SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20449
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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Commission File number No. 0-14905
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AMERICAN INTERNATIONAL PETROLEUM CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 13-3130236
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 MADISON AVENUE, SUITE 3203, NEW YORK, NEW YORK 10022
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(Address of principal executive offices) (Zip Code)
(212) 688-3333
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 |X| No |_|
The number of shares outstanding of the registrant's Common Stock, $.08 par
value, as of May 14, 1998 is 51,573,761 shares.
Part I. Financial Information
ITEM 1. Financial Statements
AMERICAN INTERNATIONAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1998 1997
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Assets
Current assets:
Cash and cash equivalents $ 226,013 $ 3,721,350
Marketable securities, at market 735,958 735,958
Accounts and notes receivable, net 586,356 1,831,008
Inventory 2,649,967 755,720
Deferred financing costs 248,227 353,490
Prepaid expenses 256,879 1,244,277
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Total current assets 4,703,400 8,641,803
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Property, plant and equipment:
Unevaluated oil and gas property 13,337,555 11,724,477
Oil and gas properties -- --
Refinery property and equipment 26,829,153 22,816,897
Other 277,599 216,803
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40,444,307 34,758,177
Less - accumulated depreciation, depletion,
amortization and impairments (4,048,980) (3,894,015)
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Total property, plant and equipment 36,395,327 30,864,162
Notes receivable, less current portion 2,384,045 2,333,895
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Total assets $ 43,482,772 $ 41,839,860
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt 7,315,111 6,075,931
Accounts payable 1,822,615 1,452,642
Accrued liabilities 2,082,797 1,806,906
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Total current liabilities 11,220,523 9,335,479
Long-term debt -- --
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Total liabilities 11,220,523 9,335,479
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Stockholders' equity:
Preferred stock, par value $0.01, 7,000,000 shares
authorized, none issued -- --
Common stock, par value $.08, 100,000,000 shares
authorized, 48,910,522 shares issued and outstanding
at March 31, 1998 and 48,436,576 shares at December 31, 1997 3,912,842 3,874,926
Additional paid-in capital 108,554,394 107,987,091
Accumulated deficit (80,204,987) (79,357,636)
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Total stockholders' equity 32,262,249 32,504,381
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Commitments and contingent liabilities -- --
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Total liabilities and stockholders' equity $ 43,482,772 $ 41,839,860
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The accompanying notes are an integral part of these statements.
2
AMERICAN INTERNATIONAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
1998 1997
------------ ------------
Revenues:
Oil and gas production and $ -- $ 260,579
Refinery product sales 437,620 --
Other 68,425 35,250
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Total revenues 506,045 295,829
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Expenses:
Operating 303,148 98,765
General and administrative 818,883 1,648,538
Depreciation, depletion and
amortization 154,965 250,743
Interest 76,400 573,041
Unrealized loss on marketable securities -- 1,753,750
Provision for bad debts -- 5,118
Loss on sale of subsidiaries -- 563,667
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Total expenses 1,353,396 4,893,622
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Net loss $ (847,351) $ (4,597,793)
============ ============
Net loss per share of common stock $ (0.02) $ (0.13)
============ ============
Weighted-average number of shares
of common stock outstanding 48,694,657 36,281,693
============ ============
The accompanying notes are an integral part of these statements.
3
AMERICAN INTERNATIONAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
1998 1997
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Cash flows from operating activities:
Net loss $ (847,351) $(4,597,793)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation, depletion, amortization and accretion of
discount on debt 154,965 586,247
Accretion of premium on notes receivable (50,150) --
Realized and unrealized loss on marketable securities -- 1,753,750
Provision for bad debts -- 5,118
Loss on sale of subsidiaries -- 563,667
Non-cash provision for services 196,900 --
Changes in assets and liabilities:
Accounts and notes receivable 1,244,652 316,906
Inventory (1,894,247) 56,974
Prepaid and other 987,398 56,155
Accounts payable and accrued liabilities 645,864 99,665
----------- -----------
Net cash provided by (used in) operating activities 438,031 (1,159,311)
----------- -----------
Cash flows from investing activities:
Additions to oil and gas properties (1,227,556) (331,349)
Additions to refinery property and equipment (3,053,335) (561,268)
Proceeds from sale of marketable securities -- --
Proceeds from sale of subsidiaries -- --
Other (60,796) (101,098)
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Net cash used in investing activities (4,341,687) (993,715)
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Cash flows from financing activities:
Cash - restricted, loan collateral -- 9,414
Net increase (decrease) in notes payable -- (237,162)
Proceeds from long-term debt -- 1,746,820
Repayments of long-term debt -- (1,536,614)
Proceeds from issuance of common stock and
warrants, net -- 439,770
Proceeds from exercise of stock warrants
and options 408,319 560
Proceeds from sale of subsidiaries -- 1,729,287
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Net cash provided by financing activities 408,319 2,152,075
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Net increase (decrease) in cash and
cash equivalents (3,495,337) (951)
Cash and cash equivalents at beginning of year 3,721,350 11,058
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Cash and cash equivalents at end of year $ 226,013 $ 10,107
=========== ===========
The accompanying notes are an integral part of these statements.
4
AMERICAN INTERNATIONAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Common stock Additional
--------------------- paid-in Accumulated
Shares Amount capital deficit Total
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1997 48,436,576 $ 3,874,926 $107,987,091 $(79,357,636) $ 32,504,381
Issuance of stock for compensation 50,000 4,000 192,900 -- 196,900
Options and warrants exercised 423,946 33,916 374,403 -- 408,319
Net loss for the period -- -- -- (847,351) (847,351)
------------ ------------ ------------ ------------ ------------
Balance, March 31, 1998 48,910,522 $ 3,912,842 $108,554,394 $(80,204,987) $ 32,262,249
============ ============ ============ ============ ============
The accompanying notes are an integral part of these statements.
5
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 30, 1998
1. Statement of Information Furnished
The accompanying unaudited consolidated financial statements of American
International Petroleum Corporation and Subsidiaries (the "Company") have been
prepared in accordance with Form 10-Q instructions and in the opinion of
management contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of March 31,
1998, the results of operations for the three month period ended March 31, 1998
and 1997 and cash flows for the three months ended March 31, 1998 and 1997.
These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's 1997 Annual Report on Form 10-K.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that the accompanying unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
1997 Annual Report on Form 10-K.
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
During the quarter ended March 31, 1998, the Company utilized $438,000 for
operations, which reflects approximately $302,000 in non-cash provisions,
including issuance of stock as compensation for services of $198,000, and
depreciation, depletion and amortization of $155,000. Approximately $1,894,000
was used during the period to increase product and feedstock inventory and
$2,878,000 was provided by an increase in current assets other than cash and in
accounts payable and accrued liabilities. Additional uses of funds during the
first quarter of 1998 included additions to oil and gas properties and Refinery
property and equipment of $4,281,000. Cash for operations was provided, in part,
by approximately $408,000 in proceeds from the exercise of certain warrants.
Since the sale of its South American oil and gas assets (the "Transaction") and
the termination of its Lease Agreement with Gold Line in the first quarter of
1997, the Company has had no revenues from operations until late in the first
quarter of 1998 when it implemented product sales at the Refinery. Although it
has utilized some of the proceeds from the Transaction, and $794,000 from the
exercise of the Company's warrants during the first quarter of 1998, to repay
convertible and conventional debt, fund the Refinery expansion and start-up
processes, fund its activities in Kazakstan and other operations, such proceeds
were inadequate to satisfy all of the Company's debt obligations and anticipated
capital requirements. Therefore, in April 1998, the Company reached an agreement
with certain institutional investors which provides it with up to $52 million in
private debt and equity financing (the "Facility") to be used by the Company on
an as needed basis over a two year period. Initial funding of $5 million took
place in April 1998 (See Item 2. "Changes in Securities"). Depending on its
needs, the Company could use a portion or all of the Facility.
On March 16, 1998, the Company signed an agreement for the Exploration of the
Mamourinskoye and Saratovskoye oil fields, with Zao Nafta ("Nafta") a Russian
closed stock company. This agreement gave the Company 90 days in which to
perform technical and legal due diligence evaluations of the Nafta properties.
These oil fields are included in 17 oil and gas licenses (the "Licenses") held
by Nafta, covering about 877,000 acres in the Samara and Saratov regions of
Southwestern Russia, approximately 600 to 800 kilometers north of the Caspian
Sea and southeast of Moscow. Upon favorable completion of the due diligence
evaluation, a joint venture will be formed to operate these 17 Licenses with the
Company, as Operator, holding a 75% working interest.
7
The Company agreed to pay $11 million for the 75% working interest in the joint
venture, $5.0 million in cash and $6.0 million in crude oil from 25% of the
Company's future net production. The Company made a refundable advance on the
purchase price of $300,000 to Nafta for their use in assisting the Company in
completing all legal and contractual conditions required by the Company.
The joint venture agreement will provide for the Company, as Operator, to
develop and execute an investment program to activate 16 wells available for
re-entry in the Mamourinskoye License. The Company will also commit to expend at
least $25 million during the first 24 months of the joint venture on this
program and other exploration and production activities within the respective
License areas, as long as work can be technically and economically justified.
However, the Company's commitments are determined by, and limited to, the joint
venture programs to be established by the Company, so Nafta will be responsible
for contractual License commitments which may exceed these levels. All work
programs for Licenses are determined annually by the respective area
governmental agencies controlling the Licenses and therefore are subject to
change and revisions based on the results of the prior year's activity.
Should the Company decide to complete the Nafta transaction, based on existing
information, it plans to immediately implement a development program which
should establish production from at least 7 of the 16 wells located in the
Mamourinskoye License. This program is estimated to cost approximately $1 to $2
million and should allow for the trucking of crude production of about 3,000
barrels of oil per day to local refineries within 120 days of the establishment
of the joint venture. However, there can be no assurance, at this time, that
this level of production will be reached. The License area is approximately 60
to 80 kilometers from some of the largest refineries located in Russia, and the
main export pipelines pass within 50 kilometers of each of the 17 License areas.
Also in March 1998, the Company signed an agreement, subject to certain
conditions, to purchase St. Marks Refinery, a 20,000 barrels per day refinery
and product storage terminal located on the St. Marks River near Tallahassee,
Florida in a tax free exchange of stock, or combination of stock and cash, worth
up to $4.5 million. If the Company decides not to purchase the 55-acre facility,
it has agreed to a renewable annual lease of St. Marks under specific terms
and conditions.
The primary advantage to the Company of the St. Marks acquisition or lease, is
the immediate increase of its retail presence from two to
8
five states along the U.S. Gulf Coast, plus a 50% increase in storage tank
capacity by adding 33 more tanks totaling more than 460,000 barrels to the
Company assets. This transaction provides an opportunity for the Company to
double the retail sales capacity of petroleum products manufactured at its Lake
Charles, Louisiana Refinery through access to new asphalt product markets, and
jet fuel, diesel and industrial fuel oil sales in Florida, Georgia and Alabama.
The Company recently reached an agreement to settle an ongoing dispute with the
IRS, which calls for the Company to pay $646,633 in excise taxes, plus interest
incurred for the applicable periods dating back to 1989. The Company has
submitted a proposal to the IRS which would enable the Company to pay the tax
and interest due over a period of approximately one year; the tax would be paid
in four equal quarterly installments and the interest would be paid in a lump
sum at the end of the annual payment period. Should the Company utilize the
entire proposed pay-off period to pay the tax and interest, the total amount
paid would be approximately $1.5 million.
During the next 12 months, the Company expects to expend approximately $14
million, of which approximately $2 million will fund the capital equipment
expansion and startup costs of its refinery; approximately $10 million is
expected to be spent on costs associated with its Kazakstan project, and
approximately $2 million for other corporate uses. However, in the event the
Company obtains a joint venture partner in Kazakstan, its capital requirements
there should be significantly less than $10 million during the next 12 months.
In the event the Company decides to complete the Nafta transaction, a minimum of
$6 to $7 million would be initially required in Russia, approximately $5 million
in acquisition cost, and $1 to $2 million in workover and facility costs on
certain of the existing 16 wells in the Mamourinskoye License. As of March 31,
1998, the Company's existing working capital was insufficient to provide the
Company with all of the capital it requires to complete its obligations.
However, the Company believes that the capital available under the Facility,
together with projected cash flows from the Refinery, will satisfy its capital
requirements during at least the next two years.
With the expected cash flow from the Refinery and the production and cash flow
anticipated from the Nafta transaction, management believes the Company is
nearing the point in time where more conventional, non-equity financing will
become available. To the extent possible, management will seek to utilize these
methods, as an alternative or supplement to the Facility, to finance the needs
of the Company in the future.
9
Results of Operations
For the Three Months Ended March 31, 1998 as compared to the Three Months Ended
March 31, 1997
Oil and Gas Operations:
The Company's South American operations in Colombia and Peru, which were sold in
February 1997, had approximately $261,000 in oil revenue in 1997 prior to the
sale. During the first quarter of 1998, the Company had no operating or
producing oil fields and consequently had no revenues or related cost
attributable to oil and gas operations in this period.
Refinery Operations:
The Company, which had previously leased it's refining facility to Gold Line
Refining on a processing fee basis, evicted Gold Line in March 1997 for defaults
under several clauses of its lease agreement, the most prevalent being
non-payment of lease fees. Due to Gold Line's subsequent filing of bankruptcy in
1997, the Company did not recognize any of the $443,000 in lease fees earned
during the first quarter of 1997.
During 1997, the Company expanded the Refinery and converted the crude unit to a
heavy crude processing unit to enable the manufacture of asphalt and other
products. During the first quarter of 1998, the Company performed several test
operations on the Refinery's crude unit, which resulted in $384,000 in revenues
from the sale of certain light-end products during March 1998. During the first
quarter of 1998, the Company also began testing its asphalt operating units
resulting in approximately $84,000 in revenues from sales of asphalt. The
operating costs of $303,000 associated with these testing processes should not
be considered to be indicative of the upcoming unit operating cost expected in
the future from normal operations. Costs, and likewise, revenues and margins,
will vary depending upon a number of factors, including but not limited to
feedstock prices, and from the Company's product mix, which will be determined
over time as the Company's markets are developed in the different areas it
services.
Other Revenue:
Other revenues increased approximately $33,000, or 94%, during the first quarter
of 1998 compared to the first quarter of 1997. The increase is primarily due to
an increase in interest income from substantially more funds being on deposit
during the first quarter of 1998 compared to the same period last year.
10
General and Administrative:
General and Administrative expenses declined by approximately $830,000, or 50%,
in the first quarter of 1998 as compared to the same period in 1997. This
decline is primarily attributable to a non-recurring charge of $695,000 during
1997 for compensation adjustments. In addition, $200,000 of the decrease is
attributable to the sale of the Company's South American properties in February
1997.
Depreciation, Depletion, and Amortization:
Depreciation, depletion, and amortization decreased approximately $96,000 during
the current period compared to the same period last year due totally to the lack
of any depletion costs in the first quarter of 1998 resulting from the sale of
those operations as previously discussed.
Interest Expense:
Interest expense decreased by approximately $497,000 during the first quarter of
1998 compared to the same period last year. However, the Company has capitalized
approximately $1,696,000 of interest expense during the first quarter of 1998 of
which approximately $1,344,000 was non-cash interest relating to costs
associated with its October 1997 borrowing of $10 million, the proceeds from
which was utilized by the Company for its oil and gas and refinery projects.
Item 2. Changes in Securities
On April 21, 1998, the Company issued and sold $5,000,000 aggregate principal
amount of its 14% Convertible Notes due April 21, 2002 (the "Convertible Notes")
to certain institutional buyers (the "Holders") for a total purchase price of
$4,950,000 (the "Initial Closing") pursuant to a Securities Purchase Agreement
dated as of April 21, 1998 (the "Securities Purchase Agreement"). The Securities
Purchase Agreement provides for the issuance and sale to the Holders of an
additional $7,000,000 principal amount of Convertible Notes (the "Second
Tranche") for a purchase price of $6,930,000 on May 15, 1998 or such later date
upon which certain conditions precedent to closing have been satisfied or waived
by the Holders. A significant portion of the proceeds from the Second Tranche is
expected to be used by the Company to purchase the Nafta working interest and
for related initial development costs. The obligation of the Holders to purchase
the
11
additional Convertible Notes shall terminate if such conditions to closing have
not been satisfied prior to May 31, 1998. The Convertible Notes are convertible
into shares of Common Stock at the option of the holder thereof, commencing upon
the earliest of (x) June 30, 1998, (y) the date the related Registration
Statement (filed on May 15, 1998) has been declared effective by the Securities
and Exchange Commission, or (z) the date immediately preceding the occurrence of
a "Sale Event") (as defined), at a conversion price equal to 85% of the average
of the lowest five consecutive daily Weighted Average Sales Price (as defined)
for the 40 trading days ending on the date prior to the conversion date.
Interest on the Convertible Notes is payable quarterly on the last day of March,
June, September and December of each year commencing June 30, 1998, in cash or
additional shares of Common Stock, at the option of the Company, except that
interest payable upon conversion of the Convertible Notes is payable in
additional shares of Common Stock. The Company paid a commission of two percent
of the net proceeds, one-half in cash and one-half in warrants ($49,250 in cash
and a warrant to purchase 49,250 shares of the Company's Common Stock at $2.76
per share).
In connection with the Holders agreement to purchase the Convertible Notes
pursuant to the Securities Purchase Agreement, the Company issued to the Holders
at the Initial Closing, warrants to purchase an aggregate of 1,400,000 shares of
Common Stock, exercisable at any time prior to April 21, 2003, at an exercise
price of $2.76 per share (110% of market as of the Effective Date)(the
"Securities Purchase Agreement Warrants"). Should the Second Tranche not occur,
only five-twelfth's of the Security Purchase Agreement Warrants will be issued
to the Holders (583,333).
Contemporaneously with the execution of the Securities Purchase Agreement, the
Company entered into an Equity Financing Agreement dated as of April 21, 1998
(the "Equity Financing Agreement") pursuant to which the Holders agreed to
purchase from the Company, commencing upon the later of (x) 30 days after the
Effective Date and (y) August 1, 1998, shares of Common Stock from time to time
on or prior to April 21, 2000, for an aggregate purchase price of up to
$40,000,000, subject to the satisfaction of certain specified conditions. The
Holders are obligated to purchase shares of Common Stock (i) upon request of the
Company or (ii) if the ratio of the closing bid price of the Common Stock to the
average of the closing bid prices of the Common Stock over the preceding five
trading days (the "Average Closing Price") equals or exceeds 1.2 to 1.0.
Purchases may not occur more frequently than once every 20 trading days. The
purchase price of shares of Common Stock purchased pursuant to the Equity
Financing Agreement is 85% of the Average Closing Price. The minimum purchase is
$1,000,000 and the maximum is $5,000,000.
In connection with the Holders agreement to purchase shares of Common Stock
pursuant to the Equity Financing Agreement, the Company issued to the Holders,
additional warrants to purchase an aggregate of
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1,595,978 shares (the "Closing Warrants") and 2,000,000 shares (the "Commitment
Fee Warrants") of Common Stock, respectively. The Closing Warrants are
exercisable at any time prior to April 21, 2003, at an exercise price of $2.76
per share, subject to adjustment in certain events. The Commitment Fee Warrants
become exercisable on April 21, 2000, or such earlier date upon which (i) the
aggregate purchase price of shares of Common Stock purchased by the Holders
pursuant to the Equity Financing Agreement equals $40,000,000, less the amount
of any commitment reductions (in the minimum amount of $5,000,000) effected by
the Company, (ii) the termination of the Equity Financing Agreement, or (iii)
upon certain other specified events. In addition, if the Company elects to
reduce the commitment, 500 Commitment Fee Warrants will become exercisable for
each $1,000,000 reduction in the commitment. The Commitment Fee Warrants may be
exercised prior to April 21, 2003 at any exercise price of $2.76 per share,
subject to adjustment in certain events.
The net proceeds from the issuance and sale of the Convertible Notes and the
shares of Common Stock pursuant to the Equity Financing Agreement (if any),
together with amounts received upon exercise of the warrants issued in
connection with the Securities Purchase Agreement dated as of October 9, 1997,
as amended, and April 21, 1998, respectively (collectively, the "Securities
Purchase Agreements"), and the Equity Financing Agreement will be used to
finance the Company's efforts in Russia, as discussed above, as well as in
Kazakstan and for other working capital requirements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4.1 Form of 14% Convertible Note due April 21, 2000.
4.2 Form of Warrant issued pursuant to the Securities Purchase and
Equity Agreements, associated with Exhibits 4.4 and 4.6.
4.3 Registration Rights Agreement associated with the Convertible
Note associated with Exhibit 4.1.
4.4 Securities Purchase Agreement associated with the Convertible
Note associated with Exhibit 4.1.
4.5 Agreement and First Amendment dated as of April 21, 1998 to
Securities Purchase Agreement dated as of October 9, 1997.
4.6 Equity Financing Agreement dated April 21, 1998.
27.1 Financial Data Schedule.
13
(b) Reports on Form 8-K
None.
14
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 15, 1998
AMERICAN INTERNATIONAL
PETROLEUM CORPORATION
By /s/ Denis J. Fitzpatrick
---------------------------
Denis J. Fitzpatrick
Chief Financial Officer
15
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Form of 14% Convertible Note due April 21, 2000.
4.2 Form of Warrant issued pursuant to the Securities Purchase and
Equity Agreements, associated with Exhibits 4.4 and 4.6.
4.3 Registration Rights Agreement associated with the Convertible Note
associated with Exhibit 4.1.
4.4 Securities Purchase Agreement associated with the Convertible Note
associated with Exhibit 4.1.
4.5 Agreement and First Amendment dated as of April 21, 1998 to
Securities Purchase Agreement dated as of October 9, 1997.
4.6 Equity Financing Agreement dated April 21, 1998.
27.1 Financial Data Schedule.
16