U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended March 31, 1997
Commission File Number 0-18275
ENVIRONMENTAL REMEDIATION HOLDING CORP.
(Name of issuer in its charter)
COLORADO 88-0218499
(State of Incorporation) (IRS Employer ID Number)
420 Jericho Turnpike, Suite 321
Jericho, New York 11753
(Address of principal executive office)
Registrant's telephone number, including area code: (516) 433-4730
Indicate by check mark whether the registrant (1) has filed reports required to
be filed by Section 13 of 15 (d) of the Securities Exchange Act during the
preceeding 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 ____
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of March 31, 1997 was 5,839,374
Documents Incorporated by Reference:
Form S-8 filed on February 10, 1997
Form S-8 filed on March 13, 1997
Form S-8 filed on May 14, 1997
Form 8-K filed on July 7, 1997
Form 8-K filed on July 7, 1997
PART I - Financial Information
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Page
Consolidated Balance Sheets ...............................................F-2
Consolidated Statements of Operations ......................................F-3
Consolidated Statements of Stockholders' Equity ............................F-4
Consolidated Statements of Cash Flows .....................................F-5
Notes to Consolidated Financial Statements .................................F-6
F-1
Environmental Remediation Holding Corp.
Consolidated Balance Sheets
September 30, 1996 and March 30, 1997
ASSETS 1996 1997
------------------ -------------
CURRENT ASSETS (Unaudited)
Cash $ 0 2,563
Crude oil reserves, net (notes 1f, 1g) 0 12,500,000
Prepaid expenses and other current assets 0 0
------------------ -------------
Total Current Assets 0 12,502,563
------------------ -------------
PROPERTY AND EQUIPMENT
Furniture and equipment, net (note 1b) 3,348,000 3,162,000
------------------ -------------
Total Property and Equipment 3,348,000 3,162,000
------------------ -------------
OTHER ASSETS
Deposits on fixed assets 5,000 75,000
Deferred compensation expense, net (note 1d) 427,500 312,500
------------------ -------------
Total Other Assets 432,500 387,500
------------------ -------------
Total Assets $ 3,780,500 16,052,063
================== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses and other current payables $ 0 0
Stockholder loans (note 1c) 6,730 174,672
Accrued interest 0 7,235
Short-term bank loan (note 1c) 0 175,000
------------------ -------------
Total Current Liabilities 6,730 356,907
------------------ -------------
LONG-TERM LIABILITIES
Long-term debt 0 0
------------------ -------------
Total Long-Term Liabilities 0 0
------------------ -------------
Total Liabilities 6,730 356,907
------------------ -------------
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value; Authorized
950,000,000 shares; issued and outstanding
3,239,374 at September 30, 1996 and
5,839,374 at March 31, 1997 (note 3) 324 584
Additional paid in capital in excess of par (note 3) 4,629,598 18,854,338
Retained earnings (deficit) (856,152) (3,159,766)
------------------ -------------
Total Stockholders' Equity 3,773,770 15,695,156
------------------ -------------
Total Liabilities and Stockholders' Equity $ 3,780,500 16,052,063
================== =============
The accompanying notes are an integral part of the financial statements.
F-2
Environmental Remediation Holding Corp.
Consolidated Statements of Operations
(Unaudited)
3 months ended March 30, 6 months ended March 30,
1996 1997 1996 1997
------------------ ------------------ ------------------ ------------------
Revenue
Sales - environ remediation services $ 0 36,944 0 36,944
Sales - crude oil 0 0 0 0
------------------ ------------------ ------------------ ------------------
Total sales 0 36,944 0 36,944
Cost of sales - environ remed services 0 23,240 0 23,240
Cost of sales - crude oil 0 0 0 0
------------------ ------------------ ------------------ ------------------
Total cost of sales 0 23,240 0 23,240
------------------ ------------------ ------------------ ------------------
Gross profit(loss) 0 13,704 0 13,704
Operating Expenses
Automotive expenses 0 33,614 0 33,614
Bank charges 0 96 0 96
Compensation - officers (note 1d) 31,250 31,250 62,500 62,500
Consultant fees 210,000 1,656,250 210,000 1,656,250
Depletion 0 0 0 0
Depreciation 93,000 93,000 186,000 186,000
Insurance 0 103,544 0 103,544
Office expenses 0 19,942 0 19,942
Professional fees 0 88,517 0 141,017
Research and development 0 8,000 0 8,000
Rent 0 7,350 0 7,350
Travel 0 95,860 0 95,860
Miscellaneous 0 2,639 0 2,639
------------------ ------------------ ------------------ ------------------
Total operating expenses 334,250 2,140,062 458,500 2,316,812
------------------ ------------------ ------------------ ------------------
Income(loss) from operations (334,250) (2,126,358) (458,500) (2,303,108)
Interest expense 0 7,236 0 7,236
------------------ ------------------ ------------------ ------------------
Income(loss) before tax & extraord item (334,250) (2,133,594) (458,500) (2,310,344)
Extraordinary item - forgiveness of debt 0 6,730 0 6,730
------------------ ------------------ ------------------ ------------------
Income(loss) before taxes (334,250) (2,126,864) (458,500) (2,303,614)
Income tax expense/(benefit) (note 2) 0 0 0 0
------------------ ----------------- ------------------ ------------------
Net income(loss) $ (334,250) (2,126,864) (458,500) (2,303,614)
================== ================= ================== ==================
Net income(loss) per share $ - (0.49) - (0.61)
================== ================= ================== ==================
Wtd avg number of shares outstanding - 4,381,596 - 3,804,209
================== ================= ================== ==================
The accompanying notes are an integral part of the financial statements.
F-3
ENVIRONMENTAL REMEDIATION HOLDING CORP.
Consolidated Statements of Stockholder's Equity
Additional Total
Common Paid in Accumulated Stockholders'
Stock Capital Deficit Equity
BALANCE, September
30, 1996 *A $ 324 4,629,598 (856,152) 3,773,770
Capital transactions:
*B 160 1,099,840 0 1,100,000
*C 30 4,999,970 0 5,000,000
*D 50 624,950 0 625,000
*E 20 7,499,980 0 7,500,000
Net loss 0 0 (2,303,614) (2,303,614)
------------- -------------- -------------- --------------
BALANCE, March 31,
1997 (Unaudited) $ 584 18,854,338 (3,159,766) 15,695,156
============= ============== ============== ==============
*A - 3,239,374 shares of common stock outstanding.
*B - February 1997 - 1,600,000 shares of common stock issued via S-8
registration in exchange for consulting and professional services valued at
$1,100,000 - 4,839,374 shares of common stock outstanding.
*C - February 1997 - 300,000 shares of common stock issued in exchange for 100
Texas oil wells with proven reserves of 1,000,000 barrels of crude oil valued at
$5,000,000 - 5,139,374 shares of common stock outstanding.
*D - March 1997 - 500,000 shares of common stock issued via S-8 registration in
exchange for consulting services valued at $625,000 - 5,639,374 shares of common
stock outstanding.
*E - March 1997 - 200,000 shares of common stock issued in exchange for 100
Texas oil wells with proven reserves of 1,500,000 barrels of crude oil valued at
$7,500,000 - 5,839,374 shares of common stock outstanding.
The accompanying notes are an integral part of the financial statements.
F-4
Environmental Remediation Holding Corp.
Consolidated Statements of Cash Flows
6 months ended March 30,
(Unaudited)
1996 1997
------------------ ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) $ (458,500) (2,303,614)
Adjustments to reconcile net loss to net cash
used for operating activities:
Amortization of deferred compensation 62,500 115,000
Non-cash gain on forgiveness of debt 0 (6,730)
Stock issued in exchange for services 210,000 1,725,000
Depreciation 186,000 186,000
Changes in operating assets and liabilities:
Increase (decrease) in accrued interest expense 0 7,235
Increase (decrease) in accrued expenses 0 0
----------------- ---------------
Net cash (used) provided by operating activities 0 (277,109)
----------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit on fixed assets 0 (70,000)
----------------- ---------------
Net cash (used) provided by investing activities 0 (70,000)
----------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on stockholder advances 0 (5,000)
Funds advanced on third-party debt 0 175,000
Funds advanced by stockholders 0 179,672
----------------- ---------------
Net cash provided (used) by financing activities 0 349,672
----------------- ---------------
Net increase (decrease) in cash 0 2,563
----------------- ---------------
CASH, beginning of period 0 0
----------------- ---------------
CASH, end of period $ 0 2,563
================= ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Noncash financing activities:
Stock issued to acquire crude oil
reserves and wells $ 0 12,500,000
================= ===============
The accompanying notes are an integral part of the financial statements.
F-5
ENVIRONMENTAL REMEDIATION HOLDING CORP.
Notes to Consolidated Financial Statements
(Unaudited)
(1) Summary of Significant Accounting Policies
The Company Environmental Remediation Holding Corp is a Colorado chartered
corporation which conducts business from its headquarters in Jericho,
New York and was incorporated on May 12, 1986.
The financial statements have been prepared in conformity with
generally accepted accounting principles. In preparing the financial
statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the
dates of the statements of financial condition and revenues and
expenses for the years then ended. Actual results could differ
significantly from those estimates. The financial statements for the
six months ended March 31, 1996 and 1997 include all adjustments which
in the opinion of management are necessary for fair presentation. The
following summarize the more significant accounting and reporting
policies and practices of the Company:
a) Basis of presentation The Company acquired 100% of the issued and
outstanding common stock of Environmental Remediation Funding Corp.,
(ERFC), a Delaware corporation, effective on August 19, 1996, in a
reverse triangular merger, which has been accounted for as a
reorganization of ERFC. At the same time the Company changed its name
from Regional Air Group.
b) Equipment Equipment was received by ERFC in exchange for common stock
of ERFC. The fair market value of the equipment was determined through
the use of an independent third party equipment appraiser. The then
determined fair market value was lower than the previous owners cost
basis, and the fair market value of the ERFC stock exchanged was
undeterminable, therefore the Company chose to value the equipment
received using the appraiser's valuation. The Company has chosen to
depreciate the equipment using the straight line method over its
estimated remaining useful life of ten years. Expenditures for
maintenance and repairs are charged to operations as incurred.
Depreciation expense for the six months ended March 31, 1996 and 1997
was $186,000 and $186,000.
c) Notes payable The Company issued two notes payable to stockholders in
exchange for cash. These notes carry no stated maturity date and an
8.5% rate of interest. The Company expects to repay these notes within
twelve months. Accrued interest on these notes is $0 and $3,393 for the
six months ended March 31, 1996 and 1997. In January 1997, the Company
issued a note payable to a bank in exchange for cash. This note carried
a maturity date of March 15, 1997 and a 9.6875%rate of interest. The
Company is in default on this note. The default rate of interest is
13.6875%. The Company and the bank had originally expected to roll this
note over into a long-term credit facility. The Company chose not to
accept the long-term facility due to the terms offered. The Company is
currently in negotiations with the bank regarding repayment terms.
Accrued interest on this note amount to $3,843 at March 31, 1997.
d) Deferred compensation ERFC issued 755,043 shares of its common stock
into escrow in exchange for services to be rendered by its Chairman
under a four year contract. These services were valued at $125,000 per
year, therefore the Company is amortizing this deferred compensation
expense at a rate of $31,250 per quarter. These ERFC shares were
exchanged for shares of the Company on August 19, 1996. On August 30,
1996, the Company issued 10,000 shares of its common stock, valued at
$70,000, to an attorney for services to be rendered at below market
rates for a period of 4 months. Accordingly, the Company amortized this
expense over the term of the agreement.
On October 6, 1995, and modified on January 2, 1996, the Company
entered into an agreement with a financial advisor to issue 30,000
shares of its common stock, valued at $210,000, in exchange for
services rendered by the advisor to assist in effecting the merger
which occured on August 19, 1996.
F-6
ENVIRONMENTAL REMEDIATION HOLDING CORP.
Notes to Consolidated Financial Statements
d) Deferred compensation, continued On July 15, 1996, the Company entered
into an agreement with a general business advisor to issue 15,000
shares of its common stock, valued at $105,000, in exchange for
services rendered by the advisor.
e) Net loss per share Net loss per share is computed by dividing the net
loss by the number of shares outstanding during the period.
f) Crude oil reserves In February 1997, the Company acquired a 100 oil
well lease located in the Gunsite Sand Lease in Ector, Texas, in
exchange for 300,000 shares of the Company's common stock. The Company
received an independent evaluation of this field which reflected one
million barrels of proven oil reserves. In March 1997, the Company
acquired a 100 oil well lease located in the Woodbine Sand Lease Block
in Henderson, Texas, in exchange for 200,000 shares of the Company's
common stock. The Company received an independent evaluation of this
field which reflected one and one-half million barrels of proven oil
reserves. Both acquisitions also included all existing equipment on
site. The Company currently has not recorded the fair market value of
the equipment in place, if any, as it has not yet received the
independent appraisal of this equipment. The Company expects to receive
this appraisal by fiscal year end, and may or may not record such
determined fair market value at such time.
The Company expects to regularly assess proved oil and gas reserves for
possible impairment on an aggregate basis in accordance with SFAS 121.
g) Depletion Depletion (including provisions for future abandonment and
restoration costs) of all capitalized costs of proved oil and gas
producing properties are expected to be expensed using the
unit-of-production method by individual fields as the proven developed
reserves are produced.
(2) Income taxes The Company has a consolidated net operating loss
carry-forward amounting to $3,159,766, expiring as follows: $3,404 in
2010, $852,748 in 2011 and $2,303,614 in 2012. The Company has a
$1,264,000 deferred tax asset resulting from the loss carry-forward,
for which it has established a 100% valuation allowance. Until the
Company's current plans begin to produce earnings it is unclear as to
the ability of the Company to utilize these carry-forwards.
(3) Stockholders' equity The Company has authorized 950,000,000 shares of
$0.0001 par value common stock. On September 30, 1995, the Company had
746,483,333 shares issued and outstanding. On August 14, 1996, the
Company completed a 1 for 2,095 reverse split of its shares, leaving
356,317 shares issued and outstanding. On August 19,1996, the Company
issued 2,433,950 shares of common stock to acquire 100% of the issued
and outstanding common stock of ERFC. On August 19, 1996, the Company
also issued 73,277 shares of common stock to a consultant in exchange
for services valued at $1.00 per share related to the merger. In
September 1996, the Company issued 320,830 shares of its common stock
in exchange for $31,995 in cash. In September 1996, the Company issued
55,000 shares of its common stock under three consulting contracts
previously negotiated.
In February 1997, the Company issued 1,600,000 shares of common stock
via an S-8 registration in exchange for consulting and professional
services valued at $1,100,000. In February 1997, the Company acquired a
100 oil well lease with one million barrels of proven oil reserves
valued at $5,000,000 in exchange for 300,000 shares of the Company's
common stock. In March 1997, the Company issued 500,000 shares of
common stock via an S-8 registration in exchange for consulting and
professional services valued at $625,000. In March 1997, the Company
acquired a 100 oil well lease with one and one-half million barrels of
proven oil reserves valued at $7,500,000 in exchange for 200,000 shares
of the Company's common stock.
F-7
Item 2. Management's Discussion and Analysis or Plan of Operation.
During the first quarter of 1997 the Company has consumated a number of
agreements that are in line with our goal of being a small but very profitable
oil and gas company.
ERHC signed a Master Service Agreement with Chevron in late September
of 1996 to plug and abandon wells in the Gulf of Mexico, but was unable to move
forward on this agreement immediately due to barge design concerns. ERHC has
made a deposit on a 140 foot barge located in Morgan City, Lousiana. ERHC is in
the process of completing the designs on the P & A barge that will allow it to
work in as little as eighteen inches of water. This contract could be worth up
to 70 million dollars of revenue over the next three years to ERHC. This Master
Service Agreement from Chevron is expected to allows for further sites to be
added to the original agreement, which may include a significant number of wells
in Louisiana.
Environmental Remediation Holding Corporation, is in the process of
developing a Plug and Abandonment Division under the guidance of Sam L. Bass
Jr., CEO of ERHC, who will utilize the Company's extended family of technical
experts and the combined experience of ERHC's management and staff. There is
great confidence by ERHC of its ability to service the needs of its clients,
using cutting edge technology and knowledge of all environmental remediation
disciplines
The plug and abandonment of oil and gas wells is a detailed process of
shutting down and discontinuing the use of an older, unsafe or marginally
producing oil or gas wells. There are many ecological ramifications if oil and
gas wells are abandoned without following EPA and DEQ mandated guidelines. These
ramifications are caused due to aging equipment and pipe casings which can lead
to "blow outs", oil and gas seepage into the water, or ground and ground water
contamination. These problems can lead to major environmental problems and
expensive pollution cleanup.
ERHC is continuing negotiation for the purchase 60% of the outstanding
shares of Bass American Petroleum Company (BAPCO), which is expected to become a
subsidiary of the Company. BAPCO's main focus is to obtain marginally producing
wells and increase production of those wells eight to ten time via a lateral
drilling process using what is called a "lateral BAPCO Tool". This process is
minimal when compared to actually drilling a new well and gambling on an oil
find. The BAPCO Tool process is a simple, but effective way to build an oil
company without the high risk and drilling costs. It has been proven that there
is an eighty percent positive ratio of success. ERHC can buy old producing wells
and increase production ten to fifteen times versus the cost of drilling a new
well.
In February 1997, ERHC entered into a contract with FISCA oil to
purchase seven gas station in Texas for 1.3 million dollars. This contract was
subject to due dilligence and financing. The stations include the land and
equipment and have been in operation over 25 years. Subsequent to the completion
of the Company's due diligence, the Company decided not to consummate this
acquisition.
ERHC closed a loan with Connecticutt Bank of Commerce for $175,000
which is to be used to make a deposit on a P & A barge, complete the design on
the barge, keep insurance coverage in place and begin reworking the wells in
Wichita Falls, Texas.
On February 19, 1997, the Company purchased the lease on 100 wells
located in Wichita Falls, Texas in exchange for 300,000 shares of ERHC Rule 144
common stock. ERHC purchased the field based on the independent evaluation
reflecting one million barrels of proven reserves behind pipe. There is a second
reserve above sand that ERHC beleives can be accessed using the BAPCO tool. ERHC
understood that using normal A.P.I. methords of reworking the field could be
returned to viable production and with the use of the BAPCO tool production
could be increased to 800 barrels per day.
On March 14, 1997, the Company purchased 100 wells and equipment located on
1200 acres located
9
in Henderson, Texas in exchange for 200,000 shares of ERHC Rule 144 common
stock. ERHC purchased the field based on the independent evaluation reflecting
one and a half million barrels of proven reserves behind pipe that can be
economically removed using standard A.P.I methods of reworking . In additon to
the proven reserves, the geology in this area suggest a second reserve that
could exceed the proven reserves. ERHC believes that using the BAPCO Tool the
Company may be able to access this second reserve at very little cost.
EHC's growth concentration will be on the acquisition of complementary,
small to medium environmental remediation companies, primarily energy related.
Also the company will seek transportation opportunities associated with the
environmental remediation of energy industries.
Financial data
The Company's assets and stockholders' equity increased by
approximately $12.5 million in the three months ended March 31, 1997. This
increase is solely attributable to the Company's acquisition of the 200 oil
wells in Texas with independently verifiable reserves of 2.5 million barrels of
oil.
The Company generated its first revenues in the three months ended
March 31, 1997. These revenues were generated by the environmental remediation
division of the Company. The Company's gross margin on these revenues was 37.1%.
There is no guarantee that the Company will continue to generate such
significant gross margins in the future.
As the three months ended March 31, 1997, were the first period in
which the Company began active operations, a comparision between periods
presented would be misleading due to the heavy initial expenses incurred in
starting operations. The foregoing notwithstanding there was one significant
expense which the Company believes should discussed. The Company issued a total
of 2.1 million shares of its common stock via two S-8 registrations during the
quarter. These issuances were valued at $1.725 million based on the then current
trading price of the stock. The Company immediately expensed this total amount
during the quarter. These shares were issued to various consultants as payment
for services rendered to the Company in lieu of cash.
Liquidity
The Company's liquidity position is still as precarious as it has been
during the development stage preparing for the start of operations. The Company
increased its debt by approxiamtely $350,000 during the quarter. It expects to
continue to increase debt until such time as cash flow from operations is able
to carry the Company's expansion as well as its then existing operations. The
Company believes that it will begin receiving reasonably significant revenue and
cash flow from its Texas wells in the third quarter, however there is no
guarantee that such revenue and cash flow will be sufficient to sustain the
Company and allow it to continue its expansion plans in the near future.
PART II - Other Information
Item 1. Legal Proceedings.
The Company is not a party to any pending legal proceedings.
Item 2. Changes in Securities
The Company hereby incorporates by reference its S-8's filed with the
Commission on February 10, 1997, March 13, 1997 and May 14, 1997.
Item 3. Defaults Upon Senior Securities
None to report.
10
Item 4. Submission of Matters to a Vote of Security Holders.
None to report.
Item 5. Other Information
None to report.
Item 6. Exhibits and Reports on Form 8-K and 8-K/A.
The Company hereby incorporates its two Forms 8-K filed with the Commission
on July 7, 1997 and on July 7, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: July 17, 1997
ENVIRONMENTAL REMEDIATION HOLDING CORP.
a Colorado Corporation
By: /s/ Sam L. Bass, Jr.
Sam L. Bass, Jr.
CEO and Chairman of the Board
By: /s/ Noreen Wilson
Noreen Wilson
Vice President
11