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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-16487
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INLAND RESOURCES INC.
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(Exact name of Registrant as specified in its charter)
Washington 91-1307042
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
410 17th Street, Suite 700, Denver, Colorado 80202
- -------------------------------------------- -----
(Address of Principal Executive Offices) (ZIP Code)
Registrant's Telephone Number, Including Area Code: (303) 893-0102
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(Former name, address and fiscal year, if changed, since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 xx No
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Number of shares of common stock, par value $.001 per share, outstanding as of
May 9, 2001: 2,897,732
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PART 1. FINANCIAL INFORMATION
INLAND RESOURCES INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 AND DECEMBER 31, 2000
(In thousands)
March 31, December 31,
2001 2000
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ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 134 $ 848
Accounts receivable and accrued sales 5,104 5,284
Inventory 933 835
Other current assets 322 381
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Total current assets 6,493 7,348
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Property and equipment, at cost:
Oil and gas properties (successful efforts method) 189,112 183,959
Accumulated depletion, depreciation and amortization (36,867) (35,004)
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152,245 148,955
Other property and equipment, net 2,076 1,997
Other long-term assets 1,423 1,765
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Total assets $ 162,237 $ 160,065
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 3,528 $ 2,141
Accrued expenses 2,964 3,391
Fair market value of derivative instruments 2,125
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Total current liabilities 8,617 5,532
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Long-term debt 83,500 83,500
Commitments
Mandatorily redeemable preferred stock:
Series D stock, 10,757,747 shares issued and outstanding,
Liquidation preference of $80.7 million 69,851 68,273
Accrued preferred series D dividends 14,712 11,994
Series E stock, 121,973 shares issued and outstanding,
Liquidation preference of $12.2 million 9,375 9,120
Accrued preferred series E dividends 2,276 1,856
Stockholders' deficit:
Preferred Class A stock, par value $.001, 20,000,000 shares authorized,
Series D and Series E outstanding
Common stock, par value $.001; 25,000,000 shares authorized,
2,897,732 issued and outstanding 3 3
Additional paid-in capital 46,864 51,157
Comprehensive loss (1,780)
Accumulated deficit (71,181) (71,370)
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Total stockholders' deficit (26,094) (20,210)
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Total liabilities and stockholders' deficit $ 162,237 $ 160,065
========= =============
The accompanying notes are an integral part of the consolidated
financial statements
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INLAND RESOURCES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
FOR THE THREE-MONTH PERIODS
ENDED MARCH 31, 2001 AND 2000
(In thousands except earnings per share)
(Unaudited)
Three months ended
March 31,
--------------------------
2001 2000
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Revenues:
Oil and gas sales $ 8,169 $ 6,058
Operating expenses:
Lease operating expenses 2,281 1,650
Production taxes 206 159
Exploration 31 29
Depletion, depreciation and amortization 2,014 1,788
General and administrative, net 1,028 373
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Total operating expenses 5,560 3,999
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Operating income 2,609 2,059
Interest expense (2,099) (2,003)
Unrealized derivative loss due to time value (390)
Interest and other income 24 21
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Net income before cumulative effect of change in
accounting principle 144 77
Cumulative effect of change in accounting principle 45
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Net income 189 77
Accrued preferred Series D dividends (2,718) (2,433)
Accrued preferred Series E dividends (420) (376)
Accretion of preferred Series D discount (1,578) (1,575)
Accretion of preferred Series E discount (255) (225)
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Net loss attributable to common stockholders $ (4,782) $ (4,532)
=========== ===========
Net income $ 189 $ 77
Comprehensive income from change in fair value of
derivative contracts 192
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$ 381 $ 77
=========== ===========
Basic and diluted net loss per share before cumulative
effect of change in accounting principle $ (1.67) $ (1.56)
Cumulative effect of change in accounting principle .02
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Basic and diluted net loss per share $ (1.65) $ (1.56)
=========== ===========
Basic and diluted weighted average common shares
outstanding 2,897,732 2,897,732
=========== ===========
Dividends per common share NONE NONE
=========== ===========
The accompanying notes are an integral part of the consolidated
financial statements
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INLAND RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2001 AND 2000
(In thousands)
(Unaudited)
2001 2000
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Cash flows from operating activities:
Net income $ 189 $ 77
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depletion, depreciation and amortization 2,014 1,788
Amortization of debt issue costs and debt discount 300 120
Noncash charges related to derivative contracts 345
Noncash employee compensation 678
Effect of changes in current assets and liabilities:
Accounts receivable 180 (1,125)
Inventory (97) (41)
Other assets 101 (162)
Accounts payable and accrued expenses 959 (684)
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Net cash provided (used) by operating activities 4,669 (27)
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Cash flows from investing activities:
Development expenditures and equipment purchases (5,383) (3,748)
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Net cash used by investing activities (5,383) (3,748)
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Cash flows from financing activities:
Proceeds from issuance of long-term debt 2,585
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Net cash provided by financing activities 2,585
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Net cash and cash equivalents used by continuing operations (714) (1,190)
Net cash and cash equivalents provided by discontinued operations 963
Cash and cash equivalents at beginning of period 848 1,018
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Cash and cash equivalents at end of period $ 134 $ 791
======= =======
The accompanying notes are an integral part of the consolidated
financial statements
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INLAND RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. COMPANY ORGANIZATION:
Inland Resources Inc. (the "Company") is an independent energy company with
substantially all of its producing and nonproducing oil and gas property
interests located in the Monument Butte Field within the Uinta Basin of
Northeastern Utah (the "Field").
2. BASIS OF PRESENTATION:
The preceding financial information has been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") and, in the opinion of the Company, includes all normal
and recurring adjustments necessary for a fair statement of the results of
each period shown. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
SEC rules and regulations. Management believes the disclosures made are
adequate to ensure that the financial information is not misleading, and
suggests that these financial statements be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
3. ACCOUNTING PRONOUNCEMENT:
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133") was issued, which establishes
accounting and reporting standards for derivative instruments and hedging
activity. SFAS No. 133 requires recognition of all derivative instruments
on the balance sheet as either assets or liabilities and measurement of
fair value. Changes in the derivative's fair value will be recognized
currently in earnings unless specific hedge accounting criteria are met.
Gains and losses on derivative hedging instruments must be recorded in
either other comprehensive income or current earnings, depending on the
nature and designation of the instrument. The impact of adopting SFAS No.
133 on January 1, 2001 resulted in recording a current liability of
$1,927,000 and recording a cumulative effect of a change in accounting
principle as accumulated comprehensive loss in the equity section of
$1,972,000 and income recorded as a cumulative effect of a change in
accounting principle of $45,000. At March 31, 2001, the effect of SFAS No.
133 resulted in the Company adjusting its liability reflecting the fair
value of derivatives to $2,125,000. Accumulated other comprehensive loss
was adjusted to $1,780,000 as a result of reclassifying $227,000 to the
statement of operations and accounting for new derivative instruments
obtained by the Company in the first quarter if 2001. The derivatives owned
by the Company are all expected to settle within the next 12 months.
The Company has entered into crude oil price protection agreements to
reduce its exposure to market price fluctuations. Although hedging
activities do not affect the Company's actual sales price for crude oil in
the Field, the financial impact of hedging transactions is reported as an
adjustment to crude oil revenue in the period in which the related oil is
sold. Crude oil sales were decreased by $1.2 million and $1.1 million
during the first quarters of 2001 and 2000, respectively to recognize
hedging contract settlement losses. See Item 3 "Quantitative and
Qualitative Disclosures About Market Risk."
4. FORTIS CREDIT AGREEMENT:
On September 21, 1999, the Company entered into the Fortis Credit Agreement
which was further amended on January 31, 2000, March 20, 2000, September
30, 2000, November 14, 2000 and on March 29, 2001. The outstanding
principal balance at March 31, 2001 was $83.5 million. All borrowings under
the Fortis Credit Agreement are due on April 1, 2002, or potentially
earlier if the borrowing base is determined to be insufficient. The
borrowing base is calculated as the collateral value of proved reserves and
will be redetermined on October 1, 2001 and may be redetermined one
additional time at the option of the lenders. Upon redetermination, if the
borrowing base is lower than the outstanding principal balance then drawn,
the Company must immediately pay the difference. Interest accrues, at the
Company's option, at either (i) 2% above the prime rate or (ii) 3% above
the LIBOR rate. The Fortis Credit Agreement also contains a provision that
the LIBOR rate margin will increase to 3.5% at September 30, 2001 and to
4.0% at December 31, 2001 if the Company has not raised $10.0 million of
additional equity. At March 31, 2001, all amounts were borrowed under the
LIBOR option at an
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interest rate of 8.04% through August 27, 2001. The Fortis Credit Agreement
has covenants that restrict the payment of cash dividends, borrowings, sale
of assets, loans to others, investment and merger activity and hedging
contracts without the prior consent of the lenders and requires the Company
to maintain certain net worth, interest coverage, debt coverage and working
capital ratios. The Company was in violation of its working capital
covenant at March 31, 2001 and received a waiver of this covenant violation
through the quarter ended March 31, 2002. The Fortis Credit Agreement is
secured by a first lien on substantially all assets of the Company.
As stated above, all borrowings under the Fortis Credit Agreement are due
on April 1, 2002, or potentially earlier. In addition, the Company's Series
D Preferred Stock must be redeemed equally over three years beginning upon
the earlier of September 21, 2004 or the repayment in full of the Company's
senior credit facility, which by its terms is April 1, 2002. The Company
does not expect to generate sufficient cash from operations before April 1,
2002 to satisfy these commitments. As a result, the Company is developing a
plan to address this issue which may include (1) renegotiating its existing
Fortis Credit Agreement to provide for repayment terms beyond April 1,
2002, (2) entering into a new senior credit facility with repayment terms
beyond April 1, 2002, (3) issuing subordinated debt of the Company (4),
selling equity of the Company; and/or (5) selling assets of the Company.
Although management cannot give assurance, they believe the Company will be
successful in obtaining modifications to existing agreements or raising the
necessary capital from other sources in the time frames required.
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INLAND RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation:
RESULTS OF OPERATIONS:
Three Month Periods Ended March 31, 2001 and 2000:
Oil and Gas Sales. Crude oil and natural gas sales for the quarter
ended March 31, 2001 increased $2.1 million, or 35% from the previous year. As
shown in the table below, the variance was caused by higher crude oil sales
volumes and higher average natural gas prices. Crude oil sales as a percentage
of total oil and gas sales were 75% and 87% in the first quarter of 2001 and
2000, respectively. Crude oil will continue to be the predominant product
produced from the Field.
The Company has entered into crude oil price protection agreements to reduce its
exposure to market price fluctuations. Although hedging activities do not affect
the Company's actual sales price for crude oil in the Field, the financial
impact of hedging transactions is reported as an adjustment to crude oil revenue
in the period in which the related oil is sold. Crude oil sales were decreased
by $1.2 million and $1.1 million during the first quarters of 2001 and 2000,
respectively to recognize hedging contract settlement losses. See Item 3
"Quantitative and Qualitative Disclosures About Market Risk."
Quarter Ended March 31, 2001 Quarter Ended March 31, 2000
-------------------------------------- --------------------------------------
Net Volume Average Sales Net Volume Average Sales
(Bbls or Mcfs) Price (in 000's) (Bbls or Mcfs) Price (in 000's)
-------------- ------- ---------- -------------- ------- ----------
Crude Oil Sales 283,490 $24.99 $ 7,084 248,361 $25.27 $ 6,275
Natural Gas Sales 483,062 $ 4.81 2,322 531,835 $ 1.72 914
Hedging loss (1,237) (1,131)
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Total $ 8,169 $ 6,058
========== ==========
Lease Operating Expenses. Lease operating expense for the quarter ended
March 31, 2001 increased $631,000, or 38% from the previous year first quarter.
Lease operating expense per BOE increased from $4.90 per BOE sold in the first
quarter of 2000 to $6.27 in 2001. The increase in expense is due to higher costs
of materials and labor due to increased demand for products, services and
employees in the Monument Butte region.
Production Taxes. Production taxes as a percentage of sales were
consistent at 2.2% during the first quarter of 2001 and 2000. Production tax
expense consists of estimates of the Company's yearly effective tax rate for
Utah state severance tax and production ad valorem tax. Changes in sales prices,
tax rates, tax exemptions and the timing, location and results of drilling
activities can all affect the Company's actual effective tax rate.
Exploration. Exploration expense represents the Company's cost to
retain unproved acreage.
Depletion, Depreciation and Amortization. Depletion, depreciation and
amortization for the quarter ended March 31, 2001 increased 13%, or $226,000,
from the previous year first quarter. The increase resulted from increased sales
volumes and a higher average depletion rate. Depletion, which is based on the
units-of-production method, comprises the majority of the total charge. The
depletion rate is a function of capitalized costs and related underlying proved
reserves in the periods presented. The Company's depletion rate was $5.12 per
BOE sold during the first quarter of 2001 compared to $4.86 per BOE sold during
the first quarter of 2000.
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General and Administrative, Net. General and administrative expense for
the quarter ended March 31, 2001 increased $655,000 from the previous year first
quarter. The 2001 quarter includes a noncash compensation charge relating to
repriced stock options of $678,000. After removing this charge, general and
administrative expense was slightly lower between quarters. General and
Administrative expense is reported net of operator fees and reimbursements which
were $1.57 million and $1.35 million during the first quarters of 2001 and 2000,
respectively.
Interest Expense. Interest expense for the quarter ended March 31, 2001
increased $96,000 from the previous year first quarter. The increase resulted
from an increase in the average amount of borrowings outstanding during the
quarter. Borrowings during the first quarter of 2001 and 2000 were recorded at
effective interest rates of 10.0% and 9.8%, respectively.
Other Income. Other income primarily represents interest earned on cash
balances.
Income Taxes. During the first quarter of 2001 and 2000, no income tax
provision or benefit was recognized due to net operating losses incurred and the
establishment of a full valuation allowance.
Accrued Preferred Series D Stock Dividends. The Company's Preferred
Series D Stock accrues dividends at 11.25% compounded quarterly.
Accrued Preferred Series E Stock Dividends. The Company's Preferred
Series E Stock accrues dividends at 11.5% compounded quarterly.
Accretion of Preferred Series D Stock Discount. The Company's Preferred
Series D Stock was initially recorded on the financial statements at a discount
of $20.2 million and is being accreted to face value ($80.7 million) over the
minimum mandatory redemption period which starts on April 1, 2002 and ends on
April 1, 2004.
Accretion of Preferred Series E Stock Discount. The Company's Preferred
Series E Stock was initially recorded on the financial statements at a discount
of $4.2 million and is being accreted to face value ($12.2 million) over the
period to the minimum mandatory redemption date of April 1, 2004.
LIQUIDITY AND CAPITAL RESOURCES
FORTIS CREDIT AGREEMENT
Effective September 21, 1999, the Company entered into the Fortis
Credit Agreement, the current members of which are Fortis Capital Corp. and U.S.
Bank National Association. At March 31, 2001, the Company had advanced all funds
under its current borrowing base of $83.5 million. The borrowing base is
calculated as the collateral value of proved reserves and is subject to
redetermination on October 1, 2001 and may be redetermined one additional time
at the option of the lenders. If the borrowing base is lower than the
outstanding principal balance then drawn, the Company must immediately pay the
difference.
All borrowings under the Fortis Credit Agreement are due on April 1,
2002, or potentially earlier if the borrowing base is determined to be
insufficient. In addition, the Company's Series D Preferred Stock must be
redeemed equally over three years beginning upon the earlier of September 21,
2004 or the repayment in full of the Company's senior credit facility, which by
its terms is April 1, 2002. The Company does not expect to generate sufficient
cash from operations before April 1, 2002 to satisfy these commitments. As a
result, the Company is developing a plan to address this issue which may include
(1) renegotiating its existing Fortis Credit Agreement to provide for repayment
terms beyond April 1, 2002, (2) entering into a new senior credit facility with
repayment terms beyond April 1, 2002, (3) issuing subordinated debt of the
Company, (4) selling equity of the Company; and/or (5) selling assets of the
Company. Although management cannot give assurance, they believe the Company
will be successful in obtaining modifications to existing agreements or raising
the necessary capital from other sources in the time frames required.
Interest accrues under the Fortis Credit Agreement, at the Company's
option, at either (i) 2% above the prime rate or (ii) 3% above the LIBOR rate.
As of March 31, 2001, all amounts were borrowed under the LIBOR
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option at an interest rate of 8.04% through August 27, 2001. The Fortis Credit
Agreement also contains a provision that the LIBOR rate margin will increase to
3.5% at September 30, 2001 and 4.0% at December 31, 2001 if the Company has not
raised $10.0 million of additional equity. The Fortis Credit Agreement has
covenants that restrict the payment of cash dividends, borrowings, sale of
assets, loans to others, investment and merger activity and hedging contracts
without the prior consent of the lenders and requires the Company to maintain
certain net worth, interest coverage and working capital ratios. The Company was
in violation of its working capital covenant at March 31, 2001 and received a
waiver of this covenant violation through the quarter ended March 31, 2002. The
Fortis Credit Agreement is secured by a first lien on substantially all assets
of the Company.
CASH FLOW AND CAPITAL PROJECTS
During the first quarter of year 2001, the Company used its cash from
operations of $5.3 million and $0.7 million of cash to continue development of
the Field ($5.4 million) and to service interest on borrowings ($2.1 million).
Field development in the first quarter of 2001 consisted of drilling 11 wells
and converting 6 wells to water injection along with the continued extension of
the gas gathering and water delivery infrastructures.
The Company's capital budget for development of the Field in year 2001 is
$17.0 million net to the Company. The Company plans to drill 52 wells and
convert 50 wells to water injection. Although there can be no assurance, the
Company believes that cash on hand along with future cash to be generated from
operations will be sufficient to implement its development plans for the next
year and service debt. The level of capital expenditures is largely
discretionary, and the amount of funds devoted to any particular activity may
increase or decrease significantly depending on available opportunities,
commodity prices, operating cash flows and development results, among other
items.
INFLATION AND CHANGES IN PRICES
The Company's revenues and the value of its oil and gas properties have
been and will be affected by changes in oil and gas prices. The Company's
ability to borrow from traditional lending sources and to obtain additional
capital on attractive terms is also substantially dependent on oil and gas
prices. Oil and gas prices are subject to significant seasonal and other
fluctuations that are beyond the Company's ability to control or predict.
Although certain of the Company's costs and expenses are affected by the level
of inflation, inflation did not have a significant effect on the Company's
results of operations during 2001 or 2000.
FORWARD LOOKING STATEMENTS
Certain statements in this report, including statements of the Company's
and management's expectation, intentions, plans and beliefs, including those
contained in or implied by Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Notes to Consolidated Financial
Statements, are forward-looking statements, within the meaning of Section 21E of
the Securities Exchange Act of 1934, that are subject to certain events, risk
and uncertainties that may be outside the Company's control. These
forward-looking statements include statements of management's plans and
objectives for the Company's future operations and statements of future economic
performance, information regarding drilling schedules, expected or planned
production or transportation capacity, future production levels of fields,
marketing of crude oil and natural gas, the Company's capital budget and future
capital requirements, credit facilities, the Company's meeting its future
capital needs, the Company's realization of its deferred tax assets, the level
of future expenditures for environmental costs and the outcome of regulatory and
litigation matters, and the assumptions described in this report underlying such
forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements, fluctuations in the price of crude oil and
natural gas, the success rate of exploration efforts, timeliness of development
activities, risk incident to the drilling and completion for oil and gas wells,
future production and development costs, the strength and financial resources of
the Company's competitors, the Company's ability to find and retain skilled
personnel, climatic conditions, the results of financing efforts, the political
and economic climate in which the Company conducts operations and the risk
factors described from time to time in the Company's other documents and reports
filed with the SEC.
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PART 1. FINANCIAL INFORMATION (CONTINUED)
INLAND RESOURCES INC.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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ITEM 3. Quantitative and Qualitative Disclosure About Market Risk:
Market risk generally represents the risk that losses may occur in the
value of financial instruments as a result of movements in interest rates,
foreign currency exchange rates and commodity prices.
Interest Rate Risk. The Company is exposed to market risk due to the
floating interest rate under the Fortis Credit Agreement. See Item 2. -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources." All borrowings under the Fortis
Credit Agreement are due and payable April 1, 2002. As of March 31, 2001, the
Fortis Credit Agreement had a principal balance of $83.5 million locked in at an
interest rate of 8.04% through August 27, 2001. Assuming the principal is paid
according to the terms of the loan, an increase in interest rates could result
in an increase in interest expense on the existing principal balance for the
remaining term of the loan, as shown by the following chart:
Increase in Interest Expense Without Hedge
-----------------------------------------------
April 1, 2001 through January 1, 2002 through
December 31, 2001 April 1, 2002
--------------------- -----------------------
1% increase in interest rates $ 278,000 $ 209,000
2% increase in interest rates $ 556,000 $ 418,000
Commodity Risks. The Company hedges a portion of its crude oil
production to reduce its exposure to market price fluctuations. The Company uses
various financial instruments whereby monthly settlements are based on
differences between the prices specified in the instruments and the settlement
prices of certain futures contracts quoted on the NYMEX index. Gains or losses
on hedging activities are recognized as an adjustment to crude oil sales in the
period in which the hedged production is sold.
The Company has entered into various contracts in the form of swaps or
collars to hedge crude oil production during calendar years 2001 and 2002. The
potential gains or (losses) on these contracts subsequent to March 31, 2001
based on a hypothetical average market price of equivalent product are as
follows:
Average NYMEX Per Barrel Market Price for the Contract Period
-------------------------------------------------------------------------------
$ 20.00 $ 22.00 $ 24.00 $ 26.00 $ 28.00 $ 30.00
April-December 2001 $ 671,000 $242,000 $(803,000) $(1,700,000) $(2,772,000) $(3,912,000)
Year 2002 $1,343,000 $683,000 $ 203,000 $ (208,000) $ (837,000) $(1,497,000)
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PART II. OTHER INFORMATION
INLAND RESOURCES INC.
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Items 1, 2, 3, 4 and 5 are omitted from this report as inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
The following documents are filed as part of this Quarterly Report on Form 10-Q.
Exhibit
Number Description of Exhibits
3.1 Amended and Restated Articles of Incorporation, as amended
through December 14, 1999 (filed as Exhibit 3.1 to Inland's
Current Report on Form 8-K dated September 21, 1999, and
incorporated herein by reference).
3.2 Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement of Form S-18, Registration
No. 33-11870-F, and incorporated herein by reference).
3.2.1 Amendment to Article IV, Section 1 of the Bylaws of the
Company adopted February 23, 1993 (filed as Exhibit 3.2.1 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, and incorporated herein by
reference).
3.2.2 Amendment to the Bylaws of the Company adopted April 8, 1994
(filed as Exhibit 3.2.2 to the Company's Registration
Statement of Form S-4, Registration No. 33-80392, and
incorporated herein by reference).
3.2.3 Amendment to the Bylaws of the Company adopted April 27, 1994
(filed as Exhibit 3.2.3 to the Company's Registration
Statement of Form S-4, Registration No. 33-80392, and
incorporated herein by reference).
- ---------
(b) Reports on Form 8-K:
None.
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INLAND RESOURCES INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INLAND RESOURCES INC.
(Registrant)
Date: May 9, 2001 By: /s/ Bill I. Pennington
-------------- -------------------------------------
Bill I. Pennington
Chief Financial Officer
Date: May 9, 2001 By: /s/ Michael J. Stevens
-------------- -------------------------------------
Michael J. Stevens
Vice President, Secretary and Treasurer
(Principal Accounting Officer)
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