UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITITES
EXCHANGE ACT OF 1934. For the quarter ended July 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
VECTOR ENERGY CORPORATION
(Name of small business issuer in its charter)
Texas
(State or other jurisdiction of
incorporation or organization)
76-0582614
(I.R.S. Employer
Identification No.)
11757 Katy Freeway, Suite 950
Houston, Texas 77056
(Address of principal executive office)
(281) 589-2526
(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 DURING THE PRECEEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of
securities under a plan confirmed by a court Yes [ ] No [ ].
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 practicable date:
At August 31, 2000 there were 21,887,188 shares of no par value common stock
outstanding.
Transitional Small Business Disclosure Format (Check one) Yes [ ] No [X].
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited financial statements of the Company appearing at page F-1
through F-10 hereof are incorporated by reference.
Item 2. Management's Discussion and Analysis or Plan of Operation
On July 31, 2000, The Company had a working capital deficit of $8,789,468.
This is primarily due to net payables assumed in the acquisition of oil and
gas properties, and the classification of the Company's secured debt as
current. The Company has begun to settle many of the assumed payables
for a combination of cash and the Company's common stock. Management
believes that they will be able to continue this. On November 4, 1998, the
Company entered into an asset acquisition transaction by which the Company
acquired the right, title, and interest in certain oil, gas, and mineral
leases and working interests in approximately fifteen producing oil and gas
wells located in Oklahoma, Louisiana and Texas. The transaction consisted
of a purchase and sale agreement with Texas Energy and Environmental, Inc.
and Cougar Oil and Gas, Inc. (collectively the "Sellers"). In conjunction
with the asset acquisition transaction, the Company executed an amended and
restated credit agreement with its lender whereby its borrowing base was
increased by $800,000. On November 4, 1998, the Company drew down the
additional $800,000 and used the proceeds to repay the bank debt and certain
of the other liabilities assumed in the asset acquisition transaction. In
addition, the Company borrowed $500,000 from a stockholder under a six-month
promissory note. Such note bears interest at 10% per annum and is
subordinate to the Company's credit agreement. The holder of the promissory
note received warrants to purchase 100,000 shares of the Company's common
stock at $.10 per share. Such warrants expire ten years from the date
granted. The holder of the note is entitled to receive 300,000 shares of the
Company's common stock under certain provisions extending the term of the
note. The note also provides that the Company will use its best efforts to
raise additional equity capital, and any capital so raised shall be used to
repay the promissory note.
Liquidity and Capital Resources
The secured debt assumed by the Company is a $10,000,000 revolving credit
note which terminates on March 15, 2001. Interest on the note is payable
monthly at a floating rate which is was 10.13% at July 31, 2000. The
borrowing base under the note is determined periodically based upon the
collateral value assigned to the mortgaged properties, and is currently
$6,719,596. Principal payments were scheduled at $10,000 per month and
increasing to $75,000 per month beginning on February 15, 1999 and $125,000
per month beginning May 15, 1999. In addition, the note placed certain
restrictions on the use of the revenues from the mortgaged properties,
required the Company to satisfy the net accounts payable assumed by
May 31, 1999 and required the expenditure of $300,000 on the development of
the mortgaged properties by April 14, 1999. The Company does not anticipate
that the borrowing base under the note can be increased without incurring
development costs which are significantly greater than those required under
the terms of the note.
On February 23, 1999, the Company entered into an agreement with its lender
to amend its revolving credit note. Such amendment modifies the principal
payments under the note to $75,000 per month beginning April 15, 1999 and
increasing to $125,000 on May 15, 1999. In addition, the amendment deferred
a portion of the interest payment due in February for a period of one month.
In addition, certain of the deadlines relating to the settlement of
liabilities assumed and expenditures for the development of the mortgaged
properties were extended or modified. The Company is currently negotiating
a restructure of this agreement with its lender. It is anticipated
<PAGE>
that such restructure will involve the reduction of the debt by $3 million
in exchange for stock and a new amortization schedule and maturity date.
The exact terms of this restructure have not yet been finalized.
Currently, the Company's oil and gas revenues are sufficient to satisfy its
oil and gas operating expenses and interest payments. The Company's general
and administrative expenses and development costs are being funded primarily
from the proceeds from the sale of stock. The Company believes that the
asset acquisition transaction and the planned development of its properties
will result in an increase in oil and gas revenues which will be sufficient
to its meet operating, general and administrative, interest and debt service
requirements. However, there can be no assurance that this will occur.
It is anticipated that an additional $2,000,000 in equity funding will be
required to meet the current needs of the Company. Any inability of the
Company to raise additional capital will limit the development of most of its
oil and gas properties and may prevent the Company from meeting its cash
requirements.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved from time to time in various claims, lawsuits and
administrative proceedings incidental to its business.
In the opinion of management, the ultimate liability thereunder, if any, will
not have a materially adverse effect on the financial condition or results of
operations of the Company
Item 2. Changes in Securities and Use of Proceeds
The information required by this item is provided in the Notes to Financial
Statements appearing at pages F-7 through F-10 hereof and are incorporated by
reference.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - FINANCIAL DATA SCHEDULE
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
VECTOR ENERGY CORPORATION
(Registrant)
By /S/ Randal B. McDonald, Jr
-----------------------------
Randal B. McDonald, Jr.
Chief Financial Officer
Principal Financial and Accounting Officer
Date: September 19, 2000
By /S/ Stephen F. Noser
-----------------------------
Stephen F. Noser
President
Principal Executive Officer
Date: September 19, 2000
<PAGE>
Vector Energy Corporation
FINANCIAL STATEMENTS
Julyy 31, 2000
(Unaudited)
F-1
<PAGE>
CONTENTS
UNAUDITED CONSOLIDATED BALANCE SHEET - ASSETS F-3 to F-4
UNAUDITED CONSOLIDATED STATEMENT OF INCOME F-5
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOW F-6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS F-7 to F-10
F-2
<PAGE>
Vector Energy Corporation
CONSOLIDATED BALANCE SHEET
July 31, 2000
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 135,185
Revenue accounts receivable 347,865
JIB accounts receivable 69,315
-------------
Total current assets 552,365
-------------
PROVED OIL AND GAS PROPERTIES USING THE
FULL COST METHOD OF ACCOUNTING 16,123,826
Less accumulated depreciation, depletion,
amortization and impairment 473,513
-------------
Net oil and gas properties 16,650,313
-------------
OTHER ASSETS
Other property and equipment, less accumulated
depreciation of $31,269 47,276
Long term accounts receivable 197,235
Deferred loan costs - net 210,475
Other assets 6,926
-------------
Total other assets 461,912
-------------
$ 16,664,590
=============
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
Vector Energy Corporation
CONSOLIDATED BALANCE SHEET
July 31, 2000
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Line of Credit $ 6,719,596
Notes payable 609,320
Accounts payable - trade 1,091,780
Royalties payable 331,596
Working interest revenues payable 111,522
Taxes payable 108,192
Advances from related party 145,992
Accrued payroll 103,279
Accrued interest 120,556
-------------
Total current liabilities 9,341,833
-------------
STOCKHOLDERS' EQUITY
Preferred stock class AA, 6% cumulative
convertible; $100.00 par value per share,
30,000 shares authorized;
no shares issued and outstanding -
Preferred stock class B, noncumulative
nonconvertible; $1.00 par value per share,
500,000 shares authorized;
500,000 shares issued and outstanding 50,000
Preferred stock class C, 5% cumulative
convertible; $100 par value per share,
10,000 shares authorized;
no shares issued and outstanding -
Common stock, no par value; 100,000,000
shares authorized; 21,816,517 shares issued
and outstanding at July 31, 2000 2,384,434
Additional paid in capital 16,963,391
Retained earnings (12,075,068)
-------------
Total stockholders' equity 7,322,757
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,664,590
=============
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
Vector Energy Corporation
CONSOLIDATED STATEMENT INCOME
Three Months Ended July 31, 2000
(Unaudited)
REVENUES
Oil sales $ 53,781
Gas sales 314,179
Production byproducts 6,188
Interest income 30
------------
Total revenues 374,178
------------
EXPENSES
Production taxes 13,191
Lease operating expense 168,963
Depletion of oil and gas properties 26,951
Interest expense 186,111
General and administrative expense 895,621
------------
Total expenses 1,290,837
------------
NET LOSS $ (916,659)
============
NET LOSS PER COMMON SHARE
Basic $ (0.04)
============
WEIGHTED AVERAGE NUMBER SHARES OUTSTANDING 20,418,974
============
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
Vector Energy Corporation
CONSOLIDATED STATEMENT OF CASH FLOW
Three Months Ended Julyy 31, 2000
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (916,659)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depletion of oil and gas properties 26,951
Amortization expense 87,609
Depreciation expense 4,245
Stock issued for consulting fees 700,020
Increase in accounts receivable (22,949)
Decrease in accounts payable (36,678)
Increase in royalties and revenues payable 60,155
Increase in other current liabilities 36,966
------------
Net cash used by operating activities (60,340)
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Development costs incurred -
------------
Net cash used by investing activities -
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on line of credit (10,000)
Note repayments (20,493)
Stock sales 120,000
------------
Net cash provided by financing activities 89,507
------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 29,167
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 106,018
------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 135,185
============
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
Vector Energy Corporation
Notes to Unaudited Consolidated Financial Statements
July 31, 2000
Management's Representation of Interim Financial Information
The accompanying financial statements have been prepared by Vector Energy
Corporation (The Company)without audit pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosure normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted as allowed by such rules and regulations, and management believes
that the disclosures are adequate to make the information presented not
misleading. These financial statements include all of the adjustments which,
in the opinion of management, are necessary to a fair presentation of
position and results of operations. These financial statements should be
read in conjunction with the audtited financial statements included in the
Company's Form 10-KSB, as of April 30, 2000.
Business and Organization
Vector Energy Corporation, a Texas corporation (together with its subsidiary,
Vector Exploration, Inc., collectively, "the Company") was formed on June 18,
1998 as a result of an agreement and plan of reorganization. The Company is
primarily engaged in the acquisition, development, production and exploration
of oil and natural gas properties in the United States.
Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Oil and Gas Properties
The Company follows the full cost method of accounting for its oil and gas
properties. All costs associated with property acquisition, exploration, and
development activities are capitalized in a single, United States cost center.
Internal costs directly identified with the acquisition, exploration and
development activities of the Company are also capitalized. Capitalized costs
are amortized on the unit-of-production basis using proved oil and gas
reserves. Capitalized costs are limited to the present value of estimated
future net revenues less estimated future expenditures using a discount factor
of ten percent. Sales and abandonments of oil and gas properties are treated
as reductions of the capitalized cost pool. At July 31, 2000, there were
no costs of unproved properties or major development projects included in the
capitalized cost pool.
Other Property and Equipment
Other property and equipment of the Company consists primarily of computer
equipment, vehicles and furniture and fixtures, which are depreciated over
estimated useful lives, ranging from three to seven years, on a straight-line
basis.
Loss Per Share
Loss per share has been calculated using the weighted average number of shares
outstanding. Outstanding warrants and other potentially dilutive securities
have been excluded from the calculation of loss per share, as their effect
would be anti-dilutive.
F-7
<PAGE>
Vector Energy Corporation
Notes to Unaudited Consolidated Financial Statements (Continued)
July 31, 2000
Organizational Costs
Certain organizational costs incurred by the Company have been capitalized
and are being amortized over a sixty-month period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months
or less to be cash equivalents.
The following is a summary of all significant noncash investing and financing
activities and payments made for interest and income taxes for the three
months ended July 31, 2000:
<TABLE>
<S> <C>
Noncash activities:
Common stock issued for consulting fees $ 700,020
Common stock issued for development of properties $ 9,500
Common stock issued in settlement of accounts payable $ 86,763
Common stock issued for oil and gas properties $ 31,015
</TABLE>
<TABLE>
<S> <C>
Cash payments
Interest $ 172,875
Acquisitions of Oil and Gas Properties
On May 8, 1998, the Company acquired various working and royalty interests in
wells located in Texas, Louisiana and Oklahoma. To effect the transaction,
the Company issued 30,000 shares of class AA preferred stock, valued at
$3,000,000, and 313,124 shares of common stock, valued at $939,372. In
addition, the Company assumed $6,100,000 in bank debt and $511,465 in accounts
payable, net of accounts receivable and cash acquired. The Company has
capitalized $251,704 in expenses incurred in conjunction with this
transaction. Subsequently, the Company issued 116,014 shares of common stock,
valued at $163,065, for additional working interests in certain of the
properties acquired.
On November 4, 1998, the Company acquired various working interests in wells
located in Louisiana, Texas and Oklahoma. To effect the transaction, the
Company issued 1,226,667 shares of common stock, valued at $1,840,000, and a
$120,000 non-interest bearing note payable to the sellers. In addition, the
Company assumed $690,522 in bank debt and $600,954 in accounts payable. The
Company has capitalized $15,145 in expenses incurred in conjunction with this
transaction. The Company was also required to expend a minimum of $500,000
in capital investment on the properties acquired within nine months. Because
capital investment was not made, the sellers were entitled to receive an
additional 500,000 shares of common stock. Subsequently, the Company
exchanged the working interests acquired in certain properties in Texas and
$30,000 for additional working interests in the properties acquiredin
Louisiana.
On March 7, 2000, the Company closed a purchase and sale agreement with a
company, which is a debtor in possession in a Chapter 11 Bankruptcy. Under
the agreement, the Company acquired all of the Bankrupt Debtor's interest
in a block located in the Offshore Texas, Mustang Island Area for 550,000 shares
of common stock valued at $550,000. In accordance with the agreement, the
Company immediately repurchased 16,667 shares of common stock at $3.00 per
share, for a total of $50,000. Under the terms of the agreement, in the event
that the daily rate of production from the properties acquired averages at
least 5,000 Mcf per day over a complete calendar month, the seller has the
right to put 150,000 shares of common stock to the Company at $3.00 per
share. If the seller fails to exercise such right, the Company has the right
to call 150,000 shares of common stock at $3.00 per share. In addition, the
Company may be required to issue a maximum of 370,000 additional shares of
common stock to the sellers based upon the required future development costs
associated with the properties acquired.
Line of Credit
The Company has a $10 million revolving credit note with the First Union
National Bank which terminates on March 15, 2001. Interest on the note is
payable monthly at a floating rate which was 10.13% at July 31, 2000. The
borrowing base under the note is determined periodically based upon the
collateral value assigned to the mortgaged properties, and is currently
$6,719,596. The borrowing base may be redetermined at the Bank's sole
discretion. Principle payments are scheduled at $125,000 per month. In
addition, the note places certain restrictions on the use of the revenues
from the mortgaged properties. The Company does not anticipate that the
F-8
<PAGE>
Vector Energy Corporation
Notes to Unaudited Consolidated Financial Statements (Continued)
July 31, 2000
borrowing base under the note can be increased without incurring development
costs which are significantly greater than those required under the terms of
the note.
The line-of-credit with First Union National Bank has the following financial
covenants: The Company is required to submit to the bank audited financial
statements in accordance with GAAP, and have nothing indicative of an ongoing
concern in the audit report. The Company's debt service ratio (ratio of
EBITDA to consolidated debt service) shall not be less than 1.25 to 1.00 at
all times throughout the remaining term of the loan. The Company's interest
coverage ratio (ratio of EBITDA to consolidated interest expense) shall not
be less than 3.00 to 1.00 at all times throughout the remaining term of the
loan. The Company shall maintain a positive current ratio (current assets to
current liabilities). The current ratio should not exceed 1.00 to 1.00 at any
time during the loan (excluding any past due payables through May 31, 1999,
only).
The bank waived default of all financial covenants through November 30, 1999.
However, the Company has not made any of the scheduled principal payments,
which were due beginning in December, 1999, with the exception of $10,000
per month which has been paid since June , 2000. The Company's failure to
meet the scheduled principal payments constitutes an event of default under
the note agreement. However, the bank has not issued a notice of default, and
the Company is currently in negotiation with the bank to restructure the loan.
Accordingly, the Company hasreflected the entire line of credit amount as a
current liability.
Notes payable
The Company is obligated under a 10% promissory note payable to the brother
of the Company's president. In conjunction with the issuance of the note,
the Company issued a warrant to purchase 100,000 shares of the Company's
common stock at $0.10 per share. Such warrant expires on October 30, 2008.
The note had an original maturity date of April 30, 1998, which was extended
by the Company until October 30, 1999 by the issuance of 100,000 shares of
common stock to the holder. Under the terms of the note, the Company issued
an additional 200,000 shares of common stock to the holder due to its failure
to pay the balance due by the extended maturity date. The balance of
principal and accrued interest at July 31, 2000 was $500,000 and $87,124,
respectively.
The Company is obligated under unsecured installment notes, which were issued
to various vendors in settlement of accounts payable. The notes, which bear
interest at rates ranging from 0% to 13.6% call for monthly payments totaling
$11,484 at July 31, 2000. The outstanding principal balances totaled $109,320
at July 31, 2000.
Stockholder's Equity
Preferred Stock
The Company has 20,000,000 authorized shares of preferred stock of which
30,000 shares are designated as Class AA Cumulative Convertible Preferred
Stock, par value $100.00 per share. The holders of the Class AA Cumulative
Convertible Preferred Stock are entitled to receive a 6%, or $6.00 per share
cumulative cash dividend payable quarterly. As of July 31, 2000 no shares
of the Class AA Cumulative Convertible Preferred Stock were issued and
outstanding. The 6% Class AA Cumulative Convertible Preferred Stock is
redeemable in whole, but not in part, at the option of the Corporation by
F-9
<PAGE>
Vector Energy Corporation
Notes to Unaudited Consolidated Financial Statements (Continued)
July 31, 2000
unanimous resolution of its Board of Directors at any time after
December 31, 1998, at $100 per share, plus all dividends accrued and unpaid
up to the date fixed for redemption. The Class AA Cumulative Convertible
Preferred Stock may also be converted at the option of each holder, into
100 fully paid and non-assessable shares of the Corporation's common stock,
no par value per share. Each share of Class AA Preferred Stock is entitled
to cast a number of votes equal to the number of shares of common stock into
which the Class AA Preferred Stock is convertible.
The Company is authorized to issue 500,000 shares of Class B Preferred Stock,
par value $1.00 per share. Class B Preferred Stock is subordinate to Class AA
6% Preferred Stock in priority, both of which are senior to any and all
capital stock. The holders of Class B Preferred Stock are not entitled to
receive any dividends. As of July 31, 2000 500,000 shares of the Class B
Preferred Stock were issued and outstanding. The Class B Preferred Stock is
redeemable in whole, but not in part, at the option of the Corporation by
resolution of the Corporation's Board of Directors at anytime at $1.00 per
share. Each share of Class B Preferred Stock has the voting rights equal to
100 shares of the Company's common stock. The holders of Class B shares are
entitled to elect at least two directors to the Board of Directors of the
Corporation. The holders of Class B Preferred Stock voting as a class will
have the right to remove without cause at any time and replace any director
such holders have elected.
The Company is authorized to issue out of the 20,000,000 authorized shares of
preferred stock, 10,000 shares of Class C Cumulative Convertible Preferred
Stock (Class C Preferred Stock). Class C Preferred Stock has a par value of
$100.00 per share and is entitled to receive cumulative cash dividends at the
annual rate of 5%, or $5.00 per share, payable quarterly at the rate of $1.25
per share. As of July 31, 2000 no shares of Class C Preferred Stock were
issued and outstanding. Class C Preferred Stock is redeemable in whole, but
not in part by unanimous resolution of the Board of Directors at any time
after July 31, 1999, at the rate of $100.00 per share plus all dividends
accrued and unpaid at such date. Class C Preferred Stock has no voting
rights. Class C Preferred Stock is subordinate to all other shares of
preferred stock in priority. The Class C Preferred Stock may be converted
into common stock at the option of the shareholder at the rate of 25 common
shares to one share of Class C Preferred Stock. At any time on or after
July 31, 1999, each holder of shares of the 5% Preferred Stock may, at such
holders option, tender any or all such shares for redemption at the rate of
$100.00 per share plus all dividends accrued and unpaid up to the redemption
date.
Stock Options and Warrants
In December 1998, The Company granted options to certain key employees of the
Company to purchase 500,000 shares of The Company's common stock at the
purchase price of $1.00 per share. These options may be exercised at any
time from May 1, 1999 until thier expiration on May 1, 2009 and are
non-transferable. In March 2000, the Company granted options to certain
key employees of the Company to purchase 1,242,000 shares of the Company's
common stock at the purchase price of $0.50 per share. These options may be
exercised at any time until their expiration on March 2, 2005 and are
non-transferable. The options, which were issued at a price equal to or
exceeding the market value of the underlying stock on the date of grant, are
not intended to qualify as incentive stock options under Internal Revenue Code
Section 422. The Company has applied Accounting Principles Board No. 25,
Accounting for Stock Isued to Employees, and related interpretations in
accounting for these options.
Also outstanding at July 31, 2000 are warrants for the purchase of 400,000
shares of the Company's common stock at a purchase price of $0.10 per share.
The warrants expire in May and November of 2008.
F-10
<PAGE>
</TABLE>
