
The terms of any joint venture the Company enters are negotiable, but the
Company intends to maintain an interest in the property going forward.
Recent increases in oil and gas prices have resulted in increased investor
interest in the oil and gas industry. The Company could attempt to capitalize
on this interest by raising additional equity funds. Given the Company's cash
flow position, debt financing is an unlikely alternative.
In summary, the Company has no cash flow from operations and will require
additional funding, through either a joint venture or from selling additional
equity capital, to convert its only significant asset into a cash generating
investment. Failure to secure a joint venture partner or raise additional
capital could result in the Company being liquidated on terms unfavorable to its
shareholders.
OPERATIONS. Cash used in operating activities was $131,054 for the three months
ended September 30, 1999 versus $116,710 for the comparable 1998 period, an
increase of approximately 12 percent. The increase results primarily from
changes in the Company's working capital position in each of the respective
periods.
INVESTING. The Company made additions to its Paradox Basin property in both 1999
($7,250) and 1998 ($27,290).
FINANCING. At June 30, 1999 the Company had a subscriptions receivable balance
of $78,500; this balance was converted to cash during the quarter ended
September 30, 1999. Additionally, the Company realized $9,250 from the proceeds
of a stock option exercise. During the quarter ended September 30, 1998, the
Company sold 24,000 shares of stock at $1 per share and entered into a
-8-
short term financing agreement providing for the borrowing of $120,000. The
$120,000 was repaid during the quarter ended June 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 1999 and 1998.
EXPLORATION COSTS. Exploration costs of $16,238 incurred during the quarter
ended September 30, 1999 represent delay lease rentals paid to maintain CWYR's
ownership position in certain Paradox Basin leases. During the quarter ended
September 30, 1998, the Company expended $8,604 for delay lease rentals and
$1,222 on miscellaneous geological and geophysical costs for a total exploration
expense of $9,826.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense of
$192,101 for the quarter ended September 30, 1998 included a noncash charge for
equity issued as compensation of $81,000; there was no such charge incurred
during the quarter ended September 30, 1999 (total general and administrative
expense of $104,154). The 1998 figure, exclusive of the noncash charge, was
$111,101. The six percent decrease in general and administrative expense
exclusive of noncash items from 1998 to 1999 results primarily from lower 1999
salary expense.
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. Interest expense of $33,592 (including amortization of a note payable
discount of $33,000) incurred during the quarter ended September 30, 1998
related to the short term financing entered into by the Company during that
quarter.
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. Since the Company currently has no significant field operations, it has
no material relationships with third parties. Accordingly, the Company believes
it has limited exposure regarding Year 2000 issues related to third party
companies.
EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standard ("SFAS") 133 ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES in June 1998. SFAS 133 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. In
June 1999 the FASB issued SFAS 137, ACCOUNTING FOR
-9-
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE
OF FASB STATEMENT 133. SFAS 137 states that SFAS 133 shall be effective for all
fiscal quarters beginning after June 15, 2000.
The Company believes that these statements will have no material effect on the
Company's financial statements.
-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
Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K.
None.
-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 15, 1999 By: /S/KIM M. FUERST
-------------------------------------------
Kim M. Fuerst
President, Chief Executive Officer
and Treasurer
(Principal Executive and Financial Officer)
-12-