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UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
AMENDMENT NO. 1
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDING AUGUST 31, 2000.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to .
------------ ----------------
Commission File Number 0-30746
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TBX RESOURCES, INC.
-------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Texas 75-2592165
------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
12300 Ford Road
Suite 265
Dallas, TX 75234
(Address of principal executive offices)
Issuer's telephone number (972) 243-2610
----------------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 16,423,350 .
-------------------------------------
Transitional Small Business Disclosure Format (check one) Yes [ ] No [x]
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TBX RESOURCES, INC.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
August 31, November 30,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 489,448 $ 3,174
Accounts receivable
Trade 1,000 2,967
Affiliates -- 79,447
Other 25,916 123,965
Prepaid expenses 75,264 --
Deferred income taxes -- 56,669
------------ ------------
Total current assets 591,628 266,222
------------ ------------
EQUIPMENT AND PROPERTY
Office furniture, fixtures and equipment 72,085 71,748
Oil and gas properties, using successful efforts accounting 2,853,983 2,363,738
------------ ------------
Proved properties and related equipment 2,926,068 2,435,486
Less accumulated depreciation, depletion and amortization 121,427 81,427
------------ ------------
Total equipment and property 2,804,641 2,354,059
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INVESTMENT IN SOUTHERN OIL & GAS COMPANY, INC. 200,000 300,000
------------ ------------
DEFERRED INCOME TAXES -- 179,073
------------ ------------
OTHER ASSETS 12,685 45,712
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TOTAL ASSETS $ 3,608,954 $ 3,145,066
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 54,968 $ 91,291
Taxes payable 45,848 54,419
Accrued expenses 73,364 26,895
------------ ------------
Total current liabilities 174,180 172,605
------------ ------------
COMMITMENTS AND CONTINGENCIES -- --
------------ ------------
STOCKHOLDERS' EQUITY
Common stock - $.01 par value; authorized 100,000,000 shares
16,423,350 shares outstanding at August 31, 2000 and
14,599,027 shares outstanding at November 30, 1999 164,234 145,590
Additional paid-in capital 6,491,442 4,582,976
Accumulated deficit (3,220,902) (1,756,105)
------------ ------------
Total stockholders' equity 3,434,774 2,972,461
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,608,954 $ 3,145,066
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
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TBX RESOURCES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For Three Months Ended For Nine Months Ended
------------------------------ ------------------------------
Aug. 31, 2000 Aug. 31, 1999 Aug. 31, 2000 Aug. 31, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Oil and gas sales $ 9,061 $ 9,852 $ 30,876 $ 37,034
Joint venture income 50,832 82,202 180,473 82,202
Other 9,784 1,389 17,502 22,677
------------ ------------ ------------ ------------
Total revenues 69,677 93,443 228,851 141,913
------------ ------------ ------------ ------------
EXPENSES:
Lease operating and taxes 47,527 43,265 105,170 152,397
Joint venture costs and expenses 50,832 14,889 180,473 14,889
Selling, general and administrative 215,940 83,447 930,401 512,784
Geological and engineering -- -- 101,857 --
Loss on sale of oil and gas leases and settlement of Litigation -- 187,739 -- 187,739
Loss on option to purchase shares of Southern Oil & Gas Company -- -- 100,000
Depreciation, depletion and amortization 15,000 (31,721) 40,000 15,311
------------ ------------ ------------ ------------
Total expenses 329,299 297,619 1,457,901 883,120
------------ ------------ ------------ ------------
NET LOSS BEFORE PROVISION FOR
INCOME TAXES (259,622) (204,176) (1,229,050) (741,207)
Provision for income taxes -- -- (235,742) --
------------ ------------ ------------ ------------
NET LOSS $ (259,622) $ (204,176) $ (1,464,792) $ (741,207)
============ ============ ============ ============
NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (0.02) $ (0.01) $ (0.10) $ (0.05)
============ ============ ============ ============
Weighted average common shares used in per share calculations:
Basic and Diluted 15,416,529 14,163,743 15,416,529 14,163,743
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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TBX RESOURCES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For Nine Months Ended
-------------------------------
Aug. 31, 2000 Aug. 31, 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ (1,464,792) $ (741,207)
Adjustments to reconcile net income (loss) to net cash
flow from operating activities:
Depreciation, depletion and amortization 40,000 15,311
Loss on sale of oil and gas leases and settlement of Litigation -- 187,739
Loss on option to purchase shares of Southern Oil & Gas Company 100,000 --
Common stock options issued for consulting services 150,000 --
Common stock issued to employees 10,500 --
Reversal of long-term deferred income tax benefit 179,073 --
Changes in operating assets and liabilities:
Decrease (increase) in:
Trade receivables 1,967 (28,825)
Affiliate receivables 79,447 14,389
Other receivables 98,049 (39,360)
Prepaid expenses (75,264) --
Deferred income tax benefit 56,669 --
Increase (decrease) in:
Accounts payable (36,323) (17,065)
Taxes payable (8,571) (19,447)
Accrued expenses 46,469 2,883
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Net cash provided by (used) for operating activities (822,776) (625,582)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in the acquisition of options and stock
of Southern Oil & Gas Company, Inc. -- (300,000)
Cash provided by the disposal of property and equipment 18,780 15,206
Cash used in the acquisition of property and equipment (217,406) --
------------ ------------
(198,626) (284,794)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Cash provided (used) by change in other assets 33,027 (27,557)
Cash provided by the issuance of common stock and subscriptions 1,474,649 794,758
------------ ------------
1,507,676 767,201
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Net Increase (Decrease) In Cash 486,274 (143,175)
Cash at beginning of period 3,174 145,920
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Cash at end of period $ 489,448 $ 2,745
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SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES (UNAUDITED)
Fair value of oil and gas working and partnership interests acquired $ (291,961) $ --
Issuance of common stock for assets 291,961 --
------------ ------------
$ -- $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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TBX RESOURCES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR NINE MONTHS ENDED AUGUST 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL ACCUM-
----------------------------- PAID-IN ULATED
SHARES PAR VALUE CAPITAL DEFICIT
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
BALANCE NOVEMBER 30, 1999 14,559,027 $ 145,590 $ 4,582,976 $ (1,756,105)
Sale of common stock 1,240,281 12,403 1,462,246 --
Additions to paid-in capital for consulting services -- -- 150,000 --
Additions to paid-in capital for purchase of working
and partnership interests 519,042 5,191 286,770 --
Additions to paid-in capital for employee services 105,000 1,050 9,450 --
Net loss for period -- -- -- (1,464,797)
------------ ------------ ------------ ------------
BALANCE AUGUST 31, 2000 16,423,350 $ 164,234 $ 6,491,442 $ (3,220,902)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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TBX RESOURCES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2000
1. BUSINESS ACTIVITIES:
TBX Resources, Inc., a Texas Corporation, was organized on March 24, 1995. The
Company's principal business activity is acquiring and developing oil and gas
properties. The Company has 64 oil and gas wells and 8 injection wells that are
located in East Texas and Oklahoma. The Company's philosophy is to acquire
properties with the purpose of reworking existing wells and/or drilling
development wells to make a profit. The Company also sponsors joint venture
development partnerships for the purpose of developing oil and gas properties
for profit.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation - The accompanying unaudited financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with instructions to Form 10-QSB of Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of Management, these financial statements contain all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position, results of operations and cash flows for the
period indicated. The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results may differ from these estimates. The
Company's quarterly financial data should be read in conjunction with the
financial statements of the Company for the year ended November 30, 1999
(including the notes thereto) set forth in Form 10-SB.
3. SIGNIFICANT TRANSACTIONS:
a. On January 6, 1999 the Company entered into an option agreement, as amended,
to purchase all of Southern Oil & Gas Company's (Southern) stock for $1,000,000.
Under the terms of the agreement TBX paid $100,000 for the option to purchase
the shares that ran up to and including March 31, 2000. The Company currently
holds a 20% interest in Southern. The Company made a final decision to not
increase its interest in Southern and wrote-off the option amount.
b. The Company has placed restrictions on stockholders wishing to sell their
common stock as follows:
(i) To hold or to sell after an Initial Public Offering only up 20% of the
shares owned during the year 2000 and,
(ii) To continue to hold or to sell up to additional 20% of the original
amount of shares owned during the first quarter of the year 2001.
This agreement expires on March 31, 2001.
c. During the nine months ended August 31, 2000, the Company purchased
approximately 75% of the partnership interests in the Bethany Field Joint
Venture that the Company sponsored in 1999. The Company's common stock was used
to purchase the interests that were valued at $1.00 per share for each dollar
invested in the partnership. The transaction totaled $291,961 that the Company
recorded as and addition to property and equipment.
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<PAGE> 7
TBX RESOURCES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2000
3. SIGNIFICANT TRANSACTIONS (CONTINUED):
Current year costs in excess of Bethany Field revenue are recorded as an
increase in the Company's basis in the partnership. The Company's interest in
the partnership increased in the current quarter by $114,229 and was recorded as
an addition to property and equipment.
d. The Company executed an Employment Agreement effective December 1, 1999 with
Mr. Timothy Burroughs, President, for three years. Under the terms of the
agreement, Mr. Burroughs received among other items, an annual compensation of
$150,000 and bonuses of up to 10% of the funds raised when the Company completes
a major acquisition, funding or financing. During the nine months ended August
31, 2000, the Company paid Mr. Burroughs approximately $126,000 in bonuses. In
addition, under the terms of the employment agreement, Mr. Burroughs received
stock options good for five years from the date of issuance to purchase up to
500,000 shares of the Company's common stock a year for five years at a price
which shall not be greater than 50% of the average bid price for the shares
during the previous year. The options are cumulative which allow Mr. Burroughs
to exercise his options through November 30, 2004 for a total of 2,500,000
shares. The fair value of the options will be recorded as compensation expense
when a reasonable estimate of such costs are available or the amount Mr.
Burroughs has to pay is known. Based on the formula for calculating the purchase
price, material charges to compensation expense may be recorded in future years.
e. During the nine months ended August 31, 2000, the Company used the services
of a consultant who received 100,000 in common stock options at $1.50 per share.
The Company recorded the transactions as a $150,000 charge to expense with an
offsetting credit to additional capital.
f. Mr. Burroughs, our president, owns a consulting company named Marketing
Research Group, Inc. The Company paid Marketing Research Group consulting fees
of approximately $135,000 for services rendered.
g. The Company paid retainers to attorneys that totaled $100,000 which is to be
applied to legal fees to defend the Company and Mr. Burroughs in an
investigation by the State of Texas Securities Board and the US Justice
Department. The Company paid approximately $50,000 in legal fees through the
current quarter. See the Legal Proceeding section for a more detailed discussion
of this matter.
h. On May 26, 2000 a former employee was sentenced to three years probation for
forging Company checks. As part of the sentencing the employee is required to
make restitution to the Company in the amount of $152,915. The minimum monthly
payment due the Company is $134. The Company established an allowance for
possible non-collection of the receivable for all but one year's required
minimum payments of approximately $1,608.
i. On July 12, 2000 the Company entered into a joint venture agreement with
Getty Natural Gas Corporation (Getty). Under the terms of the agreement TBX can
acquire 50% of Getty's right to acquire, drill, and participate in 83,000 acres
of development in the Anadarko Basin in Oklahoma. As part of the agreement with
Getty, TBX will issue 55,000 restricted shares with another 55,000 restricted
shares to be placed in escrow until the reserve value of TBX's interest
6
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TBX RESOURCES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2000
3. SIGNIFICANT TRANSACTIONS (CONTINUED):
in the joint venture reaches $500,000. Upon issuance, the assigned $110,000
value for the shares will be added to the Company's joint venture oil and gas
properties.
j. Mr. Burroughs' option to purchase 500,000 shares of common stock in the
current fiscal year and a consultant's option to purchase 100,000 shares of
common stock were not included in the computation of diluted earnings per share
because the effect would be antidilutive.
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
DESCRIPTION OF PROPERTIES
Our properties generally, include leasehold rights in six oil and gas
fields located in Gregg, Hopkins, Franklin, Panola and Wood Counties, Texas,
which are located in East Texas. These six fields are referred to as the East
Texas, Mitchell, Talco, Manziel, Quitman and Bethany Fields. As of May, 2000, we
owned or operated an interest in 69 wells, 6 of which were producing, 52 of
which were shut-in, 8 of which were designated as injection wells and 3 were
designated as water supply wells. We also have recently acquired an interest in
properties in Oklahoma, the development of which is in a very early stage.
RESULTS OF OPERATIONS AS OF AUGUST 31, 2000 VS. AUGUST 31, 1999
REVENUE: During the nine months ended August 31, 2000, we generated
approximately $29,876 in revenue from oil and gas sales as compared to $37,034
for the nine months ended August 31, 1999. The $7,158 decrease was primarily due
to reduced oil sales. Joint venture income for the nine months ended August 31,
2000 was $180,473 as compared to $82,202 for the same period last year. The
increase of $98,271 in joint venture partnership income resulted from our
increased development activities in the current year. Other income for the nine
months ended August 31, 2000 was $17,502 as compared to $22,677 for the same
period last year. The decrease of $5,175 was attributable to reduced fee income
of $14,325 offset by higher interest on our money market accounts.
EXPENSES: Lease operating and taxes decreased $47,227 form $152,397 for
the nine months ended August 31, 1999 to $105,170 for the nine months ended
August 31, 2000. The decrease is primarily the result of the shut-in of
producing wells and the disposal of 12 wells. Joint venture costs and expenses
were approximately $180,473 as compared to $14,889 for the same period last
year. The increase of $165,584 resulted from our increased joint venture
development activities in the current year. Selling, general and administrative
expenses increased approximately $417,617 from $512,784 for the nine months
ended August 31, 1999 to $930,401 for the nine months ended August 31, 2000. The
increase is primarily due to higher salaries and employee related costs, and
consulting fees offset by reduced legal and accounting fees. Geological and
engineering fees of $101,857 for the nine months ended August 31, 2000 relate to
reserve studies for a proposed acquisition. The acquisition was not consummated
and the fees were charged to current operations. For the nine months ended
August 31, 1999, we recorded a loss of $187,739 on the sale of oil and gas
properties and the settlement of litigation. The net book value of the wells
sold was $112,739. We assigned our interest in the Pine Mills Field located in
East Texas for the settlement of a dispute in a civil action. The net book value
of $75,000 was charged to earnings. For the nine months ended August 31, 2000,
we recorded a loss of $100,000 on the lapse of our option to purchase additional
shares of Southern Oil & Gas Company, Inc. Depreciation, depletion and
amortization increased $24,689 from $15,311 for the nine months ended August
31,1999 to $40,000 for the nine months ended August 31, 2000. The increase is
due to a change in estimate.
PROVISION FOR INCOME TAXES: During the nine months ended August 31,
2000, we reversed tax benefits totaling $235,742 that corresponds to the losses
sustained in prior years. No tax benefits were recorded for the nine months
ended August 31, 1999.
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NET LOSS: Our net loss increased approximately $723,585 from $741,207
for the nine months ended August 31, 1999 to $1,464,792 for the nine months
ended August 31, 2000. The increase in the loss is primarily attributable to
increased general and administrative expenses, geological and engineering fees,
the write-off of Southern Oil & Gas Co. options and the reversal of our previous
income tax benefits.
Effective December 1, 1999, our president, Mr. Tim Burroughs received
stock options good for five years from the date of issuance to purchase up to
500,000 shares of our common stock a year at a price which shall not be greater
than 50% of the average bid price for the shares during the previous year. The
fair value of the options will be recorded as compensation expense when a
reasonable estimate of such costs are available or the amount Mr. Burroughs has
to pay is known. Based on the formula for calculating the purchase price,
material charges to compensation expense may be recorded in future years.
LIQUIDITY AND CAPITAL RESOURCES: At August 31, 2000, we had
approximately $489,448 in cash and money market accounts and $417,448 in working
capital. At November 30, 1999 cash and working capital were approximately $3,174
and $93,617, respectively.
We have funded our operations through cash generated from the sale of
our common stock. Our cash used for operating activities totaled $822,776 and
$625,582 for the nine months ended August 31 2000 and August 31, 1999,
respectively. Our capital investments totaled $198,626 and $284,794 for the nine
months ended August 31 2000 and August 31, 1999, respectively. Cash provided by
the sale of common stock totaled $1,474,649 during the nine months ended August
31, 2000 while cash provided by the sale of common stock totaled $794,758 for
the nine months ended August 31, 1999.
We expects that the principal source of funds in the near future will
be from the sale of our common stock. We expect that the principal use of funds
in the foreseeable future will be for developing existing oil and gas properties
and the acquisition of new properties.
PLAN OF OPERATION FOR THE FUTURE
We currently expect to generate sufficient revenues from the sale of
our production to pay all costs associated with our company for at least the
following twelve months. We think that this sufficient revenue will come from
two sources: increased prices for oil production and increased number of wells
brought on-line. Specifically, over the past twelve months, the price paid for
oil production in the area in which our wells are located has more than doubled.
This increase in oil price has made it to where more of our wells are capable of
commercial production such that those wells that have been shut in may be
reopened and production commenced therefrom, thus additionally increasing our
revenues. However, our existing plan is subject to alterations based on
opportunities that may present themselves. These plans may involve selling
additional shares of our common stock.
We may purchase new oil and gas properties or additional equipment to
operate same. Any such additional purchases will be done on an "as needed" basis
and will only be done in those instances in which we believe such additional
expenditures will increase our profitability. Our ability to acquire additional
properties or equipment is strictly contingent upon our ability to locate
adequate financing to pay for these additional properties or equipment. There
can be no
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assurance that we will be able to obtain the opportunity to buy properties or
equipment that are suitable for our investment or that we may be able to obtain
financing to pay for the costs of these additional properties or equipment at
terms that are acceptable to us. Additionally, if economic conditions justify
the same, we may hire additional employees although we do not currently have any
definite plans to make additional hires.
The oil and gas industry is subject to various trends. In particular,
at times crude oil prices increase in the summer, during the heavy travel
months, and are relatively less expensive in the winter. Of course, the prices
obtained for crude oil are dependent upon numerous other factors, including the
availability of other sources of crude oil, interest rates, and the overall
health of the economy. We are not aware of any specific trends that are unusual
to our company, as compared to the rest of the oil and gas industry.
We do not currently have any material commitments for capital
expenditures of which we are aware. However, if we decide to purchase additional
oil and gas properties, the funds we would need to acquire such properties could
be material. However, we will not acquire properties without obtaining, in
advance, suitable financing to fund the purchase of such properties. In general,
although conditions have improved over the past six months, many financial
institutions are reluctant to loan amounts to oil and gas companies, primarily
based upon the significant downturn with the past twenty four months of the
price of oil. As a general rule, as the price of oil increases, the ability to
obtain financing for projects in the oil and gas industry increases. However,
because of the cycles experienced in the oil and gas industry, there can be no
assurance that we will be able to obtain financing for projects it wishes to
pursue, regardless of the economic viability we envision for the project, if
institutional funds are not available. We currently do not have any firm
commitments by anyone to loan or otherwise make available to us funds necessary
to conduct our operations.
PART II. OTHER INFORMATION
LEGAL PROCEEDINGS
None.
CHANGES IN SECURITIES
None.
DEFAULTS UPON SENIOR SECURITIES
None.
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
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OTHER INFORMATION
None.
EXHIBITS AND REPORTS ON FORM 8-K
A report on Form 8-K was filed during the period covered by this Form
10-QSB on July 24, 2000 describing a material event and the resignation of
Christine Coley from our Board of Directors. The material event that was
reported was the fact that on May 17, 2000, the Texas Securities Commissioner
ordered that the exemption provided under Section 5.O of the Texas Securities
Act in connection with the offer for sale and sale of the common stock of our
company was suspended, meaning that no securities dealer shall offer for sale or
sell our common stock in the State of Texas while this suspension is in effect.
This suspension has since been lifted.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed by the undersigned, hereunto duly authorized.
TBX RESOURCES, INC.
DATE: January 8, 2001
--------------------------------------
SIGNATURE: /s/ Tim Burroughs
-------------------------------------
TIM BURROUGHS, PRESIDENT
CHIEF FINANCIAL OFFICER
11
