United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quartely period ended MARCH 31, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 33-26936-D EXCEL RESOURCES, INC. (Exact name of small business issuer as specified in its charter) Nevada 87-0460769 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1111 Bagby, Suite 2400 Houston, Texas 77002 (Address of principal executive offices) (713) 659-5556 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURINGS THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes No X *. (*The Company has made no such filings because it has not distributed any securities under a plan confirmed by court) APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practible date: 13,369,552 Transitional Small Business Disclosure Format: Yes X No . PART I FINANCIAL INFORMATION Item 1. Financial Statements EXCEL RESOURCES, INC. Consolidated Balance Sheet March 31, December 31, 1997 1996 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 1,429 $ 752 Accounts receivable - trade, net 15,614 15,614 Total Current Assets 17,043 16,366 EQUIPMENT Transmission equipment 144,534 144,534 Office furniture and equipment 104,853 104,853 Leasehold improvements 6,452 6,452 Accumulated depreciation (174,206) (169,555) Total Equipment 81,633 86,284 NET OIL AND GAS PROPERTIES (full cost method) 2,055,388 2,570,562 OTHER ASSETS Long-term accounts receivable 107,000 98,737 Investments 15,621 15,621 Total Other Assets 122,621 114,358 TOTAL ASSETS $ 2,276,685 $ 2,787,570 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable - trade $ 8,808,276 $ 8,559,775 Accrued expenses 902,415 635,950 Notes payable - current portion 1,544,173 2,122,311 Total Current Liabilities 11,254,864 11,318,036 LONG-TERM LIABILITIES Notes payable 87,919 87,919 Deferred revenue 184,400 177,705 Total Long-Term Liabilities 272,319 265,624 Total Liabilities 11,527,183 11,583,660 STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock: 5,000,000 shares authorized at $0.001 par value, no shares issued and outstanding; Common Stock: 100,000,000 shares authorized at $0.001 par value, 13,369,552 and 11,309,552 shares issued and outstanding 13,370 11,310 Additional paid-in capital 5,546,998 5,546,998 Accumulated deficit (14,810,866) (14,354,398) Total Stockholders' Equity (Deficit) (9,250,498) (8,796,090) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 2,276,685 $ 2,787,570 See accompanying notes to financial statements. EXCEL RESOURCES, INC. Consolidated Statements of Operations For the three months ended March 31, 1997 1996 OIL AND GAS SALES $ 994,250 $ 1,679,700 COST OF SALES 870,512 1,234,602 GROSS PROFIT 123,738 445,098 GENERAL AND ADMINISTRATIVE EXPENSES 415,000 287,278 INCOME (LOSS) FROM OPERATIONS (291,262) 157,820 OTHER INCOME (EXPENSE) Interest (Expense) (237,506) (299,635) Gain (Loss) on sale of equipment - (10,000) Other 72,300 - Total Other Income (Expense) (165,206) (309,635) NET INCOME (LOSS) $ (456,468) $ (151,815) NET INCOME (LOSS) PER SHARE $ (0.03) $ (0.01) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 13,369,552 12,023,956 See accompanying notes to financial statements. EXCEL RESOURCES, INC. Consolidated Statements of Cash Flows For the three months ended March 31, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ (456,468) $ (151,815) Adjustments to Reconcile Net Loss to Net Cash Provided (Used) by Operating Activities: Depreciation, depletion and amortization 519,825 521,436 Deferred revenue 6,695 - (Gain) Loss on sale of assets - 10,000 Common stock issued for services 50,074 1,095,034 Changes in Operating Assets and Liabilities: Trade accounts receivable - (214,731) Long-term receivable (8,263) 177,326 Trade accounts payable and current portion long-term debt (329,637) (451,847) Accrued expenses 266,465 28,576 Net Cash Provided (Used) by Operating Activities $ (1,383) $ (81,055) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equipment $ - $ 10,000 Proceeds from sale of securities 2,060 - Note receivable from stockholder - 67,466 Net Cash Provided (Used) by Investing Activities $ 2,060 $ 77,466 CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt $ - $ - Proceeds from equity investors - - Net Cash Provided (Used) by Financing Activities $ - $ - NET INCREASE (DECREASE) IN CASH $ 677 $ (3,589) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD $ 752 $ 3,889 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,429 $ 300 See accompanying notes to financial statements. EXCEL RESOURCES, INC. Notes to Financial Statements Note 1. Basis of Presentation, Organization and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions and requirements of Form 10-QSB, and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, such financial statements reflect all adjustments necessary for a fair statement of the results of operations and financial position for the interim periods presented. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full years. It is suggested that these consolidated financial statements be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Company's annual report on Form 10-KSB for the year ended December 31, 1996. Organization and Business Excel Resources, Inc., (the "Company"), formerly Dover Capital Corporation, was incorporated in the state of Nevada on December 31, 1988. The Company's primary business activity is the production, gathering and transportation of natural gas and related products. Basis of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, Excel Resources, Inc., a Texas Corporation ("Excel Texas"), Excel Texas' wholly-owned subsidiaries Excel Gas Gathering, Inc., Excel Consulting and Management Company, Inc., Excel Pipeline, Inc. and Excel Ventures, Inc., and Excel Gas Marketing, Inc., an affiliate of the Company through common ownership. All significant intercompany transactions have been eliminated. Equipment and Depreciation Equipment is stated at cost. Depreciation is computed over the estimated useful lives of the assets using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. The estimated useful lives of equipment for purposes of computing depreciation are: Class Life Transmission equipment 22 years Office furniture and equipment 10-12 years Transportation equipment 7 years Leasehold improvements 3-5 years Oil and Gas Properties The Company follows the full cost method of accounting, as defined by the Securities and Exchange Commission, whereby all costs incurred in connection with the acquisition, exploration and development of oil and gas properties, whether productive or nonproductive, are capitalized. Capitalized costs related to proved properties and estimated future costs to be incurred in the development of proved reserves are amortized using the unit-of-production method. The average depletion rate based on equivalent Mcf of natural gas for the three months ended March 31, 1997, and 1996 was $1.54 and $0.84, respectively. The average depletion rate for the three months ended March 31, 1997, was calculated utilizing proved developed producing (PDP) reserves only, although the Company owns additional reserves of approximately 4 Bcf that have been classified as proved undeveloped (PUD). Capitalized costs are annually subjected to a test of recoverability by comparison to the present value of future net revenues from proved reserves. Any capitalized costs in excess of the present value of future net revenue from proved reserves, adjusted for the cost of certain unproved properties, are expensed in the year in which such an excess occurs. There has been no such test nor any related adjustment for the three months ended March 31, 1997. Revenue Recognition Revenues are recognized when the gas products are delivered to customers. In the movement of natural gas, it is common for differences to arise between volumes of gas contracted or nominated, and volumes of gas actually received or delivered. These situations are the result of certain attributes of the natural gas commodity and the industry itself. Consequently, the credit given to the Company by a pipeline for volumes received from producers may be different than volumes actually delivered by a pipeline. When all necessary information, such as the final pipeline statement for receipts and deliveries is available, these differences are resolved by the Company. The Company records imbalances based on amounts received and classifies the imbalances as adjustments to the trade accounts receivable or trade accounts payable, as appropriate. Deferred Revenue The Company has long-term throughput contracts with certain customers on its offshore oil and gas wells. The contracts contain "take or pay" provisions whereby the Company is entitled to a minimum throughput. The Company recognizes income only on its entitlement sales. Payment for surpluses over entitlements are credited to deferred revenues to offset future deficiencies. If the Company's take of production is less than the entitlement, the Company recognizes revenue on its full entitlement and charges long-term receivables. At March 31, 1997, and December 31, 1996, the Company had a long-term gas balancing receivable of $107,000 and $98,737 and an offsetting long-term gas balancing payable of $184,400 and $177,705, respectively. Net Income (Loss) per Share Net income per share amounts are based on the weighted average number of common shares outstanding. Marketable Securities Marketable securities consist of direct obligations of the U.S. Government and futures contracts. Securities are stated at cost, which approximates market value. Cash Equivalents Cash equivalents include any highly liquid investment instruments purchased with an original maturity date of three months or less. Note 2. Purchase of Oil and Gas Leases Effective January 1, 1994, the Company acquired working interests in certain oil and gas properties from three unrelated entities for a total purchase price of $7,692,027 net of gas imbalance positions. The payment of the purchase price was made in April 1994, from funds provided by one of the Company's major suppliers. The borrowed funds were repayable within six months beginning June 1994 from future production payments from the properties and or dedicated natural gas trades. Management is currently involved in negotiations for refinancing this short-term debt; however, it cannot be assumed that such negotiations will be successfully concluded. Note 3. Oil and Gas Exploration, Development and Producing Activities (Unaudited) Results of Operations The results of oil and gas producing activities during the three months ended March 31, 1997, are as follows: Amount Production revenues $ 994,250 Production costs 355,338 Depreciation, depletion and amortization 515,174 Operating income - producing activities $ 123,738 Cost Incurred For the three months ended March 31, 1997, the costs incurred in oil and gas producing activities totaled $355,338, all of which amount was charged to expense. Capitalized Costs Capitalized costs relating to oil and gas exploration, development and producing activities were as follows: March 31, 1997 Costs subject to amortization - all proved properties $ 9,333,663 Accumulated depreciation, depletion, and amortization: (7,278,275) $ 2,055,388 Proved Reserves The following schedule presents estimates of proved developed producing oil and natural gas reserves attributable to the Company, all of which are located offshore from the continental United States. Proved reserves are estimated quantities of 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. Proved - developed reserves are those which are expected to be recovered through existing wells with existing equipment and operating methods. Reserves are stated in barrels of oil and millions of cubic feet of natural gas. Geological and engineering estimates of proved oil and natural gas reserves at one point in time are highly interpretive, inherently imprecise and subject to ongoing revisions that may be substantial in amount. Although every reasonable effort is made to ensure that the reserve estimates represent the most accurate assessments possible, these estimates are by their nature not precise and are often different from the quantities ultimately recovered. For the three months ended March 31, 1997 (Bbl) (Mcf) Proved develop reserves at beginning of the period - 1,670,000 Production - (333,890) Proved develop reserves at end of the period - 1,336,110 In addition to the proved developed producing natural gas reserves reported in the geological and engineering reports, the Company holds ownership interests in various proved - undeveloped properties. The reserve and engineering reports performed for the Company by an independent engineering consulting firm reflect additional proven reserves equal to approximately 4 Bcf of natural gas for these undeveloped properties. Although wells have been drilled and completed in each of these four properties, certain production and pipeline facilities must be installed before actual gas production will be able to commence. The most recent development plan for these properties indicates that facilities installation and commencement of production will be in 1997. However, such timing as well as the actual financing arrangements that will be secured by the Company are uncertain at this time. Therefore, these proven undeveloped reserves are not being included in the presentation of the oil and gas reserves at March 31, 1997, nor are such undeveloped reserves being considered in calculating depreciation, depletion and amortization expense for the period. Accordingly, these amounts are being calculated for the period based on the March 31, 1997 balance of the proven developed producing reserves set forth above. Standardized Measure of Discounted Future Net Cash Flows The following schedule presents the standardized measure of estimated discounted future net cash flows from the Company's proved developed producing reserves at March 31, 1997. Estimated future cash flows were based on independent reserve data. Because the standardized measure of future net cash flows was prepared using the prevailing economic conditions existing at March 31, 1997, it should be emphasized that such conditions continually change. Accordingly, such information should not serve as a basis in making any judgment on the potential value of the Company's recoverable reserves or in estimating future results of operations. Standardized measures of discounted future net cash flows: (Based on Proven Developed Producing Reserves Only) March 31, 1997 Future production revenues $ 2,672,488 Future plugging costs $ 317,750 Future production costs $ 995,445 Total future costs $ 1,313,195 Future cash flows before income taxes $ 1,359,293 Future income tax / (benefit) $ (237,876) Future net cash flows $ 1,597,169 Effect of discounting future annual net cash flows at 10% $ 200,698 Standardized measure of discounted future net cash flows $ 1,396,471 Note 4. Notes Payable Notes payable consisted of the following: March 31, December 31, 1997 1996 Purchase note payable, in default, payable on demand, currently being repaid from future production from oil and gas properties and/or dedicated natural gas trades, interest imputed at 20%. $ 1,222,039 $ 1,779,794 Interest-free note payable to a company, effective interest rate approximately 8%, payments of $5,000 due monthly, final payment due November, 1997. 47,629 62,629 Interest-free notes payable to a company, effective interest rate approximately 6%, to be repaid through overriding royalties from the Company's working interest in the offshore properties at $20,000 per month, commencing no later than September 1997, until paid. 249,412 232,365 Note payable to a company, interest at 12% per annum, payments of $4,982 due monthly, final payment due August, 1999. 113,012 135,442 1,632,092 2,210,230 Less current maturities (1,544,173) (2,122,311) Notes payable - long-term $ 87,919 $ 87,919 Maturities of long-term debt are as follows: As of As of March 31, December 31, 1997 $ 1,544,173 $ 2,122,311 1998 52,039 52,039 1999 35,880 35,880 2000 - - 2001 and thereafter - - Total $ 1,632,092 $ 2,210,230 Note 5. Income Taxes At March 31, 1997, the Company had net operating loss carryforwards of approximately $12,400,000 that may be offset against future taxable income through 2011. No tax benefit has been reported in the 1997 financial statements, because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount. Note 6. Commitments The Company leases office space and certain equipment under operating lease agreements. At March 31, 1997, the estimated future minimum rental payments required under the leases were: Year Ending December 31, Amount 1997 $ 43,111 1998 88,837 1999 92,532 2000 23,318 2001 and thereafter - Total $ 247,798 Rental expense for the three months ended March 31, 1997, and 1996, totaled approximately $21,367 and $33,909, respectively. Note 7. Employee Benefit Plan The Company has a 401(k) deferred compensation plan. Under this plan, employees meeting eligibility requirements, (as defined in the plan), contribute a percentage of their before-tax compensation to the plan with the Company matching the first two percent of the employee contribution. Additional Company contributions may be made at the discretion of the Board of Directors. The Company made no contributions for either the three months ended March 31, 1997, or March 31, 1996. Note 8. Related Party Transactions The Company experienced no related party transactions during the three months ended March 31, 1997. Note 9. Supplemental Disclosure of Cash Flow Information 1997 1996 Interest paid $ 78,461 $ 185,570 Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations Total sales for the three months ended March 31, 1997, were $994,250, representing a $685,450 or 40.81% decrease from the total sales of $1,679,700 for the three months ended March 31, 1996. This decrease was due primarily to the elimination of substantial production imbalances that were being "made-up" by the Company during the first three months of 1996. There was also a decrease of the Company-owned natural gas and oil production which was offset by an increase in natural gas prices. Gross profit for the three months ended March 31, 1997, was $123,738, representing a $321,360 or 72.20% decrease from the gross profit of $445,098 for the three months ended March 31, 1996. This decrease is attributable to a change in the methodology used for calculating the unit average depletion rate. The new methodology considers only remaining proven developed producing reserves in calculating the unit rate, whereas the methodology formerly used by the Company considered both remaining proven developed producing reserves as well as proven undeveloped reserves. Total depletion on the Company's producing properties was approximately $515,000 which is included in the cost of sales. Net loss for the three months ended March 31, 1997, was $456,468, representing a $304,653 or 200.67% increase from the net loss of $151,815 for the three months ended March 31, 1996. This increase is attributable primarily to the aforementioned methodology change. Liquidity and Capital Resources The primary sources of cash for the Company for the three months ended March 31, 1997 included funds generated from current and past operations. Cash outflows included funds used in operations and the repayment of debt. Net cash flow used by operating activities was $1,383 for the three months ended March 31, 1997, as compared to cash flow used in operating activities of $81,055 for the three months ended March 31, 1996. The negative cash flow in the three months ended March 31, 1997 was primarily due to payments that were made to reduce debt. Net cash flow provided by investing activities was $2,060 for the three months ended March 31, 1997, as compared to cash flow provided by investing activities of $77,466 for the three months ended March 31, 1996. The 1997 cash flow was from the issuance of Company stock. The 1996 cash flow was from the sale of equipment and the partial repayment of a note receivable from a shareholder. The Company had no cash flow from financing activities during either the three months ended March 31, 1997 or 1996. At March 31, 1997, the Company's current liabilities of $11,254,864 exceeded its current assets of $17,043 by $11,273,821. The Company is currently seeking additional sources of both equity and debt financing in Europe as well as within the United States to fund current and future acquisitions. Each acquisition is evaluated and judged on its future potential cash flows. It is the objective of the Company that each acquisition generate cash flows sufficient to fund the particular acquisition's operations and its associated debt. The Company currently has 5,000,000 authorized but unissued shares of preferred stock and 86,630,448 shares of authorized but unissued common stock. The Company issued 2,060,000 new shares of common stock during the three months ended March 31, 1997. All such stock issued during the three months ended March 31, 1997, was issued to secure professional services pertaining the financial needs of the Company. PART II OTHER INFORMATION Item 1. Legal Proceedings The Company and Excel Gas Marketing, Inc., an affiliate of the Company, are either individually or jointly involved in a number of claims, as well as litigation, for breach of contract primarily arising from the nonpayment for natural gas purchased. Liquidity problems encountered by both the Company and Excel Gas Marketing, Inc. during 1994 were the primary factors giving rise to such claims. Management believes that the outcome of such litigation will not have a material adverse effect upon the Company, since all claims are properly reflected in the consolidated financial statements. The following is a listing of those legal actions that either became a reportable event during the three months ended March 31, 1997, or which there have been material development during such period: - - July 23, 1996, NorAm Gas Transmission Co. filed suit against Excel Gas Marketing and the Company in the First Judicial District Court of Caddo Parish, Louisiana, for breach of contract for the failure of Excel Gas Marketing / Excel-Texas to fully pay certain amounts due under the terms of a promissory note executed in favor of NorAm in the amount of $252,029.66, which note arose out of the Mutual Release and Settlement Agreement entered into in connection with the settlement of the February 10, 1995, NorAm action set forth above. The instant action has been settled between the respective parties. In connection with such settlement, a Consent Judgment was entered on February 7, 1997, awarding NorAm a sum of $227,029.66 (the unpaid balance on the referenced note) plus interest and court costs. - - November 16, 1996, Liddell, Sapp, Zivley, Hill & LaBoon, L.L.C. filed suit against the Company in the Judicial District Court of Harris County, Texas, for breach of contract arising out of the failure of the Company to pay amounts due for certain legal services and expenses during the period from May, 1995 through June, 1996, which amounts claimed total approximately $339,496. This matter was settled between the respective parties, and an Agreed Judgment awarding Liddell, Sapp, Zivley, Hill & LaBoon the total amount prayed for (plus interest at an annual rate of 10%) was entered by the Court on February 3, 1997. - - March 11, 1997, Encore Energy, Inc. filed suit against "Excel Resources, Inc. [Excel-Texas] d/b/a Excel Gas Marketing, Inc., a Texas corporation, " in the Judicial District Court of Tulsa County, Oklahoma, for breach of contract arising out of the failure of Excel Gas Marketing to pay for certain gas purchased. Encore is seeking to recover $686,918.35, which amount represents the sum of the claimed principal amount due and accrued interest, plus additional interest, costs and attorney fees. Excel-Texas filed its answer in this proceeding on April 21, 1997, which answer denied responsibility in connection with Encore's claim. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of the security holders, through solicitation of proxies or otherwise, during the three months ended March 31 of the 1997 fiscal year. Item 5. Other Information On April 15, 1997, which is subsequent to the period covered by this Report, Randy P. Matye resigned from the Company's Board of Directors. This resignation was fully disclosed in the Form 8-K which was filed with the Securities and Exchange Commission on May 1, 1997, and which is incorporated herein by reference. On April 25, 1997, which is subsequent to the period covered by this Report, Excel Resources, Inc., a Nevada Corporation (the "Company"), filed its voluntary petition in bankruptcy under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. This event was fully disclosed in the Form 8-K which was filed with the Securities and Exchange Commission on May 1, 1997, and which is incorporated herein by reference. On May 7, 1997, which is subsequent to the period covered by this Report, Excel Resources, Inc., a Texas Corporation and wholly owned subsidiary of the Company, filed its voluntary petition in bankruptcy under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. Case number 97-44808-H3-7. Also on May 7, 1997, which is subsequent to the period covered by this Report, Excel Gas Marketing, Inc., an affiliate of the Company by common ownership, filed its voluntary petition in bankruptcy under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. Case number 97-44807-H5-7. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K*. Current report on Form 8-K, filed May 1, 1997. * Incorporated herein by reference. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. EXCEL RESOURCES, INC. Date: 6/5/97 By /s/ Francis H. Brinkman Francis H. Brinkman Chairman of the Board, Chief Executive Officer and Director Date: 6/5/97 By /s/ Roger D. Case Roger D. Case President, Chief Operating Officer, Assistant Secretary and Director (Principal Operating Officer)