U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT of 1934 For the transition period from to Commission File No. 2-72232 GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION (Exact name of small business issuer as specified in its charter) COMMONWEALTH OF VIRGINIA 54-1082057 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 5990 Greenwood Plaza Blvd., Suite 127 Greenwood Village, Colorado 80111-4708 (Address of principal executive offices) Issuer's telephone number: (303) 773-6016 NONE (Former name, former address and former fiscal year, if changed since last report.) Check whether the issuer (1) 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Common Stock, $.10 par value 18,844,245 Class Outstanding at April 30, 1996 Transitional Small Business Disclosure Format: Yes No X GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES INDEX Page Number PART I. Financial Information Item 1. - Financial statements Consolidated Balance Sheet....................... 3 Consolidated Statement of Operations............. 4 Consolidated Statement of Cash Flows............. 5 Notes to Consolidated Financial Statements....... 6 Item 2. - Management's Discussion and Analysis of Financial Condition and Result of Operations........................... 7 PART II. Other Information............................ 9 Signature.................................... 10 GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET March 31, 1996 December 31, (Unaudited) 1995 ----------------------- ASSETS (In thousands) CURRENT ASSETS Cash......................................... $ 540 $ 439 Certificates of deposit...................... 314 311 Receivables, net of allowance for doubtful accounts of $234 in 1996 and 1995........... 653 274 Prepaid expenses and other current assets.... 16 146 ------- ------- Total current assets..................... 1,523 1,170 ------- ------- OIL AND GAS PROPERTIES, at cost (accounted for using the successful efforts method) Proved oil and gas properties............... 9,496 9,472 Undeveloped leaseholds...................... 65 65 Pipeline equipment.......................... 1,336 1,304 Equipment inventory......................... 39 37 ------- ------- 10,936 10,878 Less accumulated depreciation, depletion, amortization and impairment................ ( 9,644) ( 9,603) ------- ------- 1,292 1,275 Properties held under installment sales, net of accumulated depreciation, depletion and amortization of $1,019 and 961, respectively 1,191 1,265 ------- ------- 2,483 2,540 ------- ------- OTHER ASSETS.................................. 77 73 ------- ------- 4,083 $3,783 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable................................ $ 17 $ 17 Accounts payable and accrued expenses........ 166 115 ------- ------- Total current liabilities................ 183 132 ------- ------- NOTES PAYABLE................................. 38 40 ------- ------- COMMITMENTS AND CONTINGENT LIABILITIES SHAREHOLDERS' EQUITY Preferred stock, $10.00 par value, 4,000,000 shares authorized, none issued or outstanding Common stock, $.10 par value, 40,000,000 shares authorized, 18,844,245 shares issued and outstanding............................. 1,884 1,884 Additional paid-in capital................... 29,242 29,242 Accumulated deficit.......................... (27,219) (27,470) Notes receivable - officers.................. (45) (45) ------- ------- 3,862 3,611 ------- ------- $4,083 $3,783 ======= ======= <FN> The accompanying notes are an integral part of the consolidated financial statements. </FN> GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, ------------------ 1996 1995 ---- ---- (In thousands, except per share amounts) REVENUES Oil and gas sales........................ $ 210 $ 147 Gas transmission sales................... 213 236 Income from pipeline relocation.......... 498 - Installment sales income (loss), net..... (2) 28 Interest and other income................ 5 4 ------ ------ 924 415 ------ ------ EXPENSES Production costs......................... 52 61 Cost of gas transmission................. 191 272 Cost of pipeline relocation.............. 258 - Depletion, depreciation and amortization. 47 49 General and administrative............... 125 180 ------ ------ 673 562 ------ ------ NET INCOME (LOSS)......................... $ 251 $ (147) ====== ====== NET INCOME (LOSS) PER SHARE............... $ .01 $ (.01) ====== ====== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING.............................. 18,844 18,844 ====== ====== <FN> The accompanying notes are an integral part of the consolidated financial statements. </FN> GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, ------------------ 1996 1995 ---- ---- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss)........................... $ 251 $ (147) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: (Increase) decrease in accounts receivable. (379) 2 Decrease in other current assets.......... 130 6 Depletion, depreciation and amortization.. 47 49 Depletion, depreciation and amortization charged against installment sales income (loss), net.............................. 58 77 Increase (decrease) in accounts payable and accrued expenses..................... 51 (9) ------ ------ Net cash provided by (used for) operating activities................... 158 (22) ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES Increase in certificates of deposit......... (3) - Additions to oil and gas properties......... (42) (100) Increase in other assets.................... (10) - ------ ------ Net cash used for investing activities.. (55) (100) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES Repayments of debt.......................... (2) - INCREASE (DECREASE) IN CASH.................. 101 (122) CASH AT BEGINNING OF PERIOD.................. 439 272 ------ ------ CASH AT END OF PERIOD........................ $ 540 $ 150 ====== ====== <FN> The accompanying notes are an integral part of the consolidated financial statements. </FN> GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The interim financial data are unaudited; however, in the opinion of Great Eastern Energy and Development Corporation and Subsidiaries ("Great Eastern" or the "Company"), the interim data include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. These financial statements should be read in conjunction with Great Eastern's December 31, 1995 audited consolidated financial statements and notes thereto included in Form 10-KSB. The consolidated financial statements include the accounts of Great Eastern and its wholly-owned subsidiaries, Patton Oil Co., Zoandra Petroleum, Inc. and Sycamore Valley Gathering, Ltd. All significant intercompany balances and transactions have been eliminated in consolidation. NOTE 2 - RECLASSIFICATIONS Certain reclassifications were reflected in the December 31, 1995 balance sheet to conform to the 1996 presentation. GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations First Quarter 1996 Compared to First Quarter 1995. The Company's first quarter of fiscal 1996 operations reflected net income of $251,000 as compared to net loss of $147,000 for the corresponding quarter of fiscal 1995. Increased sales volumes from oil properties under waterflood have resulted in increased profits from oil and gas operations of $158,000 in the first quarter of fiscal 1996 as compared to $86,000 for the corresponding quarter of fiscal 1995. A decrease in production volumes from coalbed methane gas wells, partially offset by an increase in product prices, has resulted in a decline in gas transmission sales. The decline in gas transmission sales volumes resulted in a corresponding reduction in the cost of gas, and the effect of cost containment policies was a reduction to operating expenses. Natural gas transmission operations reflected a profit of $22,000 for the first quarter of fiscal 1996 as compared to a loss of $36,000 for the corresponding quarter of fiscal 1995. Management entered into a fixed-price contract whereby the Kansas Department of Transportation agreed to pay the Company $498,000 to relocate certain portions of its pipeline. Construction was completed during the first quarter of fiscal 1996 at an aggregate cost of $258,000, and resulting in a profit of $240,000 from the arrangement. A loss from installment sales of $2,000, net of depreciation, depletion and amortization of $58,000, is reflected in the first quarter of fiscal 1996 consolidated statement of operations as compared to installment sales income of $28,000, net of depreciation, depletion and amortization of $77,000 for the corresponding quarter of fiscal 1995. The decrease in installment sales income resulted from a decrease in production volumes from coalbed methane gas wells. As a part of management's continued efforts to contain costs, general and administrative costs were reduced by $55,000 to $125,000 during the first quarter of fiscal 1996 as compared to $180,000 for the corresponding quarter of fiscal 1995. The principal reductions were for legal, consulting and payroll expenses. No provision for income taxes was reflected in the first quarter 1996 consolidated statement of operations, as the Company has adequate net operating loss carryforwards available to offset taxable income. Current Operations Since January 1, 1996, there have been no exploratory or developmental drilling activities. Liquidity and Capital Resources Working Capital. The Company had working capital of $1,340,000 and $1,038,000 at March 31, 1996 and December 31, 1995, respectively. The Company has no bank debt and no oil and gas properties are pledged as collateral. Management believes that the Company's liquidity is adequate to meet operating activities for fiscal 1996. Oil and gas development activities, if any, will be funded solely from excess cash generated from operations and from proceeds generated from the installment sale of certain southeastern Kansas coalbed methane gas properties. Future Operations. Some selected developmental drilling for oil and gas may be conducted in Kansas in 1996. No exploratory wells are scheduled to be drilled in 1996. Other. On September 26, 1994, the Company retained the services of Kirkpatrick Energy Associates, Inc. ("Kirkpatrick"), an investment banking firm, to evaluate options available to the Company to maximize shareholder value, including a possible sale of the Company. Except as to certain identified companies considered to be active and viable candidates for the purchase of, or merger with, Great Eastern, Kirkpatrick's services were terminated October 30, 1995. Except as noted above, management has assumed sole responsibility for such efforts heretofore. There is no assurance that any action, including a possible sale, will occur. PART II - OTHER INFORMATION Items 1 through 6 are not applicable. 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. GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION ------------------------- (Registrant) Date: May 10, 1996 By: /s/DONALD G. JUMPER ------------------------ Donald G. Jumper Chief Executive Officer, President, Chief Financial and Accounting Officer and Director