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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
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For the quarter period ended MARCH 31, 1997 Comm. File# 0-12813
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AMERICAN ATLAS RESOURCE CORPORATION
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(Formerly Wepco Energy Co.)
(Exact name of small business registrant as specified in its charter)
DELAWARE 84-0809164
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
240 WEST JESSUP BRIGHTON, COLORADO 80601
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(Address of principal executive office)
Registrant's telephone number, including area code: (303) 659-8203
Check whether the registrant (1) has filed all reports to be filed by Section
13 or 15(d) of the Securities 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
--- ---
The number of shares outstanding of each of the registrant's class of common
stock or common stock equivalents
Class Outstanding at March 31,1997
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COMMON STOCK $.01 PAR VALUE 720,430 SHARES
PREFERRED STOCK 523,903 SHARES *
* CONVERTIBLE INTO 5,239,030 COMMON SHARES
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AMERICAN ATLAS RESOURCE CORPORATION
(Formerly Wepco Energy Co.)
Form 10QSB - For the Quarter Ended March 31, 1997
INDEX
PART I. FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
A. Consolidated Balance Sheet - March 31, 1997 3
B. Consolidated Statements of Operations - Three Months
ended March 31, 1997 and 1996 4
C. Consolidated Statements of Changes in Cash Flows -
Three Months Ended March 31, 1997 and 1996 5
D. Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
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PART I. FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 18,100
Accounts Receivable (less $4,700 allowance for doubtful accounts) 129,200
Parts and Equipment Inventory 76,800
Prepayments and Other 19,800
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TOTAL CURRENT ASSETS 243,900
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PROPERTY AND EQUIPMENT:
Oil and Gas Properties, (at cost on the successful
efforts method of accounting)
Proved Properties 1,647,100
Natural Gas Compressors 1,010,200
Land and Building 141,900
Automobiles, Trucks and Heavy Equipment 149,700
Shop Machinery, Equipment, Furniture and Fixtures 63,300
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3,012,200
Accumulated Depreciation, Depletion and Amortization (1,708,600)
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1,303,600
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OTHER ASSETS: 5,000
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TOTAL ASSETS $ 1,552,500
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 309,700
Oil and Gas Revenue Payable 249,800
Production Taxes Payable 23,100
Current Portion of Long-Term Debt 120,800
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TOTAL CURRENT LIABILITIES 703,400
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LONG-TERM DEBT AND OTHER LIABILITIES:
Long-Term Debt 99,400
Production Taxes Payable 55,900
Advances From Joint Owners and Affiliates 39,600
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194,900
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COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY:
Serial Preferred Stock, $.01 par value;
1,000,000 shares authorized:
Series A, 462,890 shares issued and outstanding;
face value $3.82 per share 1,768,200
Series B, 61,013 shares issued and outstanding;
face value $5.00 per share 305,100
Common Stock, $.01 par value; 12,000,000
shares authorized; 720,043 shares issued and outstanding 7,200
Additional Paid-In Capital 5,312,000
Accumulated Deficit (6,738,300)
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TOTAL STOCKHOLDERS' EQUITY 654,200
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,552,500
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The accompanying notes are an integral part of these
consolidated financial statements.
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AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
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1997 1996
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REVENUES:
Oil and Gas Sales $ 60,100 $ 72,000
Compressor Rental Income and Sales 77,700 70,300
Gain on Sale of Oil and Gas Properties (Net) 3,000 10,700
Sales and Services of Oil and Gas Field Equipment 167,300 14,400
Management and Operator Fees 21,100 20,700
Other Income 400 100
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329,600 188,200
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COSTS AND EXPENSES:
Oil and Gas Production Costs 19,800 32,100
Compressor Operating Costs 74,500 46,700
Costs of Oil and Gas Field Equipment and Services 157,000 5,900
Depreciation, Depletion and Amortization 45,100 47,200
General and Administrative 49,300 50,200
Interest Expense 4,800 6,200
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350,500 188,300
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LOSS INCOME BEFORE TAXES (20,900) ( 100)
PROVISION FOR INCOME TAXES:
Income Tax Benefit (Expense) --- ---
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NET LOSS (20,900) ( 100)
LESS PREFERRED DIVIDENDS (5,300) (5,300)
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NET LOSS TO COMMON STOCKHOLDERS $ (26,200) $ ( 5,400)
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NET LOSS PER COMMON AND
COMMON EQUIVALENT SHARE $ (0.00) $ (0.00)
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WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 5,349,300 5,349,300
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The accompanying notes are an integral part of these
consolidated financial statements.
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AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
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1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income $ (20,900) $ ( 100)
Adjustments to Reconcile Net (Loss) Income to
Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization 45,000 50,200
Gain on Sale of Oil and Gas Properties (3,000) (10,700)
Bonus Interest 400 1,100
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21,500 40,500
Changes in Operating Assets/Liabilities:
Decrease (Increase) in Accounts Receivable (7,000) (21,000)
Decrease (Increase) in Parts and Equipment Inventory --- (14,400)
Decrease (Increase) in Prepayments and Other (18,100) (10,600)
Decrease (Increase) in Other Assets --- ---
(Decrease) Increase in Accounts Payable
and Accrued Expenses (30,600) (85,800)
(Decrease) Increase in Undistributed Revenue 1,500 (16,700)
(Decrease) Increase in Production Taxes Payable (14,900) (1,900)
(Decrease) Increase in Advances from Joint Owners --- ---
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NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (47,600) (109,900)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Oil and Gas Properties 3,000 12,400
Additions to Oil and Gas Properties (Net) --- (3,000)
Additions to Compressors and Other Equipment --- (700)
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NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES 3,000 8,700
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CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from Note 22,800 19,300
Payments on Notes (14,000) (38,900)
Payment of Preferred Stock Dividends --- ---
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NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 8,800 (19,600)
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NET (DECREASE) INCREASE IN CASH (35,800) (120,800)
CASH, Beginning of Year 53,900 152,900
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CASH, End of Quarter $ 18,100 $ 32,100
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SUPPLEMENTAL INFORMATION:
Cash Paid During the Quarter For Interest $ 4,700 $ 5,100
The accompanying notes are an integral part of the
consolidated financial statements.
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AMERICAN ATLAS RESOURCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of March 31, 1997 and the related
consolidated statements of operations for the three months ended March 31, 1997
and 1996, and the consolidated statements of changes in cash flows for the
periods then ended have been prepared by the Company, without audit. In the
opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the Company
as of March 31, 1997 and results of operation for the periods then ended except
for normal recurring year-end adjustments.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Therefore, it is suggested that these financial
statements be read in conjunction with the financial statements and notes
included in the Company's 1996 Form 10-KSB. The accounting policies utilized
in the preparation of the financial statements herein presented are the same as
set forth in the Company's annual financial statements except as modified for
appropriate interim accounting policies. The operating results of the three
months ended March 31, 1997 are not necessarily indicative of those which the
Company may experience for fiscal 1997.
Consolidation:
The financial statements include the accounts of the Company and its
wholly-owned subsidiaries, States Exploration Co. ("States"), Schreider &
Company, Inc. ("Schreider"), and American Gas Compression Services, Inc.
("AGCSI"). All significant intercompany transactions have been eliminated.
Certain reclassifications have been made to the March 31, 1996 statement of
operations to conform with the current period's presentation.
Net Loss Per Common and Common Equivalent Share:
Net loss per common share is computed on the basis of the weighted average
number of common shares outstanding during the period. Common Stock equivalents
are not included in the weighted average shares or net loss per share
calculation for the quarter ended March 31, 1997 and 1996, due to their effect
being antidilutive.
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ITEM 2 - MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources:
The Company continues to survive the turbulent price fluctuations of the
natural gas market. Price declines that started in late 1994 continued
downward, as adjusted for the seasonality of the commodity, through October
1996 when prices soared for a four month turnaround then fell backwards even
more dramatically. At the end of the March, 1997 quarter, the Company had
fourteen active compressor rentals compared to seventeen at the end of the same
quarter one year earlier. Thirty compressor units are available for rental or
sale. Management remains hopeful that pending opportunities are consummated
which will place several of the available units into long term service
situations and/or sales.
The Company recorded its first sale of the recovered 6 5/8 inch pipe in March,
1997 and has made additional sales in April 1997. If all of the pipe is sold at
the current pricing, the net proceeds should be sufficient to amortize
substantially all past due interest and principal associated with the Bonus
Interest Notes which was approximately $51,000 at March 31, 1997. Of the past
due amount, approximately $3,000 is due to a person that is not a major
shareholder or a relative of the major shareholders of the Company.
In summary, the Company's management and employees are continuing to work
toward profitable operations and meeting its obligations to creditors and
shareholders.
Results of Operations:
For the quarter ended March 31, 1997 the Company had a net loss to common
shareholders of $26,200 or $0.004 per share after undeclared and unpaid
dividends on its Series B Preferred Stock as compared to $5,400 for the quarter
ended March 31, 1996.
Oil and gas revenues declined $11,900 to $60,100 for the current quarter which
reflects the sale of substantially all of its non operated properties at
auction in June of 1996. Likewise production costs declined to $19,800 while
the gross margin before depreciation and depletion remained at approximately
$40,000 for the two comparable quarters. Depletion expense on oil and gas
properties remained at $25,000 for both the 1997 and 1996 quarter.
Compressor rental revenues and costs were up for the March 31, 1997 period over
the same period in 1996; however, the gross margin dropped $20,400 for the
current period. Over half of this decline is attributable to one short term
compressor contract that was terminated when the leasee company sold its
operation to another company that did not continue the compression plan of the
Company's original customer. Costs in excess of rentals were expensed currently
and may be recovered if and when the unit is re-leased or sold.
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Sales and service of oil and gas field equipment was $167,300 for the first
quarter of 1997 compared to $14,400 for 1996. While the gross margins continue
to be small, management and sales personnel believe there is opportunity in
this area for future growth which in turn will enhance the compression rental
and sales segment of the business. Included in the 1997 amounts are $9,000 in
sales and costs associated with the initial sale of the 6 5/8 inch gas pipe
recovered in 1996. Additional sales in April, 1997 will allow the recovery of
approximately $18,000 in costs included in inventory at March 31, 1997 plus
additional costs associated with the sale. All other items of revenue and costs
are comparable between the two periods.
The Company's loss in the first quarter of $26,200 may not be an indicator of
future periods of 1997; however, weakening oil and gas prices may be more than
seasonal declines and impede the return to profitable operations.
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PART II. OTHER INFORMATION
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
27 Financial Data Schedule
(b) Reports on Form 8-K
None
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SIGNATURES
In accordance with 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.
AMERICAN ATLAS RESOURCE CORPORATION
/s/Rudy C. Schreider, Jr. May 5, 1997
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Rudy C. Schreider, Jr. Chief Executive Officer
Director
The Company is actively looking for qualified replacements for its two
directors and will fill the vacancies as soon as practical.
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EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
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27 Financial Data Schedule
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