UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 30, 2009
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _______
Commission File Number: 333-146561
SYNERGY RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Colorado 20-2835920
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20203 Highway 60, Platteville, Colorado 80651
---------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (970) 737-1073
N/A
- ----------------------------------------------------------------------
Former name, former address, and former fiscal year, if changed
since last report
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Larger accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 11,998,000 shares outstanding
as of January 11, 2010.
SYNERGY RESOURCES CORPORATION
Index
Page
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of November 30, 2009 (unaudited)
and August 31, 2009 3
Statements of Operations for the three months ended
November 30, 2009 and 2008, and for the period from
inception (December 28, 2007) to November 30, 2009 (unaudited) 4
Statements of Cash Flows for the three months ended
November 30 , 2009 and 2008, and for the period from
inception (December 28, 2007) to November 30, 2009 (unaudited) 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 17
Item 4. Controls and Procedures 21
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds 23
Item 3. Defaults Upon Senior Securities 23
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 5. Other Information 23
Item 6. Exhibits 23
SIGNATURES 24
- 2 -
SYNERGY RESOURCES CORPORATION
BALANCE SHEETS
November 30, August 31,
2009 2009
-------------------------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 1,260,339 $ 2,854,659
Accounts receivable 654,698 84,643
Accounts receivable, related party 311,235 -
Inventory 700,636 1,132,685
Other current assets 41,890 21,105
------------- -------------
Total current assets 2,968,798 4,093,092
------------- -------------
Property and equipment, at cost:
Oil and gas properties, full cost
method, net 2,901,473 653,435
Other property and equipment, net 930 1,041
------------- -------------
Property and equipment, net 2,902,403 654,476
------------- -------------
Other assets 85,000 85,000
------------- -------------
Total assets $ 5,956,201 $ 4,832,568
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,856,109 $ 622,734
Accounts payable, related party 160,894 -
Accrued expenses 45,971 59,579
Bank loan payable 1,161,811 1,161,811
------------- -------------
Total current liabilities 3,224,785 1,844,124
------------- -------------
Commitments and contingencies (See Note 7)
Shareholders' equity:
Preferred stock - $0.01 par value, 10,000,000
shares authorized:
no shares issued and outstanding - -
Common stock - $0.001 par value, 100,000,000
shares authorized:
11,998,000 shares issued and outstanding 11,998 11,998
Additional paid-in capital 15,526,338 15,521,697
Accumulated (Deficit) (12,806,920) (12,545,251)
------------- -------------
Total shareholders' equity 2,731,416 2,988,444
------------- -------------
Total liabilities and shareholders' equity $ 5,956,201 $ 4,832,568
============= =============
The accompanying notes are an integral part of these financial statements.
3
SYNERGY RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
for the three months ended November 30, 2009 and 2008
(unaudited)
Three Months Three Months
Ended Ended
November 30, November 30,
2009 2008
------------ ------------
Oil and gas revenues $ 52,786 $ -
------------ ------------
Expenses:
Lease operating expenses 7,890 2,400
Depreciation, depletion, and amortization 28,206 -
General and administrative 221,132 3,629,999
Administrative services contract - related party 60,000 60,000
Consulting fees - related party - 30,000
------------ ------------
Total expenses 317,228 3,722,399
------------ ------------
Operating loss (264,442) (3,722,399)
Interest income 2,773 7,463
------------ ------------
Loss before taxes (261,669) (3,714,936)
Provision for income taxes - -
------------ ------------
Net loss $ (261,669) $(3,714,936)
============ ============
Net loss per common share:
Basic and Diluted $ (0.02) $ (0.34)
============ ============
Weighted average shares outstanding:
Basic and Diluted 11,998,000 10,874,185
============ ============
The accompanying notes are an integral part of these financial statements.
4
SYNERGY RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
for the three months ended November 30, 2009 and 2008
(unaudited)
Three Months Three Months
Ended Ended
November 30, 2009 November 30, 2008
----------------- -----------------
Cash flows from operating activities:
Net loss $ (261,669) $ (3,714,936)
---------------- ----------------
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock-based compensation 4,641 3,424,755
Depreciation, depletion and
amortization 28,206 -
Changes in operating assets and
liabilities:
Increase in accounts receivable (881,290) -
Increase in other current assets (20,785) (17,287)
Increase in accounts payable 17,484 127,197
Increase (decrease) in accrued
taxes and expenses (13,608) 2,486
Effect of merger on operating
assets (liabilities) - (31,437)
---------------- ----------------
Total adjustments (865,352) 3,505,714
---------------- ----------------
Net cash used in operating activities (1,127,021) (209,222)
---------------- ----------------
Cash flows from investing activities:
Acquisition of property and equipment (467,299) (264,814)
Cash acquired in merger - 3,987
---------------- ----------------
Net cash used in investing activities (467,299) (260,827)
---------------- ----------------
Cash flows from financing activities:
Cash proceeds from sale of stock - 52,294
Payment of deferred offering costs - (158,000)
---------------- ----------------
Net cash used in financing activities - (105,706)
---------------- ----------------
Net decrease in cash and equivalents (1,594,320) (575,755)
Cash and equivalents at beginning of
period 2,854,659 2,292,341
---------------- ----------------
Cash and equivalents at end of period $ 1,260,339 $ 1,716,586
================ ================
The accompanying notes are an integral part of these financial statements.
5
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
1. Description of Business and Summary of Significant Accounting Policies
Basis of Presentation: Synergy Resources Corporation (the "Company")
represents the result of a merger transaction on September 10, 2008 between
Brishlin Resources, Inc. ("Predecessor Brishlin"), a public company, and Synergy
Resources Corporation ("Predecessor Synergy"), a private company. In conjunction
with the transaction, Predecessor Brishlin changed its name to Synergy Resources
Corporation. The Company was organized under the laws of the State of Colorado
and, for accounting purposes, the inception date is deemed to be December 28,
2007, the day that Predecessor Synergy was organized. The Company is engaged in
oil and gas acquisitions, exploration, development and production activities,
primarily in the area known as the Denver-Julesburg Basin. The Company has
adopted August 31st as the end of its fiscal year.
Interim Financial Information: The interim financial statements included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") as promulgated
in Item 210 of Regulation S-X. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America ("US GAAP") have
been condensed or omitted pursuant to such SEC rules and regulations. The
Company believes that the disclosures included are adequate to make the
information presented not misleading, and recommends that these financial
statements be read in conjunction with the audited financial statements and
notes thereto for the period ended August 31, 2009.
In management's opinion, the unaudited financial statements contained
herein reflect all adjustments, consisting solely of normal recurring items,
which are necessary for the fair presentation of the Company's financial
position, results of operations, and cash flows on a basis consistent with that
of its prior audited financial statements. However, the results of operations
for interim periods may not be indicative of results to be expected for the full
fiscal year.
Exploration Stage Company: As of August 31, 2009, the Company was
considered an exploration stage company for accounting purposes. During the
three months ended November 30, 2009, the Company completed the requirements to
exit the exploration stage.
Reclassifications: Certain amounts previously presented for prior periods
have been reclassified to conform with the current presentation. The
reclassifications had no effect on net loss, total assets, or total
shareholders' equity.
Cash and Cash Equivalents: The Company considers cash in banks, deposits
in transit, and highly liquid debt instruments purchased with original
maturities of three months or less to be cash and cash equivalents.
6
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
Inventory: Inventories consist primarily of tubular goods and well
equipment to be used in future drilling operations or repair operations and are
carried at the lower of cost or market.
Oil and Gas Properties: The Company uses the full cost method of
accounting for costs related to its oil and gas properties. Accordingly, all
costs associated with acquisition, exploration, and development of oil and gas
reserves (including the costs of unsuccessful efforts) are capitalized into a
single full cost pool. These costs include land acquisition costs, geological
and geophysical expense, carrying charges on non-producing properties, costs of
drilling and overhead charges directly related to acquisition and exploration
activities.
Capitalized costs of oil and gas properties are amortized using the
units-of-production method based upon estimates of proved reserves. For
amortization purposes, the volume of petroleum reserves and production is
converted into a common unit of measure at the energy equivalent conversion rate
of six thousand cubic feet of natural gas to one barrel of crude oil.
Investments in unevaluated properties and major development projects are not
amortized until proved reserves associated with the projects can be determined
or until impairment occurs. If the results of an assessment indicate that the
properties are impaired, the amount of the impairment is added to the
capitalized costs to be amortized.
Under the full cost method of accounting, a ceiling test is performed each
quarter. The full cost ceiling test is an impairment test prescribed by SEC
regulations. The ceiling test determines a limit on the book value of oil and
gas properties. The capitalized costs of proved oil and gas properties, net of
accumulated depreciation, depletion, and amortization, the related deferred
income taxes, and the cost of unevaluated properties, may not exceed the
estimated future net cash flows from proved oil and gas reserves, less future
cash outflows associated with asset retirement obligations that have been
accrued plus the lower of cost or estimated fair value of unevaluated properties
not being amortized. Prices are held constant for the productive life of each
well. Net cash flows are discounted at 10%. If net capitalized costs exceed this
limit, the excess is charged to expense and reflected as additional accumulated
depreciation, depletion and amortization. The calculation of future net cash
flows assumes continuation of current economic conditions, including current
prices and costs. The ceiling is highly sensitive to changing prices for oil and
gas. Once impairment expense is recognized, it cannot be reversed in future
periods, even if increasing prices raise the ceiling amount. For the year ended
August 31, 2009, the Company made a provision for impairment of oil and gas
properties of $945,079. For the three months ended November 30, 2009, no
provision for impairment was required.
Oil and Gas Reserves: The determination of depreciation, depletion and
amortization expense, as well as ceiling test write-downs related to the
recorded value of the Company's oil and natural gas properties, will be highly
dependent on the estimates of the proved oil and natural gas reserves. Oil and
natural gas reserves include proved reserves that represent estimated quantities
of crude oil and natural gas which geological and engineering data demonstrate
with reasonable certainty to be recoverable in future years from known
reservoirs under existing economic and operating conditions. There are numerous
7
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
uncertainties inherent in estimating oil and natural gas reserves and their
values, including many factors beyond the Company's control. Accordingly,
reserve estimates are often different from the quantities of oil and natural gas
ultimately recovered and the corresponding lifting costs associated with the
recovery of these reserves.
Major Customer and Operating Region: The Company operates exclusively
within the United States. Except for cash investments, all of the Company's
assets are employed in, and all of its revenues are derived from, the oil and
gas industry. For the three months ended November 30, 2009, all of the Company's
sales were to one customer. As of November 30, 2009, the accounts receivable
balance was due from four customers, including other working interest owners
which have been billed for their proportionate share of wells in progress.
Revenue Recognition: Revenue is generally recognized for the sale of oil
and gas when there is persuasive evidence of a sale arrangement, delivery has
occurred, the price is determinable, and collection of sales proceeds is
reasonably assured. Revenue is accrued when these four conditions have been
satisfied and reasonable estimates can be made. Revenue estimates are prepared
for the quantity of petroleum product delivered to the customer and the price
that will be received. Payment is received at a later date, often sixty to
ninety days after production. Revenue accruals are adjusted to reflect updated
information as it is received.
Earnings Per Share Amounts: Basic earnings per share includes no dilution
and is computed by dividing net income (or loss) by the weighted-average number
of shares outstanding during the period. Diluted earnings per share reflect the
potential dilution of securities that could share in the earnings of the
Company. As of November 30, 2009, the Company has outstanding 9,261,466
potentially dilutive securities, all of which were excluded from the calculation
because they were anti-dilutive. Also as of November 30, 2009, the Company had a
contingent obligation to issue 63,466 potentially dilutive securities, all of
which were excluded from the calculation because the contingency conditions had
not been met.
Stock-Based Compensation: The Company records stock-based compensation by
estimating the fair value of stock options at their grant date using the
Black-Scholes-Merton option-pricing model and provides for expense recognition
over the service period, if any, of the stock option. The Company accounts for
common stock issued to employees for services based on the fair value of the
equity instruments issued, and accounts for common stock issued to other than
employees based on the fair value of the consideration received or the fair
value of the equity instruments, whichever is more reliably measurable.
Income Taxes: Deferred income taxes are reported for timing differences
between items of income or expense reported in the financial statements and
those reported for income tax purposes using the asset/liability method of
accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and for tax loss and credit carry-forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
8
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
expected to be recovered or settled. The Company provides for deferred taxes for
the estimated future tax effects attributable to temporary differences and
carry-forwards when realization is more likely than not.
Use of Estimates: The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Management
routinely makes judgments and estimates about the effects of matters that are
inherently uncertain. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Estimates and assumptions are revised periodically
and the effects of revisions are reflected in the financial statements in the
period it is determined to be necessary. Actual results could differ from these
estimates.
Concentration of Credit Risk: The Company's operating cash balances are
maintained in one primary financial institution and currently exceed federally
insured limits. The Company believes that the financial strength of this
institution mitigates the underlying risk of loss. To date, these concentrations
of credit risk have not had a significant impact on the Company's financial
position or results of operations.
Recently Adopted Accounting Standards: The Company evaluates the
pronouncements of various authoritative accounting organizations, primarily the
Financial Accounting Standards Board ("FASB"), the SEC, and the Emerging Issues
Task Force ("EITF"), to determine the impact of new pronouncements on US GAAP
and the impact on the Company. The Company has recently adopted the following
new accounting standards:
Accounting Standards Codification - In June, 2009, FASB established the
FASB Accounting Standards Codification ("ASC") as the single source of
authoritative GAAP. The ASC is a new structure which took existing accounting
pronouncements and organized them by accounting topic. Relevant authoritative
literature issued by the Securities and Exchange Commission ("SEC") and select
SEC staff interpretations and administrative literature was also included in the
ASC. All other accounting guidance not included in the ASC is non-authoritative.
The ASC was effective for interim and annual reporting periods ending after
September 15, 2009. The adoption of the ASC did not have an impact on the
Company's financial position, results of operations or cash flows.
Business Combinations - In December 2007, the guidance for business
combinations was updated to provide new guidance for recognizing and measuring
identifiable assets and goodwill acquired, liabilities assumed, and any
non-controlling interest in the acquiree. The updated guidance also provides
disclosure requirements to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The Company
adopted the updated guidance on September 1, 2009 and it will be applied to any
future acquisitions.
9
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
Non-controlling Interests - In December 2007, the guidance for
non-controlling Interests was updated to establish accounting and reporting
standards pertaining to: (i) ownership interests in subsidiaries held by parties
other than the parent ("non-controlling interest"), (ii) the amount of net
income attributable to the parent and to the non-controlling interest, (iii)
changes in a parent's ownership interest, and (iv) the valuation of any retained
non-controlling equity investment when a subsidiary is deconsolidated. If a
subsidiary is deconsolidated, any retained non-controlling equity investment in
the former subsidiary is measured at fair value and a gain or loss is recognized
in net income based on such fair value. For presentation and disclosure
purposes, the guidance requires non-controlling interests (formerly referred to
as minority interest) to be classified as a separate component of equity. The
Company adopted the updated guidance on September 1, 2009. The adoption had no
impact on the Company's financial position, results of operations or cash flows.
Recent Accounting Pronouncements: There were various accounting standards
and interpretations recently issued which have not yet been adopted, including:
Oil and Gas Disclosures - On December 29, 2008, the SEC announced final
approval of new requirements for reporting oil and gas reserves to be effective
in January 2010. The new disclosure requirements provide for consideration of
new technologies in evaluating reserves, allow companies to disclose their
probable and possible reserves to investors, report oil and gas reserves using
an average price based on the prior 12 month period rather than year-end prices,
and revise the disclosure requirements for oil and gas operations. The
accounting for the limitation on capitalized costs for full cost companies will
also be revised. The new rule is effective for years ending on or after December
31, 2009, and early adoption is not permitted. The Company has not yet evaluated
the effects on its financial statements and disclosures.
There were various other accounting standards and interpretations issued
recently, none of which are expected to a have a material impact on the
Company's financial position, operations or cash flows.
2. Management Plan
The report of the Company's independent registered public accounting firm
on the Company's audited financial statements as of August 31, 2009, contained
an explanatory paragraph expressing significant uncertainty about the Company's
ability to continue as a going concern. Since August 31, 2009, events have
occurred that mitigate the uncertainties.
During the three months ended November 30, 2009, the Company drilled
eleven wells to total depth and each well encountered commercially productive
formations. The Company expects that these wells will be completed and brought
on-stream during the next several months. On December 29, 2009, the Company
received net proceeds of $3,743,824 from the sale of 41.65 units in a private
offering. It is believed that the proceeds from this offering are sufficient to
fund the completion of wells in progress and to meet existing obligations for
the next twelve months.
10
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
Subject to the availability of additional funding, the Company plans to
expand its drilling program to include 24 new wells and may raise additional
capital through the sale of its common stock and the issuance of debt
instruments, and may also seek other funding or corporate transactions to
achieve its business objectives.
3. Property and Equipment
Oil and gas property primarily consists of various interests in oil and
gas leases, eleven wells in progress and two producing wells.
Capitalized costs of property and equipment at November 30, 2009 and
August 31, 2009, consisted of the following:
Oil and Gas Properties, full cost method: November 30, 2009 August 31, 2009
----------------- ---------------
Unevaluated costs, not subject to
amortization:
Acquisition and other costs $ 642,081 $ 420,478
Wells in progress 2,035,845 --
------------- -------------
Subtotal, unevaluated costs 2,677,926 420,478
------------- -------------
Evaluated costs:
Producing and non-producing 1,294,030 1,275,345
Less, accumulated depletion and
impairment (1,070,483) (1,042,388)
------------- -------------
Subtotal, evaluated costs 223,547 232,957
------------- -------------
Oil and gas properties, net 2,901,473 653,435
------------- -------------
Other property and equipment:
Office equipment 1,337 1,337
Less, accumulated depreciation (407) (296)
------------- -------------
Other property and equipment, net 930 1,041
------------- -------------
Total Property and Equipment, net $ 2,902,403 $ 654,476
============= =============
The capitalized costs of evaluated oil and gas properties are depleted
using the units-of-production method based on estimated reserves and the
calculation is performed quarterly. Production volumes for the quarter are
compared to beginning of quarter estimated total reserves to calculate a
depletion rate. For the three months ended November 30, 2009, depletion of oil
and gas properties was $28,095, or $7.22 per barrel of oil equivalent, and
depreciation of other property and equipment was $111.
11
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
4. Bank Loan Payable
In May 2009, the Company borrowed $1,161,811 from a commercial bank. The
loan proceeds were used to purchase, and the loan is collateralized primarily
by, pipe used to drill and complete oil and gas wells. The maximum allowable
borrowing amount may be reduced by a reduction in the collateral. Effective
November 1, 2009, terms of the agreement were modified to provide for 24 monthly
payments of $16,738, including principal and interest. The loan bears interest
at the prime rate plus 1/2%, with a minimum interest rate of 5.5%. The loan
maturity date is November 1, 2011 at which time the entire remaining principal
balance will be due. Interest costs of $16,152 were incurred during the period
ended November 30, 2009. The loan is classified as a current liability because
the outstanding principal balance will be reduced as the tubular goods are
utilized, which is expected to occur during the next twelve months.
The Company capitalizes interest on expenditures made in connection with
exploration and development projects that are not subject to current
amortization. Interest is capitalized during the period that activities are in
progress to bring the projects to their intended use. During the three months
ended November 30, 2009, interest expense of $16,152, was capitalized.
5. Shareholders' Equity
As of November 30, 2009, there were various warrants outstanding to
purchase 5,161,466 shares of common stock. Each Series A warrant entitles the
holder to purchase one share of common stock at a price of $6.00 per share. The
Series A warrants expire on December 31, 2012, or earlier under certain
conditions. As of November 30, 2009, there were Series A warrants outstanding to
purchase 4,098,000 shares of common stock. Each Series B warrant entitles the
holder to purchase one share of common stock at a price of $10.00 per share. The
Series B warrants expire on December 31, 2012, or earlier under certain
conditions. As of November 30, 2009, there were Series B warrants outstanding to
purchase 1,000,000 shares of common stock. In addition to the Series A and B
warrants, the Company issued 31,733 placement agent warrants in connection with
the Private Offering Memorandum dated December 1, 2008. Each placement agent
warrant entitles the holder to purchase one Unit (which Unit is identical to the
Units sold under the Private Offering Memorandum dated December 1, 2008) at a
price of $3.60. Each Unit consists of two shares of common stock, one Series A
warrant, and one Series B warrant. To maintain comparability of the placement
agent warrants with the other warrants, the placement agent warrants are
presented as 63,466 shares at an exercise price of $1.80. The Series A and
Series B warrants issuable upon exercise of the placement agent warrants are not
considered outstanding for accounting purposes until such time, if ever, that
the placement agent warrants are exercised, and are disclosed as a commitment in
the Related Party Transactions and Commitments footnote.
12
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
The following table summarizes activity for common stock warrants for the
period from August 31, 2009 to November 30, 2009:
Weighted
Number of average
warrants exercise price
--------- --------------
Outstanding, August 31, 2009 5,161,466 $6.72
Granted -- --
Exercised -- --
-----------
Outstanding, November 30, 2009 5,161,466 $6.72
===========
The following table summarizes information about the Company's issued and
outstanding common stock warrants as of November 30, 2009:
Remaining Exercise
Contractual Price times
Number of Life (in Number of
Exercise Price Shares years) Shares
- -------------- --------- ----------- -----------
$1.80 63,466 3.1 $ 114,239
$6.00 4,098,000 3.1 $ 24,588,000
$10.00 1,000,000 3.1 $ 10,000,000
6. Stock-Based Compensation
The Company recorded stock-based compensation expense of $4,641 and
$3,424,755 for the three months ended November 30, 2009 and 2008, respectively.
The estimated unrecognized compensation cost from unvested stock options
as of November 30, 2009 was approximately $168,000, which will be recognized
ratably through December 31, 2013.
The following table summarizes activity for stock options for the period
from August 31, 2009 to November 30, 2009:
Number of Weighted average
shares exercise price
--------- ----------------
Outstanding August 31, 2009 4,100,000 $ 5.44
Granted -- --
Exercised -- --
------------
Outstanding, November 30, 2009 4,100,000 $ 5.44
============
13
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
The following table summarizes information about outstanding stock options
as of November 30, 2009:
Remaining Weighted
Contractual Average Aggregate
Exercise Number Life (in Exercise Number Intrinsic
Prices of Shares years) Price Exercisable Value
- ------------- ---------- ------------- ---------- ------------------------
$10.00 2,000,000 3.5 $10.00 2,000,000 --
$1.00 2,000,000 3.5 $1.00 2,000,000 $700,000
$3.00 100,000 9.1 $3.00 -- --
---------- -----------
4,100,000 $5.44 4,000,000
========== ===========
7. Related Party Transactions and Commitments
The Company's executive officers control two entities that have entered
into agreements with the Company. The entities are Petroleum Management, LLC
("PM") and Petroleum Exploration and Management, LLC ("PEM"). One agreement
provides various administrative services to the Company and the other agreement
provides an option to acquire certain oil and gas interests.
Effective June 11, 2008, the Company entered into an Administrative
Services Agreement with PM. The Company will pay $10,000 per month for leasing
office space and an equipment yard located in Platteville, Colorado, and will
pay $10,000 per month for office support services including secretarial service,
word processing, communication services, office equipment and supplies.
Additional goods or services provided to the Company by PM, such as employees,
independent contractors or oil and gas professionals, and equipment, will be
reimbursed at actual cost. Either party may terminate the agreement with 30 days
notice. For each of the three month periods ended November 30, 2009 and 2008,
the Company paid $60,000 under the administrative services agreement.
Effective August 7, 2008, the Company entered into a letter of intent with
the related entities that provides an option to acquire working interests in oil
and gas leases which are owned by PM and/or PEM. The oil and gas leases cover
640 acres in Weld County, Colorado, and subject to certain conditions, will be
transferred to the Company for payment of $1,000 per net mineral acre. The
working interests in the leases vary but the net revenue interest in the leases,
if acquired by the Company, will not be less than 75%. The letter of intent had
an original expiration date of November 1, 2008, but has been extended by mutual
agreement to August 31, 2010.
14
SYNERGY RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
During the quarter ended November 30, 2009, the Company agreed to purchase
certain oil and gas equipment with an aggregate cost of $209,440 from PM. As of
November 30, 2009, accounts payable of $160,894 was due to PM. PEM is a joint
working interest owner of certain wells in progress. During the three months
ended November 30, 2009, costs of $311,235 were incurred on behalf of PEM, all
of which were settled subsequent to November 30, 2009.
On June 11, 2008, the Company entered into two year employment agreements
with its executive officers. For each of the three month periods ended November
30, 2009 and 2008, the Company paid $75,000 under these agreements.
The Company issued 31,733 placement agent warrants in connection with the
Private Offering Memorandum dated December 1, 2008. Each placement agent warrant
entitles the holder to purchase one Unit (which Unit is identical to the Units
sold under the Private Offering Memorandum dated December 1, 2008) at a price of
$3.60. Each Unit consists of two shares of common stock, one Series A warrant,
and one Series B warrant. The Series A and Series B warrants issuable upon
exercise of the placement agent warrants are not considered outstanding for
accounting purposes until such time, if ever, that the placement agent warrants
are exercised. In the event that the placement agent warrants are exercised, the
Company will be obligated to issue 31,733 Series A warrants and 31,733 Series B
warrants.
8. Subsequent Events
The Company evaluated all events subsequent to the balance sheet date of
November 30, 2009 through January 13, 2010, the date that these financial
statements were available to be issued and has determined that, except as set
forth below, there are no subsequent events that require disclosure.
Effective December 29, 2009, the Company received net proceeds of
$3,743,824 from the sale of 41.65 units in a private offering. Each unit
consists of one convertible promissory note in the principal amount of $100,000
and 50,000 warrants to purchase common stock. The notes are convertible into
common stock at $1.60 per share. The notes bear interest at an annual rate of 8%
and mature on December 31, 2012. Each warrant entitles the holder to purchase
one share of common stock at $6.00 per share.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
We evaluate undeveloped oil and gas prospects and participate in drilling
activities on those prospects, which, in the opinion of management, are
favorable for the production of oil or gas. If, through our review, a
geographical area indicates geological and economic potential, we will attempt
to acquire leases or other interests in the area. We may then attempt to sell
portions of our leasehold interests in a prospect to third parties, thus sharing
the risks and rewards of the exploration and development of the prospect with
the other owners. One or more wells may be drilled on a prospect, and if the
results indicate the presence of sufficient oil and gas reserves, additional
wells may be drilled on the prospect.
We may also:
o acquire a working interest in one or more prospects from others and
participate with the other working interest owners in drilling, and if
warranted, completing oil or gas wells on a prospect, or
o purchase producing oil or gas properties.
We are licensed as an oil and gas operator in Colorado.
Our first oil and gas well began producing in February, 2009. Prior to
that time we did not have any revenue from the sale of oil or gas. As of
December 31, 2009 we had:
o two producing oil and gas wells; and
o eleven wells which were in the process of completion.
Our future plans will be dependent upon the amount of capital we are able
to raise. We expect that most of our wells will be drilled in the Denver -
Julesburg ("D-J") Basin in northeast Colorado.
The following discussion analyzes our financial condition at November 30,
2009 and summarizes the results of our operations for the three months ended
November 30, 2009 and 2008. This discussion and analysis should be read in
conjunction with the financial statements included as part of this report and
with our audited financial statements for the period ended August 31, 2009,
including footnotes thereto, and the discussion and analysis included in our
10-K report filed with the SEC.
Exploration Stage Company. We were considered an exploration stage company
for accounting purposes until August 31, 2009. During the three months ended
November 30, 2009, we drilled 11 development wells which are expected to begin
generating revenue during the next several months. Accordingly, our November 30,
2009 financial statements are presented to reflect our exit from the exploration
stage.
16
Going Concern. The report of our independent registered public accounting
firm on our audited financial statements as of August 31, 2009 contained an
explanatory paragraph expressing significant uncertainty about our ability to
continue as a going concern. The factors that contributed to this uncertainty
include our status as an exploration stage company, our need to raise
significant additional capital to fund our business plan, and the operating
losses that we have incurred since inception. Since August 31, 2009, events have
occurred that mitigate the uncertainties.
During the three months ended November 30, 2009, we drilled eleven wells
to total depth and each well encountered commercially productive formations.
These wells will be completed and brought on-stream during the next several
months. On December 29, 2009, we received net proceeds of $3,743,824 from the
sale of 41.65 units in a private offering. It is believed that the proceeds from
this offering are sufficient to fund the completion of wells in progress and to
meet existing obligations for the next twelve months.
RESULTS OF OPERATIONS
The factors that will most significantly affect our results of operations
will be (i) the sales prices of crude oil and natural gas, (ii) the amount of
production from oil or gas wells in which we have an interest, and (iii) and
lease operating expenses. Our revenues will also be significantly impacted by
our ability to maintain or increase oil or gas production through exploration
and development activities. Other than the foregoing, we do not know of any
trends, events or uncertainties that will have or are reasonably expected to
have a material impact on our sales, revenues or expenses.
Material changes of certain items in our statements of operations for the
three months ended November 30, 2009 and 2008 are discussed below.
Oil and Gas Revenues, Lease Operating Expenses, and Depreciation,
Depletion and Amortization increased during the three months ended November 30,
2009. Our first wells began producing in February, 2009. We did not have an
interest in any producing oil or gas wells during the three months ended
November 30, 2008.
Oil and gas sales for the three months ended November 30, 2009 are
summarized in the following table:
Oil Gas Total
--------- -------- -----
(bbl) (mcf) (boe)
Revenues $46,205 $ 6,581 $ 52,786
Average sales price $ 58.12 $ 3.67 $ 48.25
Stock-Based Compensation decreased during the current three-month period.
In connection with our acquisition of predecessor Synergy in September 2008, we
issued options covering 4,000,000 shares of common stock to replace similar
17
options that had previously been issued by predecessor Synergy. When stock
options are issued, we calculate a non-cash expense based upon an estimated fair
value for the options. We estimate fair values using the Black-Scholes-Merton
option-pricing model. The estimated fair value is recorded as an expense on a
pro-rata basis over the vesting period of the options. We estimated that the
fair value of the replacement options exceeded the fair value of the surrendered
options by $10,185,345. The pro-rata portion of the fair value of the options
allocated to the three months ended November 30, 2008 was $3,424,755. During the
three months ended November 30, 2009, we recognized a portion ($4,641) of the
fair value of 100,000 options which were issued to an employee in December 2008.
LIQUIDITY AND CAPITAL RESOURCES
Our sources and (uses) of funds for the three months ended November 30,
2009 and 2008 are shown below:
Three Months Ended
--------------------------------------
November 30, 2009 November 30, 2008
Cash provided by (used in) operating
activities $(1,127,021) $ 209,222)
Acquisition of oil and gas properties,
equipment, and expenditures on
wells in progress (467,299) (264,814)
Proceeds from sale of stock -- 52,294
Deferred offering costs -- (158,000)
Other -- 3,987
Use of cash on hand at beginning
of three-month period 1,594,320 575,755
In May 2009, we borrowed $1,161,811 from a commercial bank. The loan
proceeds were used to purchase, and the loan is collateralized primarily by,
pipe used to drill and complete oil and gas wells. The loan bears interest at
the prime rate plus 1/2% and requires monthly payment of principal and interest
of $16,738.
The maturity date of the loan was subsequently extended to November 1,
2011, at which time all unpaid principal and interest is due. We classified the
loan as a current liability since we expect to reduce the outstanding principal
balance as the pipe is used.
In December 2009, we received net proceeds of $3,743,824 from the private
sale of 41.65 Units. The Units were sold at a price of $100,000 per Unit.
Each Unit consisted of one Promissory Note in the principal amount of
$100,000 and 50,000 warrants. The Notes bear interest at 8% per year, payable
quarterly, and mature on December 31, 2012. At any time after May 31, 2010 the
Notes can be converted into shares of our common stock, initially at a
18
conversion price of $1.60 per share. Each warrant entitles the holder to
purchase one share of our common stock at a price of $6.00 per share. The
warrants expire December 31, 2014.
With the proceeds from the December 2009 offering, we plan to drill and
complete oil and gas wells in the Wattenburg field located in the
Denver-Julesburg Basin. The Notes will be secured by any oil or gas wells
drilled, completed or acquired with the proceeds from the offering.
As of December 31, 2009, our operating expenses requiring cash were
approximately $95,000 per month, which amount includes salaries and other
corporate overhead. Our capital requirements for the next twelve months include
participation in 35 gross wells (in which our interest will approximate 24 net
wells) and various other projects for total costs of approximately $15,000,000
to $18,000,000. As our capital expenditure plans exceed our capital resources,
we plan to seek additional funding. Our capital expenditure plans are subject to
periodic revision based upon the availability of funds and expected return on
investment.
It is expected that our principal source of cash flow will be from the
sale of our securities and from the production and sale of crude oil and natural
gas reserves, which are depleting assets. Cash flow from the sale of oil and gas
production depends upon the quantity of production and the price obtained for
the production. An increase in prices will permit us to finance our operations
to a greater extent with internally generated funds, may allow us to obtain
equity financing more easily or on better terms, and lessens the difficulty of
obtaining financing. However, price increases heighten the competition for oil
and gas prospects, increase the costs of exploration and development, and,
because of potential price declines, increase the risks associated with the
purchase of producing properties during times that prices are at higher levels.
A decline in oil and gas prices (i) will reduce our cash flow which in
turn will reduce the funds available for exploring for and replacing oil and gas
reserves, (ii) will increase the difficulty of obtaining equity and debt
financing and worsen the terms on which such financing may be obtained, (iii)
will reduce the number of oil and gas prospects which have reasonable economic
terms, (iv) may cause us to permit leases to expire based upon the value of
potential oil and gas reserves in relation to the costs of exploration, (v) may
result in marginally productive oil and gas wells being abandoned as
non-commercial, and (vi) may increase the difficulty of obtaining financing.
However, price declines reduce the competition for oil and gas properties and
correspondingly reduce the prices paid for leases and prospects.
We plan to generate profits by drilling productive oil or gas wells.
However, we will need to raise the funds required to drill new wells through the
sale of its securities, from loans from third parties or from third parties
willing to pay our share of drilling and completing the wells. We do not have
any commitments or arrangements from any person to provide us with any
additional capital. If additional financing is not available when needed, we may
need to cease operations. We may not be successful in raising the capital needed
to drill oil or gas wells. Any wells which may be drilled by us may not be
productive of oil or gas.
19
MISCELLANEOUS
In addition to the amounts recorded as current liabilities as of November
30, 2009, we have contractual obligations for service contracts totaling
$270,000, all of which are expected to be satisfied during the next twelve
months.
We do not have any off-balance sheet arrangements that have or are
reasonable likely to have a current or future effect on our financial condition,
changes in financial condition, results of operations, liquidity or capital
resources.
We do not currently engage in any commodity hedging activities, although
we may do so in the future.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:
- statements concerning the benefits that we expect will result from our
business activities and results of exploration that we contemplate or
have completed, such as increased revenues; and
- statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts.
These statements may be made expressly in this document or may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.
These forward-looking statements are subject to numerous assumptions,
risks and uncertainties that may cause our actual results to be materially
different from any future results expressed or implied in those statements.
Because the statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied. We caution you not to put
undue reliance on these statements, which speak only as of the date of this
report. Further, the information contained in this document or incorporated
herein by reference is a statement of our present intention and is based on
present facts and assumptions, and may change at any time and without notice,
based on changes in such facts or assumptions.
The important factors that could prevent us from achieving our stated
goals and objectives include, but are not limited to, the following:
o The worldwide economic situation;
o Volatility in the price of oil and gas;
o Any change in interest rates or inflation;
20
o The willingness and ability of third parties to honor their
contractual commitments;
o Our ability to raise additional capital, as it may be affected by
current conditions in the stock market and competition in the oil and
gas industry for risk capital;
o Our capital costs, as they may be affected by delays or cost
overruns;
o Our costs of production;
o Environmental and other regulations, as the same presently exist
and may hereafter be amended;
o Our ability to identify, finance and integrate other acquisitions;
and
o Volatility of our stock price.
We undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by or on
our behalf.
Item 4. Controls and Procedures.
We maintain a system of controls and procedures designed to ensure that
information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by us in
the reports that we file or submit under the 1934 Act, is accumulated and
communicated to our management, including our Principal Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosure. As of November 30, 2009, under the supervision and with the
participation of our Principal Executive Officer and Principal Financial
Officer, management has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures. Based on that evaluation, the
Principal Executive Officer and Principal Financial Officer concluded that our
disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting
during the quarter ended November 30, 2009 that materially affected or are
reasonably likely to materially affect, our internal control over financial
reporting.
21
PART II
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Default Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits
a. Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for Edward Holloway.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for Frank L. Jennings.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for Edward Holloway and Frank L. Jennings.
22
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.
SYNERGY RESOURCES CORPORATION
Date: January 13, 2010
By: /s/ Ed Holloway
-----------------------------------
Ed Holloway, President and
Principal Executive Officer
Date: January 13, 2010
By: /s/ Frank L. Jennings
-----------------------------------
Frank L. Jennings, Principal
Financial and Accounting Officer