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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to ______.
Commission file number 0-6540.
OCEANIC EXPLORATION COMPANY
(Exact name of small business issuer as specified in its charter)
DELAWARE 84-0591071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 South Quebec Street, Suite 450, Denver, CO 80237
(Address of principal executive offices)
(303) 220-8330
(Issuer's Telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
--- ---
Shares outstanding at Common $.0625 Par Value
October 31, 1999
9,916,154
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
- ------
September 30, 1999 March 31, 1999
------------------ --------------
Cash $ 32,083 23,337
Receivables:
Affiliates 4,867 7,857
Other 1,680 1,680
------------ ------------
6,547 9,537
Prepaid expenses 6,416 1,552
------------ ------------
Total current assets 45,046 34,426
------------ ------------
Oil and gas property interests, full-cost
method of accounting (note 2) 39,000,000 39,000,000
Less accumulated amortization, depreciation
and valuation allowance (39,000,000) (39,000,000)
------------ ------------
-- --
Other assets 1,600 1,920
------------ ------------
$ 46,646 $ 36,346
============ ============
(Continued)
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OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' DEFICIT
- -------------------------------------
September 30, 1999 March 31, 1999
------------------ --------------
Current liabilities:
Note payable to shareholder (note 3) $ 1,202,636 1,092,636
Note payable to affiliate (note 3) 70,000 --
Accounts payable 161,649 179,038
Accounts payable to affiliate 60,000 60,000
United Kingdom taxes payable, including
accrued interest 511,871 490,403
Accrued expenses 240,004 172,809
----------- -----------
Total current liabilities 2,246,160 1,994,886
Deferred income taxes 22,022 22,022
----------- -----------
Total liabilities 2,268,182 2,016,908
----------- -----------
Stockholders' deficit:
Preferred stock, $10 par value. Authorized
600,000 shares; none issued -- --
Common stock, $.0625 par value. Authorized
12,000,000 shares; 9,916,154 shares issued
and outstanding 619,759 619,759
Capital in excess of par value 155,696 155,696
Accumulated deficit (2,996,991) (2,756,017)
----------- -----------
Total stockholders' deficit (2,221,536) (1,980,562)
----------- -----------
Contingencies (note 2)
$ 46,646 $ 36,346
=========== ===========
See accompanying notes to consolidated financial statements.
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OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended Three Months Ended
September 30, September 30,
1999 1998 1999 1998
--------- --------- --------- ---------
Revenues:
Oil and gas sales - Greece (note 2) $ -- $ 124,003 $ -- $ 124,003
Other 276,966 227,455 135,276 116,299
--------- --------- --------- ---------
276,966 351,458 135,276 240,302
--------- --------- --------- ---------
Costs and expenses:
Interest and financing costs 61,221 49,243 32,015 25,699
Exploration expenses 5,756 4,352 3,026 1,965
Amortization and depreciation -- 95,000 -- 47,500
General and administrative 450,963 388,143 239,257 208,944
--------- --------- --------- ---------
517,940 536,738 274,298 284,108
--------- --------- --------- ---------
Loss before income taxes (240,974) (185,280) (139,022) (43,806)
Income tax benefit -- (11,602) -- (30,602)
--------- --------- --------- ---------
Net loss $(240,974) (196,882) (139,022) (74,408)
========= ========= ========= ==========
Loss per common share $ (.02) $ (.02) $ (.01) $ (.01)
========= ========= ========= ==========
See accompanying notes to consolidated financial statements.
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OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
September 30,
1999 1998
--------- ---------
Cash flows from operating activities:
Net loss $(240,974) $(196,882)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization and depreciation -- 95,000
Deferred income tax benefit -- (38,000)
Decrease (increase) in accounts receivable and due from
affiliates 2,990 (43,344)
(Increase) decrease in prepaid expenses and other assets (4,544) 820
Decrease in accounts payable and accounts payable
to affiliate (17,389) (42,869)
Increase in United Kingdom taxes payable,
including accrued interest payable, and accrued expenses 88,663 90,685
--------- ---------
Net cash used in operating activities (171,254) (134,590)
Cash flows from financing activities:
Advances from notes payable to shareholder and affiliate 180,000 140,000
--------- ---------
Net increase in cash 8,746 5,410
--------- ---------
Cash at beginning of period 23,337 38,601
--------- ---------
Cash at end of period $ 32,083 44,011
========= =========
See accompanying notes to consolidated financial statements.
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OCEANIC EXPLORATION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated balance sheet as of March 31, 1999 which has been
derived from audited statements and the unaudited interim consolidated financial
statements included herein have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
note disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to those rules and regulations, although the Registrant
believes that the disclosures made are adequate to make the information
presented not misleading. In the opinion of management, all adjustments
consisting of normal reoccurring accruals have been made which are necessary for
the fair presentation of the periods presented. The accounting policies of the
Registrant are set forth in the financial statements and notes thereto and are
included in the Registrant's latest annual report on Form 10-KSB. It is
suggested that these consolidated financial statements be read in conjunction
with that document.
(2) OIL AND GAS SALES - GREECE
Effective January 1, 1993, the operator of the Greek properties
negotiated an agreement with the Greek government which amended the original
license agreement entered into in June 1975 (the "License Agreement"). The
amendment provides for a sliding scale for calculating the operator's
recoverable costs and expenses and for the calculation of the Greek royalty
interest. Denison Mines, Ltd. ("Denison"), the working interest owner having the
contractual obligation to the Registrant for the 15% net profits interest, (also
called "Prinos Interest" in some parts of this Report) asserted that the
calculation of the amounts due to the Registrant should be based on the amended
agreement with the Greek government. The Registrant disagreed with this
interpretation and commenced a legal action in Canada seeking a declaration by
the Ontario Court of Justice (General Division) in Toronto, Canada (the "Court")
that amounts due the Registrant attributable to its 15% net profits interest be
calculated based on the terms of the License Agreement before this amendment. In
December 1996, the Registrant received notification that the Court had issued a
judgment in its favor. The Court ordered Denison to pay $6,111,101 including
interest to the Registrant for the period from January 1, 1993 through December
13, 1996 and to make payments to the Registrant subsequent to December 13, 1996
also based on the terms of the original License Agreement. The Court also
awarded court costs to the Registrant which are anticipated to be approximately
$107,000 plus interest. Denison subsequently filed a Notice of Appeal requesting
that the judgment be set aside. Therefore, it appears that the final
determination will likely have to be made by the Appellate Court. The hearing
before the Ontario Court of Appeal was held on June 14 and 15, 1999. However,
the
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Ontario Court of Appeal has not as yet issued the final decision. While the
Registrant believes it has a reasonable probability of prevailing in its action,
the ultimate outcome of the matter cannot presently be determined. Accordingly,
no amounts have been recorded in the accompanying consolidated financial
statements for current revenues or damages, if any, that may ultimately be
awarded to the Registrant.
In December 1998, the Registrant was notified by Denison that April 1,
1998 through March 31, 1999 would be the final year of production for the Prinos
property. In the final year of production, Denison is entitled to 100% cost
recovery; consequently, the Registrant did not receive any net profits interest
payments for this period. The revenue recorded for the three and six months
ended September 30, 1998 pertains to January through March 1998 which had
previously been withheld by Denison.
Effective March 31, 1999, the consortium operating the Greek properties
relinquished its license to operate the Prinos oil field in Greece. However, the
consortium retained its exploration rights in an area of the Aegean Sea over
which there has been an ongoing ownership dispute between Greece and Turkey.
Should the dispute be resolved and the consortium drill and successfully develop
any additional prospects, the Registrant would be entitled to once again receive
its 15% net profits interest, applicable to Denison's working interest.
(3) NOTES PAYABLE TO SHAREHOLDER AND AFFILIATE
Note payable to shareholder, International Hydrocarbons ("IH"), at March
31, 1999 and September 30, 1999 previously represented borrowings under a
$2,000,000 line of credit established in favor of the Registrant by NWO
Resources, Inc. ("NWO"), previously the parent company of IH, the Registrant's
majority stockholder. The line of credit is secured by the Registrant's 15% net
profits interest in the offshore Greece oil and gas property and all proceeds
from the pending litigation. In October 1998, the line of credit was assigned
from NWO to IH.
In April 1999, an Extension Agreement was executed with IH allowing the
Registrant to draw up to $1,500,000 as needed for working capital. In addition,
the Registrant is currently not required to make interest payments to IH.
Principal and accrued interest are due on demand by IH. The note payable to
affiliate (NWO) was established in June 1999. The remaining balance under the IH
line of credit was replaced with a new line of credit with NWO in which the
Registrant is allowed to draw up to $300,000 for general working capital
purposes. Interest payments to NWO calculated at the rate of 8.25% are due
monthly. Principal is due upon demand by NWO. This line of credit, although
subordinate to that with IH, is also secured by the Registrant's 15% net profits
interest in the offshore Greece oil and gas property and all proceeds from the
pending litigation. Funds from the NWO line of credit should be sufficient to
fund the litigation and limited operations through the final judgment by the
Appellate Court; however, the Registrant may be required to obtain additional
capital to fund continuing operations and pay off the IH and NWO loans and
accrued interest when due. Due to the uncertainties regarding the outcome of the
litigation and the Registrant's ability to obtain additional financing to fund
its future operations and repay the amounts due to IH and NWO, there is
substantial
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doubt about the ability of the Registrant to continue as a going concern in the
event the judgment is overturned on appeal. Accordingly, the Registrant's
auditors have issued an opinion on the Registrant's financial statements for the
year ended March 31, 1999 that includes an explanatory paragraph discussing the
uncertainty regarding the Registrant's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
As of September 30, 1999, the outstanding loans payable to IH and NWO
were $1,202,636 and $70,000, respectively. Since the Consortium has declared
final year with respect to the Prinos property and it is unknown if or when
further development in the exploration area in Greece will be undertaken, it is
unlikely that the Registrant will have sufficient funds to repay the obligations
owed to IH and NWO if demand is made before the collection of any judgment or
settlement from Denison.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Registrant's principal source of revenue has been from
its Prinos Interest. The Registrant also receives revenues from sales of seismic
data gathered in its oil and gas exploration and development activities. That
revenue is sporadic and is not sufficient to fund the Registrant's ongoing
operations. There have been no sales of seismic data during the six-month period
ended September 30, 1999 or the year ended March 31, 1999.
The Registrant currently receives approximately $564,000 per year in
connection with services it provides to Cordillera Corporation and San Miguel
Valley Corporation pursuant to management agreements providing for reimbursement
of costs for actual time and expenses incurred in activities conducted on behalf
of those entities. The amounts received under the management agreements are a
reimbursement for employee salaries and other operating expenses.
Denison's curtailment of payments to the Registrant under the Prinos
Interest has resulted in the Registrant's inability to fulfill its financial
obligations as they become due and fund its operations over the longer term.
Consequently, the Registrant faces potential insolvency. Accordingly, the
Registrant's auditors have issued an opinion on the Registrant's financial
statements for the year ended March 31, 1999 that includes an explanatory
paragraph discussing the uncertainty regarding the Registrant's ability to
continue as a going concern. The financial statements do not contain any
adjustments that may be necessary if the Registrant is unable to continue as a
going concern.
When payments under the Prinos Interest were suspended in 1994, the
Registrant funded its operations through draws against the line of credit
initially established with NWO. In October 1998, this line of credit was
assigned from NWO to IH, the Registrant's majority shareholder. In April 1999,
the Registrant executed an Extension Agreement with IH allowing the Registrant
to draw up to $1,500,000 as needed for working capital purposes. Under the terms
of the Extension Agreement, the
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Registrant is currently not required to make any principal or interest payments.
However, all principal and accrued interest are due upon demand by IH. In June
1999, the remaining balance under the IH line of credit was replaced with a new
line of credit with NWO in which the Registrant is allowed to draw up to
$300,000 for general working capital purposes. Interest payments to NWO
calculated at the rate of 8.25% are due monthly. Principal is due upon demand by
NWO. Funds from the NWO line of credit should be sufficient to fund the
litigation and limited operations through the date of the final decision by the
Appellate Court; however, the Registrant may be required to obtain additional
capital to fund continuing operations and pay off the IH and NWO loans and
accrued interest when due.
As of September 30, 1999, the outstanding loans payable to IH and NWO
were $1,202,636 and $70,000, respectively. Unless funds are received from the
judgment or a settlement with Denison or another source of revenue is
established, the Registrant will not be able to repay its obligations to IH or
NWO if either demands repayment.
As previously noted, net profits interest payments received by the
Registrant for January 1, 1993 through March 31, 1998 applicable to the Prinos
property are currently the subject of litigation. In June 1994, the Registrant
commenced legal action against Denison who has the contractual obligation to pay
the net profits interest. The Registrant was seeking a declaration by the Court
that amounts due the Registrant attributable to its interest be calculated based
on the terms of the License Agreement prior to a 1993 amendment agreed to by the
consortium and the Greek government. In September 1996, the lawsuit went to
trial. In December 1996, the Registrant received notification that the Court had
rendered a judgment in the Registrant's favor. The defendant subsequently filed
a Notice of Appeal requesting that the judgment be set aside. Therefore, it
appears that the final determination will likely be made by the Appellate Court.
The hearing before the Ontario Court of Appeal was held on June 14 and 15, 1999.
However, the Ontario Court of Appeal has not as yet issued the final decision.
While the Registrant believes there is a reasonable probability of prevailing in
the litigation, the ultimate outcome of the lawsuit cannot be determined at this
time.
Even if a final determination in the Registrant's favor is obtained, of
which there is no assurance, there is no guarantee that the Registrant would be
able to collect that judgment and, if able to collect, when the judgment would
be actually collected. Previously, it appeared, based on Denison's public
filings, that the financial stability of Denison was questionable and that
Denison continued to operate at the sufferance of its secured creditors. Based
upon more recent public filings, however, it appears that Denison's debt
restructuring approved in 1995 may have been successful in preserving Denison as
a going concern. This restructuring may also increase the likelihood that
Denison would have assets available for satisfaction of a judgment in favor of
the Registrant. However, the Registrant does not have sufficient information in
its possession to determine whether any assets of Denison are unsecured and
available for satisfaction of a final determination in favor of the Registrant.
If the final determination is not favorable, the Registrant will retain
its interest in the exploration area of the offshore Greece property. However,
there is significant uncertainty whether or not this area will ever be developed
due to territorial disputes. Consequently, the Registrant will be required
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to obtain additional financing to repay the amounts due to IH and NWO and fund
its future operations. The Registrant may be forced to liquidate its assets, and
in such case, it is unlikely that any assets would be available for distribution
to shareholders.
In December 1998, the Registrant was notified by Denison that April 1,
1998 through March 31, 1999 would be the final year of production for the Prinos
property. In the final year of production, Denison is entitled to 100% cost
recovery; consequently, the Registrant did not receive any net profits interest
payments for this period. The revenue recorded for the three and six months
ended September 30, 1998 pertains to January through March 1998 which had
previously been withheld by Denison.
Unless funds are collected as a result of the litigation with Denison,
the Registrant will be required to obtain additional capital to fund continuing
operations and to pay off the IH and NWO loans and accrued interest when due.
Due to the uncertainties regarding the outcome of the litigation and the
Registrant's ability to obtain additional financing to fund its future
operations and repay the amounts due to IH and NWO, there is substantial doubt
about the ability of the Registrant to continue as a going concern in the event
the judgment is overturned on appeal. Accordingly, the Registrant's auditors
have issued an opinion on the Registrant's financial statements for the year
ended March 31, 1999 that includes an explanatory paragraph discussing the
uncertainty regarding the Registrant's ability to continue as a going concern.
The financial statements do not contain any adjustments that may be necessary if
the Registrant is unable to continue as a going concern.
If the litigation with Denison is resolved in the Registrant's favor and
funds are received as a result, that revenue should be sufficient to repay the
IH and NWO loans and fund on-going operations and limited new exploration
activities.
YEAR 2000 READINESS
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. As a result,
any of the Registrant's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in system failures or miscalculations causing disruptions of
operations of the Registrant.
Since 1996, the Registrant has replaced all of its computer hardware and
software with that which is Year 2000 compliant. The cost associated with these
upgrades was not material.
Failure of third parties upon whom the Registrant's business relies to
timely remediate their Year 2000 Issues could adversely affect the Registrant's
operations. However, the major third parties with whom the Registrant deals have
indicated that they are addressing the Year 2000 Issue and intend to have the
matter resolved before December 1999.
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The Registrant has not, to date, implemented a Year 2000 Contingency
Plan. However, the Registrant is prepared to develop and implement a contingency
plan should the status of any of the above change.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In June 1994, the Registrant commenced legal action against Denison
seeking a declaration by the Court that amounts due the Registrant attributable
to its net profits interest in certain oil and gas producing areas offshore
Greece be calculated based on the terms of the License Agreement prior to a 1993
amendment agreed to by the consortium and the Greek government. On December 13,
1996, the Registrant received notification that the Ontario Court of Justice
(General Division) in Toronto, Canada, had issued a judgment in its favor.
Specifically, the Court found that Denison is obligated to pay the Registrant
its 15% net profits interest in accordance with the terms of the License
Agreement prior to the 1993 amendment. First, the Court ordered Denison to pay
$6,111,101 including interest to the Registrant for the period January 1, 1993
through December 13, 1996. Second, the Court ordered Denison to make payments to
the Registrant subsequent to December 13, 1996, also calculated based on the
terms of the original License Agreement. Lastly, the Court awarded court costs
to the Registrant which are anticipated to be approximately $107,000 plus
interest. Subsequent to receiving the judgment from the Court, Denison filed a
Notice of Appeal with the Court in which it requested that the judgment be set
aside for errors in the judge's findings. The Registrant disagrees that there
were errors made. Therefore, it appears that the final determination will likely
have to be made by the Appellate Court. The hearing before the Ontario Court of
Appeal was held on June 14 and 15, 1999. However, the Ontario Court of Appeal
has not as yet issued the final decision. While the Registrant believes there is
a reasonable probability of prevailing in the litigation, the ultimate outcome
of the lawsuit cannot be determined at this time. Accordingly, no amounts have
been recorded in the accompanying financial statements for current revenues or
damages, if any, that may ultimately be awarded to the Registrant.
See the Registrant's Form 10-KSB for the fiscal year ended March 31,
1999, for a more detailed discussion of these legal proceedings.
ITEM 2. CHANGE IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith are listed below and if not located in
another previously filed registration statement or report, are attached to this
Report at the pages set out below. The "Exhibit Number" below refers to the
Exhibit Table in Item 601 of Regulation S-B. Those reports previously filed with
the Securities and Exchange Commission as required by Item 601 of Regulation S-B
are incorporated herein by reference, in accordance with the provisions of Rule
12b-32, to the reports or registration statements identified below.
Exhibit Number Name of Exhibit Location
- -------------- --------------- --------
None
(b) No reports on Form 8-K were filed during the quarter for which
this Report is filed.
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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.
OCEANIC EXPLORATION COMPANY
Date: November 3, 1999 /s/ Charles N. Haas
---------------------------- --------------------------------
Charles N. Haas
President
Date: November 3, 1999 /s/ Lori A. Brundage
---------------------------- --------------------------------
Lori A. Brundage
Treasurer and Chief Financial Officer
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INDEX TO EXHIBITS
EX-27 Financial Data Schedule