FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to ________________.
Commission file number: 0-7261
CHAPARRAL RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-0630863
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2211 Norfolk, Suite 1150
Houston, Texas 77098
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(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 807-7100
Securities registered pursuant to Section 12(g) of the Act:
$0.10 Par Value Common Stock
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and, (2) has been subject to such filing requirements
for the past 90 days.
YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
As of March 27, 1998, the aggregate market value of the Registrant's voting
stock held by nonaffiliates was $87,020,964
As of March 27, 1998, Registrant had 49,720,456 shares of its $0.10 par
value common stock issued and outstanding.
<PAGE>
PART I
ITEM 1. BUSINESS
Chaparral Resources, Inc. ("Company"), which was incorporated under the
laws of the state of Colorado in 1972, is an independent oil and gas exploration
and production company that was based in Denver, Colorado until March 1, 1997
when the Company moved its headquarters to Houston, Texas. Historically, the
Company produced and sold crude oil and natural gas to oil and gas purchasers in
the Rocky Mountain and Western states of the United States.
During early 1994, the management of the Company made a strategic decision
to pursue international oil and gas projects, with initial emphasis on the
Commonwealth of Independent States (the former Soviet Union). The Company's
strategy is to obtain development rights to oil and gas fields located outside
the United States where discoveries have been made and the Company estimates
there are oil reserves, but the fields have either never been placed on
production or the Company believes that the fields could be enhanced with
efficient management and technical experience provided by the Company. The
Karakuduk Oil Field Project ("Karakuduk Field" or "Karakuduk Project") described
below is the Company's first oil field to be acquired under the Company's new
corporate strategy. The Company divested its domestic working interest oil and
gas properties in early 1997, including the Company's South Douglas Creek
interest.
Karakuduk Project
The Company currently owns all of the outstanding common stock of Central
Asian Petroleum Guernsey Limited ("CAP-G") which has a 50% interest in
Karakuduk-Munay, Inc. ("KKM"), which holds 100% of the right to develop
Karakuduk Field.
The Company acquired 45% of the outstanding stock of CAP-G prior to
December 1, 1995. In January and February 1996, the Company entered into
agreements to acquire for a total of $5,850,000 cash and 1,785,000 shares of the
Company's restricted Common Stock, up to an additional 55% of the outstanding
stock of CAP-G. The Company consummated the purchase of 25% of the outstanding
stock of CAP-G in April 1996 by paying $2,000,000 in cash and issuing 685,000
shares of the Company's Common Stock. The Company acquired an additional 5% of
the outstanding stock of CAP-G in April 1996 for $250,000 cash.
To acquire an additional 15% of the outstanding common stock of CAP-G, the
Company agreed to pay $1,975,000 in cash and issue 900,000 shares of the
Company's Common Stock. This purchase was consummated on March 11, 1996, when
the Company paid $750,000 in cash and issued 900,000 shares of the Company's
Common Stock. The remaining cash balance of $1,225,000 for the purchase was to
be paid in four quarterly equal payments of $306,250 between June 11, 1996 and
March 11, 1997. The first payment of $306,250 was paid in June 1996 and an
additional $175,000 was paid in September 1996. The agreement was subsequently
revised so that the Company paid $200,000 in December 1996. The Company has now
paid the $543,750 balance of the purchase price. In addition, in December 1997
the Company acquired the remaining 10% of the outstanding common stock of CAP-G
for which the Company paid $1,625,000 (which includes $800,000 of costs the
Company previously paid on behalf of the prior owner of the 10% interest) and
issued 400,000 shares of Common Stock.
Markets
There is substantial uncertainty as to the prices at which any oil reserves
produced by the Company from the Karakuduk Field could be sold. It is possible
that, under the market conditions prevailing in the future, the production and
sale of oil from the Karakuduk Field may not be commercially feasible. The
availability of ready markets and the price obtained for oil produced depends
upon numerous factors beyond the control of the Company. The current market for
oil is characterized by instability which has caused dramatic changes in world
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oil prices in recent months and there can be no assurance of any future price
stability.
KKM has entered into a protocol of intentions whereby the entity that
operates the KazTrans Oil pipeline and KKM have undertaken to conclude a
contract which will give KKM access to the pipeline. This access will allow KKM
to ship oil to export markets. In addition to this protocal, on March 7, 1998
KKM signed a contract with the export-import firm of Munay-Impex, a subsidiary
of KazakhOil, to export crude oil produced by KKM to both the Commonwealth of
Independent States (CIS) and other countries in the amount up to 100,000 (one
hundred thousand) metric tons according to the schedule of shipment of
Kazakhstan oil during 1998. KKM will supply crude oil to Munay-Impex in amounts
of not less than 5-10 thousand tons.
The ability of the Company to realize the carrying value of its assets is
dependent on the Company being able to extract and transport hydrocarbons and
finding appropriate markets for their sale. Currently, exports from the Republic
of Kazakhstan are dependent on limited transport routes and, in particular,
access to the Russian pipeline system. Domestic markets in the Republic of
Kazakhstan might not permit world market price to be obtained. Management
believes, however, that over the life of the project, transportation
restrictions will be alleviated and prices will be achievable for hydrocarbons
extracted to allow the Company full recovery of the carrying value of its
assets. In this regard, KKM has entered into a contract with Munay-Impex which
is referenced above for export of crude oil of up to 100,000 metric tons during
1998. The contract was signed on March 7, 1998. Currently, oil is being produced
through the field separators into storage tanks or directly into oil transport
trucks for delivery to the pipeline under the terms of the contract.
The Company's business is not seasonal, except that severe weather
conditions could limit the Company's exploration and drilling activities.
However, severe cold weather increases the demand for oil and natural gas which
are used for heating purposes.
See also "Item 2. Properties--The Karakuduk Field."
Competition
Foreign oil and gas exploration and the acquisition of producing
undeveloped properties is a highly competitive and speculative business. In
seeking suitable opportunities, the Company competes in all areas of the oil and
gas industry with a number of other companies, including large multi-national
oil and gas companies and other independent operators, in some cases with
greater financial resources and with more experience than the Company. The
Company does not hold a significant competitive position in either the foreign
or domestic oil and gas industry.
Regulation
General. The Company's operations may be subject to regulation by foreign
governments or other regulatory bodies governing the area in which the Company's
overseas operations are located. Regulations govern such things as drilling
permits, production rates, environmental protection, pollution control, royalty
rates and taxation rates among others. These regulations may substantially
increase the costs of doing business and sometimes may prevent or delay the
starting or continuing of any given exploration or development project.
Moreover, regulations are subject to future changes by legislative and
administrative action and by judicial decisions which may adversely affect the
petroleum industry in general and the Company in particular. At the present
time, it is impossible to predict the effect any current or future proposals or
changes in existing laws or regulations will have on the Company's operations.
The Company believes that it complies with all applicable legislation and
regulations in all material respects.
Subsequent to December 31, 1997, the Kazakhstan government tax authority
began conducting an audit of KKM. The Company believes that as of December 31,
1997, KKM has adequately provided for any potential tax liabilities which may
exist.
Environmental. Based upon a study undertaken on behalf of the Company by an
unaffiliated party, the Company does not believe that its business operations
foreign and domestic presently impair environmental quality. However, compliance
with foreign and domestic regulations which have been enacted or adopted
regulating the discharge of materials into the environment could have an adverse
effect upon the Company, the extent of which the Company is unable to assess.
Since inception the Company has not made any material capital expenditures for
environmental control facilities and has no plans to do so. KKM removed all
material left in the Karakuduk Field by the Soviet drillers and the Company
believes that Karakuduk Field is in compliance with all applicable environmental
standards.
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Employees
As of March 27, 1998, the Company had 7 full-time employees and one
part-time employee. CAP-G operates through its officers and directors and has no
employees. KKM has 80 employees and retains independent contractors on an as
needed basis through the Company's wholly owned subsidiary Road Runner Services
Company.
ITEM 2. PROPERTIES
The Karakuduk Field
The Karakuduk Field is located in the Mangistau Region of the Republic of
Kazakhstan. KKM's license to develop the Karakuduk Field covers an area of
approximately 16,922.5 acres and has been granted to KKM for a period of 25
years. The agreement granting KKM the right to develop the Karakuduk Field was
approved by the Ministry of Oil and Gas Industries of the Republic of Kazakhstan
on August 30, 1995.
The Karakuduk Field is geographically located approximately 227 miles
northeast of the regional capital city of Aktau, on the Ust-Yurt Plateau. The
closest settlement is the Say-Utes Railway Station approximately 38 miles
southeast of the field. The ground elevation varies between 590 and 656 feet
above sea level. The region has a dry, continental climate, with fewer than 10
inches of rainfall per year. Mean temperatures range from -25 degrees Fahrenheit
in January to 100 degrees Fahrenheit in July. The operating environment is
similar to that found in northern Arizona and New Mexico in the United States.
The Karakuduk structure is an asymmetrical anticline located on the Aristan
Uplift in the North Ustyurt Basin. Oil was discovered on the structure in 1972,
when Kazakhstan was a republic of the former Soviet Union, from Jurassic age
sediments between 8,500 and 10,000 feet. Twenty-two exploratory and development
wells were drilled to delineate the field; however, none of the wells were ever
placed on production. The productive area of the Karakuduk Field is 11,300
acres, with a minimum of seven separate productive horizons present in the
Jurassic formation. Oil has been recovered in tests from all seven horizons
within the Jurassic formation with flow rates ranging from 3 to 966 barrels per
day. The Company estimates that drilling a maximum 90 additional oil wells and
26 water injection wells may be required to fully develop the field. Peak oil
production from the field is expected to occur by 2001, although the time or
amount of development or production cannot presently be assured.
Although the Company has a reserve report on the Karakuduk Field that was
commissioned by the Company and that was reviewed by a petroleum engineering
group retained by the Company, the reserve report is over three years old and
did not consider the potential adverse impact of marketability on price of any
oil which might be produced. Therefore, the Company does not claim that any of
the reserves specified in the reserve report are proven. As a result of the
Company recently reentering a well in the Karakuduk Field and because of the
Company's future drilling plans for the Karakuduk Field, the Company expects to
be able to obtain an updated reserve report for the Karakuduk Field in late 1998
or early 1999.
The Karakuduk Field is approximately 18 miles north of the Mukat-Mangishlak
railroad, the Mangishlak-Astrakghan water pipeline, the Beyneu-Uzen high voltage
utility lines, and the Uzen-Atrau-Samara oil and gas pipelines. KKM has entered
into a protocol of intentions whereby the entity that operates the KazTrans Oil
pipeline and KKM have undertaken to conclude a contract which will give KKM
access to the pipeline. This access will allow KKM to ship oil to export
markets. In addition to this protocol, on March 7, 1998, KKM signed a contract
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with the export-import firm of Munay-Impex, a subsidiary of KazakhOil, to export
crude oil produced by KKM to both the Commonwealth of Independent States (CIS)
and other countries in the amount up to 100,000 (one hundred thousand) metric
tons according to the schedule of shipment of Kazakhstan oil during 1998. KKM
will supply crude oil to Munay-Impex in amounts of not less than 5-10 thousand
tons. The planned development program for the Karakuduk Field will include a
pressure maintenance operation that the Company believes could result in
additional recoverable reserves.
The ability of the Company to realize the carrying value of its assets is
dependent on being able to extract and transport hydrocarbons and finding
appropriate markets for their sale. Currently, exports from the Republic of
Kazakhstan are dependent on limited transport routes and, in particular, access
to the Russian pipeline system. Domestic markets in the Republic of Kazakhstan
might not permit world market price to be obtained. Management believes,
however, that over the life of the project, transportation restrictions will be
alleviated and prices will be achievable for hydrocarbons extracted to allow the
Company full recovery of the carrying value of its assets. KKM, according to its
license agreement with the Government of Kazkhstan, has a priority use of the
existing pipeline network. In this regard, KKM has entered into a contract with
Munay-Impex, which is referenced above, for export of crude oil of up to 100,000
metric tons during 1998. The contract was signed on March 7, 1998. Currently,
oil is being produced through the field separators into storage tanks or
directly into oil transport trucks for delivery to the pipeline under the terms
of the contract.
Because of uncertainties surrounding the prospect, no proved reserves have
been attributed to the Karakuduk Field. The Karakuduk Project will require
significant development costs for which the financing is not complete. There can
be no assurance that the project will be adequately financed or that the field
will be successfully developed. The license requires a minimum work plan of
approximately $10 million by December 31, 1997 (which has been satisfied), an
additional $34.5 million by December 31, 1998 and $12 million by December 31,
1999. The agreement provides KKM with the right to defer the minimum work
program under certain conditions. As part of the minimum work plan requirement,
the Company has loaned CAP-G more than $12 million to fund KKM's current
operation. KKM's 1998 budget of $34 million has been approved by the KKM Board
of Directors through December 31, 1998. It is planned that this requirement will
be funded by the Company through loans by its subsidiary, CAP-G, to KKM and by
the sale of oil by KKM. In addition, the Company is attempting to obtain limited
or non-recourse project financing for KKM, which may reduce the amount of loans
from CAP-G.
The Karakuduk Field will be developed in phases. Phase I, expected to
require at least one to two years, began during 1996. Phase I expenditures are
to include the recompletion of four existing wells. Also, it is planned that a
development well program in the Karakuduk Field will commence in the second half
of 1998 as a part of Phase II Development.
Total costs, including engineering design, well recompletions, drilling and
completion costs, storage tanks and facilities, oil transport trucks, roads,
camp facilities, communication facilities, field transportation, office overhead
and personnel costs, for Phase I are estimated to be $10 to $12 million.
The Company currently is responsible for providing 100% of the balance of
the funding necessary for the completion of the development of the Karakuduk
Field.
The Company first produced crude oil from the Karakuduk Field in December
1997. The produced oil is transported by truck to the export pipeline of
Say-Utes, which is 38 miles from the field. By the second quarter of 1998, it is
planned that any oil produced will be transported using several options: by
pipeline from the field to a pipeline terminal to be built at Railroad Station
#6, which is apaproximately 18 miles from the Karakuduk Field, or to a railroad
boarding facility at the same location or both. The oil will be transported by
railroad or via the Uzen-Atrau-Samara pipeline to the Black Sea ports described
above for sale to international consumers.
The first two workover wells reentered in the Karakuduk Field were tested
by KKM at a combined sustained flow rate of approximately 2,000 barrels of oil
per day. The wells, #21 and #10, are two of twenty-two wells drilled between
1972 and 1992 to delineate the Karakuduk Oil Field. None of such wells were
placed on production when originally drilled. Well #21 and well #10 currently
have been placed on production to fill storage tanks and transport trucks that
deliver oil to the export pipeline. Workover completions are underway on well #7
and well #20. Production has been established from the two uppermost
oil-producing zones in the field. The additional zones will be brought on
production in subsequent wells.
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Management of the Company believes the risk-to-reward considerations
involved with the development of the Karakuduk Field are very positive and may
lead to substantial growth of the Company over the next several years. However,
the Company can provide no assurances that the Karakuduk Field will produce oil
in any specific amounts or that the Company will ever realize a profit as a
result of the Company's interest in the field.
KKM was re-registered on July 24, 1997, with the government of Kazakhstan.
The re-registration was required as a result of new legislation in Kazakhstan.
The Company believes that KKM is now in compliance with all Kazakhstan laws and
regulations related to the registration requirements relating to legal entities.
The re-registered KKM includes as a shareholder Kazakh Oil, the national
petroleum company which holds the majority of the interest of the government of
Kazakhstan in KKM. The balance is owned by a private Kazakhstan joint stock
company.
The permits and licenses required to develop the Karakuduk Field have been
obtained. However, there is no assurance that any further permits or licenses,
if required, will be obtained. Also, because of uncertainties surrounding the
project, no proved reserves have been attributed to the field. The project will
require significant development costs for which the financing is not in place.
There can be no assurance that the project will be financed or that the
Karakuduk Field will be successfully developed. Further, the Company will face
all of the risks inherent in attempting to develop an oil and gas property in a
foreign country.
In the first quarter of calendar 1997, the Company disposed of all of its
remaining interests in oil and gas properties in the United States.
See also Item 7--Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Reserves. As detailed in "Disclosures About Oil and Gas Producing
Activities" following the Notes to Consolidated Financial Statements in this
report, estimated quantities of the Company's proved oil and natural gas
reserves both decreased 100% for the fiscal year ended November 30, 1996, as
compared to the previous fiscal year. Reserves decreased due to production
during the year, the sale of certain producing properties and the abandonment of
certain properties which produced at uneconomic rates. The present value of the
Company's proved reserves decreased 100% at the fiscal year end November 30,
1996, as compared to the end of the previous fiscal year, due to lower natural
gas prices, production, the sale of proved reserves and abandonment of proved
reserves. The Company claims no proved reserves as of December 31, 1997.
Although the Company has a reserve report on the Karakuduk Field that was
commissioned by the Company and that was reviewed by a petroleum engineering
group retained by the Company, the reserve report is over three years old and
did not consider the potential adverse impact of marketability on price of any
oil which might be produced. Therefore, the Company does not claim that any of
the reserves specified in the reserve report are proven. As a result of the
Company recently reentering a well in the Karakuduk Field and because of the
Company's future drilling plans for the Karakuduk Field, the Company expects to
be able to obtain an updated reserve report for the Karakuduk Field in late 1998
or early 1999.
Since January 1, 1997, the Company has not filed with or included in any
reports to any other Federal authority or agency any estimates of total, proved
net oil or gas reserves.
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Net Quantities of Oil and Gas Produced. The Company's net oil and gas
production for each of the last three fiscal years and for the month of December
1996 (all of which prior to 1997 was from properties located in the United
States) was as follows:
<TABLE>
<CAPTION>
Year Ended November 30,
Year Ended Month of -----------------------
December 31, 1997 December 1996 1996 1995
----------------- ------------- ---- ----
<S> <C> <C> <C> <C>
Oil (Bbls) Less than 1,000 -0- 1,737 8,224
Gas (Mcf) -0- -0- 96,906 132,924
</TABLE>
The average sales price per barrel of oil and Mcf of gas, and average
production costs per barrel of oil equivalent ("BOE") excluding depreciation,
depletion and amortization were as follows:
<TABLE>
<CAPTION>
Average Average Average
Year Ended Month of Year Ended Sales Price Sales Price Production
December 31, December November 30 Oil (Bbls) Gas (Mcf) Cost Per BOE
------------ -------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
1997 * * *
1996 * * *
1996 17.53 1.17 2.07
1995 14.27 1.02 3.78
</TABLE>
* The Company did not sell any significant quantities of oil and gas during
these periods.
The above table represents activities related only to oil and gas
production.
Productive Wells and Acreage. As of December 31, 1997, the Company had
interests in one productive oil well and no productive gas wells. As of December
31, 1997, the Company had a net 50% beneficial interest in KKM which holds a
governmental license to develop the Karakuduk Field, a 16,900 acre oil field in
the Republic of Kazakhstan which was discovered in 1972 with the drilling of 22
exploratory and development wells by the former Soviet Union. These wells were
not produced commercially. On December 31, 1997, KKM delivered by truck to the
pipeline oil that KKM had recovered from testing well #21, the first well
reentered in the Karakuduk Field. Well #21 tested on a sustained flow of 526
barrels of oil per day. The well was subsequently shut-in until installation of
a transfer system and a laboratory at Say-Utes was completed in February 1998.
The well produces oil periodically to fill storage and/or transport trucks that
deliver oil to the export pipeline. As of March 23, 1998 Well #10 has been
reperforated and well #10 was produced at a sustained test flow rate with a 1/2"
choke of 1,450 barrels of oil per day.
Drilling Activity. During the last fiscal year ended December 31, 1997, the
month of December 1996 and the previous two fiscal years ended November 30,
1996, the Company did not participate in the drilling of any productive
exploratory and development wells. The Company did participate in the reentry of
one previous oil well which had never been placed on production.
Present Activities. As of March 23, 1998, the Company was in the process of
reentering well #20 and well #7. Well #10 was reperforated and flowed 1,450
barrels of oil per day through a 1/2 choke.
Offices. On March 16, 1998, the Company relocated its offices to 2211
Norfolk, Suite 1150, Houston, Texas 77098. The new office is comprised of
approximately 5,570 square feet and will be leased for a five year term at an
initial rental of approximately $7,891 per month.
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ITEM 3. LEGAL PROCEEDINGS
On November 14, 1997, Heartland, Inc. of Wichita and Collins & McIlhenny,
Inc. ("Plaintiffs") filed a lawsuit against the Company, Howard Karren, Whittier
Trust Company and James A. Jeffs in the District Court of Harris County, Texas.
The Company was served with the Complaint on December 3, 1997. Plaintiffs claim
that the Company breached an alleged agreement with them whereby Plaintiffs were
to raise capital for the Company through a private placement of the Company's
securities, that the Company and Mr. Karren made false representations in
connection with the alleged contract and that Whittier Trust Company and James
A. Jeffs interfered with the Company's performance of the alleged contract.
Plaintiffs are seeking actual damages of $3,435,000 and exemplary damages of
$25,000,000 from each defendant, plus attorneys' fees. A motion for a summary
judgment filed by the Plaintiff was denied by the Court.
The defendants believe the allegations are without merit and intend to
vigorously defend the lawsuit.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's security holders during
the Company's fiscal quarter ended December 31, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's $0.10 par value common stock trades on the Nasdaq Small-Cap
Market under the symbol CHAR.
At March 24, 1998, the Company had approximately 2,032 shareholders of
record of its $0.10 par value common stock. No dividend has been paid on the
Company's common stock, and there are no plans to pay dividends in the
foreseeable future.
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The following table shows the range of high, low and closing sales prices
for each quarter during the Company's last two calendar years ended December 31,
1997, as reported by the National Association of Securities Dealers, Inc.
Trading Range Price Range
Fiscal Quarter Ended High Low Closing
-------------------- ---- --- -------
March 31, 1996 1 11/32 11/16 1 3/16
June 30, 1996 1 21/32 1 1/32 1 3/8
September 30, 1996 1 3/4 1 3/16 1 5/16
December 31, 1996 1 13/32 3/4 29/32
March 31, 1997 1 3/16 3/4 7/8
June 30, 1997* 1 3/4 13/16
September 30, 1997 1 1/4 11/16 1 5/32
December 31, 1997 3 3/32 1 1/16 2 1/2
* On May 29,1997, the Company changed its fiscal year end from November 30 to
December 31.
The following is information as to all securities of the Company sold by the
Company since November 30, 1996, which were not registered under the Securities
Act of 1933, as amended ("Securities Act").
In November and December, 1996, the Company borrowed $1,850,000 for interim
financing pursuant to unsecured convertible promissory notes that bore interest
at 8% per annum, which was payable monthly, and that were due and payable on or
before May 29, 1998. The promissory notes were convertible into the Company's
Common Stock at the lower of $0.75 per share or 75% of the market price of the
Common Stock on the date of the conversion if the market price was less than
$1.00 per share on such date. The proceeds from the first of such loans was
received on November 22, 1996. The Company issued the promissory notes in
reliance upon the exemption from registration under Section 4(2) of the
Securities Act. The persons represented to the Company that they acquired the
promissory notes for their own accounts and not with a view to distribution.
Such persons had available to them all material information concerning the
Company. The promissory notes bear an appropriate restrictive legend under the
Securities Act. No underwriter was involved in the transaction.
In connection with such borrowings, the Company issued the lenders stock
purchase warrants that terminate on November 30, 1999, to purchase a total of
462,500 shares of the Company's Common Stock at $0.25 per share. The Company
further agreed that the Company would issue the lenders warrants to purchase an
additional 185,000 shares of the Company's Common Stock if the promissory notes
were not paid or converted by May 29, 1997, and warrants to purchase an
additional 370,000 shares of the Company's Common Stock if the promissory notes
were not paid or converted by November 30, 1997. Of the warrants to purchase
185,000 shares, the Company was required to issue warrants to purchase 125,000
shares. Such warrants are exercisable for a period of three years at $0.25 per
share. As of November 30, 1997, $1,500,000 of the notes had been converted into
the Company's Common Stock and the remaining notes were completely paid off by
the Company. The Company issued the warrants in reliance upon the exemption from
registration under Section 4(2) of the Securities Act. The persons represented
to the Company that they acquired the warrants for their own accounts and not
with a view to distribution. Such persons had available to them all material
information concerning the Company. The certificates evidencing the warrants
bore an appropriate restrictive legend under the Securities Act. No underwriter
was involved in the transaction.
The Company attempted to negotiate an agreement pursuant to which the
Company would acquire 100% of the issued and outstanding capital stock of M-D
International Petroleum, Inc. ("MDI"), a private company. On January 8, 1997,
the Company agreed to issue 180,000 shares of the Company's Common Stock to
Enron Oil & Gas Uzbekistan, Ltd. ("EOGU") to obtain an option to acquire MDI.
The Company issued the shares in reliance upon the exemption from registration
under Section 4(2) of the Securities Act. EOGU had available all material
information concerning the Company. The certificate evidencing the shares bears
an appropriate restrictive legend under the Securities Act. No underwriter was
involved in the transaction.
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On February 12, 1997, the Company entered into a Severance Agreement with
Paul V. Hoovler pursuant to which Mr. Hoovler received warrants to purchase
100,000 shares of the Company's Common Stock at an exercise price of $0.85 per
share and warrants to purchase 100,000 shares of the Company's Common Stock at
an exercise price of $1.25 per share. The Company issued the warrants in
reliance upon the exemption from registration under Section 4(2) of the
Securities Act. Mr. Hoovler had available to him all material information
concerning the Company. The warrants have and the certificates evidencing the
shares underlying the warrants will bear an appropriate restrictive legend under
the Securities Act. No underwriter was involved in the transaction.
On April 22, 1997, the Company sold 3,076,923 shares of the Company's
Common Stock for $0.65 per share for a total of $2,000,000 to a private
investor. In connection with the transaction, the Company also issued a warrant
to the investor to purchase up to an additional 4,615,385 shares of the
Company's Common Stock for $3,000,000 or $0.65 per share. The warrant was to
expire on December 31, 1997, if not previously exercised. In October, 1997, the
private investor exercised a portion of the warrant by purchasing 2,307,692
shares of the Company's Common Stock. At the same time, the Company agreed to
extend the expiration date of the remaining portion of the warrant to December
31, 1998. In November, 1997, the private investor exercised the remaining
portion of the warrant by purchasing 2,307,693 shares of the Company's Common
Stock and exercised another warrant that the private investor had received in
connection with a loan made by the private investor in December, 1996, to the
Company. The warrant related to 125,000 shares of the Company's Common Stock and
was exercisable at a price of $0.25 per share. In April 1997, the private
investor also converted a $500,000 promissory note (plus $2,000 of accrued
interest) that had previously been issued by the Company to it into 772,991
shares of the Company's Common Stock at a conversion price of $0.65 per share.
The Company issued the shares and the warrant in reliance upon the exemption
from registration under Section 4(2) of the Securities Act. The investor had
available to the investor all material information concerning the Company. The
certificates evidencing the shares and the warrant bear an appropriate
restrictive legend under the Securities Act. No underwriter was involved in the
transaction.
On July 17, 1997, the shareholders of the Company approved a 1997 Incentive
Stock Plan pursuant to which all non-employee directors were to receive an award
of 250 shares of Common Stock of the Company for each meeting of the board of
directors attended by such director. The directors have waived their rights to
receive shares for the meetings in 1997. Also on July 17, 1997, the shareholders
approved a 1997 Non-Employee Directors' Stock Option Plan pursuant to which each
year each non-employee director will receive an option to purchase 25,000 shares
of Common Stock of the Company. The first options relating to a total of 200,000
shares that are exercisable at a price of $0.83 per share were received
effective July 17, 1997.
On September 2, 1997, the Company agreed to issue 87,669 shares of the
Company's Common Stock to Charles P. Karren in lieu of $78,000 of accrued salary
that had not been paid to Mr. Karren. The Company issued the shares in reliance
upon the exemption from registration under Section 4(2) of the Securities Act.
Mr. Karren had available to him all material information concerning the Company.
The certificate evidencing the shares bears an appropriate restrictive legend
under the Securities Act. No underwriter was involved in the transaction.
On September 2, 1997, the Company granted five year options to purchase
2,885,000 shares of the Company's Common Stock to various directors of, and
consultants to, the Company. Options relating to 1,442,500 shares have an
exercise price of $0.75 per share and options relating to 1,442,500 shares have
an exercise price of $1.50 per share. The Company issued the options in reliance
upon the exemption from registration under Section 4(2) of the Securities Act.
Such persons had available to them all material information concerning the
Company. The options have and the certificates evidencing the shares underlying
the options will bear an appropriate restrictive legend under the Securities
Act. No underwriter was involved in the transaction.
-10-
<PAGE>
On September 3, 1997, the Company sold 461,538 shares of the Company's
Common Stock for $0.65 per share for a total of $300,000 to a private investor.
In connection with the transaction, the Company also issued a warrant to the
investor to purchase up to an additional 461,538 shares of the Company's Common
Stock for $300,000 or $0.65 per share. The warrant was to expire on December 31,
1997, if not previously exercised. The private investor exercised a portion of
the warrant on December 31, 1997, and received a total of 384,616 shares of the
Company's Common Stock. The Company issued the shares and the warrant in
reliance upon the exemption from registration under Section 4(2) of the
Securities Act. The investor had available to the investor all material
information concerning the Company. The certificates evidencing the shares bear
an appropriate restrictive legend under the Securities Act. No underwriter was
involved in the transaction.
On November 24, 1997, the Company executed a Subscription Agreement
("Agreement") with an investor, which was not affiliated with the Company.
Pursuant to the Agreement, the investor purchased 50,000 shares of the Company's
Series A Preferred Stock, no par value, for a purchase price of $100.00 per
share or an aggregate purchase price of $5,000,000.
The Series A Preferred Stock is convertible at the option of the holder
thereof at any time or from time to time on or prior to the redemption date into
Common Stock. The conversion price of the Series A Preferred Stock is $2.25 per
share. The number of shares of Common Stock issuable upon conversion of each
share of Series A Preferred Stock is determined by dividing $100 by the
conversion price per share.
Allen & Company Incorporated acted as placement agent in connection with
the sale of the Series A Preferred Stock. Allen & Company Incorporated elected
to receive its fees in the form of warrants to purchase 900,000 shares of the
Company's Common Stock that were originally exercisable through November 25,
2002, at an exercise price of $0.01 per share. Due to the fact that the investor
did not purchase additional shares of preferred stock pursuant to the Agreement,
Allen & Company Incorporated has agreed that warrants to purchase 700,000 of the
shares of the Company's Common Stock will only be exercisable if Allen & Company
Incorporated finds alternative funding acceptable to the Company by November 25,
1999.
The Company issued the shares of Series A Preferred Stock and the warrants
in reliance upon the exemption from registration under Section 4(2) of the
Securities Act. The investor represented to the Company that the investor
acquired the shares for the investor's own account and not with a view to
distribution. The investor had available to the investor all material
information concerning the Company. The certificates evidencing the shares and
the warrants bear an appropriate restrictive legend under the Securities Act.
In December 1997, the Company exercised an option to acquire 10% of the
outstanding shares of CAP-G owned by one person. As a part of the consideration,
the Company issued 400,000 shares of Common Stock to such person. The Company
issued the shares in reliance upon the exemption from registration under Section
4(2) of the Securities Act. Such person had available to him all material
information concerning the Company. The certificates evidencing the shares
issued bear an appropriate restrictive legend under the Securities Act and stop
transfer instructions have been and will be placed with the Company's stock
transfer agent. No underwriter was involved in the transaction.
On January 23, 1998, the Company ratified the grants of options to purchase
257,000 shares of the Company's Common Stock to various employees of, and
consultants to, the Company, granted options to purchase 693,000 shares of the
Company's Common Stock to various employees of, and consultants to, the Company,
granted (subject to shareholder ratification) 90,000 shares of the Company's
Common Stock to the directors of the Company and granted 190,000 shares of the
Company's Common Stock to various employees of, and consultants to, the Company.
The Company made the grants in reliance upon the exemption from registration
under Section 4(2) of the Securities Act. Such persons had available to them all
material information concerning the Company. The options have and the
certificates evidencing the shares underlying the options and representing the
shares granted will bear an appropriate restrictive legend under the Securities
Act. No underwriter was involved in the transaction.
-11-
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following is selected consolidated financial information concerning the
Company. This information should be read in conjunction with the Consolidated
Financial Statements appearing elsewhere in this Annual Report on Form 10-K.
<TABLE>
<CAPTION>
Year Ended Month of Year Ended
December 31, December November 30, November 30, November 30, November 30,
------------ ---------- ----------------------------------------------------------
1997 1996 1996 1995 1994 1993
<S> <C> <C> <C>
Oil and gas sales............... -- -- $ 147,000 $ 255,000 $ 374,000 $ 414,000
Total revenues*................. -- -- 147,000 255,000 374,000 414,000
Noncash write-down of oil
and gas properties............ -- -- -- 619,000 416,000 230,000
Net income (loss)............... (2,603,000) (130,000) (2,416,000) (704,000) (474,000) (123,000)
Net income (loss) per
common share.................. (.06) (.00) (.08) (0.04) (0.02) (0.01)
Working capital................. 3,356,000 * 259,000 366,000 497,000 709,000
Total assets.................... 23,519,000 * 14,498,000 5,595,000 2,388,000 2,597,000
Long-term obligations and
redeemable preferred stock .. 4,710,000 * 1,491,000 461,000 -- 115,000
Shareholders' equity............ 18,578,000 * 12,114,000 4,920,000 2,035,000 2,167,000
Present value of proved reserves -- -- -- 427,000 1,084,000 1,360,000
Proved oil reserves (bbls)...... -- -- -- 66,185 111,690 141,748
Proved gas reserves (mcf)....... -- -- -- 3,062,417 3,294,730 2,305,142
</TABLE>
- -------------------
* Not applicable due to one month short period ended December 31, 1996
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
Previously, the Company's primary source of capital was from oil and gas
sales from domestic properties. All domestic properties have been sold or
otherwise disposed. The only oil and gas interest of the Company at this time is
as a result of the Company's investment in KKM through CAP-G. KKM is a closed
joint stock company in Kazakhstan.
The Company has raised capital to finance a portion of its obligations in
connection with the acquisition of its interest in CAP-G and the development of
the Karakuduk Field and to satisfy working capital needs in the short term.
Since January 1, 1997, the Company raised $2,300,000 through the sale of Common
Stock, $3,309,000 through the exercises of warrants and $5,000,000 through the
sale of Series A Preferred Stock. The Company may seek to obtain additional
capital through debt or equity offerings, encumbering properties, entering into
arrangements whereby certain costs of development will be paid by others to earn
an interest in the properties, or sale of a portion of the Company's interest in
the Karakuduk Field. The present environment for financing the acquisition of
oil and gas properties or the ongoing obligations of the oil and gas business is
uncertain due, in part, to instability in oil and gas pricing in recent years.
The Company's small size and the early stage of development of the Karakuduk
Field may also increase the difficulty in raising any financing that may be
needed in the future. There can be no assurance that the debt or equity
financing that might be required to fund the Company's operations and
-12-
<PAGE>
obligations in the future will be available to the Company on economically
acceptable terms if at all.
The Company's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
incurred recurring operating losses and has no operating assets presently
generating cash to fund its operating and capital requirements. The Company does
not anticipate that its current cash reserves and cash flow from operations will
be sufficient to meet its capital requirements through fiscal 1998.
In December 1997 the Company exercised an option to acquire the remaining
10% of CAP-G. The Company now owns all of CAP-G, providing a 50% beneficial
interest in the Karakuduk Field. The Company was required to pay $1,625,000
(which includes $800,000 of costs the Company previously paid on behalf of the
prior owner of the 10% interest) and issue 400,000 shares of Common Stock for
the remaining 10% of CAP-G. The other 50% of the Karakuduk Field is owned by
KazakhOil, the national oil company, and a private Kazakhstan joint stock
company.
As of December 31, 1997, substantially all of the Company's assets are
invested in the development of the Karakuduk Field, a shut-in oil field in the
central Asian Republic of Kazakhstan. Since the Karakuduk Field is in the early
stage of development, the Karakuduk Field does not currently produce revenues
sufficient to meet its cash outflow needs. The development of the Karakuduk
Field, through KKM, will require substantial amounts of additional capital. The
terms of the KKM revised license require a work plan from the commencement of
operations through December 31, 1997, of at least $10,000,000, which has been
satisfied. Additional requirements of $34.5 million and $12 million exist for
the years ending December 31, 1998 and 1999, respectively. Without additional
funding and significant revenues from oil sales, of which there are no
assurances, the Company will not be able to provide sufficient funds to satisfy
these requirements and the Company's interest in the Karakuduk Field may be
lost.
The Company received an extension to June 30, 1998, from the Overseas
Private Investment Corp. ("OPIC") for political risk insurance. OPIC granted the
Company a binding executed letter of commitment on September 25, 1996. The
Company has a standby facility for which it has made six payments of $31,250
with another payment due on or before April 1, 1998. The Company expects to
execute the contract on or before June 30, 1998.
Year 2000 Issue
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company'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 a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities. The Company does not expect to
incur any material operating expenses or be required to invest heavily in
computer system improvements to be Year 2000 compliant.
The Company has no other material commitments for cash outlay and capital
expenditures other then normal operations.
-13-
<PAGE>
Change in Fiscal Year End
In order to unite the reporting period of the Company with that of its
subsidiaries, the fiscal year of the Company was changed to a December 31 year
end from the previous November 30 year end. This change took effect on May 29,
1997. As a result of this change, year to date data is as of December 31 for
1997 and as of November 30 for 1996 and 1995. The activity for December 1996
only includes corporate activity and is immaterial.
Results of Operations Year Ended December 31, 1997 Compared with Year Ended
November 30, 1996.
As mentioned above, during 1997 the Company changed from a fiscal year
ended November 30 to a fiscal year ended December 31. The Company's operations
during the fiscal year ended December 31, 1997, and the month ended December 31,
1996, resulted in losses before extraordinary items, if any, of $2,389,000 and
$130,000, respectively, due to the Company's ongoing transition to international
exploration and production operations. The Company's operational loss for
December 1996 consisted of miscellaneous corporate level expenses and is
immaterial to the overall operational results of the Company.
Results for the fiscal year ended November 30, 1996 have also been restated
to reflect the equity method of accounting for the Company's investment in KKM.
In 1996, the Company accounted for KKM using proportional consolidation. After
adoption of the equity method, the Company's net loss for the fiscal year ended
November 30, 1996, $2,416,000, remained unchanged from the amount originally
reported.
Oil and gas revenues and production costs decreased by $147,000 and
$37,000, respectively, from the year ended November 30, 1996, due to the
disposition of all of the Company's domestic oil and gas properties during the
first quarter of 1997. Interest income increased by $267,000 from the year ended
November 30, 1996 due to increased financing of 100% of KKM's operations in
Kazakhstan. As of December 31, 1997, the Company held a 50% equity interest in
KKM.
General and administrative costs and interest expense increased by $341,000
and $225,000, respectively, also due to KKM's increased operational activity in
Kazakhstan. The Company's equity loss in KKM, however, decreased by $139,000
from the year ended November 30, 1996 due to additional capitalization of costs
directly related to development of oil and gas properties held by KKM. The
Company recognized a $36,000 economic loss on the disposition of the Company's
domestic properties.
In 1997, the Company recognized a $214,000 extraordinary loss on the
extinguishment of long term debt. The Company did not have any other debt
obligations outstanding as of December 31, 1997.
Results of Operations Year Ended November 30, 1996 Compared with Year Ended
November 30, 1995
The Company's operations during fiscal 1996 resulted in a loss before
extraordinary item of $2,179,000 primarily due to the move from domestic
operations into an international operation. Production costs were down from
$115,000 in fiscal 1995 to $37,000 in fiscal 1996 as a result of continued
decreased production from the Company's domestic operations. General and
administrative expenses increased from $166,000 in fiscal 1995 to $2,336,000 in
fiscal 1996 as a result of consulting fees to M-D International Petroleum, Inc.
of approximately $500,000, additional compensation recorded of approximately
$385,000, consisting of $210,000 for bonuses to the former Chief Executive
Officer and the former Chief Financial Officer of the Company and $175,000 for
compensation related to 350,000 shares of the Company's Common Stock granted to
the Chairman of the Board of the Company, and additional expenses for start-up
costs in Kazakhstan. Interest expense also increased in relation to the
financing of the projects. In fiscal 1996, there was no write down of oil and
gas properties as there had been in fiscal 1995 which had totaled $619,000. The
result of these changes was a loss of $2,416,000 or $0.08 per share for 1996 as
compared to a loss of $704,000 or $0.04 per share for fiscal 1995, before
extraordinary loss.
For fiscal 1996, there was a $237,000 or $0.01 extraordinary per share loss
on the extinguishment of long term debt which resulted in a net loss of
$2,416,000 or $0.08 per share for 1996.
Inflation. The Company cannot control prices in its oil and gas sales and
to the extent the Company is unable to pass on increases in operating costs, it
may be affected by inflation.
-14-
<PAGE>
Management's Discussion of Changes in Standardized Measure
Standardized measure of discounted future net cash flows remained unchanged
from the fiscal year ended November 30, 1996 and decreased 100% in the year
ended November 30, 1996 as compared to the year ended November 30, 1995 due to
the withdrawal of the Company from domestic operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a) for a list of the Financial Statements and the supplementary
financial information included in this report following the signature page.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On January 16, 1997, the Company engaged Ernst & Young LLP as the Company's
principal independent accountant in place of Grant Thornton LLP. On July 23,
1996, the Company requested and received the resignation of Grant Thornton LLP.
There were no disagreements during the Company's two fiscal years ended November
30, 1995, or any interim period subsequent thereto between the Company and Grant
Thornton LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of Grant Thornton LLP, would have caused Grant Thornton LLP to
make reference in its reports to the subject matter of such disagreements. The
opinion of Grant Thornton LLP on the Company's financial statements for the
fiscal years ended November 30, 1995 contained no adverse opinion or disclaimer
of opinion, nor was such opinion qualified as to uncertainty, audit scope or
accounting principles, except that the opinion on the Company's financial
statements for the fiscal year ended November 30, 1995, raised substantial doubt
about the Company's ability to continue as a going concern. The decision to
change accountants was approved by the Company's Board of Directors.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names and ages of the current directors
and executive officers of the Company, the principal offices and positions with
the Company held by each person and the date such person became a director or
executive officer of the Company. The executive officers of the Company are
elected annually by the board of directors. Executive officers serve terms of
one year or until their death, resignation or removal by the board of directors.
<TABLE>
<CAPTION>
Name of Director or Officer and Director Principal Occupation
Position, in the Company Since Age During the last Five Years
------------------------------- ------ --- --------------------------
<S> <C> <C> <C>
Howard Karren 1996 67 Chairman of the Board of the Company since
Chairman of the Board, 1996; Chief Executive Officer of the Company
President and Chief since January 1997 and President of the
Executive Officer Company since February 1997. Senior Advisor
to the Chairman and Chief Executive Officer
of Enron Oil & Gas Co., an oil and gas
company, from 1994 to 1996. President and
Vice Chairman of Enron Oil & Gas
International Co. from 1984 until 1994.
-15-
<PAGE>
Name of Director or Officer and Director Principal Occupation
Position, in the Company Since Age During the last Five Years
-------------------------------- ----- --- --------------------------
Arlo G. Sorensen 1996 57 Chief Financial Officer and Principal Chief
Financial Officer Accounting Officer of the
Company since March 1997. Treasurer of the
Company from February 1997 to February 1998.
Trustee of M.H. Whittier Corporation, a
private investment entity, since 1985.
Chairman of the Board and a director of
Whittier Trust Company, trust company since
1988.
David A. Dahl 1997 36 Secretary of the Company since August 1997;
Secretary President of Whittier Energy
Company, an oil and gas exploration and
production company, since 1997, President of
Whittier Ventures, LLC, a private investment
entity, since January 1996, and a Vice
President of Whittier Trust Company, a trust
company, since April 1993, a Vice President
of Merus Capital Management, an investment
manager, from 1990 to 1993.
Alan D. Berlin 1997 58 A partner of Aitken Irvin Lewin Berlin
Vrooman & Cohn, LLP since 1995. Engaged in
the private practice of law for over five
years prior to joining Aitken Irvin Lewin
Berlin Vrooman & Cohn LLP. Secretary of the
Company from January 1996 to August 1997;
President of the International Division of
Belco Petroleum Corp. from 1985 to 1987 and
held various other positions with Belco
Petroleum Corp. from 1977 to 1985. Currently
a director of Belco Oil & Gas Corp.
Walter A. Carozza 1997 42 President of Victory Ventures LLC, a private
equity reinvestment firm, since 1997.
Manager of and investor in East River
Ventures, LP, and M3 Partners, LC, venture
capital funds, since 1996 and 1994,
respectively. Involved in the financing and
management of companies since 1986. A
director of ETEX, Inc., Caring Technologies,
Inc., Interlink Health Services, Inc. and The
Rock Island Group, Inc.
Ted Collins, Jr. 1997 59 President of Collins & Ware, Inc., an
independent oil and gas company, since 1988.
President of Enron Oil & Gas Co., an oil and
gas company, from 1982 to 1988; Executive
Vice President and a director of American
Quasar Petroleum Co. from 1969 to 1982. Mr.
Collins is a director of Hanover Compression
Company, Mid Coast Energy Resources, Inc. and
Queen Sand Resources, Inc.
Peter G. Dilling 1995 47 President and a director of M-D International
Petroleum, Inc., an oil and gas company,
since September 1994. A partner of M-D
International, an unincorporated oil and gas
business, from March 1993 to the present.
Vice Chairman of the Board of the Company
from March 1997 to August 1997.
-16-
<PAGE>
Name of Director or Officer and Director Principal Occupation
Position, in the Company Since Age During the last Five Years
------------------------------- ----- --- --------------------------
John G. McMillian 1997 71 Retired since 1995. Chairman, President and
Chief Executive Officer of Allegheny &
Western Energy Corporation, an oil and gas
company, from 1987 to 1995; founder and
former Chairman and Chief Executive Officer
of Northwest Energy Company and owner and
Chairman and Chief Executive Officer of
Burger Board Company. A director of Marker
International and Excalibur Technologies.
Michael J. Muckleroy 1997 67 Independent oil operator since 1994.
Chairman and Chief Executive Officer of Enron
Liquid Fuels, a subsidiary of Enron Corp.
which is engaged in the processing and
marketing and trading of oil and gas from
1984 to 1994.
Michael B. Young N/A 29 Treasurer and Controller of the Company since
Treasurer and Controller February 1998; Tax
Manager in the Oil & Gas Tax Practice of
Arthur Andersen LLP, an accounting firm, from
June 1991 to February 1998.
</TABLE>
Except as indicated in the above table, no director of the Company is a
director of an entity that has its securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.
The present term of office of each director will expire at the next annual
meeting of shareholders. Each executive officer will hold office until his
successor duly is elected and qualified, until his resignation or until he is
removed in the manner provided by the Company's Bylaws.
In connection with the Company's acquisition of all of the stock of CAP-D
in 1995, the former shareholders of CAP-D have certain rights to nominate
directors of their choosing for election to the Company's Board of Directors.
Pursuant to these rights, the former CAP-D shareholders caused the nomination of
Jay W. McGee, who was elected a director at the 1995 annual meeting of
shareholders. Mr. McGee subsequently resigned as a director and officer of the
Company to become Co-Managing Director of KKM in Aktau, Kazakhstan. If by June
30, 2000, the Karakuduk Field obtains 5,000 barrels of oil production per day
averaged over any sixty (60) day period, or the Company's beneficial interest in
the field is sold or the Company and the former shareholders jointly participate
in a new exploratory development project, the former shareholders have the right
to cause the Company to nominate one additional director at the Company's 2000
year annual meeting of shareholders.
In connection with borrowings in August 1996, the Company agreed to add two
directors selected by two of the lenders, Whittier Ventures LLC and Whittier
Energy Company (collectively "Whittiers"). In connection with the transactions,
James A. Jeffs resigned from the Company's board of directors. At the request of
the Whittiers, on December 2, 1996, Arlo G. Sorensen replaced Mr. Jeffs on the
Company's board of directors and on January 3, 1997, David A. Dahl was appointed
to the Company's board of directors. The Whittiers will have the right to have
their two representatives nominated for directors of the Company until the
Whittiers no longer have any investment in the Company.
-17-
<PAGE>
There are no other arrangements or understandings between any executive
officer and any director or other person pursuant to which any person was
selected as a director or an executive officer.
SECTION 16(a) BENEFICAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of the Forms 3 and 4 and any amendments thereto
furnished to the Company during the Company's fiscal year ended December 31,
1997 and Form 5 and amendments thereto furnished to the Company with respect to
such fiscal year, during the Company's fiscal year ended December 31, 1997, no
persons who were directors, officers or beneficial owners of more than 10% of
the Company's outstanding Common Stock during such fiscal year filed late
reports on Form 3, 4, or 5 except for Walter A. Carozza who did not timely file
his Form 3, and failed to file a Form 5 reporting one transaction during the
fiscal year ended December 31, 1997, Peter G. Dilling who failed to file three
Forms 4 reporting a total of seven transactions and a Form 5 reporting three
transactions during the fiscal year ended December 31, 1997 and Howard Karren
who did not timely file a Form 5 reporting three transactions during the fiscal
year ended December 31, 1997.
ITEM 11. EXECUTIVE COMPENSATION
In May 1997, the Company changed its fiscal year end from November 30
to December 31. The following table shows all cash compensation paid by the
Company for services rendered during the fiscal years ended December 31, 1997,
during the month of December 1996 and during the fiscal years ended November 30,
1996 and November 30, 1995 to Howard Karren and to Paul V. Hoovler (there were
no executive officers of the Company whose annual salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 1997).
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------------------------ ----------
Year Year
Ended Ended Other Securities All Other
Name and December Month of November Annual Underlying Compen-
Principal Position 31, December 30, Salary ($) Bonus($) Compensation ($) Options(#) sation
------------------ -------- --------- -------- --------- -------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Howard Karren 1997 -- -- -- 1,025,000 --
Chief Executive Officer 1996 -- -- -- -- --
and President since 1996 -- -- $175,000(1) -- --
January 1997 and February 1995 -- -- -- -- --
1997, respectively --
Paul V. Hoovler 1997 $12,408 -- -- --
Chief Executive
1996 $ 5,000 $12,500 -- 200,000(4) --
1996 $60,000(2) -- $4,937(3) -- $40,000(5)
Officer and President 1995 $60,000 -- $4,413(3) -- $40,000(5)
until January 1997 and
February 1997,
respectively
</TABLE>
-18-
<PAGE>
- ---------------------
(1) In connection with Howard Karren becoming a Director and Chairman of the
Company of the Company, subject to a certain contingency which was
satisfied in April 1996, the Company agreed to issue 350,000 shares of the
Company's restricted common stock to Howard Karren, a director of the
Company, or his designees. The $175,000 represents the fair market value of
the 350,000 shares on April 5, 1996, the date the contingency was
satisfied.
(2) In addition, on August 19, 1996, the Company's board of directors awarded
Mr. Hoovler a cash bonus of $140,000 as recognition of past and present
services to the Company to be used by Mr. Hoovler to exercise certain
warrants, granted to Mr. Hoovler pursuant to the Company's 1989 Stock
Warrant Plan, to purchase 500,000 shares of the Company's Common Stock at
an exercise price of $0.28 per share. This bonus will not become payable
until receipt of notice from Mr. Hoovler, which notice may not be given and
shall not be effective, until the earlier of (i) completion of a sale or
farmout by the Company of all or a portion of its interest in the Karakuduk
Oil Field in Kazakhstan, ("Karakuduk Field") or (ii) the date when the
Company makes a public disclosure of a sale or farmout of the Karakuduk
Field. At its sole option and discretion, the Company may, in lieu of
making payment of such bonus to Mr. Hoovler, use all or a portion of such
bonus as a direct offset to Mr. Hoovler's obligation to make any payment
due to the Company upon exercise of the warrants. Anything mentioned above
to the contrary notwithstanding, in the event Mr. Hoovler has exercised and
paid for the warrants prior to the date the bonus becomes payable, the
Company shall pay such bonus directly to Mr. Hoovler, but only upon
completion of a sale or farmout of all or a portion of its interest in the
Karakuduk Field.
(3) Represents the amounts distributed pursuant to a royalty participation plan
to Paul V. Hoovler.
(4) Represents shares underlying warrants that were received by Mr. Hoovler as
a part of a severance agreement with the Company. See "Executive
Compensation--Termination of Employment Agreements."
(5) The Company had a Deferred Compensation and Death Benefit Plan for Paul V.
Hoovler. The Company paid Mr. Hoovler $40,000 annually from this plan until
Mr. Hoovler voluntarily terminated his employment in February 1997 at which
time he received the life insurance policy on his life which previously
provided for the major portion of any costs to the Company. The plan was
fully funded when the Company paid, during the Company's fiscal year ended
November 30, 1991, the final payment of a premium of $18,000 on the life
insurance policy.
-19-
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
The following table sets forth information concerning options
(warrants) granted by the Company to Howard Karren and Paul V. Hoovler from
December 1, 1996 through December 31, 1997.
Number of
Securities
Underlying % of Total Options
Options (Warrants) Granted to Market Price
(Warrants) Employees Exercise or Expiration on Date of
Name Granted During Period Base Price Date Grant (1)
- ---- ---------- ------------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Howard Karren 25,000 Shares 1.9% $0.828125 7/16/2007 $0.82812
500,000 Shares 36.6% $0.75 9/1/2002 $0.8125
500,000 Shares 36.6% $1.50 9/1/2002 $0.8215
Paul V. Hoovler 100,000 Shares (2) 7.5% $0.85 2/12/2001 $0.828125
100,000 Shares (2) 7.5% $1.25 1/1/2002 $0.828125
</TABLE>
(1) The market price on the date of grant is based on the mean between the
closing bid and asked prices of the Company's Common Stock on the date of
grant or on the next day before the date of grant on which there were
reported bid and asked prices of the Company's Common Stock.
(2) Mr. Hoovler's warrants were received as a part of a severance agreement
with the Company. See "Executive Compensation--Termination of Employment
Agreements."
Fiscal Year-End Option Values
The following table sets forth information concerning unexercised options
(warrants) held by Howard Karren and by Paul V. Hoovler at December 31, 1997:
-20-
<PAGE>
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options as of In-the-Money Options at
December 31, 1997(#) December 31, 1997($)
---------------------------- -----------------------------
Name Exercisable/ Unexercisable Exercisable/ Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Howard Karren........... 1,025,000 - 0 - $1,379,180(1) - 0 -
Paul V. Hoovler......... 600,000 100,000 $1,285,000(1) $125,000
</TABLE>
- -----------------------
(1) The value was determined by multiplying the number of shares underlying the
warrants by the difference between the exercise price and the closing sale
price of the Company's Common Stock on December 31, 1997.
Compensation of Directors
On July 17, 1997, the shareholders of the Company approved a 1997 Incentive
Stock Plan pursuant to which all non-employee directors were to receive an award
of 250 shares of Common Stock of the Company for each meeting of the board of
directors attended by such director. The directors have waived their rights to
receive shares for the meetings in 1997. Also on July 17, 1997, the shareholders
approved a 1997 Non-Employee Directors' Stock Option Plan pursuant to which each
year each non-employee director will receive an option to purchase 25,000 shares
of Common Stock of the Company.
On January 23, 1998, the Board of Directors of the Company, subject to
ratification of the grants by the shareholders of the Company at the next Annual
Meeting of Shareholders, granted each director of the Company 10,000 shares of
the Company's Common Stock for their service to the Company. There were no other
standard or other arrangements for the compensation of the Company's directors
in effect for the Company's fiscal year ended December 31, 1997.
Termination of Employment Arrangements
Paul V. Hoovler, the former Chief Executive Officer and President of the
Company, entered into a severance agreement ("Agreement") with the Company
effective February 12, 1997. Pursuant to the Agreement, Mr. Hoovler received his
salary and unpaid vacation time accrued through February 12, 1997. Also, the
Company agreed to amend the Company's 1989 Stock Warrant Plan to enable Mr.
Hoovler to transfer the warrants granted to him in 1996 to a member of his
family or a trust created by him.
Further, Mr. Hoovler was granted warrants to purchase 100,000 shares of the
Company's Common Stock at an exercise price of $0.85 per share, for a period of
four years and warrants to purchase 100,000 shares of the Company's Common Stock
at an exercise price of $1.25 per share that became exercisable on January 1,
1998, and remain exercisable for a period of four years from such date.
Also, pursuant to the Agreement, the Company agreed to assign to Mr.
Hoovler, or an entity controlled by Mr. Hoovler, the existing overriding royalty
interest ("ORRI") that the Company holds in approximately 89 wells. Such
assignment will be for a three-year period. In exchange for the assignment, Mr.
Hoovler agreed to pay a former employee of the Company ten percent (10%) of the
net revenues received from such ORRI during the three-year period. In addition,
upon Mr. Hoovler's request, the Company agreed to assign its interest in the
Company's royalty participation plan to Mr. Hoovler or an entity controlled by
Mr. Hoovler. The Company also agreed to assign to Mr. Hoovler the Company's
ownership interest in two life insurance policies that the Company held on Mr.
Hoovler's life. Finally, pursuant to the Agreement, Mr. Hoovler was allowed to
bid on or retain certain office furniture and equipment of the Company.
-21-
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of March 24, 1998, the number of shares
of the Company's outstanding Common Stock beneficially owned by each of the
Company's current directors and executive officers, sets forth the number of
shares of the Company's outstanding Common Stock beneficially owned by all of
the Company's current directors and executive officers as a group and sets forth
the number of shares of the Company's outstanding Common Stock owned by each
person who owned of record, or was known to own beneficially, more than 5% of
the Company's outstanding shares of Common Stock:
Name and Address of Beneficial Owner Amount and Nature of Percent
or Name of Executive Officer or Director Beneficial Ownership(1) of Class
- ---------------------------------------- ----------------------- --------
Allen & Company Incorporated................. 8,331,107(2) 16.4%
711 Fifth Avenue
New York, New York 10022
Drake and Company............................ 2,490,000 5.0%
Citibank Performance Portfolio A.A.
c/o Citibank, N.A.
153 E. 53rd Street, 21st Floor
New York, New York 10043
Whittier Ventures, LLC....................... 3,233,556(3) 6.5%
1600 Huntington Drive
South Pasadena, California 91030
Howard Karren................................ 1,175,000(4) 2.3%
David A. Dahl................................ 5,019,803(5) 10.1%
Alan D. Berlin............................... 25,000(6) *
Walter A. Carozza............................ 25,000(7) *
Ted Collins, Jr.............................. 100,000 *
Peter G. Dilling............................. 626,618(8) 1.3%
John G. McMillian............................ 425,000(9) *
Michael J. Muckleroy......................... 10,000 *
Arlo G. Sorensen............................. 86,242(10) *
Michael B. Young............................. 60,000(11) *
All Directors and Officers
as a Group (ten persons).................. 7,552,663(12) 14.7%
* Less than 1%.
(1) To the knowledge of the Company's management, the beneficial owners listed
have sole voting and investment power with respect to the shares shown
unless otherwise indicated. The shares shown do not include any shares that
any directors are entitled to receive pursuant to the 1997 Incentive Stock
Plan for meetings held in 1998. The shares shown do not include 10,000
shares granted to each director subject to shareholder ratification. See
"Executive Compensation-Compensation of Directors."
-22-
<PAGE>
(2) Based on Amendment No. 1 to Schedule 13D. Includes 1,128,720 shares
underlying presently exercisable warrants. Does not include 700,000 shares
underlying a warrant that is not exercisable.
(3) Includes 262,500 shares underlying presently exercisable warrants.
(4) Includes 1,025,000 shares underlying presently exercisable options. Does
not include 285,000 shares underlying an option granted to Mr. Karren and
does not include 10,000 shares granted to Mr. Karren in January 1998
because the directors are still discussing the terms of such grants.
(5) Includes 75,000 shares underlying presently exercisable options owned by
David A. Dahl, the 3,233,556 shares beneficially owned by Whittier Ventures
LLC, 349,185 shares owned by Whittier Energy Company, 87,500 shares
underlying presently exercisable warrants owned by Whittier Energy Company
and 1,274,562 shares beneficially owned by Whittier Trust Company. David A.
Dahl has no pecuniary interest in the shares beneficially owned by Whittier
Ventures LLC, Whittier Energy Company or Whittier Trust Company but, as the
President of Whittier Ventures LLC and Whittier Energy Company and as the
Vice President of Whittier Trust Company, Mr. Dahl has voting power and
investment power over such shares and, thus, may be deemed to beneficially
own such shares pursuant to Rule 13d-3 adopted under the Securities
Exchange Act of 1934, as amended. Mr. Dahl's address is the same as the
address of Whittier Ventures, LLC.
(6) Includes 25,000 shares underlying a presently exercisable option.
(7) Includes 25,000 shares underlying a presently exercisable option.
(8) Includes 25,000 shares underlying presently exercisable options. 601,618
shares are owned directly by Spectrum Development, Inc. which is controlled
by Mr. Dilling, and the 601,618 shares include 301,618 of a total of
1,250,000 shares being held in escrow in connection with the acquisition of
Central Asian Petroleum, Inc. Does not include 400,000 shares underlying an
option that is not currently exercisable.
(9) Includes 25,000 shares underlying a presently exercisable option.
(10) Includes 75,000 shares underlying presently exercisable options and 11,242
shares owned by Whittier 1982 Oil Trust for which Mr. Sorensen is the
trustee and has voting and investment power over such shares. Mr. Sorensen
is a director of Whittier Ventures LLC and Whittier Energy Company.
However, Mr. Sorensen disclaims beneficial ownership of the shares that are
owned by Whittier Ventures LLC and Whittier Energy Company.
(11) Includes 50,000 shares underlying a presently exercisable option. Does not
include a grant for 30,000 shares that will vest with respect to 10,000
shares on each of January 30, 1999, 2000 and 2001, if Mr. Young is still
employed by the Company on those dates. The shares will vest earlier if Mr.
Young is terminated without cause or if the Company is bought or merges
with another company.
(12) Includes the shares as described in notes (5) through (12) above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In early September 1994, the Company signed a letter of intent with Central
Asian Petroleum, Inc., a Delaware corporation ("CAP-D"), and Overseas Consulting
Services Company, Inc. ("OCSCO"), both private companies based in Houston,
Texas, to jointly pursue the registration and development of the Karakuduk
Field, a shut-in field in the central Asian Republic of Kazakhstan, that was
discovered in the early 1970s but never placed on production
In mid-September 1994, the Company acquired a 25% interest in CAP-G. In
April 1995, the Company acquired all of the stock of CAP-D, which also owned an
interest in CAP-G. Following the acquisition of CAP-D, the Company's beneficial
-23-
<PAGE>
interest in CAP-G increased to 45%, giving the Company a 22.5% beneficial
interest in KKM and the Karakuduk Field. Under terms of the acquisition, the
former shareholders of CAP-D have certain rights to cause the Company to
nominate persons selected by the former shareholders to the Company's Board of
Directors. Jay W. McGee, a former shareholder of CAP-D, was first elected at the
1995 Company's Annual Meeting of Stockholders under the arrangement. Mr. McGee
resigned as a director of the Company on October 1, 1997, and became the
Co-Managing Director of CAP-G. Additionally, in connection with the acquisition,
the Company may be required to pay a brokerage fee to Mr. McGee in the amount of
up to $175,000. The Company paid Mr. McGee $50,000 in 1995 and the balance is
payable upon the occurrence of certain milestones in development of the
Karakuduk Field. The Company issued 4,250,000 shares of restricted Common Stock
for CAP-D which were placed in escrow and are to be released to the former
shareholders of CAP-D, including Messrs. Dilling and McGee and James A. Jeffs, a
director of the Company until November 1996, or their affiliates, from time to
time in connection with development of the Karakuduk Field. Of the 4,250,000
shares originally placed in escrow, 3,000,000 shares have been released and
delivered to the former shareholders of CAP-D. The additional 55% interest in
CAP-G was acquired by the Company from nonaffiliated parties.
The previous management of the Company had been negotiating an agreement
pursuant to which the Company would have acquired 100% of the issued and
outstanding capital stock of MDI, a private company of which the shareholders
include a director of the Company, Mr. Dilling, and two former directors of the
Company, Messrs. Jeffs and McGee. At the time of the acquisition, the only asset
that MDI would have had would have been a 5% interest in a joint venture that
Enron Oil and Gas Uzbekistan, Ltd.("EOGU") was negotiating for the development
of natural gas fields in the Republic of Uzbekistan. The agreement with MDI was
not consummated. On January 8, 1997, the Company agreed to issue 180,000 shares
of the Company's Common Stock to EOGU to obtain an option to acquire MDI. The
Company also granted EOGU registration rights with respect to the 180,000
shares. In the interim, the principal shareholders of MDI, including Messrs.
Dilling, Jeffs and McGee, agreed that if the Company did not acquire MDI within
a specified time period, the principal shareholders would transfer 180,000
shares of the Company's Common Stock owned by them to the Company to replace the
180,000 shares issued by the Company to EOGU. Because such acquisition did not
occur within the specified time period, such principal shareholders transferred
the 180,000 shares to the Company and the shares were cancelled. The Company is
no longer pursuing the acquisition of MDI.
In May 1996 through February 1997, the Company paid a base consulting fee
of $60,000 per month to MDI for assistance by MDI in seeking means for meeting
the Company's funding obligations for the Karakuduk Project. The Company also
assumed certain obligations of MDI to pay up to $42,000 during the six month
period ending September 30, 1996 to two other unaffiliated consultants engaged
to assist MDI and the Company to acquire and review oil and natural gas
exploration or development projects in the former Soviet Union. From March 1997
to August, 1997, the Company reimbursed MDI for MDI's expenses incurred in
connection with the Karakuduk Project. Currently there are no transactions
contemplated between the Company and MDI.
In November and December, 1996, the Company borrowed $1,850,000 for interim
financing pursuant to unsecured convertible promissory notes that bore interest
at 8% per annum, which was payable monthly, and that were due and payable on or
before May 29, 1998. The promissory notes were convertible into the Company's
Common Stock at the lower of $0.75 per share or 75% of the market price of the
Common Stock on the date of the conversion if the market price is less than
$1.00 per share on such date. The proceeds from the first of such loans were
received on November 22, 1996. Whittier Ventures, LLC, Whittier Energy Company
and Victory Ventures LLC loaned $1,500,000 of the $1,850,000 that was loaned to
the Company. Whittier Ventures, LLC, Whittier Energy Company and Victory
Ventures LLC subsequently converted their loans into the Company's Common Stock
as described below.
In connection with such borrowings, the Company agreed to issue the lenders
warrants that terminate on November 30, 1999, to purchase a total of 462,500
shares of the Company's Common Stock at $0.25 per share and agreed to add two
directors selected by two of the lenders, Whittier Ventures LLC and Whittier
Energy Company, to the Company's Board of Directors. The Company further agreed
that the Company would issue the lenders warrants to purchase an additional
-24-
<PAGE>
185,000 shares of the Company's Common Stock if the promissory notes were not
paid or converted by May 31, 1997, and warrants to purchase an additional
370,000 shares of the Company's Common Stock if the promissory notes were not
paid or converted by November 30, 1997. Just prior to November 30, 1997, the
Company offered to repay the then outstanding promissory notes, including the
promissory notes to Whittier Ventures LLC and Whittier Energy Company. The
lenders advised the Company that they were considering whether or not to convert
their promissory notes into shares of the Company's Common Stock and requested
the Company to not repay the promissory notes by November 30, 1997. In
connection with such requests, the lenders agreed that the lenders would not
receive any of the warrants to purchase an additional 370,000 of the Company's
Common Stock if the promissory notes were not paid or converted by November 30,
1997. The warrants that were issued are exercisable for a period of three years
at $0.25 per share. Effective November 30, 1997, Whittier Ventures LLC and
Whittier Energy Company converted the principal and accrued interest in their
promissory notes into 1,047,556 shares and 349,185 shares, respectively, of the
Company's Common Stock.
Walter A. Carozza, a director of the Company, is the President of Victory
Ventures LLC. On April 22, 1997, the Company sold 3,076,923 shares of the
Company's Common Stock for $0.65 per share for a total of $2,000,000 to Victory
Ventures LLC. In connection with the transaction, the Company also issued a
warrant to Victory Ventures LLC to purchase up to an additional 4,615,385 shares
of the Company's Common Stock for $3,000,000 or $0.65 per share. In October,
1997, Victory Ventures LLC exercised a portion of the warrant by purchasing
2,307,692 shares of the Company's Common Stock. At the same time, the Company
agreed to extend the expiration date of the remaining portion of the warrant to
December 31, 1998. In November, 1997, Victory Ventures LLC exercised the
remaining portion of the warrant by purchasing 2,307,693 shares of the Company's
Common Stock and exercised another warrant that Victory Ventures LLC had
received in connection with a loan made by Victory Ventures LLC in December,
1996, to the Company. The warrant related to 125,000 shares of the Company's
Common Stock was exercisable at a price of $0.25 per share. Victory Ventures LLC
subsequently distributed to its members or sold to various persons all of the
Company's Common Stock owned by Victory Ventures LLC so that, as of the date
hereof, Victory Ventures LLC no longer owns any shares of the Company's Common
Stock.
In April, 1997, Victory Ventures LLC also converted a $500,000 promissory
note (plus $2,000 of accrued interest) that had previously been issued by the
Company to Victory Ventures LLC in December 1996 into 772,308 shares of the
Company's Common Stock at a conversion price of $0.65 per share.
On August 29, 1997, Whittier Ventures LLC loaned the Company $100,000. The
loan was repaid on December 4, 1997, with interest at a rate of 1% per month.
The loan was unsecured. On October 9, 1997, Whittier Ventures LLC loaned the
Company an additional $200,000. The loan was repaid on December 4, 1997, with
interest at a rate of 1% per month. The loan was unsecured. In September 1997,
Howard Karren advanced $61,000 to CAP-G which was repaid by CAP-G to Mr. Karren
without interest in December 1997. Mr. Karren also personally guaranteed
payments to various suppliers.
Aitken Irvin Lewin Berlin Vrooman & Cohn, LLP, a law firm in which Alan D.
Berlin, a director of the Company, is a partner, provides legal services to the
Company for which the law firm charges the Company an amount not in excess of
the law firm's normal billing rates. The total amount of fees that were paid by
the Company to the law firm during the Company's year ended December 31, 1997,
did not exceed 5% of the law firm's gross revenues for the law firm's last full
fiscal year.
On November 24, 1997, the Company executed a Subscription Agreement
("Agreement") with an investor, which was not affiliated with the Company.
Pursuant to the Agreement, the Company sold to the investor 50,000 shares of the
Company's Series A Preferred Stock, no par value, for a purchase price of
$100.00 per share or an aggregate purchase price of Five Million Dollars
($5,000,000). The investor also agreed to purchase an additional 25,000 shares
of the Company's Series A Preferred Stock for an additional $2,500,000 and
150,000 shares of the Company's Series B and Series C Preferred Stock for
$15,000,000.
-25-
<PAGE>
In March 1998, prior to the receipt of the funds for any additional
purchases the investor was to make under the agreement, the Company and the
investor mutually released each other from any further obligations under the
Agreement. The investor retained the initial 50,000 shares of Series A Preferred
Stock that are convertible into the Company's Common Stock at $2.25 per share.
The number of shares of Common Stock issuable upon conversion of each share of
Series A Preferred Stock will be determined by dividing $100 by the conversion
price per share. The Company is not required to issue any additional preferred
stock under the Agreement and the investor has no other obligation to provide
funds to the Company in exchange for such stock.
The Series B Preferred Stock and Series C Preferred Stock would have been
convertible at the option of the holders thereof at any time or from time to
time on or prior to the redemption date into Common Stock. The conversion price
of the Series B Preferred Stock was initially $3.00 per share; and the
conversion price of the Series C Preferred Stock was initially $4.25 per share.
The number of shares of Common Stock issuable upon conversion of each share of
Series B Preferred Stock and Series C Preferred Stock would have been determined
by dividing $100 by the conversion price per share.
Allen & Company Incorporated (Allen & Company) acted as placement agent in
connection with the sale of the Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock pursuant to the Agreement. Allen & Company
elected to receive its fees in the form of warrants to purchase 900,000 shares
of the Company's Common Stock that were all originally exercisable through
November 25, 2002, at an exercise price of $0.01 per share.
The Company has agreed to allow Allen & Company to retain the warrants to
purchase 700,000 shares of the Company's Common Stock related to the $17,500,000
in funds not received under the original terms of the Agreement, provided Allen
& Company raises additional capital for the Company within the two year period
ending November 25, 1999. Based on a subsequent agreement, the unearned warrants
to purchase 700,000 shares of the Company's Common Stock held by Allen & Company
are fully restricted from exercise unless Allen & Company raises additional
capital for the Company that is acceptable to the Company's Board of Directors.
For each $25 of additional capital raised, a warrant to purchase one share of
Common Stock will be deemed to be earned. If, before November 25, 1999, Allen &
Company fails to raise additional capital for the Company under terms acceptable
to the Company, Allen & Company will return the unearned portion of the warrants
to the Company.
On July 17, 1997, the shareholders of the Company approved a 1997 Incentive
Stock Plan pursuant to which all non-employee directors were to receive an award
of 250 shares of Common Stock of the Company for each meeting of the board of
directors attended by such director. The directors have waived their rights to
receive shares for the meetings in 1997. Also on July 17, 1997, the shareholders
approved a 1997 Non-Employee Directors' Stock Option Plan pursuant to which each
year each non-employee director will receive an option to purchase 25,000 shares
of Common Stock of the Company. The first options relating to a total of 200,000
shares that are exercisable at a price of $0.83 per share were received
effective July 17, 1997.
On January 23, 1998, the Board of Directors of the Company, subject to
ratification of the grants by the shareholders of the Company at the next Annual
Meeting of Shareholders, granted each director of the Company 10,000 shares of
the Company's Common Stock for their service to the Company.
In connection with his employment, the Company granted Michael B. Young a five
year option to purchase 50,000 shares of the Company's Common Stock at an
exercise price of $2.25 per share and granted Mr. Young 40,000 shares of the
Company's Common Stock that, subject to certain conditions, will vest 10,000
shares on each of January 30, 1998, 1999, 2000, and 2001. All unvested shares
shall vest immediately if the Company is bought or merges with another company
or if Mr. Young is terminated without cause.
-26-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements.
---------------------
Table of Contents
Chaparral Resources, Inc.
-------------------------
Report of Independent
Consolidated Balance Sheets--As of December 31, 1997 and November 30, 1996
Consolidated Statements of Operations--Years ended December 31, 1997,
November 1996 and November 1995, and the month ended, December 31,1996.
Consolidated Statements of Cash Flows--Years ended December 31, 1997,
November 1996 and November 1995, and the month ended December 31, 1996.
Consolidated Statement of Changes in Stockholders' Equity--Thirteen months
ended December 31, 1997 and the years ended November 1996 and
November 1995.
Notes to Consolidated Financial Statements
Supplemental Information - Disclosure About Oil and Gas producing
Activities - Unaudited
Karakuduk-Munay, Inc.
---------------------
Report of Independent Auditors
Balance Sheets - As of December 31, 1997 and 1996
Statements of Expenses and Accumulated Deficit - Years ended December 31,
1997, 1996 and 1995
Statements of Cash Flows - Years ended December 31, 1997, 1996 and 1996
Notes to the Financial Statements
(a)(2) Financial Statement Schedules.
------------------------------
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and, therefore, have
been omitted.
(b) Current Reports on Form 8-K:
----------------------------
The Company filed the following Current Reports on Form 8-K during the last
fiscal quarter ended December 31, 1997:
Current Report on Form 8-K dated November 6, 1997 (Item 7).
Current Report on Form 8-K/A dated October 31, 1997 (Items 5 and 7).
Current Report on Form 8-K dated October 31, 1997 (Items 5 and 7).
Current Report on Form 8-K/A dated December 3, 1997 (Item 5).
(c) Exhibits.
---------
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
2.1 Stock Acquisition Agreement and Plan of Reorganization dated
April 12, 1995 between Chaparral Resources, Inc., and the
Shareholders of Central Asian Petroleum, Inc., incorporated by
reference to Exhibit 2.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1995.
2.2 Escrow Agreement dated April 12, 1995 between Chaparral
Resources, Inc., the Shareholders of Central Asian Petroleum,
Inc. and Barry W. Spector, incorporated by reference to Exhibit
2.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1995.
2.3 Amendment to Stock Acquisition Agreement and Plan of
Reorganization dated March 10, 1996 between Chaparral Resources,
Inc., and the Shareholders of Central Asian Petroleum, Inc.,
incorporated by reference to the Company's Registration Statement
No. 333-7779.
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<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
3.1 Restated Articles of Incorporation + Amendments dated September
25, 1976, incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1993.
3.2 Articles of Amendment to the Restated Articles of Incorporation +
Amendments dated April 21, 1988, incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1993.
3.3 Articles of Amendment to the Restated Articles of Incorporation +
Amendments dated April 12, 1994.
3.4 Articles of Amendment to the Restated Articles of Incorporation +
Amendments dated June 21, 1995, incorporated by reference to
Exhibit B to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1995.
3.5 Articles of Amendment to the Restated Articles of Incorporation +
Amendments dated July 17, 1996, incorporated by reference to the
Company's Registration Statement No. 333-7779.
3.6 Articles of Amendment to the Restated Articles of Incorporation +
Amendments dated November 25, 1997, incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K dated
October 31, 1997.
3.7 Bylaws, as amended through October 31, 1997, incorporated by
reference to Exhibit 3(ii) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
10.1 Royalty Participation Plan dated June 15, 1982, incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1993.
10.2 Chaparral Resources, Inc. 1989 Stock Warrant Plan effective May
1, 1989, incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1993.
10.3 Target Benefit Plan effective December 1, 1990 incorporated by
reference to Exhibit 10.9 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1991.
10.4 Deferred Compensation and Death Benefit Plan as amended November
15, 1991, incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1991.
10.5 Promissory Note dated November 1, 1995 from Chaparral Resources,
Inc. to Brae Group, Inc., incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K dated November
1, 1995.
10.6 Purchase Agreement, dated effective January 12, 1996, between the
Company and Guntekin Koksal (purchase of CAP-G shares)
incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended November 30, 1995.
10.7 Letter Agreement, dated January 3, 1996, between the Company and
certain stockholders of Darka Petrol Ticaret Ltd. Sti., together
with Exhibits A--E, incorporated by reference to Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1995.
10.8 Amendment, effective March 4, 1996, to the Letter Agreement
revising the terms pursuant to which the Company is to acquire
all shares of CAP(G) stock owned by Darka Petrol Ticaret Ltd.
Sti., incorporated by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the fiscal year ended November 30,
1995.
-28-
<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
10.9 Warrant Certificate entitling Allen & Company to purchase up to
1,022,000 shares of Common Stock of Chaparral Resources, Inc.,
incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated April 1, 1996.
10.10 Consulting Agreement dated May 14, 1996 with M-D International
Petroleum, Inc., incorporated by reference to the Company's
Registration Statement No. 333-7779. 1
10.11 Promissory Notes and Modifications of Promissory incorporated by
reference to Exhibit (3) to the Company's Current Report on Form
8-K dated November 22, 1996.
10.12 Amendment effective December 6, 1996 to Purchase Agreement dated
effective January 12, 1996 between the Company and Guntekin
Koksal, incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.
10.13 Severance Agreement dated February 12, 1997 between the Company
and Paul V. Hoovler, incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1996.
10.14 Severance Agreement dated February 12, 1997 between the Company
and Matthew R. Hoovler, incorporated by reference to Exhibit
10.14 to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1996.
10.15 Purchase and Sale Agreement effective January 1, 1997 between the
Company and Conoco Inc., incorporated by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1996.
10.16 Amendments to Chaparral Resources, Inc. Stock Warrant Plan,
incorporated by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the fiscal year ended November 30,
1996.
10.17 Agreement dated August 30, 1995 for Exploration Development and
Production of Oil in Karakuduk Oil Field in Mangistan Oblast of
the Republic of Kazakhstan between Ministry of Oil and Gas
Industries of the Republic of Kazakhstan for and on Behalf of the
Government of the Republic of Kazakhstan and Joint Stock Company
of Closed Type Karakuduk Munay Joint Venture, incorporated by
reference to Exhibit 10.17 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1996.
10.18 License for the Right to Use the Subsurface in the Republic of
Kazakhstan, incorporated by reference to Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.
10.19 Amendment dated April 14, 1997 to Purchase Agreement dated
effective January 12, 1996, between the Company and Guntekin
Koksal, incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997.
10.20 Subscription Agreement dated April 22, 1997 between Chaparral
Resources, Inc. and Victory Ventures LLC, incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
10.21 Warrant Certificate dated December 31, 1997 entitling Victory
Ventures LLC to purchase up to 4,615,385 shares of Common Stock
of Chaparral Resources, Inc., incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
-29-
<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
10.22 Form of Warrant issued to Black Diamond Partners LP, Clint D.
Carlson, John A. Schneider, Victory Ventures LLC, Whittier Energy
Company and Whittier Ventures LLC in connection with loans made
by them to Chaparral Resources, Inc. in November and December
1996 and to Black Diamond Partners LP, Clint D. Carlson, Wittier
Energy Company and Whittier Ventures LLC in July 1997 in
connection with the same loans, incorporated by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
10.23 Chaparral Resources, Inc. 1997 Incentive Stock Plan, incorporated
by reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
10.24 Chaparral Resources, Inc. 1997 Nonemployee Directors' Stock
Option, incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
10.25 Amendment to Common Stock Purchase Warrant dated December 31,
1997 entitling Victory Ventures LLC to purchase up to 4,615,385
shares of Common Stock of Chaparral Resources, Inc., incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
10.26 Amendment dated September 11, 1997, to License for Right to Use
the Subsurface in the Republic of Kazakhstan, incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
10.27 Warrant Certificate entitling Allen & Company Incorporated to
purchase up to 900,000 shares of Common Stock of Chaparral
Resources, Inc., incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K/A dated October 31, 1997.
10.28 Form of Subscription Agreement dated November 21, 1997,
incorporated by reference to Exhibit 10.19 to the Company's
Current Report on Form 8-K dated October 31, 1997.
10.29 Letter dated February 4, 1998, from the Company to Michael B.
Young.
10.30 Release and Understanding with H. Guntekin Koksal
10.31 Termination Agreement dated March 6, 1998 with Exeter Finance
Group
10.32 Agreement dated March 7, 1998, with Munay-Impex
10.33 Agreement dated March 31, 1998, effective as of November 4, 1997
between the Company and Allen & Company Incorprated
16 Letter dated July 23, 1996 from Grant Thornton LLP confirming the
circumstances pursuant to which Grant Thornton LLP resigned as
Registrant's principal independent accountants, incorporated by
reference to Exhibit 16 to the Company's Current Report on Form
8-K dated July 23, 1996.
21 Subsidiaries of the Registrant.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young Kazakhstan
27 Financial Data Schedule
27.1 Financial Data Schedule Restated for 1996
-30-
<PAGE>
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.
CHAPARRAL RESOURCES, INC.
a Colorado corporation
By /s/ Howard Karren
----------------------------------------------
Howard Karren
President, Principal Executive Officer
By /s/ Arlo G. Sorensen
----------------------------------------------
Arlo G. Sorensen
Chief Financial Officer and Principal
Accounting Officer
Dated March 27, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Date Name and Title Signature
---- -------------- ---------
March 27, 1998 Howard Karren /s/ Howard Karren
Director --------------------------
March 27, 1998 Alan Berlin /s/ Alan Berlin
Director --------------------------
March 27, 1998 Walter A. Carozza /s/ Walter A. Carozza
Director --------------------------
March 27, 1998 Ted Collins, Jr. /s/ Ted Collings, Jr.
Director --------------------------
March 27, 1998 David A. Dahl /s/ David A. Dahl
Director --------------------------
March 27, 1998 Peter G. Dilling /s/ Peter G. Dilling
Director --------------------------
March , 1998 John G. McMillian
Director --------------------------
March , 1998 Michael J. Muckleroy
Director --------------------------
March 27, 1998 Arlo G. Sorensen /s/ Arlo G. Sorensen
Director --------------------------
31
<PAGE>
Consolidated Financial Statements
Chaparral Resources, Inc.
Years ended December 31, 1997,
November 30, 1996 and November 30, 1995 and
the One Month Period ended December
31, 1996 with Reports of Independent Auditors
<PAGE>
Chaparral Resources, Inc.
Consolidated Financial Statements
Years ended December 31, 1997, November 30, 1996 and
1995 and One Month Period ended December 31, 1996
Contents
Chaparral Resources, Inc.
Report of Independent Auditors ........................................... 1
Report of Independent Certified Public Accountants........................ 2
Audited Consolidated Financial Statements
Consolidated Balance Sheets .............................................. 3
Consolidated Statements of Operations..................................... 5
Consolidated Statements of Cash Flows..................................... 6
Consolidated Statements of Changes in Stockholders' Equity................ 8
Notes to Consolidated Financial Statements................................ 9
Supplemental Information - Disclosures About Oil and Gas
Producing Activities - Unaudited...................................... 26
Karakuduk-Munay, Inc.
Report of Independent Auditors........................................... 31
Balance Sheets........................................................... 32
Statements of Expenses and Accumulated Deficit .......................... 33
Statements of Cash Flows ............................................... 34
Notes to the Financial Statements ...................................... 35
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholders
Chaparral Resources, Inc.
We have audited the accompanying consolidated balance sheets of Chaparral
Resources, Inc. as of December 31, 1997 and November 30, 1996, and the related
consolidated statements of operations, cash flows and changes in stockholders'
equity for each of the years then ended and for the one month period ended
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Chaparral
Resources, Inc. as of December 31, 1997 and November 30, 1996, and the
consolidated results of its operations and its cash flows for the years then
ended and for the one month period ended December 31, 1996, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has incurred recurring operating losses and has no
operating assets which are presently generating cash to fund its operating and
capital requirements. The Company requires significant additional financing to
meet its financial commitments and requirements through calendar year 1998.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.
/s/ Ernst & Young, LLP
-------------------------------
ERNST & YOUNG LLP
Houston, Texas
March 13, 1998,
except for Note 7, as to which the date is
March 31, 1998
1
<PAGE>
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Chaparral Resources, Inc.
We have audited the accompanying consolidated statements of operations, cash
flows and changes in stockholders' equity of Chaparral Resources, Inc. for the
year ended November 30, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of its operations and its cash
flows for the year ended November 30, 1995 of Chaparral Resources, Inc., in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the financial statements, the
Company incurred a net loss of $704,000 during the year ended November 30, 1995.
As discussed in Note 2 to the financial statements, the Company requires
significant additional financing to meet its financial requirements. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Grant Thornton LLP
----------------------------------
GRANT THORNTON LLP
Denver, Colorado
January 19, 1996
2
<PAGE>
<TABLE>
<CAPTION>
Chaparral Resources, Inc.
Consolidated Balance Sheets
December 31 November 30
1997 1996
-------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 3,423,000 $ 782,000
Accounts receivable:
Joint interest participants -- 8,000
Oil and gas purchasers -- 53,000
Other 102,000 --
Prepaid expenses 62,000 3,000
Oil and gas properties under agreement for sale -- 306,000
------------ ------------
Total current assets 3,587,000 1,152,000
Oil and gas properties and investments - full cost method
Republic of Kazakhstan (Karakuduk Field)--
not subject to depletion (Notes 3 and 4): 19,922,000 13,234,000
Furniture, fixtures and equipment 13,000 193,000
Less accumulated depreciation (3,000) (176,000)
------------ ------------
10,000 17,000
------------ ------------
Other assets -- 95,000
------------ ------------
Total assets $ 23,519,000 $ 14,498,000
============ ============
See accompanying notes
3
<PAGE>
Chaparral Resources, Inc.
Consolidated Balance Sheets
December 31 November 30
1997 1996
---------------------------------------
Liabilities and stockholders' equity
Current liabilities:
Accounts payable:
Trade $ 177,000 $ 16,000
Joint interest participants--revenue -- 42,000
Accrued liabilities 54,000 91,000
Accounts payable--CAP-G shares -- 744,000
------------ ------------
Total current liabilities 231,000 893,000
Long-term obligations:
Notes payable (including $1,000,000 to related
party in 1996) -- 1,106,000
Accrued compensation 210,000 385,000
Commitments and contingencies (Note 14)
Redeemable preferred stock - cumulative,
convertible (Note 7):
Series A, 50,000 issued and outstanding,
at stated value, includes $5.00 cumulative
annual dividend, less $500,000 cost of issuance,
$5,000,000 redemption value 4,500,000 --
175,000 shares subscribed (25,000 Series A;
75,000 Series B; 75,000 Series
C), less subscription
receivable of $17,500,000 -- --
Stockholders' equity (Note 7):
Common stock - authorized, 100,000,000
shares at December 31, 1997 and
November 30, 1996, of $.10 par value;
issued and outstanding, 49,720,456 and
37,526,517 shares at December 31, 1997
and November 30, 1996 4,971,000 3,753,000
Capital in excess of par value 30,340,000 20,482,000
Unearned portion of restricted stock awards (109,000) --
Preferred stock - 1,000,000 shares authorized,
225,000 shares outstanding or subscribed
of Series A, B and C as per above -- --
Stock subscription receivable (1,770,000) --
Accumulated Deficit (14,854,000) (12,121,000)
------------ ------------
Total stockholders' equity 18,578,000 12,114,000
------------ ------------
Total liabilities and stockholders' equity $ 23,519,000 $ 14,498,000
============ ============
See accompanying notes.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Chaparral Resources, Inc.
Consolidated Statements of Operations
Year Ended Month Ended Year Ended Year Ended
December 31 December 31 November 30 November 30
1997 1996 1996 1995
------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Oil and gas sales $ -- $ -- $ 147,000 $ 255,000
Costs and expenses:
Production costs -- -- 37,000 115,000
Write-down of oil and gas properties -- -- -- 619,000
Depreciation and depletion 7,000 -- 3,000 74,000
General and administrative 1,654,000 118,000 1,468,000 166,000
------------------------------------------------------------
1,661,000 118,000 1,508,000 974,000
------------------------------------------------------------
Loss from operations (1,661,000) (118,000) (1,361,000) (719,000)
Other income (expense):
Interest income 421,000 4,000 154,000 25,000
Interest expense (298,000) (17,000) (90,000) (17,000)
Equity in loss from investment
(Note 3 and 4) (832,000) -- (971,000) --
Other, net (19,000) 1,000 89,000 7,000
------------------------------------------------------------
(728,000) (12,000) (818,000) 15,000
------------------------------------------------------------
Loss before extraordinary item (2,389,000) (130,000) (2,179,000) (704,000)
Extraordinary loss on extinguishment
of long-term debt (214,000) -- (237,000) --
------------------------------------------------------------
Net loss $ (2,603,000) (130,000) $ (2,416,000) $ (704,000)
============================================================
Basic and Diluted Earnings per Share:
Net loss per share before extraordinary item $ (.05) $ -- $ (.07) $ (.04)
Extraordinary loss per share $ (.01) $ -- $ (.01) $ --
Net loss per share $ (.06) $ -- $ (.08) $ (.04)
Weighted average number of shares
outstanding 41,561,432 37,526,517 32,081,382 18,865,454
See accompanying notes
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Chaparral Resources, Inc.
Consolidated Statements of Cash Flows
Year ended Month Ended Year Ended Year Ended
December 31 December 31 November 30 November 30
1997 1996 1996 1995
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net loss $(2,603,000) $ (130,000) $(2,416,000) $ (704,000)
Adjustments to reconcile net loss to
net cash provided by (used in) operating
activities:
Equity loss from investment 832,000 -- 971,000 --
Depreciation and depletion 7,000 -- 4,000 74,000
Loss on the sale of oil and gas properties 3,000 (3,000) -- --
Bad debt expense 37,000 -- -- --
Write-down of oil and gas properties 30,000 -- -- 619,000
Stock issued for services and bonuses 195,000 -- -- 27,000
Amortization of note discount 198,000 -- -- 17,000
Loss on extinguishment of debt 214,000 -- 237,000 --
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (129,000) 51,000 25,000 218,000
Prepaid expenses (59,000) -- 10,000 --
Other 95,000 -- -- --
Increase (decrease) in:
Accounts payable 177,000 (44,000) 108,000 (64,000)
Accrued liabilities 19,000 (19,000) (317,000) (59,000)
Accrued compensation -- -- 385,000 --
----------------------------------------------------------------
Net cash provided by (used in) operating activities
(984,000) (145,000) (993,000) 128,000
Cash flows from investing activities
Additions to property and equipment (6,000) -- -- (86,000)
Investment in foreign oil and gas properties (6,504,000) (17,000) (6,936,000) (1,088,000)
Proceeds from sale of interest in oil and gas
properties 282,000 -- 161,000 41,000
Decrease in cash value of insurance
and annuities -- -- -- 40,000
Decrease in minority interest -- -- -- (16,000)
Decrease in equipment inventory -- -- -- 1,000
Sale of bonds -- -- -- 299,000
Redemption of certificates of deposit -- -- -- 20,000
Increase in other assets -- -- (74,000) --
----------------------------------------------------------------
Net cash used in investing activities (6,228,000) (17,000) (6,849,000) (789,000)
6
<PAGE>
Chaparral Resources, Inc.
Consolidated Statements of Cash Flows (continued)
Year ended Month Ended Year Ended Year Ended
December 31 December 31 November 30 November 30
1997 1996 1996 1995
--------------------------------------------------------------------
Cash flows from financing activities
Proceeds from notes payable $ 300,000 $ 500,000 $ 1,650,000 $ 750,000
Payable for CAP(G) shares (744,000) -- -- --
Repayment of note payable (450,000) (200,000) (750,000) --
Proceeds from warrant exercise 3,309,000 -- 316,000 --
Net proceeds from redeemable preferred stock
issuance 5,000,000 -- -- --
Net proceeds from private placement 2,300,000 -- 6,907,000 94,000
--------------------------------------------------------------------
Net cash provided by financing
Activities 9,715,000 300,000 8,123,000 844,000
--------------------------------------------------------------------
Net increase in cash and
cash equivalents 2,503,000 138,000 281,000 183,000
Cash and cash equivalents at beginning
of period 920,000 782,000 501,000 318,000
--------------------------------------------------------------------
Cash and cash equivalents at end of period $ 3,423,000 $ 920,000 $ 782,000 $ 501,000
====================================================================
Supplemental cash flow disclosure
Interest paid $ 53,000 $ 17,000 $ 36,000 $ 5,000
Supplemental schedule of noncash
investing and financing activities
Common stock issued for acquisition
of CAP-G $ 1,000,000 $ -- $ 1,833,000 $ --
Accounts payable--CAP-G shares -- -- 744,000 --
Common stock issued for investment
in affiliate -- -- -- 3,162,000
Discount recognized for note issued
with detachable stock warrants 74,250 93,750 290,000 306,000
Warrants issued for common stock in
conjunction with subscription and
issuance of preferred stock 2,270,000 -- -- --
Common stock issued for compensation 175,000 -- -- --
Common stock issued upon:
Conversion of debentures 1,500,000 -- 264,000 --
Conversion of accrued interest 50,000 -- -- --
See accompanying notes.
7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Chaparral Resources, Inc.
Consolidated Statements of Changes in Stockholders' Equity
Common Stock Capital in Stock Unearned
------------------------ Excess of Subscription Restricted Accumulated
Shares Amount Par Value Receivable Stock Awards Deficit Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at November 30, 1994 15,782,317 1,578,000 9,458,000 -- -- (9,001,000) 2,035,000
Warrants exercised for capital
stock 265,375 27,000 67,000 -- -- -- 94,000
Capital stock issued for
investment in affiliate 4,400,000 440,000 2,722,000 -- -- -- 3,162,000
Capital stock issued for services 12,500 1,000 9,000 -- -- -- 10,000
Capital stock issued for
employee and director bonuses 24,000 2,000 15,000 -- -- -- 17,000
Debt issuance costs--stock
warrants issued -- -- 306,000 -- -- -- 306,000
Net loss -- -- -- -- -- (704,000) (704,000)
----------------------------------------------------------------------------------------------
Balance at November 30, 1995 20,484,192 2,048,000 12,577,000 -- -- (9,705,000) 4,920,000
Warrants exercised for capital
stock 857,325 86,000 230,000 -- -- -- 316,000
Conversion of debentures for
capital stock 600,000 60,000 204,000 -- -- -- 264,000
Capital stock issued for services
Capital stock issued for
investment in affiliate 1,585,000
159,000 1,674,000 -- -- -- 1,833,000
Capital stock issued in private
Placement 14,000,000 1,400,000 5,507,000 -- -- -- 6,907,000
Debt issuance costs--stock
warrants issued -- -- 290,000 -- -- -- 290,000
Net loss -- -- -- -- -- (2,416,000) (2,416,000)
----------------------------------------------------------------------------------------------
Balance at November 30, 1996 37,526,517 $ 3,753,000 $ 20,482,000 -- -- $(12,121,000) $ 12,114,000
Warrants exercised for capital
stock 5,648,077 564,000 2,745,000 -- -- -- 3,309,000
Conversion of debentures for
capital stock 2,169,732 216,000 1,333,000 -- -- -- 1,549,000
Capital stock issued for services 437,669 44,000 209,000 -- -- -- 253,000
Stock options issued for services -- -- 227,000 -- (109,000) -- 118,000
Capital stock issued for
investment in affiliate 400,000 40,000 960,000 -- -- -- 1,000,000
Capital stock issued in private
Placement 3,538,461 354,000 1,946,000 -- -- -- 2,300,000
Debt issuance costs--stock
warrants issued -- -- 168,000 -- -- -- 168,000
Preferred stock issuance and
related common stock warrants -- -- 2,270,000 (1,770,000) -- -- 500,000
Net Loss -- -- -- -- -- (2,733,000) (2,733,000)
----------------------------------------------------------------------------------------------
Balance at December 31, 1997 49,720,456 4,971,000 30,340,000 (1,770,000) (109,000) (14,854,000) 18,578,000
===============================================================================================
See accompanying notes
8
</TABLE>
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements
December 31, 1997
1. Summary of Significant Accounting Policies and Organization
Organization, Principles of Consolidation, and Basis of Presentation
Chaparral Resources, Inc. was incorporated in the state of Colorado on January
13, 1972, principally to engage in the exploration, development and production
of oil and gas properties. During 1997, Chaparral Resources, Inc. focused
substantially all of its efforts on the exploration and development of the
Karakuduk Field, located in the central Asian Republic of Kazakhstan.
The consolidated financial statements include the accounts of Chaparral
Resources, Inc. and its 100% owned subsidiaries, Central Asian Petroleum
(Guernsey) Limited ("CAP-G"), Road Runner Services Company ("RRSC"), and Central
Asian Petroleum, Inc. (Delaware). Hereinafter, Chaparral Resources, Inc. and its
wholly-owned subsidiaries are collectively referred to as "the Company". All
significant intercompany transactions have been eliminated.
In order to unite the reporting period of the Company with that of its
subsidiaries, the fiscal year of the Company was changed to a December 31 year
end from the previous November 30 year end. This change took effect on May 29,
1997. As a result of this change, financial information is reported as of
December 31, 1997, November 30, 1996, and November 30, 1995. Additionally, a
statement of operations and cash flows for the month ended December 31, 1996,
are presented.
In 1995, the Company's ownership in CAP-G increased from 25% to 45%. The Company
acquired an additional 45% interest in CAP-G in 1996. In 1997, the Company
concluded the acquisition of the remaining 10% minority interest in CAP-G,
increasing its total ownership to 100%.
CAP-G owns a 50% interest in Karakuduk-Munay, Inc. ("KKM"), a Kazakhstan joint
stock company, which is a participant in an agreement for the exploration,
development and production of oil in the Karakuduk Field. In 1996, the Company
accounted for its investment in KKM using pro rata consolidation. In 1997, the
Company changed to the equity method in order to reflect the legal ownership
right of the other shareholders in KKM. The consolidated financial statements
for the year ended November 30, 1996 reported herein have been reclassified to
reflect the equity method. There was no impact on previously reported earnings.
9
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies and Organization (continued)
Organization, Principals of Consolidation, and Basis of Presentation (continued)
On February 1, 1997, KKM was informed that a Kazakhstan Presidential Edict had
been issued announcing the liquidation of Munaygaz, the government-owned company
which held a 20% interest in KKM. As a result of this action, KKM was required
to re-register as required by Kazakh regulations. KKM was re-registered on July
24, 1997, with the government of Kazakhstan. The Company believes that KKM is
now in compliance with all laws and regulations related to the registration
requirements relating to Kazakhstan legal entities. The re-registered KKM is
owned jointly by CAP-G (50%), KazakhOil (40%) and a private Kazakhstan joint
stock company (10%). KazakhOil, the national petroleum company of Kazakhstan,
represents the majority of the ownership interest in KKM held by the Kazakhstan
government.
On April 15, 1995, the Company sold its 87% interest in the Reservoir Creek
Gathering System joint venture.
Cash and Cash Equivalents
Cash equivalents are defined as highly liquid investments purchased with an
original maturity of three months or less.
Oil and Gas Property and Equipment
The Company and KKM use the full cost method of accounting for their oil and gas
properties. All costs incurred directly associated with the acquisition,
exploration and development of oil and gas properties are capitalized in cost
pools for each country in which the Company operates. The limitation on such
capitalized costs is determined in accordance with rules specified by the
Securities and Exchange Commission. Capitalized costs are depleted using the
units of production method based on proven reserves.
Sales of Proved Oil and Gas Property
Sales of oil and gas properties, whether or not being amortized currently, are
accounted for as adjustments of capitalized costs, with no gain or loss
recognized unless such adjustments significantly alter the relationship between
capitalized costs and proved reserves of oil and gas. A significant alteration
would not ordinarily be expected to occur for sales involving less than 25% of
the reserve quantities of a given cost center. If gain or loss is recognized on
such a sale, total capitalized costs within the cost center are allocated
between the reserves sold and reserves retained on the same basis used to
compute amortization, unless there are substantial economic differences between
the properties sold and those retained, in which case capitalized costs are
allocated on the basis of the relative fair values of the properties.
10
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies and Organization (continued)
Oil and Gas Properties Not Subject to Depletion
Costs associated with acquisition and evaluation of unproved properties are
excluded from the amortization computation until it is determined if proved
reserves can be attributed to the properties. These unevaluated properties are
assessed annually for possible impairment and the amount impaired, if any, is
added to the amortization base. Costs of exploratory dry holes and geological
and geophysical costs not directly associated with specific unevaluated
properties are added to the amortization base as incurred.
Sales of Unproved Properties
Proceeds received from drilling arrangements are credited to the appropriate
cost center and recognized as a lower amortization provision as reserves are
produced.
Revenue Recognition
Revenues are recognized when economic performance has occurred as a result of
the sale of oil and gas production, in accordance with the accrual method of
accounting. Losses, if any, are provided for in the period in which the loss is
determined to occur.
Depreciation of Other Property and Equipment
Furniture, fixtures and equipment are depreciated using the straight-line method
over estimated useful lives, which range from three to ten years.
Administrative Overhead Reimbursement
The Company, as operator of drilling and/or producing properties, including
equity investees, was reimbursed by the non-operators for administration,
supervision, office services and warehousing costs on an annually adjusted fixed
rate basis per well per month. These charges are applied as a reduction of
general and administrative expenses for purposes of the statement of operations.
Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes,
which require that taxes be provided on the liability method based upon the tax
rate at which items of income and expense are expected to be settled in the
Company's tax return.
Earnings Per Common Share
Basic earnings (loss) per common share is calculated by dividing net income
(loss) by the aggregate of the weighted average shares outstanding during the
period. Diluted earnings (loss) per common share considers the dilutive effect,
if any, of the average number of common stock equivalents that are outstanding
during the period. Diluted earnings per share are not presented because the
exercise of stock options and warrants and the effect of the convertible
preferred stock outstanding would be antidilutive.
Stock Based Compensation
The Company follows the method of accounting for employee stock based
compensation plans prescribed by APB No. 25, which is allowed by SFAS No. 123,
Accounting for Stock-Based Compensation. In accordance with APB No. 25, the
Company has not recognized compensation expense for stock options in situations
where the exercise price of the options equals the market price of the
underlying stock on the date of grant, otherwise known as the measurement date.
11
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies and Organization (continued)
New Accounting Standards
In March 1995, the Financial Accounting Standards Board ("FASB") issued SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Statement No. 121 also addresses the
accounting for long-lived assets to be disposed of. The Company adopted
Statement No. 121 in 1997; the effect of the adoption is immaterial to the
Company's overall financial results.
In February 1997, the FASB issued SFAS No. 128, Earnings per Share. SFAS 128
replaced the calculation of primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share exclude any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share are very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where appropriate, restated to
conform to the SFAS 128 requirements. There is no impact of SFAS 128 on the
calculation of both basic and diluted earnings per share for these periods
because all potentially dilutive securities are antidilutive.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income. SFAS
130, which is effective for fiscal years beginning after December 15, 1997,
establishes standards for reporting and presentation of comprehensive income and
its components. SFAS 130 requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Company adopted SFAS 130 as of January 1, 1998.
The impact of SFAS 130 on the Company's financial position and results of
operations is not expected to be material.
Fair Value of Financial Instruments
All of the Company's financial instruments, including cash and cash equivalents,
trade receivables, notes receivable, and notes payable, have fair values which
approximate their recorded values as they are either short-term in nature or
carry interest rates which approximate market rates.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Risks and Uncertainties
The ability of KKM to realize the carrying value of its assets is dependent on
being able to extract, transport and market hydrocarbons. Currently, exports
from the Republic of Kazakhstan are restricted since they are dependent on
limited transport routes and, in particular, access to the Russian pipeline
system. Domestic markets in the Republic of Kazakhstan might not currently
permit world market prices to be obtained. Management believes, however, that
over the life of the project, transportation restrictions will be alleviated and
prices will be achievable for hydrocarbons extracted to allow full recovery of
the carrying value of its assets. See Note 2.
12
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
2. Going Concern
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As of December 31, 1997,
substantially all of the Company's assets are invested in the development of the
Karakuduk Field, a shut-in oil field in the central Asian Republic of
Kazakhstan, which will require significant additional funding.
The Company has incurred recurring operating losses and has no operating assets
presently generating cash to fund its operating and capital requirements. The
Company's current cash reserves and cash flow from operations will not be
sufficient to meet the capital spending requirements required of KKM by its
operating license through fiscal 1998. Should the Company not meet its capital
requirements under the license agreement to develop the Karakuduk Field, the
Company's rights under the agreement can be terminated (see Note 14). The
Company believes that additional financing will be available; however, there is
no assurance that additional financing will be available, or if available, that
it is timely or on terms favorable to the Company. The Company's continued
existence as a going concern is dependent upon the success of future KKM
operations, which are, in the near term, dependent on the successful financing
and development of the Karakuduk Field, of which there is no assurance.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.
13
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
3. Acquisition of CAP-G
As of December 31, 1997, the Company owns 100% of the outstanding common stock
of CAP-G. This wholly-owned subsidiary was acquired on a step basis.
The Company acquired 45% of the outstanding stock of CAP-G prior to December 1,
1995. In January and February 1996, the Company entered into agreements to
acquire, for a total of $5,850,000 cash and 1,785,000 shares of the Company's
restricted common stock, the remaining 55% of the outstanding stock of CAP-G.
The Company consummated the purchase of 25% of the outstanding stock of CAP-G in
April 1996 by paying $2,000,000 in cash and issuing 685,000 shares of the
Company's common stock. The Company acquired an additional 5% of the outstanding
common stock of CAP-G in April 1996 for $250,000 cash.
To acquire an additional 15% of the outstanding common stock of CAP-G, the
Company agreed to pay $1,975,000 in cash and issue 900,000 shares of the
Company's common stock. This purchase was consummated on March 11, 1996, when
the Company paid $750,000 in cash and issued 900,000 shares of the Company's
common stock. The remaining cash balance of $1,225,000 for the purchase was to
be paid in four quarterly equal payments of $306,250 between June 11, 1996 and
March 11, 1997. The first payment of $306,250 was paid in June 1996 and an
additional $175,000 was paid in September 1996. The agreement was subsequently
revised so that the Company paid $200,000 in December 1996. The Company has now
paid the $543,750 balance of the purchase price. Finally, in 1997 the Company
exercised an option to acquire the remaining 10% of the outstanding common stock
of CAP-G. The Company paid $1,625,000 (which includes $800,000 of loans the
Company previously made to GAP-G on behalf of the prior owner of the 10%
interest) and issued 400,000 shares of common stock, which includes an
additional 200,000 shares above the original agreed amount.
On September 17, 1997, the Company granted an option to an investor to acquire
5% of the issued and outstanding shares of CAP-G on or before October 31, 1997.
Upon the closing of this agreement, the investor paid the Company $450,000 of
the $1.5 million purchase price, with the remaining due on or before September
30, 1997. The option agreement expired and the Company was not required to
return the deposit. The Company has recorded the $450,000 deposit as a reduction
in the oil and gas properties and investments in Kazakhstan.
The acquisition costs exceeding the underlying net assets at the time of each
acquisition of CAP-G common stock have been added to Oil and Gas Investments
reflected on the balance sheet. The equity in losses for 1997 and 1996 have been
recorded at the full 50% interest due to the earlier agreements to acquire the
remaining shares in CAP-G and the Company financing 100% of CAP-G's operations.
4. Oil and Gas Investments
All costs capitalized related to the Karakuduk license are included in oil and
gas properties not subject to depletion. Certain license acquisition costs and
geological and geophysical expenditures incurred by the Company but not rebilled
to KKM have been capitalized. Certain overhead costs and general administrative
costs have been expensed as incurred by KKM.
14
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
4. Oil and Gas Investments (continued)
Costs capitalized to Oil and Gas Investments consist of:
<TABLE>
<CAPTION>
December 31, November 30,
1997 1996
-----------------------------------------
<S> <C> <C>
Oil and Gas Investments:
Investments in KKM common stock $ 100,000 $ 90,000
Advances to and interest due from KKM 9,820,000 4,023,000
Acquisition Costs 10,613,000 9,291,000
Other Capitalizable Costs 1,192,000 801,000
-----------------------------------------
Total Gross Oil and Gas Investments 21,725,000 14,205,000
Less: Equity losses (1,803,000) (971,000)
-----------------------------------------
Total Oil and Gas Investment $ 19,922,000 $ 13,234,000
=========================================
The condensed financial statements
of KKM are as follows:
December 31, December 31,
1997 1996
-----------------------------------------
Condensed Balance Sheet
Current Assets $ 796,000 $ 111,000
Non-Current Assets (primarily oil and gas
properties, full cost method)
7,975,000 2,286,000
Current Liabilities 2,194,000 172,000
Non-Current Liabilities 573,000 353,000
Advances to and interest due from KKM 9,820,000 4,023,000
Common stock 200,000 200,000
Accumulated Deficit 4,016,000 2,351,000
Condensed Income Statement
Revenues $ -- $ --
Cost and Expenses 1,665,000 1,942,000
Net Loss 1,665,000 1,942,000
</TABLE>
The Karakuduk Field is still in a preliminary stage of development by KKM. The
estimated future development expenditures in order to ascertain the quantities
of proved reserves attributable to the Karakuduk Field are significant. All
costs incurred related to the Phase I workover program have been capitalized to
oil and gas properties not subject to depletion. None of the wells being
recompleted were put into production, therefore the costs incurred to recomplete
these wells were deemed equivalent to exploration costs of new oil and gas
properties.
In 1996, the Company entered into an agreement, effective January 1, 1997, to
sell its remaining domestic oil and gas properties for a sales price of
approximately $270,000. Accordingly, the Company's domestic oil and gas
properties have been classified as oil and gas properties under agreement for
sale in the balance sheet at November 30, 1996 and the full cost pool for the
United States has been fully written down.
15
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
4. Oil and Gas Properties--Full Cost (continued)
While the future ability of the Company to export hydrocarbons and therefore
realize world market prices is uncertain under current restricted transport
options in the Republic of Kazakhstan, management believes that over the life of
the project as a whole, future cash flows justify the carrying amount of the oil
and gas properties. No impairment provision has been reflected in these
financial statements.
5. Long-Term Debt
The Company has no long-term debt as of December 31, 1997. Long-term debt at
November 30, 1996 consisted of convertible notes payable to private corporations
and individuals in the amount of $1,350,000. Of the $1,350,000, $1,000,000 was
received from two private companies, one of which is a stockholder of the
Company. On December 6, 1996, the Company borrowed an additional $500,000 under
the same terms from a private corporation. As additional consideration for these
notes, the Company issued to the note holders, warrants to purchase 462,500
shares of the Company's common stock at $.25 per share, exercisable at any time,
but no later than November 30, 1999. The notes were discounted by the fair value
of the warrants, with the discount being amortized over the life of the notes.
16
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
5. Long-Term Debt (continued)
If the notes were still outstanding on May 31, 1997, the Company agreed to issue
185,000 warrants as additional consideration to the holders. Furthermore, if the
notes were still outstanding on November 30, 1997, the Company agreed to issue
370,000 warrants as additional consideration to the holders. Under these
provisions, the Company issued 125,000 of the 185,000 warrants due to the May
31, 1997 deadline and none due to the November 30, 1997 deadline. The additional
warrants were discounted by the fair value of the warrants, with the discount
being amortized over the life of the notes. On dates between May 1997 and
November 1997 the notes were repaid by the Company at their face value. The
Company recorded an extraordinary loss on extinguishment of debt of
approximately $214,000.
During 1995, the Company issued a note payable to a private corporation in the
amount of $750,000. As additional consideration for this note, the Company
issued to the holder warrants to purchase 500,000 shares of the Company's common
stock, and to a private corporation, as a finder's fee, warrants to purchase
200,000 shares at $.25 per share, exercisable at any time, but no later than
October 30, 1998. The note was discounted by the difference between the market
value of the Company's common stock on the date of issuance and the exercise
price of the warrants. During 1996, the note was repaid by the Company at the
face value of $750,000. The Company recorded an extraordinary loss on
extinguishment of debt for the unamortized discount of approximately $237,000.
6. Common Stock
1989 Stock Warrant Plan
During 1989, the Board of Directors approved a stock warrant plan for key
employees and directors. The Company has reserved 1,175,000 shares of its common
stock for issuance under the plan. Under the plan, warrants must be granted and
exercised within a 10-year period ending April 30, 1999. Immediately following
approval of the plan by the Board of Directors, warrants for 1,175,000 shares
were granted with an exercise price of $.28 per share. Warrants for 100,000,
225,000, and 100,000 shares were exercised for values of $28,000,$63,000, and
$28,000 during 1997,1996, and 1995, respectively.
1997 Incentive Stock Plan
On July 17, 1997, the shareholders of the Company approved the 1997 Incentive
Stock Plan pursuant to which up to 1,000,000 shares of the Company's common
stock may be granted to directors and employees of, or consultants to, the
Company. As of December 31, 1997, none of the Company's common stock had been
granted under the plan.
1997 Non-employee Directors' Stock Option Plan
On July 17, 1997, the shareholders approved the 1997 Non-employee Directors'
Stock Option Plan. As of the date of each annual meeting of the stockholders of
the Company, each non-employee director then in office or elected to the Board
of Directors of the Company on such date will receive a ten-year option to
purchase 25,000 shares at an exercise price equal to the average stock price on
the date of grant. The aggregate number of options to acquire shares under the
plan which may be issued may not exceed 5% of the total outstanding number of
shares on the date of grant. As of December 31, 1997, options for 200,000 shares
with an exercise price of $0.83 have been issued under the plan.
Non-Qualified Stock Options
During 1997, the Company granted five year non-qualified options, generally with
vesting periods of one year, to purchase 2,885,000 restricted shares of the
Company's common stock to various directors of, and consultants to, the Company.
Options relating to 1,442,500 shares have an exercise price of $.75 per share
and options relating to 1,442,500 shares have an exercise price of $1.50 per
share.
17
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
6. Common Stock (continued)
Non-Qualified Stock Options (continued)
The Company issued various five-year, non-qualified stock options to employees,
consultants and directors of the Company during the year. The Company granted
options to purchase 126,000 shares of the Company's common stock, at an exercise
price of $.75. The Company granted options to purchase another 131,000 shares of
the Company's common stock, at an exercise price of $1.50 a share. The Company
has recorded the fair value of these stock options on the date of grant at
$227,000.
In January 1998, the Company granted five-year, non-qualified options to
purchase 633,000 shares of the Company's common stock at an exercise price of
$.87 a share to various employees of, and consultants to, the Company. The
Company also granted five-year, non-qualified options to purchase 60,000 shares
of the Company's common stock at an exercise price of $2.25 a share, to various
employees of, and consultants to, the Company. Furthermore, the Company granted
90,000 shares of the Company's common stock, subject to shareholder
ratification, to the directors of the Company and granted 190,000 shares of the
Company's common stock to various employees of, and consultants to, the Company.
Common Stock Offerings and Common Stock Warrant Issuances
During 1993, the Company sold a total of 2,685,750 shares of common stock and
issued 1,342,875 warrants to purchase common stock with an exercise price of
$.40. An additional 105,540 warrants to acquire shares of common stock were paid
as commission. Prior to 1995, 650,625 of these warrants were exercised. During
1995, 165,375 of these warrants were exercised for the purchase of shares of
common stock. The exercise price was $.40 per share, for a total of $66,000.
During 1996, 632,325 of these warrants were exercised at an exercise price of
$.40 per share, for a total of $252,930. All warrants issued in connection with
the 1993 private placement have been exercised.
During 1997, the Company entered into an agreement to allow the Company to
acquire M-D, International Petroleum (MDI), a private company. Accordingly, on
January 8, 1997 the Company agreed to issue 180,000 shares of the Company's
common stock having a value of $90,000 to the potential joint venture partner.
Simultaneously, the principal stockholders of MDI put 180,000 shares of the
Company's common stock into escrow. These shares would be returned to the
Company if the Company did not acquire MDI by July 7, 1997. Under the agreement,
the Company was to acquire a 5% joint venture interest for the development of
certain natural gas fields in Uzbekistan. The agreement of the Company to
acquire MDI was contingent upon the potential joint venture partner successfully
obtaining rights to develop the natural gas fields in Uzbekistan. As of July 7,
1997, EOGU had not obtained the agreement with Uzbekistan to develop the natural
gas fields. Consequently, the agreement by the Company to acquire MDI was
nullified and the escrowed shares were returned to the Company and retired.
During February 1997, the Company entered into a severance agreement with Paul
V. Hoovler, the former Chief Executive Officer and President of the Company,
pursuant to which Mr. Hoovler received warrants to purchase 100,000 shares of
the Company's common stock at an exercise price of $.85 per share and warrants
to purchase 100,000 shares of the Company's common stock at an exercise price of
$1.25 per share.
18
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
6. Common Stock (continued)
Common Stock Offerings and Common Stock Warrant Issuances (continued)
During 1997, the Company sold 3,076,923 shares of the Company's common stock for
$.65 per share for a total of $2,000,000 to a private investor. In connection
with the transaction, the Company also issued a warrant to the investor to
purchase up to an additional 4,615,385 shares of the Company's common stock for
$3,000,000 or $.65 per share. The warrant was to expire on December 31, 1997. In
October and November 1997, the private investor exercised warrants to acquire
4,615,385 shares of the Company's common stock. The same party exercised another
warrant for 125,000 shares of the Company's common stock exercisable at an
exercise price of $0.25 per share. In April 1997, a private investor converted a
$500,000 promissory note (plus $2,000 of accrued interest) that had previously
been issued by the Company into 772,991 shares of the Company's common stock at
a conversion price of $.65 per share.
On October 28, 1997, 423,076 shares of the Company's common stock were issued to
a private investor by way of a "cashless" exercise of a warrant as allowed by
the warrant. This warrant was originally exercisable for 500,000 shares at a
conversion price of $.25 per share.
In November 1997, a private investor converted a $1,000,000 promissory note
(plus $48,000 of accrued interest) that previously had been issued by the
Company into 1,396,741 shares of the Company's common stock at a conversion
price of $.75 per share.
During 1997, the Company issued 87,669 shares of the Company's common stock to a
consultant in lieu of $78,000 of accrued fees that had not been paid.
In December 1997, the Company exercised an option to acquire the remaining 10%
of the outstanding shares of CAP-G (Note 3). As a part of the consideration, the
Company issued 400,000 shares valued at $1,000,000.
During 1996, the Company sold 14,000,000 shares of common stock in a private
placement at a price of $.50 per share. In connection with the private
placement, the Company issued a warrant to purchase 1,022,000 shares to the
sales agent as a commission, at an exercise price of $10.00. As of December 31,
1997 and November 30, 1996, the warrant has not been exercised.
During 1997, the Company sold 461,538 shares of the Company's common stock for
$.65 per share for a total of $300,000 to a private investor. In connection with
the transaction, the Company also issued warrants to the investor to purchase up
to an additional 461,538 shares of the Company's common stock for $300,000 or
$.65 per share. The private investor exercised a portion of the warrant on
December 31, 1997, and received a total of 384,616 shares of the Company's
common stock. The remaining warrants expired on the same day.
SFAS 123 Disclosure
SFAS 123 requires that pro forma information regarding net income and earnings
per share be determined as if the Company had accounted for its employee stock
option under the fair value method as defined in that Statement for options
granted or modified after December 31, 1994. SFAS 123 requires disclosure of
option plans for the previous three years, but since 1997 was the first year for
stock option issuances to meet the new requirement, weighted average assumptions
are calculated only for 1997. The fair value for applicable options was
estimated at the date of grant using the Black-Scholes option pricing model with
the following weighted average assumption for 1997: risk free interest rates of
5.53%; dividend yield of 0%; volatility factors of the expected market price of
the Company's common stock of 0.83; and a weighted average life expectancy of
the options of 4.9 years.
19
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
6. Common Stock and Common Stock Warrants (continued)
Common Stock Offerings and Common Stock Warrant Issuances (continued)
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. The Company's pro
forma information follows:
Year ended Month ended
December 31, December 31,
1997 1996
-------------------------------------
Net Loss under APB 25 (2,603,000) (130,000)
Effect of FASB 123 (525,000) --
Pro forma Net Loss (3,258,000) (130,000)
Pro forma Basic and Diluted
Earnings per Share $(0.08) --
A summary of the Company's stock option activity and related information for the
periods ended follows:
<TABLE>
<CAPTION>
Shares Weighted Weighted
Under Average Exercise Average Contractual
Option Price Life Remaining
------------------- -------------------- --------------------
<S> <C> <C> <C>
Outstanding, November 30, 1996 - - -
Granted 1,786,000 $ .763 4.4 years
1,556,000 $ 1.50 4.3 years
Exercised - $ 0.00 -
Canceled - $ 0.00 -
------------------- -------------------- --------------------
Outstanding, December 31, 1997 3,342,000 $ 1.11 -
------------------- -------------------- --------------------
Exercisable, December 31, 1997 200,000 $ 0.83 -
------------------- -------------------- --------------------
</TABLE>
20
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
6. Common Stock and Common Stock Warrants (continued)
Common Stock Offerings and Common Stock Warrant Issuances (continued)
The following table summarizes all common stock purchase warrant activity for
the year ended December 31, 1997:
Number of Exercise
Stock Price
Warrants Range
------------------------------
Outstanding, November 30, 1995 2,407,325 $0.25 - $0.40
Granted 1,439,500 $0.25 - $0.40
Exercised (857,325) $0.25 - $0.40
-------------------------------
Outstanding, November 30, 1996 2,989,500 $0.25 - $0.28
Granted 6,426,923 $0.01 - $1.25
Exercised (5,648,077) $0.25 - $0.65
Expired (153,846) $0.25 - $0.65
-------------------------------
Outstanding, December 31, 1997 3,614,500 $0.01 - $1.25
===============================
The following table summarizes the price ranges of all common stock purchase
warrants outstanding as of December 31, 1997:
Stock Warrants Outstanding as of December 31, 1997
Number of Warrants Exercise Price
-----------------------------------------
100,000 $0.25
100,000 $1.25
750,000 $0.28
742,500 $0.25
900,000 $0.01
1,022,000 $0.00001
-------------------------------------
3,614,500 $0.00001 - $1.25
=====================================
7. Redeemable Preferred Stock and Related Common Stock Warrants
On November 24, 1997, the Company executed a Subscription Agreement
("Agreement") with an unaffiliated investor for 225,000 shares of three classes
of Redeemable $5.00 Cumulative Convertible Preferred Stock ("Preferred Stock").
The investor agreed to purchase 75,000 shares of each of the Company's Series A,
B and C Preferred Stock. Pursuant to the Agreement, the Company initially sold
to the investor 50,000 shares of the Company's Series A Preferred Stock, no par
value, for a purchase price of $100.00 per share, equal to the redemption value,
or an aggregate purchase price of $5,000,000. The number of shares of common
stock issuable upon conversion of each share of Series A Preferred Stock is
determined by dividing $100 by the conversion price of $2.25 per share. The
Company is not required to establish a sinking fund, however, the preferred
stock dividends in arrears must be paid before dividends can be paid on the
common stock. The basis difference representing issuance costs is being
amortized directly to additional paid-in-capital for the period through the
redemption date.
21
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
7. Redeemable Preferred Stock and Related Common Stock Warrants (continued)
The Series B Preferred Stock and Series C Preferred Stock, once issued, are
convertible into common stock at the option of the holders thereof at any time
prior to the redemption date. The conversion price of the Series B Preferred
Stock is $3.00 per share; and the conversion price of the Series C Preferred
Stock is $4.25 per share. The number of shares of common stock issuable upon
conversion of each share of Series B Preferred Stock and Series C Preferred
Stock is determined by dividing $100 by the conversion price per share. The
Preferred Stock has scheduled redemptions beginning November 30, 2002.
The five-year aggregate redemption amounts are as follows:
-------------------------------
1998 -
1999 -
2000 -
2001 -
2002 $5,000,000
-------------------------------
Total $5,000,000
===============================
Allen & Company Incorporated (Allen & Company), a significant shareholder of the
Company, acted as placement agent in connection with the subscription for the
Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
pursuant to the Agreement. Allen & Company elected to receive its fees in the
form of warrants to purchase 900,000 shares of the Company's common stock that
were all originally exercisable through November 25, 2002, at an exercise price
of $.01 per share.
In March 1998, prior to the receipt of the funds for any additional purchases
the investor was to make under the Agreement, the Company and the investor
mutually released each other from any further obligations under the Agreement.
The investor retained the initial 50,000 shares of Series A Preferred Stock. The
Company is not required to issue any additional preferred stock under the
Agreement and the investor has no other obligation to provide funds to the
Company in exchange for such stock.
In an agreement dated March 31, 1998, the Company has agreed to allow Allen &
Company to retain, subject to certain performance criteria, the warrants to
purchase 700,000 shares (presented as a $1,770,000 stock subscription receivable
in equity) of the Company's common stock related to the $17,500,000 subscription
not received under the original terms of the Agreement. The unearned warrants to
purchase 700,000 shares of the Company's common stock held by Allen & Company
are fully restricted from exercise unless Allen & Company assists the Company in
raising additional capital for the Company that is acceptable to the Company's
Board of Directors. For each $25 of additional capital raised, a warrant to
purchase one share of common stock will be deemed to be earned. If, before
November 25, 1999, Allen & Company fails to assist the Company in raising the
additional capital for the Company under terms acceptable to the Company, the
unearned portion of the warrants will expire.
22
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
8. Income Taxes
The following is a summary of the provision for income taxes:
<TABLE>
<CAPTION>
Year Ended One Month Ended Year Ended Year Ended
December 31, December 31, November 30, November 30,
1997 1996 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income taxes (benefit) computed
at federal statutory rate $ (910,000) $(46,000) $(762,000) $(241,000)
Other (60,000) (3,000) (86,000) (57,000)
Change in asset valuation
allowance 970,000 49,000 848,000 298,000
-----------------------------------------------------------------------------------------
Income taxes $ -- $ -- $ -- $ --
=========================================================================================
The components of the Company's deferred tax assets and liabilities under FASB
No. 109 are as follows:
1997 1996 1995
-------------------------------------------------------------
Deferred tax assets:
Net operating loss carryforwards $ 5,812,000 $4,958,000 $4,131,000
Full cost pool capitalization -- 267,000 246,000
Valuation allowance (5,812,000) (5,225,000) (4,377,000)
-------------------------------------------------------------
Deferred tax assets $ -- $ -- $ --
=============================================================
</TABLE>
There were no deferred tax assets or income tax benefits recorded in the
financial statements for net deductible temporary differences or net operating
loss carryforwards due to the fact that the realization of the related tax
benefits is not considered likely.
At December 31, 1997, the Company has tax loss carryforwards for federal income
tax purposes of approximately $11,653,000 available to offset future taxable
income. These carryforwards will expire at various times between 1998 and 2012.
The Company has issued a significant number of shares of common stock, stock
warrants, and preferred stock during the year ended December 31, 1997. The
Company is also currently negotiating for additional capital, which, if
successful, will require additional shares of stock to be issued. The changes in
ownership may significantly restrict the use of net operating loss
carryforwards. At December 31, 1997, unused statutory depletion carryforwards,
23
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
8. Income Taxes (continued)
which have unlimited duration, are approximately $567,000. the unused investment
tax carryover was approximately $86,000 at December 31, 1997 and expires through
2000. The loss carryforward at December 31, 1997 for financial reporting
purposes is approximately $15,324,000, consisting of $13,408,000 in domestic and
$1,916,000 foreign loss carryforwards, respectively. The difference between the
loss carryforward for financial reporting and income tax purposes results
principally from the difference in book and tax basis of oil and gas properties
and organizational costs related to foreign activities.
9. Related Party Transactions
The Company paid a director $24,000 during 1995 for public relations consulting
services.
During 1996, the Company paid a basic consulting fee of approximately $500,000
to MDI, of which the stockholders include two directors of the Company, for
assistance in seeking means for meeting the Company's funding obligation for the
Karakuduk Project. During 1997, the Company paid an additional $180,000 to MDI,
but terminated the agreement in the first quarter of 1997.
The Company leased office space under a non-cancelable operating lease, which
expired on March 31, 1997 from a related party. Beginning April 1, 1997, the
Company leased office space at a rate of approximately $2,000 per month. This
lease expired in November 1997, was renewed and then later cancelled. In
February 1998, the Company signed a new lease with an unrelated party. Rent
expense was $37,000 for 1997, $46,000 for 1996, and $36,000 for 1995. The
Company believes these rental expenses were at an arms length basis.
10. Major Customers
The Company is presently engaged in exploration for and development of oil and
gas. The Company sells its production under contracts with various purchasers,
with certain domestic purchasers accounting for sales of 10% or more per year as
follows:
1997 0%
1996 32%
1995 16%
11. Royalty Participation Plan
During 1982, the Company adopted a Royalty Participation Plan for the employees
of the Company. Under the plan, the Company may contribute to a trust fund,
royalty interests acquired by the Company together with any proceeds of
production received by the Company, which are attributable to such royalty
interests. The net income of the trust fund will be distributed yearly to the
participants based on years of service and position in the Company. No
distributions were made in 1997. Distributions were $12,000 for 1996 and $12,000
for 1995.
In February 1997, as part of the severance agreement with the former Chief
Executive Officer of the Company (Note 14), the Company assigned its interest in
the Royalty Participation Plan to the former Chief Executive Officer and
President of the Company.
24
<PAGE>
Chaparral Resources, Inc.
Notes to Consolidated Financial Statements (continued)
12. Accrued Compensation
On August 19, 1996, the Company's Board of Directors awarded the former Chief
Executive Officer and the former Vice President of the Company cash bonuses
totaling $210,000 as recognition for past and present services to be used to
exercise certain warrants granted in connection with the Company's 1989 Stock
Warrant Plan. These bonuses will not become payable until the earlier of (i)
completion of a sale or farmout by the Company of all or a portion of its
interest in the Karakuduk Project, or (ii) the date when the Company makes a
public disclosure of a sale or farmout of the Karakuduk Project. The Company
does not expect any events to occur in the near future, therefore, the bonus
payable is considered long-term in nature.
In connection with the appointment of Mr. Howard Karren as the Chairman of the
Board of Directors of the Company in 1996, the Company agreed to issue to Mr.
Karren, or his designee, 350,000 shares of restricted common stock of the
Company. In 1996, the Company recorded accrued compensation for this transaction
in the amount of $175,000. During 1997, the common stock was issued.
13. Defined Contribution Plans
Effective December 31, 1990, the Company adopted a new defined contribution plan
(the "Plan") which covers all full-time eligible employees. Contributions are
determined as a percent of each covered employee's salary and are funded as
accrued. Plan contributions for the Company were $27,000 in 1995, of which
$20,000 was attributable to the President of the Company.
The Company also adopted a 401(k) plan covering all full-time employees,
effective January 1, 1991. Employee contributions are in the form of salary
reductions up to the maximum percentage allowable under the Internal Revenue
Code. There are no employer matching contributions. During 1996, the Plan merged
into the 401(k) plan; as such, there were no contributions made by the Company
during 1997 or 1996.
14. Commitments and Contingencies
Under the terms of the license agreement, approved by the Ministry of Oil and
Gas Industries of the Republic of Kazakhstan, granting KKM the right to develop
the Karakuduk Field, KKM has committed to minimum capital expenditures of
approximately $10 million by December 31, 1997, an additional $34.5 million by
December 31, 1998, and another $12 million by December 31, 1999. As of December
31, 1997, KKM has fully satisfied its 1997 capital commitments under the
license agreement.
The Company has outstanding legal proceedings involving a lawsuit initiated by
Heartland, Inc. of Wichita and Collins & McIlhenny, Inc. (Plaintiffs). The
Complaint was filed on November 14, 1997 against the Company, Howard Karren,
Whittier Trust Company and James A. Jeffs in the District Court of Harris
County, Texas. Plaintiffs claim the Company breached an alleged agreement
whereby Plaintiffs were to raise capital for the Company through a private
placement of the Company's securities. The plaintiffs contend that the Company
and Howard Karren made false representations in connection with the alleged
contract and that Whittier Trust Company and James A. Jeffs interfered with the
Company's performance of the alleged contract. Plaintiffs are seeking actual
damages of $3,435,000 and exemplary damages of $25,000,000, plus attorney's
fees. A motion for a summary judgment filed by the Plaintiff was denied by the
Court. The Company has not recorded any provision related to this legal
proceeding as management believes the Company will prevail.
Subsequent to December 31, 1997, the Kazakhstan government tax authority began
an audit of KKM. The Company believes KKM provided for all potential tax
contingencies which may exist.
25
<PAGE>
Supplemental Information - Disclosures About Oil and Gas
Producing Activities - Unaudited
The following supplemental information regarding the oil and gas activities of
the Company is presented pursuant to the disclosure requirements promulgated by
the Securities and Exchange Commission and Statement of Financial Accounting
Standards ("SFAS") No. 69, Disclosures About Oil and Gas Producing Activities.
As discussed in Note 4, the Company entered into an agreement effective January
1, 1997 to sell its domestic oil and gas properties. Accordingly, the Company's
domestic oil and gas properties were classified as oil and gas properties under
an agreement for sale at November 30, 1996 and no disclosures for proved
reserves or future cash flows have been made at November 30, 1996. The
properties were sold in accordance with the above agreement. Due to the
uncertainties surrounding the development of the Karakuduk Field, along with the
limited amount of production established as of December 31, 1997, no proved
reserves have been attributed to the field. The Company acquired no additional
producing properties in 1997. Therefore, no disclosures for proved reserves or
future cash flows have been made at December 31, 1997. Acquisition and
exploratory costs incurred related to the Company's interest in the Karakuduk
Field, however, are disclosed below. The exploration costs reflect the entire
exploratory costs incurred by the Company and KKM.
The following estimates of reserve quantities and related standardized measure
of discounted net cash flow are estimates only, and do not purport to reflect
realizable values or fair market values of the Company's reserves. The Company
emphasizes that reserve estimates are inherently imprecise and that estimates of
new discoveries are more imprecise than producing oil and gas properties.
Additionally, the price of oil has been very volatile and downward changes in
prices can significantly affect quantities that are economically recoverable.
Accordingly, these estimates are expected to change as future information
becomes available and the changes may be significant. All of the Company's
proved reserves were located in the United States.
Proved reserves are estimated reserves of crude oil and natural gas that
geological and engineering data demonstrate with reasonable certainty to be
recoverable in future years from known reservoirs under existing economic and
operating conditions. Proved developed reserves are those expected to be
recovered through existing wells, equipment and operating methods.
The standardized measure of discounted future net cash flows is computed by
applying year-end prices of oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated future
production of proved oil and gas reserves, less estimated future expenditures
(based on year-end costs) to be incurred in developing and producing the proved
reserves, less estimated future income tax expenses. The estimated future net
cash flows are then discounted using a rate of 10% a year to reflect the
estimated timing of the future cash flows.
26
<PAGE>
Supplemental Information - Disclosures About Oil and Gas
Producing Activities - Unaudited (continued)
Proved Oil and Gas Reserve Quantities
(All Within the United States)
<TABLE>
<CAPTION>
Oil Gas
reserves reserves
(bbls.) (Mcf.)
-----------------------------------
<S> <C> <C>
Balance November 30, 1994 111,690 3,294,730
Revisions of previous estimates (1,438) (98,536)
Sales of reserves (36,425) (10,228)
Extensions, discoveries and other additions 582 9,375
Production (8,224) (132,924)
-----------------------------------
Balance November 30, 1995 66,185 3,062,417
Revisions of previous estimates (58,749) 18,703
Sales of reserves (531) (34,417)
Extensions, discoveries and other additions 267 6,638
Production (1,737) (96,906)
Transfer to oil and gas properties under agreement
for sale (5,435) (2,956,435)
Balance November 30, 1996 -- --
Revisions of previous estimates -- --
Sales of reserves -- --
Extensions, discoveries and other additions -- --
Production -- --
-----------------------------------
Balance December 31, 1997 -- --
===================================
Proved developed reserves:
November 30, 1995 7,235 870,890
November 30, 1996 -- --
December 31, 1997 -- --
27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Supplemental Information - Disclosures About Oil and Gas
Producing Activities - Unaudited (continued)
Standardized Measure of Discounted Future Net Cash Flows
and Changes Therein Relating to Proved Oil and Gas Reserves
Year ended November 30
1997 1996 1995
-------------------------------------------------------------
<S> <C> <C> <C>
Future cash inflows $ -- $ -- $ 3,449,000
Future production and development
costs -- -- (2,478,000)
Future income tax expenses -- -- --
-------------------------------------------------------------
Future net cash flows -- -- 971,000
10% annual discount for estimated
timing of cash flows -- -- (544,000)
-------------------------------------------------------------
Standardized measure of discounted
future net cash flows $ -- $ -- $ 427,000
=============================================================
The following are the principal sources of changes in the standardized measure
of discounted future net cash flows:
Year ended November 30
1997 1996 1995
------------------------------------------------------------
Beginning balance $ -- $ 427,000 $ 1,084,000
Expenditures which reduced future
development costs -- -- (3,000)
Acquisition of proved reserves -- -- --
Sale of proved reserves -- (54,000) (81,000)
Sales and transfers of oil and gas
produced, net of production costs -- (110,000) (140,000)
Net increase (decrease) in price -- 860,000 (593,000)
Net decrease in costs -- -- 247,000
Extensions and discoveries -- 17,000 165,000
Revisions of previous quantity
estimates -- (91,000) (38,000)
Accretion of discount -- 99,000 108,000
Effect of change in timing and other -- 253,000 (322,000)
Transfer to oil and gas properties
under agreement for sale -- (1,401,000) --
-------------------------------------------------------------
Ending balance $ -- $ -- $ 427,000
=============================================================
28
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Supplemental Information - Disclosures About Oil and Gas
Producing Activities - Unaudited (continued)
Standardized Measure of Discounted Future Net Cash Flows
and Changes Therein Relating to Proved Oil and Gas Reserves (continued)
Year ended November 30
1997 1996 1995
-----------------------------------------------------
<S> <C> <C> <C>
Costs Incurred
Property acquisition costs--
unproved leases $ 943,000 $ 6,559,000 $ 3,162,000
Property acquisition costs--
proved properties 5,745,000 1,701,000 1,088,000
Exploration costs --
Development costs -- -- 30,000
Production Costs
Lease operating expense $ -- $ 26,000 $ 95,000
Production tax -- 11,000 20,000
-----------------------------------------------------
$ -- $ 37,000 $ 115,000
=====================================================
Other Information
Net revenue (revenue less production
costs, ad valorem and severance
taxes) $ -- $ 110,000 $ 140,000
Amortization per equivalent barrel
of production* -- 1.40 2.33
Price per bbl. (oil) -- 17.53 14.27
Production cost per bbl. (oil) -- 2.13 6.34
Price per Mcf. (gas) -- 1.17 1.02
Production cost per Mcf. (gas) -- .34 .47
Price per net equivalent bbl.* -- 8.22 8.33
Production cost per net equivalent bbl -- 2.07 3.78
* Natural gas converted to equivalent barrels using conversion ratio of 6:1.
29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Supplemental Information - Disclosures About Oil and Gas
Producing Activities - Unaudited (continued)
Standardized Measure of Discounted Future Net Cash Flows and Changes
Therein Relating to Proved Oil and Gas Reserves (continued)
Year ended November 30
1997 1996 1995
---------------------------------------------------
<S> <C> <C> <C>
Present value of proved reserves:
Proved developed $ -- $ -- $266,000
Proved undeveloped -- -- 161,000
---------------------------------------------------
Total $ -- $ -- $427,000
===================================================
Future net revenues of proved reserves:
Proved developed $ -- $ -- $383,000
Proved undeveloped -- -- 588,000
---------------------------------------------------
Total $ -- $ -- $971,000
===================================================
30
</TABLE>
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholders
Karakuduk-Munay, Inc.
We have audited the accompanying balance sheets of Karakuduk-Munay, Inc. as of
December 31, 1997 and 1996, and the related statements of expenses and
accumulated deficit and cash flows for each of the three years in the period
ended December 31, 1997, 1996, and 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Karakuduk-Munay, Inc. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1997, in conformity
with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has incurred recurring operating losses and relies
solely on the foreign shareholder to provide all funding in the form of an
interest bearing loan. The Company requires significant additional financing to
meet its financial commitments and requirements through calendar year 1998 as
described in Note 16. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
/s/ Ernst & Young
---------------------------------------
ERNST & YOUNG
Almaty, Kazakhstan
March 13, 1998
31
<PAGE>
Karakuduk-Munay Inc
Balance Sheets
December 31, 1997 and 1996
(Amounts in US Dollars)
ASSETS 1997 1996
----------------------------
Cash $ 414,384 $ 36,889
Prepaid and Other Receivables (Note 4) 272,455 16,476
VAT Receivable (Note 5) 10,099 57,296
------------ ------------
Total Current Assets 795,938 110,661
Materials and Supplies Inventory (Note 6) 511,858 28,421
Property, Plant and Equipment, net (Note 7) 1,589,057 451,935
Oil and Gas Properties - full cost method,
not subject to depletion (Note 8) 5,874,525 1,805,588
------------ ------------
TOTAL ASSETS $ 8,771,378 $ 2,396,605
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Accounts Payable (Note 10) $ 2,100,722 $ 50,016
Accrued Liabilities (Note 10) 621,750 390,806
Miscellaneous Taxes Payable 45,106 49,406
------------ ------------
Current Liabilities $ 2,767,578 $ 490,228
Loans Payable to Partner (Note 11) 9,819,497 4,023,095
Accrued Payable for compensation for land usage -- 34,000
Commitments and Contingencies (Note 14 & 16)
PARTNER'S DEFICIT
Charter Capital (Note 13) 200,000 200,000
Accumulated Deficit (4,015,697) (2,350,718)
------------ ------------
(3,815,697) (2,150,718)
------------ ------------
TOTAL LIABILITIES AND PARTNERS' DEFICIT $ 8,771,378 $ 2,396,605
============ ============
See accompanying notes which form an
integral part of these financial statements.
32
<PAGE>
<TABLE>
<CAPTION>
Karakuduk-Munay Inc
Statements of Expenses and Accumulated Deficit
For the Periods Ended December 31, 1997, 1996 and 1995
(Amounts in US Dollars)
1997 1996 1995
----------------------------------------------------------
<S> <C> <C> <C>
Management Service Fee (Note 11) $ 495,000 $ 825,000 $ 318,750
General and Administrative Expenses 836,868 909,520 86,799
Interest Expense (Note 11) 155,624 137,533 2,414
Depreciation on Fixed Assets (Note 7) 147,660 42,709 581
Miscellaneous Taxes 30,214 2,937 --
Exchange Loss/Gain (387) 24,475 --
----------- ----------- -----------
Net Loss 1,664,979 1,942,174 408,544
Accumulated deficit, beginning of period 2,350,718 408,544 --
----------- ----------- -----------
Accumulated deficit, end of period $ 4,015,697 $ 2,350,718 $ 408,544
=========== =========== ===========
See accompanying notes which form an
integral part of these financial statements.
33
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Karakuduk-Munay Inc
Statements of Cash Flows
For the Periods Ended December 31, 1997, 1996 and 1995
(Amounts in US Dollars)
1997 1996 1995
-----------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(1,664,979) $(1,942,174) $ (408,544)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation of fixed assets 147,660 42,709 581
Amortization of Signature Bonus -- -- 5,130
Changes in working capital:
(Increase)/Decrease in Prepaid and Other Receivables (255,979) 76,230 (92,706)
(Increase) in VAT Receivable (51,803) (57,296) --
(Increase) in Inventory (483,437) (28,421) --
Increase in Accounts Payable and Accrued Liabilities 2,026,650 100,834 21,238
Increase/(Decrease) in Miscellaneous Taxes Payable (4,300) 45,985 3,421
Increase/(Decrease) in Long Term Payable for Land Usage (34,000) 34,000 --
----------- ----------- -----------
Net Cash Used by Operating Activities (320,188) (1,728,133) (470,880)
Cash Flows From Investing Activities:
Purchase of Fixed Assets (1,284,782) (464,208) (31,017)
Investments in Oil and Gas Assets
(net of assets contributed
in-kind through Charter Fund) (4,068,937) (1,237,718) --
Payment of Signature Bonus -- (513,000) --
----------- ----------- -----------
Net Cash Used in Investing Activities (5,353,719) (2,214,926) (31,017)
Cash Flows From Financing Activities:
Cash contributed as Charter Fund -- 40,000 100,000
Increase in Loan due to Cash Contribution 4,134,783 2,240,000 100,000
Increase in Loans Payable for Management
Services and Other Expenditures 1,526,995 1,527,339 334,559
Increase in Loans Payable for Interest 389,624 137,533 2,414
----------- ----------- -----------
Net Cash Provided by Financing Activities 6,051,402 3,944,872 536,973
Net Increase in Cash 377,495 1,813 35,076
Cash at beginning of year 36,889 35,076 --
----------- ----------- -----------
Cash at end of year $ 414,384 $ 36,889 $ 35,076
See accompanying notes which form an
integral part of these financial statements.
34
</TABLE>
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
1. Organization and Background Information
Formation
- ---------
Karakuduk-Munay Inc. (the "Company"), a Kazakhstan Joint Stock Company of Closed
Type, was founded by "Munaygaz" State Holding Company (formerly
Kazakhstanmunaygaz National Petroleum Company), "Jarkin" State Holding Company
(formerly PGO Mangistauneftegazgeologiya), and Korporatsiya Mangistau Terra
International (formerly Korporatsiya Kramds-Mangistau Inc.), collectively the
"Kazakh Shareholders", and Central Asian Petroleum (Guernsey) Limited. The
Company and the Ministry of Oil and Gas in the Republic of Kazakhstan entered
into an agreement on August 30, 1995 ("Inception") referred to as the Agreement
for Exploration, Development and Production of Oil in Karakuduk Oil Field in
Mangistau Oblast of the Republic of Kazakhstan (the "Agreement"). The management
and operational framework within which the Company must conduct its activities
are dictated by the Agreement.
The Company may be terminated under certain conditions specified in the
Agreement. The term of the Agreement is 25 years commencing from the date of the
Company's registration. The Agreement can be extended to a date agreed between
the Ministry of Oil and Gas and the Company as long as production of petroleum
and/or gas is continued in the exploration field.
Changes in Shareholders
- -----------------------
In accordance with the Edict # 410 dated 24 March 1997 and Edict # 1287 dated 26
August 1997 issued by the Government of the Republic of Kazakhstan, 40 % of the
Charter Fund of the Company belonging to "Jarkin"/"Aksay" and "Munaygaz" were
transferred to KazakhOil, the state owned oil and gas company. The Company and
new shareholder have been legally re-registered with the Ministry of Justice of
the Republic of Kazakhstan on July 24, 1997.
Principal Activity
The Company was established for the purposes of exploring, developing, and
producing oil and gas deposits in the Karakuduk Field in the Republic of
Kazakhstan acting on the basis of the Agreement which the Company entered into
with the Ministry of Oil and Gas in the Republic of Kazakhstan on August 30,
1995.
The Company's work program and minimum expenditure commitment was stipulated in
License MG 249 dated June 28, 1995. These expenditure obligations were
subsequently amended by Resolution P65-H of September 18, 1996, and by
Resolution P97-H of December 8, 1997. The latter Resolution requires the Company
to expenditure commitments of US$10 million by December 31, 1997, US$34.5
million by December 31, 1998, and US$12 million by December 31, 1999.
Expenditure commitments through 1997 exceeded the commitment requirement. The
excess is applicable against future obligations. Should the license terms not be
adhered to, the License may be withdrawn by the Government of the Republic of
Kazakhstan.
The activity during 1997 has been primarily to conduct various studies into the
most appropriate drilling and development strategy for the Karakuduk field. The
Company also commenced construction of the field camp and access road to the
field to facilitate the commencement of expansion of activities when production
commences in 1998. The Company also worked over one well, which will be brought
into production in 1998. The remaining operations conducted by the Company
related to corporate affairs, re- registration of the Company necessitated by
the transfer of shareholders, and other activity pertaining to the startup of
the operations.
35
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
2. Basis of Presentation
The Company maintains its accounting records and prepares its financial
statements in US dollars and in accordance with accounting prescribed in the
Accounting Procedure of the Agreement. The accompanying financial statements,
prepared in accordance with U.S. generally accepted accounting principles,
differ in minor respects (related to disclosure) from those issued for statutory
purposes in Kazakhstan.
The material accounting principles adopted by the Company are described below:
Foreign Currency Translation
- ----------------------------
Transactions arising in currencies other than US dollars are translated into US
dollars in accordance with the temporal method.
Cash and other monetary assets held and liabilities denominated in currencies
other than US dollars are translated to US dollars at the rates of exchange
ruling as of December 31, 1997 (75.55 Kazakh Tenge per US dollar). Non-monetary
assets and liabilities denominated in currencies other than US dollars have been
translated at the estimated historical exchange rate prevailing on the date of
the transaction. Exchange gains and losses arising from translation of non-US
dollar amounts at the balance sheet date are recognized as an increase or
decrease in income for the period. By using the US dollar as its reporting
currency for the financial statements and by using the temporal method of
translation where applicable, the effects of inflation have been taken into
consideration in all material respects since movements in the exchange rate
between the US dollars and Tenge during 1995 to 1997 are considered a reasonable
approximation of the general price index.
The Tenge is not a convertible currency outside of the Republic of Kazakhstan.
The translation of Tenge denominated assets and liabilities in these financial
statements does not indicate that the Company could realize or settle these
assets and liabilities in U.S. dollars.
As of 31 December, 1997, US$103,966 of net monetary liabilities are denominated
in Tenge.
Interest Capitalization
- -----------------------
Beginning in 1997, the Company capitalized certain borrowing costs as part of
the cost of oil and gas properties. The Company has capitalized US$234,000 for
1997. Other interest costs are expensed as incurred.
Depreciation, Depletion and Amortization
- ----------------------------------------
Oil and Gas Assets
- ------------------
The Company follows the full cost method of accounting for oil and gas
properties. Accordingly, all costs directly associated with acquisition,
exploration and development of oil and gas reserves are capitalized in cost
pools for each country in which the Company operates. The limitation on such
capitalized costs is determined in accordance with rules specified by the
Securities and Exchange Commission. Capitalized costs are depleted using the
units of production method based on proven reserves.
36
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
Oil and Gas Properties Not Subject to Depletion
- -----------------------------------------------
Costs associated with acquisition and evaluation of unproved properties are
excluded from the amortization computation until it is determined if proved
reserves can be attributed to the properties. These unevaluated properties are
assessed annually for possible impairment and the amount impaired, if any, is
added to the amortization base. Costs of exploratory dry holes and geological
and geophysical costs not directly associated with specific unevaluated
properties are added to the amortization base as incurred.
Property Plant and Equipment
- ----------------------------
Depreciation of equipment is calculated on the straight line method based on the
estimated useful life of the assets as follows:
Office Buildings and Apartments 20 years
Office Equipment 3 years
Vehicles 5 years
Field Buildings 15 years
Field Equipment up to 10 years
Inventory
- ---------
Inventory is valued using the first-in, first-out method and is at the lower of
cost and net realizable value.
Revenue Recognition
- -------------------
Revenues are recognized when economic performance has occurred as a result of
the sale of oil and gas production, in accordance with the accrual method of
accounting. Losses, if any, are provided for in the period in which the loss is
determined to occur.
Income Taxes
- ------------
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes,
which require that taxes be provided on the liability method based upon the tax
rate at which items of income and expense are expected to be settled in the
Company's tax return.
Earnings Per Common Share
- -------------------------
Basic earnings (loss) and diluted earnings (loss) per share are not presented
due to the Company being of a "closed" nature and having no underlying shares
outstanding.
37
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
New Accounting Standards
- ------------------------
In March 1995, the Financial Accounting Standards Board ("FASB") issued SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Statement No. 121 also addresses the
accounting for long-lived assets to be disposed of. The Company adopted
Statement No. 121 in 1997; the effect of the adoption is immaterial to the
Company's overall financial results.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income .
SFAS 130, which is effective for fiscal years beginning after December 15, 1997,
establishes standards for reporting and presentation of comprehensive income and
its components. SFAS 130 requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Company adopted SFAS 130 as of January 1, 1998.
The impact of SFAS 130 on the Company's financial position and results of
operations is not expected to be material.
Fair Value of Financial Instruments
- -----------------------------------
All of the Company's financial instruments, including loans payable to partner,
cash and trade receivables have fair values which approximate their recorded
values as they are either short-term in nature or carry interest rates which
approximate market rates.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
38
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
Leases
- ------
Rent expenses for non-cancelable operating leases are recognized on a straight
line basis.
3. Going Concern
These financial statements have been prepared assuming that Karakuduk-Munay
Inc., will continue as a going concern. The Company has incurred an operating
loss and relies solely on Central Asian Petroleum (Guernsey) Limited to provide
all funding in the form of an interest bearing loan, as discussed in Note 11.
The Company does not anticipate that its current cash reserves and cash flows
from operations will be sufficient to meet its capital requirements through
fiscal year 1998. Should the Company not meet its capital requirements under the
license agreement to develop the Karakuduk Field, the Company's rights under the
agreement may be terminated. The Company believes that additional financing will
be available; however there is no assurance that additional financing will be
available, or if available, that it can be obtained on terms favorable or
affordable to the Company.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
liabilities that may result from the outcome of this uncertainty.
4. Prepaid and Other Receivables
Prepayments and Other Receivables consists of outstanding travel advances at
December 31, 1997, prepayment of taxes and prepayments of equipment to be added
to Oil and Gas Assets in 1998 and can be summarized as follows:
1997 1996
Travel Advances to employees $ 18,606 $ 6,868
Import VAT, Custom duties and prepaid taxes 41,256 1,796
Advance payment for Oil and Gas Assets 212,593 7,812
--------- --------
Total $ 272,455 $ 16,476
========= ========
The increase in these amounts reflects the higher activity level of operations
towards the end of 1997.
5. VAT Receivable
VAT receivable is a Tenge denominated asset and is due from the Republic of
Kazakhstan. While theoretically refunds of excess VAT paid are due from the
Republic within 10 days of a claim being made, and several refunds have been
received by the Company in 1996 and 1997, current practice indicates that
receipt is uncertain until such time as other taxes payable to the Republic by
the Company, are available for offset against the VAT receivable.
39
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
6. Materials and Supplies Inventory
1997 1996
------------------------------
Inventory in-house $224,998 $28,421
Inventory in-transit 286,860 -
-------- -------
Total $511,858 $28,421
======== =======
The above categories of Materials and Supplies Inventory represent workover
materials, spare parts and diesel fuel for use in oil field operations.
7. Plant, Property and Equipment
Upon full amortization of tangible assets, the right of ownership of the
tangible assets shall be transferred to the Kazakhstan Ministry of Oil and Gas
in accordance with the Agreement. The Company is entitled to the use of the
fully amortized tangible assets during the whole term of the Agreement. A
summary of property, plant and equipment at December 31, 1997 is provided in the
table below:
Cost Balance as at Balance as at
December 31, 1996 December 31, 1997
----------------- ----------------
US Dollars US Dollars
Office Buildings and Apartments $ 29,469 $ 67,212
Office Equipment and Furniture 167,594 227,318
Vehicles 298,162 541,479
Field Buildings -- 329,936
Field Equipment and Furniture -- 169,190
Capital work-in process
-- 444,872
---------- ----------
Total 495,225 1,780,007
---------- ----------
Accumulated Depreciation 43,290 190,950
---------- ----------
Net Book Value $ 451,935 $1,589,057
========== ==========
Included in the additions to Field Buildings is US$89,962 relating to the
residential camp that was previously classified within Oil and Gas Assets in
1996.
40
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
8. Oil and Gas Assets Not Subject to Amortization
The Company has undertaken certain appraisal and feasibility work in 1997 in
order to ascertain the most appropriate future development and drilling program
for the Karakuduk field in Kazakhstan. The results are still being analyzed.
There are no other licenses currently held by the Company and hence all costs
capitalized as related to the Karakuduk license have not been amortized in 1997.
Management fees related to the salary costs of individuals directly associated
with exploration and appraisal activities on the Karakuduk field have been
capitalized along with the license acquisition costs and geological and
geophysical expenditures. Certain overhead costs and general and administrative
costs have been expensed.
Costs excluded from the amortization consist of the following at December 31,
1997 (US dollars):
Exploration
Year Acquisition and Appraisal Development
Incurred Costs Costs Costs Total
-------- ---------- ------------ ----------- ----------
1995 $ 507,870 $1,297,718 -- $ 507,870
1996 -- -- -- 1,297,718
1997 -- 4,068,937 -- 4,068,937
---------- ---------- ---------- ----------
Total $ 507,870 $5,366,655 -- $5,874,525
Management believe that over the life of the project as a whole, future cash
flows justify the carrying amount of assets disclosed above. No impairment
provision has therefore been deemed necessary in these financial statements.
9. Bonuses
The Company was required to pay an unrecoverable (non-tax deductible) Signature
Bonus to the Kazakhstan Ministry of Geology amounting to US$513,000 in
accordance with the Agreement. This amount will be amortized using the units of
production method over 25 years, when production commences.
Production based bonuses will be payable to the Kazakhstan Ministry of Geology
amounting to US$500,000 when cumulative production reaches ten million barrels
and US$1,200,000 when cumulative production reaches fifty million barrels. The
production bonuses will be considered tax deductible expenditures in the
calculation of profits taxes. No amounts related to the production bonuses have
been accrued as production had not commenced at December 31, 1997.
41
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
10. Accounts Payable and Accrued Liabilities
1997 1996
---------- --------
Accounts Payable $2,100,722 $ 50,016
Accrued Management Service Fee 573,750 318,750
Accrued Liabilities 48,000 72,056
---------- --------
Total $2,767,578 $490,228
========== ========
Accounts Payable as of December 31, 1997 includes US$1.3 million in respect of
the acquisition of the pipeline that is to link the oil field to the state
pipeline. The remaining Accounts Payable represents payables for equipment to be
installed in the oil field.
11. Loans Payable to Partner
As discussed in Note 3, Central Asian Petroleum (Guernsey) Limited bears sole
financial responsibility for the fulfillment of all funding for the Company. The
various forms of funding from Central Asian Petroleum (Guernsey) Limited are
treated as long term loans to the Company and bear interest at the rate of LIBOR
plus 1%. The Agreement requires installment payments on the loan to be
calculated and paid on a quarterly basis and to be equal to 65% of gross revenue
after deduction of royalties due to the Republic of Kazakhstan. No production
occurred in 1997 and therefore, no payments on the loan have been made or are
due as of December 31, 1997. Management believe that no net repayment will occur
in 1998 and hence the entire loan is treated as falling due in more than one
year.
The loan is made up as follows (US dollars):
1997 1996
---------- ----------
Cash Funding $6,474,783 $2,340,000
Management Services Fee 2,295,000 1,275,000
Other Expenditures 520,143 268,148
Accrued Interest Payable 529,571 139,947
---------- ----------
Total Interest and Loan Payable to Partner $9,819,497 $4,023,095
========== ==========
Management services are provided by Road Runner Services Company, a subsidiary
of Chaparral Resources, Inc. the parent company of Central Asian Petroleum
(Guernsey) Limited. The services are provided for a fixed fee of US$106,250 per
month. Management services were provided to the Company for 1997 amounting to
US$1,275,000.
42
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
12. Tax
Under Kazakh legislation, the Company is permitted to carryforward tax losses
arising in each year. These can be applied against future tax profits arising in
the subsequent five years; however, certain uncertainties exist as to the amount
of the carryforward due to the issues discussed in Note 14 related to the method
of calculation of tax losses for Kazakh purposes.
The Agreement specifies profits taxes and other taxes applicable to the Company.
As discussed in Note 9, the Signature Bonus is not recoverable or deductible in
calculating income tax expense.
The following is a summary of the provision for income taxes:
Year ended December 31
1997 1996 1995
-------------------------------------
Income taxes (benefit) computed
at statutory rate $(499,494) $(582,652) $(122,563)
Change in asset valuation
allowance 499,494 582,652 122,563
-------------------------------------
Income taxes $ -- $ -- $ --
=====================================
The components of the Company's deferred tax assets and liabilities under FASB
No. 109 are as follows:
Year ended December 31
1997 1996 1995
-----------------------------------------
Deferred tax assets:
Net operating loss carryforwards $ 1,204,709 $ 705,215 $ 122,563
Valuation allowance (1,204,709) (705,215) (122,563)
-----------------------------------------
Deferred tax assets $ -- $ -- $ --
=========================================
There were no deferred tax assets or income tax benefits recorded in the
financial statements for net deductible temporary differences or net operating
loss carryforwards due to the fact that the realization of the related tax
benefits is not considered likely.
At December 31, 1997, the Company has tax loss carryforwards of approximately
US$4,016,000 available to offset future taxable income. These carryforwards will
expire at various times between 2000 and 2002. The loss carryforward at December
31, 1997 for financial reporting purposes is approximately US$4,016,000.
43
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
13. Charter Capital
The total Charter Fund contribution specified in the new Founders Agreement of
Karakuduk-Munay (dated June 12, 1997) is $200,000. Each of the shareholder's
portion of the Charter Fund and their respective participating interest in the
Company is:
<TABLE>
<CAPTION>
1997 1996
-----------------------------------------------------
Charter Charter
Shareholder: Contribution Percent Contribution Percent
- ------------ ------------ ------- ------------ -------
<S> <C> <C> <C> <C>
"Munaygaz" State Holding Company $ -- -- $ 40,000 20 %
"Aksay" Company -- -- 40,000 20 %
KazakhOil 80,000 40 % -- --
Korporatsiya Mangistau Terra International 20,000 10 % 20,000 10 %
Central Asian Petroleum (Guernsey) Limited - CAP(G) 100,000 50 % 100,000 50 %
-------- ----- -------- -----
Total Charter Capital $200,000 100 % $200,000 100 %
</TABLE>
During 1997, KazakhOil as the successor to Munaygaz state holding company,
contributed US $ 40,000 as Munaygaz's initial charter contribution obligation
that was previously settled by CAP(G). The CAP(G) 1996 contribution has been
reclassified as additional funding of the Company's operations in 1997.
14. Contingencies
Taxation
- --------
The existing legislation with regard to taxation in the Republic of Kazakhstan
is constantly evolving as the Government manages the transition from a command
to a market economy. Tax and other laws applicable to the Company are not always
clearly written and their interpretation is often subject to the opinions of the
local or main State Tax Service. Instances of inconsistent opinions between
local, regional and national tax authorities are not unusual.
Management believes that it has paid or accrued all taxes that are applicable
for current and prior years. Two tax audits in 1997 resulted in no additional
tax or penalties levied against the Company.
Basis of Accounting
- -------------------
The Company maintains its statutory books and records and calculates its taxable
loss in accordance with International Accounting Standards, which it believes it
may do under the terms of its accounting procedures in the Agreement. The
Republic of Kazakhstan currently requires companies to comply with Kazakh
accounting regulations and to calculate tax profits or losses in accordance with
these regulations as well as prevailing tax law. Therefore, there is currently
uncertainty as to the extent of tax losses available to the Company.
44
<PAGE>
Karakuduk-Munay Inc.
Notes to the Financial Statements
December 31, 1997
In terms of US Dollars
15. Current Kazakhstan Environment
The ability of the Company to realize the carrying value of its assets is
dependent on being able to transport hydrocarbons and finding appropriate
markets for their sale. The Company has various options available to it in terms
of possible exportation routes to potential markets, based on experience of
other joint venture operations in the vicinity of the Company's activity.
Domestic markets in the Republic of Kazakhstan currently do not permit world
market prices to be obtained.
16. Capital Commitments and Operating Lease Commitment
As specified in Note 1, under the terms of the license the Company has committed
to minimum capital expenditure of US$34.5 million for the year ended December
31, 1998 (US$2 million already incurred in 1997) and US$12 million for the year
ended December 31, 1999.
Minimum lease payments under non-cancelable operating leases are due for the
year ended December 31, 1998 amounting to US$24,929. On expiration of this
lease, the Company may obtain legal title to the office building should
negotiations with the landlord prove successful. At this stage there is no
certainty that title will transfer, therefore all rental obligations have been
expensed.
17. Subsequent Events
Subsequent to December 31, 1997, the Kazakh Government Tax Authority began an
audit of KKM. The Company believes KKM has provided for all potential tax
contingencies which may exist.
45
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 10-K
CHAPARRAL RESOURCES, INC.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
<S> <C> <C>
2.1 Stock Acquisition Agreement and Plan of Reorganization dated N/A
April 12, 1995 between Chaparral Resources, Inc., and the
Shareholders of Central Asian Petroleum, Inc., incorporated by
reference to Exhibit 2.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1995.
2.2 Escrow Agreement dated April 12, 1995 between Chaparral N/A
Resources, Inc., the Shareholders of Central Asian Petroleum,
Inc. and Barry W. Spector, incorporated by reference to Exhibit
2.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1995.
2.3 Amendment to Stock Acquisition Agreement and Plan of N/A
Reorganization dated March 10, 1996 between Chaparral Resources,
Inc., and the Shareholders of Central Asian Petroleum, Inc.,
incorporated by reference to the Company's Registration Statement
No. 333-7779.
3.1 Restated Articles of Incorporation + Amendments dated September N/A
25, 1976, incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1993.
3.2 Articles of Amendment to the Restated Articles of Incorporation + N/A
Amendments dated April 21, 1988, incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1993.
3.3 Articles of Amendment to the Restated Articles of Incorporation + *
Amendments dated April 12, 1994.
3.4 Articles of Amendment to the Restated Articles of Incorporation + N/A
Amendments dated June 21, 1995, incorporated by reference to
Exhibit B to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1995.
3.5 Articles of Amendment to the Restated Articles of Incorporation + N/A
Amendments dated July 17, 1996, incorporated by reference to the
Company's Registration Statement No. 333-7779.
3.6 Articles of Amendment to the Restated Articles of Incorporation + N/A
Amendments dated November 25, 1997, incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K dated
October 31, 1997.
3.7 Bylaws, as amended through October 31, 1997, incorporated by N/A
reference to Exhibit 3(ii) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
10.1 Royalty Participation Plan dated June 15, 1982, incorporated by N/A
reference to Exhibit 10.1 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1993.
10.2 Chaparral Resources, Inc. 1989 Stock Warrant Plan effective May N/A
1, 1989, incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1993.
10.3 Target Benefit Plan effective December 1, 1990 incorporated by N/A
reference to Exhibit 10.9 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1991.
10.4 Deferred Compensation and Death Benefit Plan as amended November N/A
15, 1991, incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1991.
<PAGE>
Exhibit No. Description and Method of Filing Page No.
- ----------- -------------------------------- --------
10.5 Promissory Note dated November 1, 1995 from Chaparral Resources, N/A
Inc. to Brae Group, Inc., incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K dated November
1, 1995.
10.6 Purchase Agreement, dated effective January 12, 1996, between the N/A
Company and Guntekin Koksal (purchase of CAP-G shares)
incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended November 30, 1995.
10.7 Letter Agreement, dated January 3, 1996, between the Company and N/A
certain stockholders of Darka Petrol Ticaret Ltd. Sti., together
with Exhibits A--E, incorporated by reference to Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1995.
10.8 Amendment, effective March 4, 1996, to the Letter Agreement N/A
revising the terms pursuant to which the Company is to acquire
all shares of CAP(G) stock owned by Darka Petrol Ticaret Ltd.
Sti., incorporated by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the fiscal year ended November 30,
1995.
10.9 Warrant Certificate entitling Allen & Company to purchase up to N/A
1,022,000 shares of Common Stock of Chaparral Resources, Inc.,
incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated April 1, 1996.
10.10 Consulting Agreement dated May 14, 1996 with M-D International N/A
Petroleum, Inc., incorporated by reference to the Company's
Registration Statement No. 333-7779. 1
10.11 Promissory Notes and Modifications of Promissory incorporated by N/A
reference to Exhibit (3) to the Company's Current Report on Form
8-K dated November 22, 1996.
10.12 Amendment effective December 6, 1996 to Purchase Agreement dated N/A
effective January 12, 1996 between the Company and Guntekin
Koksal, incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.
10.13 Severance Agreement dated February 12, 1997 between the Company N/A
and Paul V. Hoovler, incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1996.
10.14 Severance Agreement dated February 12, 1997 between the Company N/A
and Matthew R. Hoovler, incorporated by reference to Exhibit
10.14 to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1996.
10.15 Purchase and Sale Agreement effective January 1, 1997 between the N/A
Company and Conoco Inc., incorporated by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1996.
10.16 Amendments to Chaparral Resources, Inc. Stock Warrant Plan, N/A
incorporated by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the fiscal year ended November 30,
1996.
<PAGE>
Exhibit No. Description and Method of Filing Page No.
- ----------- -------------------------------- --------
10.17 Agreement dated August 30, 1995 for Exploration Development and N/A
Production of Oil in Karakuduk Oil Field in Mangistan Oblast of
the Republic of Kazakhstan between Ministry of Oil and Gas
Industries of the Republic of Kazakhstan for and on Behalf of the
Government of the Republic of Kazakhstan and Joint Stock Company
of Closed Type Karakuduk Munay Joint Venture, incorporated by
reference to Exhibit 10.17 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1996.
10.18 License for the Right to Use the Subsurface in the Republic of N/A
Kazakhstan, incorporated by reference to Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.
10.19 Amendment dated April 14, 1997 to Purchase Agreement dated N/A
effective January 12, 1996, between the Company and Guntekin
Koksal, incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997.
10.20 Subscription Agreement dated April 22, 1997 between Chaparral N/A
Resources, Inc. and Victory Ventures LLC, incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
10.21 Warrant Certificate dated December 31, 1997 entitling Victory N/A
Ventures LLC to purchase up to 4,615,385 shares of Common Stock
of Chaparral Resources, Inc., incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
10.22 Form of Warrant issued to Black Diamond Partners LP, Clint D. N/A
Carlson, John A. Schneider, Victory Ventures LLC, Whittier Energy
Company and Whittier Ventures LLC in connection with loans made
by them to Chaparral Resources, Inc. in November and December
1996 and to Black Diamond Partners LP, Clint D. Carlson, Wittier
Energy Company and Whittier Ventures LLC in July 1997 in
connection with the same loans, incorporated by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
10.23 Chaparral Resources, Inc. 1997 Incentive Stock Plan, incorporated N/A
by reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
10.24 Chaparral Resources, Inc. 1997 Nonemployee Directors' Stock N/A
Option, incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
10.25 Amendment to Common Stock Purchase Warrant dated December 31, N/A
1997 entitling Victory Ventures LLC to purchase up to 4,615,385
shares of Common Stock of Chaparral Resources, Inc., incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
10.26 Amendment dated September 11, 1997, to License for Right to Use N/A
the Subsurface in the Republic of Kazakhstan, incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
<PAGE>
Exhibit No. Description and Method of Filing Page No.
- ----------- -------------------------------- --------
10.27 Warrant Certificate entitling Allen & Company Incorporated to N/A
purchase up to 900,000 shares of Common Stock of Chaparral
Resources, Inc., incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K/A dated October 31, 1997.
10.28 Form of Subscription Agreement dated November 21, 1997, N/A
incorporated by reference to Exhibit 10.19 to the Company's
Current Report on Form 8-K dated October 31, 1997.
10.29 Letter dated February 4, 1998, from the Company to Michael B. *
Young.
10.30 Release and Understanding with H. Guntekin Koksal *
10.31 Termination Agreement dated March 6, 1998 with Exeter Finance *
Group
10.32 Agreement dated March 7, 1998, with Munay-Impex *
10.33 Agreement dated March 31, 1998, effective as of November 4, 1997 *
between the Company and Allen & Company Incorprated
16 Letter dated July 23, 1996 from Grant Thornton LLP confirming the N/A
circumstances pursuant to which Grant Thornton LLP resigned as
Registrant's principal independent accountants, incorporated by
reference to Exhibit 16 to the Company's Current Report on Form
8-K dated July 23, 1996.
21 Subsidiaries of the Registrant. *
23.1 Consent of Grant Thornton LLP *
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young Kazakhstan
27 Financial Data Schedule *
27.1 Financial Data Schedule Restated for 1996
- ----------------
* Filed Herewith
</TABLE>
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION & AMENDMENTS
OF
CHAPARRAL RESOURCES, INC.
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Restated Articles of Incorporation & Amendments:
FIRST: The name of the corporation is Chaparral Resources, Inc.
SECOND: The following amendment to the Restated Articles of Incorporation &
Amendments was adopted by the shareholders of the corporation on April 12, 1994,
in the manner prescribed by the Colorado Corporation Code:
(1) Article Fourth is amended to read as follows:
"FOURTH: (1) The aggregate number of shares which the corporation
shall have authority to issue is:
Par Value Number of Shares
Class Per Share Authorized
----- --------- ----------
Common $0.10 25,000,000
Preferred No Par Value 1,000,000
(2) The preferences, qualifications, limitations, restrictions and the
special or relative rights with respect to the shares of each class are:
Common: All shares shall be fully paid and nonassessable for any
purpose.
Preferred: The Board of Directors hereby is expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of preferred
stock for the issuance, from time to time, of one or more series of preferred
stock for any proper purpose without shareholder approval, except where
shareholder approval is required by law. The Board of Directors is expressly
vested with the right to determine, with respect to the preferred stock and each
series whereof, the following:
(a) The designation of such series, the number of shares to
constitute such series and the stated value thereof if
different from the par value thereof;
<PAGE>
(b) Whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law,
and, if so, the terms of such voting rights which may be
general or limited;
(c) The dividends, if any, payable on such series, whether
any such dividends shall be cumulative, and, if so, from
what dates, the conditions and dates upon which such
dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of
this class;
(d) Whether the shares of such series shall be subject to
redemption by the corporation, and, if so, the times, prices
and other terms and conditions of such redemptions;
(e) The amount or amounts payable upon such shares of such
series upon, and the rights of the holders of such series
in, the voluntary or involuntary liquidation, dissolution or
winding up, or upon any distribution of the assets, of the
corporation;
(f) Whether the shares of such series shall be subject to
the operation of a retirement or sinking fund, and, if so,
the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to
the operations thereof;
(g) Whether the shares of such series shall be convertible
into or exchangeable for, shares of stock of any other class
or classes or of any other series of preferred stock or any
other class or classes of capital stock, and if so, the
price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and
any other terms and conditions of such conversion or
exchange;
(h) The limitations and restrictions, if any, to be
effective while any shares of such series are outstanding
upon the payment of dividends or the making of other
distributions on, or upon the purchase, redemption or other
acquisition by the corporation of, the common stock or
shares of any other class or any other series of preferred
stock; and
- 2 -
<PAGE>
(i) The conditions or restrictions, if any, upon the
creation of indebtedness of the corporation or upon the
issue of any additional stock, including additional shares
of such series or of any other series of preferred stock or
of any other class or classes.
The holders of common stock shall have and possess all rights as
stockholders of the corporation, including such rights as may be granted
elsewhere by these Restated Articles of Incorporation & Amendments except
as such rights may be limited by the preferences, privileges and voting
powers, and the restrictions and limitations of the preferred stock.
Subject to preferential dividend rights, if any, of the holders of
preferred stock, dividends upon the common stock may be declared by the
Board of Directors and paid out of any funds legally available therefor at
such times and in such amounts as the Board of Directors shall determine.
Dividends on shares of common stock and preferred stock may be paid in
shares of common stock or preferred stock.
THIRD: The number of shares voted for the above amendment was sufficient
for approval.
FOURTH: The amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
FIFTH: The amendment does not effect a change in the amount of stated
capital of the corporation.
Dated: April 12, 1994
CHAPARRAL RESOURCES, INC.,
a Colorado corporation
By: /s/ Paul V. Hoovler
-------------------------------
Paul V. Hoovler, President
By: /s/ Richard L. Zirbel
-------------------------------
Richard L. Zirbel, Secretary
- 3 -
<PAGE>
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
I, Janice J. Podoll, a Notary Public, do hereby certify that on this 12th
day of April, 1994, personally appeared before me Paul V. Hoovler and Richard L.
Zirbel who, being by me first duly sworn, declare that they are the President
and Secretary, respectively, of Chaparral Resources, Inc. and that they read the
foregoing document and that the statements contained therein are true.
Witness my hand and official seal.
My commission expires: 9/28/97
S E A L /s/ Janice J. Podoll
-------------------------------
Notary Public
- 4 -
CHAPARRAL
Chaparral Resources, Inc.
February 4, 1998
Michael B. Young
804 West Main
Houston, Texas 77006
Dear Michael:
Chaparral Resources, Inc. is pleased to extend you an offer for the Financial
Controller & Treasurer position based on the following terms:
Start Date: February 4, 1998
Base Salary: $80,000 per year
Salary Review: Yearly review
Performance Review: Six-month review.
Share Options: 50,000 shares at $2.25 exercisable immediately
upon acceptance of offer. Options to be registered
with the SEC.
Share Grants: 40,000 shares vesting over four years in four
issues. First issue of 10,000 shares vesting on
January 30, 1998; second issue of 10,000 shares on
January 30, 1999; third issue of 10,000 shares on
January 30, 2000, fourth issue of 10,000 shares on
January 30, 2001. Share Grants will immediately
vest should Chaparral Resources, Inc. be bought or
merge with another company or termination without
cause.
Bonus Program: Eligible for bonus opportunity with project
development participation.
401(k) Program: Immediate participation upon program initiation.
Vacation Time: 15 days per year.
Health/Dental Insurance: Immediate Full Coverage.
Life Insurance: $50,000 individual coverage.
Additional benefits will be addressed in the near future. The 401(k) program and
a corporate stock plan are currently being evaluated and will be offered in
addition to your compensation plan.
If you feel this offer of employment meets your requirements, please sign below
and return to my attention. If you have any questions, you can reach Charles
Karren or myself at (713) 669-0932.
Sincerely, Accepted by
/s/ Amanda Johnson 2/4/98 /s/ Michael B. Young 2/4/98
- ------------------------- -----------------------------
Amanda B. Johnson/Date Michael B. Young/Date
3400 Bissonnet o Suite 135 o Houston Texas 77005 o 713-669-0932 o
713-669-0994 Fax
I, the undersigned, H. Guntekin Koksal, hereby declare that, I have transferred
125,000 shares of Central Asian Petroleum (Guernsey) Limited ("CAP-G") which
represents 25% of the total capital of CAP-(G) to Chaparral Resources, Inc.
("Chaparral") and receive the cash and shares of restricted common stock of
Chaparral as agreed with Chaparral. Furthermore, Chaparral will provide me
additional 200,000 more shares of restricted common stock of Chaparral before
March 1, 1998.
Now therefore I, declare to undertake irrevocably that;
I have released Chaparral and CAP-(G) from any and future liabilities and claims
related to my shares in CAP-(G);
I have agreed to waive my right to have a lien on certain CAP(G) shares;
I have no additional rights, claims, demands, losses, costs, liabilities and
expenses arising out of this share assignment;
I have waived all my rights regarding the liabilities of CAP(G) in the past or
may occur in the future;
I have waived all my rights regarding the liabilities of Chaparral in the past
or may occur in the future;
I will hold harmless and indemnify CAP(G) and Chaparral from any and all
liabilities and claims as a result of this share assignment; and
I resign from directorship in the Board of Directors of CAP(G) and
Karakudukmunay JV; provided however, Chaparral shall deliver 200,000 shares of
restricted common stock of Chaparral not later than March 1, 1998. Chaparral
shall also endeavor to register these shares as earliest as possible.
- --------------------------------------------------------------------------------
H. Guntekin Koksal
TERMINATION AGREEMENT
This TERMINATION AGREEMENT, dated as of March 6, 1998 (hereinafter referred
to as the "Agreement") is made by and between CHAPARRAL RESOURCES, INC., a
Colorado corporation ("Chaparral") and EXETER FINANCE GROUP, INC. a corporation
organized under the laws of Turks and Calcos ("Exeter", and together with
Chaparral, the "Parties").
WITNESSETH:
A. The Parties acknowledge the existence of a subscription agreement entered
into by and between the Parties on November 21, 1997 ("Subscription
Agreement") in which there are provisions for the issuance to Exeter, over
the period of four closings, of (i) 75,000 shares of Chaparral's Series A
Preferred Stock, no par value, for a purchase price of $100.00 per share or
an aggregate purchase price of Seven Million Five Hundred Thousand Dollars
($7,500,000), (ii) 75,000 shares of Chaparral's Series B Preferred Stock,
no par value, for a purchase price of $100.00 per share or an aggregate
purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000),
and (iii) 75,000 shares of Chaparral's Series C Preferred Stock, no par
value, for a purchase price of $100.00 per share or an aggregate purchase
price of Seven Million Five Hundred Thousand Dollars ($7,500,000).
B. Pursuant to the terms of the Subscription Agreement, Exeter has fulfilled
its obligation at the first closing to purchase from Chaparral 50,000
shares of Chaparral's Series A Preferred Stock for a purchase price of Five
Million Dollars ($5,000,000), but has elected not to purchase 25,000 shares
of Chaparral's Series A Preferred Stock, and has advised Chaparral that
Exeter will not be exercising its rights under the terms of the
Subscription Agreement to purchase Chaparral's Series B or Series C
Preferred Stock.
C. Chaparral's Board of Directors has determined in accordance with its
business judgment, in light of Exeter's election not to purchase any
additional shares, that it is preferable for Chaparral to terminate the
Subscription Agreement and to pursue equity financing form a source other
than Exeter on terms and conditions different than those set forth in the
Subscription Agreement.
D. Therefore, Chaparral and Exeter have decided to terminate the remaining
obligations under the Subscription Agreement, except as provided below.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained and other good, valuable and binding consideration, the receipt and
sufficiency of which are hereby acknowledged by the Parties, the Parties agree
as follows:
<PAGE>
1. The Parties hereby agree that, except as herein expressly provided,
all agreements, whether oral or written, between the Parties,
including, without limitation, the Subscription Agreement, are
terminated and are no longer in force and effect. Additionally, the
execution and delivery of this Agreement shall operate as a full and
complete termination and discharge of all of the obligations of the
Parties pursuant to the Subscription Agreement, except as herein
expressly provided. The Parties hereby release and discharge each
other and their respective officers, directors, employees, agents,
affiliates, related business entities, predecessors, shareholders,
insurers, attorneys, representatives, successors and assigns from any
and all claims, liabilities or obligations that are related to the
Subscription Agreement, the transactions referred to therein and any
action of the Parties pursuant to the Subscription Agreement;
provided, however, except as stated herein, neither termination of the
Subscription Agreement nor the terms of this Agreement shall relieve
the Parties from any obligation or requirement securing or secured
under the terms of the Subscrip- tion Agreement with respect to the
previous purchase price by Exeter of the 50,000 shares of Chaparral's
Series A Preferred Stock make in accordance with the terms of the
first closing under the Subscription Agreement.
2. Without limiting the generality of the foregoing and for the avoidance
of doubt, (a) Chaparral does hereby release and discharge Exeter from
any obligation to purchase from Chaparral the remaining Series A
preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock pursuant to the Subscription Agreement at the second,
third and fourth closings, (b) Exeter does hereby release and
discharge Chaparral from any obligation to sell to Exeter the
remaining Series A Preferred Stock, the Series B Preferred Stock and
the Series C Preferred Stock pursuant to the Subscription Agreement at
the second, third and fourth closings, and (c) the 50,000 shares of
Chaparral's Series A Preferred Stock sold by Chaparral and purchased
by Exeter in accordance with the terms of the first closing under the
Subscription Agreement are and shall be subject to, and, exempt as
stated herein, the Parties will perform their respective obligations
under, all the terms of the Subscription Agreement with the same
effect as though the Subscription Agreement had provided only for
Exeter's purchase of the 50,000 shares of Chaparral's Series A
Preferred Stock.
3. The Parties hereby agree that the provisions of Section 7(1) of the
Articles of Amendment to the Restated Articles of Incorporation +
Amendments of Chaparral Resources, Inc., that were filed with the
Colorado Secretary of State on November 15, 1997, shall be void and of
no further force and effect and that Chaparral shall have the right to
delete Section 7(l) therefrom.
4. The Parties acknowledge that they have each had a reasonable period of
time within which to read and consider this Agreement, that through
2
<PAGE>
their counsel, they have negotiated the terms of this Agreement and
that they understand the Agreement to their satisfaction. The Parties
warrant that they have the power and requisite authority to execute,
deliver and perform this Agreement.
5. The Parties are represented by counsel in this matter, have consulted
with their attorneys prior to signing this Agreement, and have signed
this Agreement voluntarily and with full knowledge of the
consequences. The Parties each acknowledge that neither of them has
been influenced to any extent whatsoever in making this Agreement by
any representations or statements regarding any matter whatsoever by
the other Party, or by any persons or entities representing or acting
on behalf of the other Party.
6. To the extent that any provision of this Agreement may be deemed or
determined to be unenforceable for any reason, such unenforceability
will not impair or affect any other provision, and this Agreement will
be interpreted so as to most fully give effect to its terms and still
be enforceable.
7. This Agreement constitutes the whole of the agreement between the
Parties on the subject matter, superseding all prior oral and written
conversations, negotiations, understandings, and agreements in effect
as of the date of this Agreement. No oral understandings, statements
or promises contrary to the terms of this Agreement exist.
8. This Agreement may be executed in multiple counterparts, each of which
so executed will be deemed to be an original, binding upon the Parties
executing the same, and such counterparts will together constitute but
one and the same Agreement.
9. This Agreement is the result of substantial negotiations between the
Parties and their counsel. Accordingly, the fact that counsel for one
Party or another may have drafted this Agreement is immaterial, and
this Agreement will not be strictly construed against such Party.
10. The Parties hereto agree that this Agreement will be binding upon and
will inure to the benefit of the Parties and their respective
successors, legal representatives, officers, shareholders, partners,
employees, servants, agents, subsidiaries, predecessors and/or
assigns.
11. This Agreement will be governed by, and construed in accordance with,
the laws of Texas without reference to its choice-of-law principles.
The Parties hereby absolutely and irrevocably consent and submit to
the jurisdiction of the courts of the State of Texas in Harris County
and of the Federal Court located in said County in connection with any
action or proceeding to enforce or interpret this Agreement.
3
<PAGE>
12. No modification or waiver of any provision hereof will be made unless
it is made in writing and signed by the Parties hereto.
13. Except as required by any governmental entity or law, including but
not limited to, Federal and state securities laws, from and after the
date hereof, the Parties shall keep confidential, and not discuss with
or disclose to any other person, the facts relating to the
Subscription Agreement, the dealings between the Parties relating to
the transactions mentioned therein, any written or oral information
one Party received from the other Party and the dealings between the
Parties relating to the Agreement. Neither Party hereto, except as
required by any governmental entity or law, including, but not limited
to, Federal and state securities laws, will release to the public any
information concerning this Agreement, or the transactions
contemplated hereby, without having first obtained the written
approval of the other Party hereto, which approval may not be
unreasonably withheld.
The Parties signify their agreement to the foregoing by affixing their
respective signatures in the spaces provided below.
CHAPARRAL RESOURCES, INC.
By: /s/ Howard Karren
- ---------------------------
Name: Howard Karren
Title: President
Date: February 25, 1998
EXETER FINANCE GROUP, INC.
By: /s/ Gordon Howard
- ---------------------------
Name: Gordon Howard
Title: Director
Date: February 15, 1998
4
Commission Agreement
#N 17/914-13
Almaty 07.03, 1998
-----
Export-Import Firm of Munay-Impex hereinafter referred to as the Firm in the
person of the General Director Mr. A. D. Esenzhanov acting on the basis of the
Charter on the one side and Karakudukmunay Inc. hereinafter referred to as the
Enterprise in the person of the General Directors Mr. N.D. Klinchev and Mr. Jay
McGee acting on the basis of the Articles of Association on the other side
together hereinafter referred to as the Parties have concluded this Agreement as
follows:
1. SUBJECT OF THE AGREEMENT
1.1. The Firm shall, on its behalf and by order of the Enterprise, to export
crude oil belonging to the Enterprise (hereinafter referred to as the
Commodities) to both the CIS and other countries in batches in the
amount up to 100,000 (one hundred thousand) metric tons according to
the schedule of shipment of Kazakstan oil during the year of 1998.
1.2. Price and date of payment of each batch of the Commodities will be
specified in the Exhibits hereto.
2. OBLIGATIONS OF THE PARTIES
2.1. The Firm shall:
- independently conclude contracts with the Buyer on exportation of the
oil;
- accept the Commodities as specified in Article 1.1. and carry out its
export transportation according to the terms of delivery and
conditions of the contract;
- obtain a passport of the export transaction;
- obtain a certificate of origin of the Commodities;
- execute customs declaration of the Commodities;
- deliver the indicated Commodities to the Buyer up to the loading point
stipulated in the contract with allowance made for losses during
transportation of the Commodities;
- control over the Buyer's fulfillment of the terms and conditions of
the contract;
- carry out all necessary settlement with the Buyer and transportation
organizations on its behalf;
- return the currency received for the sold oil to the Enterprise at the
average weighted exchange rate of Almaty Financial Instruments
Exchange (AFINEX) effective on the date preceding the date of
wire-transferring the money minus the bank's commission;
- provide the Enterprise with information concerning the status of
fulfillment of this Agreement;
<PAGE>
- during the period of effect of this Agreement fulfill all its
provisions, as well as any other terms and conditions agreed upon with
the Enterprise.
2.2. The Enterprise shall:
- provide the Firm with the Commodities in the amount specified in
Article 1.1. hereof.
- to reimburse the Firm for all costs incurred connected with the
accomplishment of the Enterprise's order subject to presentation of
confirming documents;
- upon accomplishment of the order, pay the Firm compensation for the
services rendered;
- make all necessary settlements with the budget concerning excise
taxes, VAT and other obligatory payments;
- during the period of effect of this Agreement fulfill all its
provisions, as well as any other terms and conditions agreed upon with
the Firm.
3. COMPENSATION OF THE FIRM
3.1. Commission rate of the Firm under this Agreement is equal to: including
the VAT (20%) 1.5% of the contract price of each supplied batch of
Commodities.
4. PAYMENT PROCEDURE
4.1. Upon receiving the money from the Buyer for the Commodities sold, the
Firm shall compensate the following costs at the Enterprise's expense:
- transportation and forwarding costs;
- bank fees;
- cost of obtaining the certificate of origin of the Commodities;
- cost of execution of customs declaration of the Commodities;
- other obligatory payments, if such occur;
- the Firm's commission according to Article 3.1;
- the balance shall be transferred to the Enterprise's account within
three bank days.
5. QUALITY
5.1. Quality of the Commodities shall be in compliance with the oil supplied
by the Western affiliate of KazTransOil to Samara.
6. TERM AND CONDITIONS OF SHIPMENT
6.1. The Commodities indicated in Article 1.1. shall be supplied by the
Enterprise to the Western affiliate of KazTransOil before the beginning
of the month of the shipment.
<PAGE>
6.2. The Firm shall have the right to supply the Commodities to the Buyer
with an admissible deviation of +/- 10% from the quantity previously
agreed upon by the parties.
6.3. The Firm shall supply the Commodities in 1998 in batches not less than
5-10 thousand tons.
6.4. Date of the last acceptance-delivery certificate of a batch of
Commodities at the point of transfer to the Buyer shall be considered
to be the date of shipment of that batch.
7. RIGHT OF OWNERSHIP AND RISK OF ACCIDENTAL LOSS
7.1. The right of ownership to the Commodities sold under this Agreement
shall be passed on to the Buyer upon transferring the Commodities and
the shipment documents according to the terms of delivery.
8. LEGAL RESPONSIBILITY
8.1. In the case of delay in supply of the Commodities through the
Enterprise's fault and charging a penalty by the Buyer because of that,
the Enterprise shall pay this penalty. The Enterprise shall have no
right to require the Firm to pay that penalty.
8.2. If charging a penalty or reimbursement of a loss takes place through
the Firm's fault, such expenses shall be incurred by the Firm.
8.3. Payment of the penalty and reimbursement of the loss shall not release
the Parties from fulfillment of their obligations hereunder.
8.4. Reimbursement of the loss shall be made by the guilty party in part not
covered by the penalty.
9. TERM OF THE AGREEMENT
9.1. This Agreement shall become effective upon its signing and extend until
the full and complete settlement with the Enterprise for the whole
volume of the Commodities supplied.
9.2. This Agreement may be terminated (except non-payment of any sum due
hereunder) within 30 days of sending a written notification by one of
the Parties.
10. FORCE-MAJEURE
10.1. The Parties shall be released from liability for their partial or full
non-fulfillment of obligations under this Agreement (except non-payment
of any sum due hereunder) if this non-fulfillment is caused by
force-majeure circumstances that the Parties could
<PAGE>
neither foresee, nor prevent by any reasonable actions, namely: acts of
God, fire, flood, ice conditions or other calamities, military actions
of any character, blockade, prohibition of export, pipeline emergency,
etc.
10.2. The Party for which an impossibility of fulfillment of its obligation
under this Agreement arose due to the circumstances specified in
Article 10.1. shall immediately inform the other Party of that in
writing. In such a case, representatives of the Parties shall in the
shortest possible time agree upon the course of actions to be
undertaken by the Parties.
10.3. If the above circumstances prevent normal fulfillment of the
obligations hereunder for more than six months beginning from the date
of their emergence, the Party for which an impossibility to fulfill its
obligations exists, may refuse to execute this Agreement further on. In
such a case, the Parties shall make mutual settlements connected with
fulfillment of their obligations hereunder as of the date of emergence
of the force- majeure circumstances.
10.4. Reports issued by the Chamber of Commerce of the country in which the
force- majeure circumstances happened shall be considered an adequate
proof of existence of such circumstances.
11. DISPUTES AND DISAGREEMENTS, PROCEDURE OF THEIR RESOLUTION
11.1. Any disputes or disagreement incidental to this Agreement shall be
resolved through an amicable agreement.
11.2. In the case, when the Parties fail to reach an agreement on a dispute
question, such questions shall be submitted to the Board for economic
cases of Almaty municipal court.
11.3. Any relations between the Parties incidental to this Agreement shall be
governed by the civil laws of the Republic of Kazakstan.
12. OTHER TERMS AND CONDITIONS
12.1. Neither of the Parties has the right to assign any of its rights or
obligations under this Agreement to any third parties without a written
agreement of the other Party thereupon.
12.2. Any alterations or amendments to this Agreement shall be deemed valid
only if executed in writing and signed by authorized representatives of
the Parties. Facsimile communication may be used for signing the above
mentioned alterations and amendments.
<PAGE>
12.3. Upon signing this Agreement any previous oral negotiations and
correspondence relating to the Agreement shall have no legal force.
12.4. Any correspondence relating to this Agreement shall be in the Russian
language.
12.5. On any matters not stipulated in this Agreements the relations between
the Parties shall be governed by the effective laws of the Republic of
Kazakstan.
12.6. The Parties shall guarantee their observance of confidentiality and
take all necessary measures to prevent divulging documents or
information obtained under this Agreement or their disclosure to any
third parties without agreement of both the Parties thereupon.
12.7. This Agreement has been signed in 2 (two) authentic copies, 1 (one)
copy for each of the Parties, with both the copies having equal legal
force.
13. LEGAL ADDRESSES AND PAYMENT INSTRUCTIONS OF THE PARTIES
FIRM: ENTERPRISE:
Munay-Impex Karakudukmunay Inc.
480009,31-a, Gagarin str., Almaty 466200,82, District 3, Aktau
Tel.: (3272) 414391, fax 412252 Mangistau oblast
RNN 600900039944 Tel,: (32192) 513975, fax 518336
Bank instructions: RNN 430600001175
Almaty Commercial-Financial Bank, Almaty Bank instructions:
Tenge account #200901 Neftebank, Aktau
MFO 190501956 Tenge account #609614
MFO 192901705
FIRM ENTERPRISE
/s/ /s/
- -------------------------------- --------------------------------
ALLEN & COMPANY
Incorporated
March 31, 1998
effective as of November 4, 1997
Chaparral Resources, Inc.
2211 Norfolk, Suite 1150
Houston, Texas 77090
Gentlemen:
We are pleased to reaffirm our mutual understanding concerning the
retention by Chaparral Resources, Inc., a Colorado corporation (the "Company"),
of Allen & Company Incorporated ("Allen") to act as a nonexclusive financial
advisor to the Company on the terms set forth herein.
1. Scope of Engagement. During the term of this engagement, Allen shall use
its best efforts to assist the Company in consummating, though one or more
offerings of the Company's securities, on terms acceptable to the Company and
such investors as shall be identified to the satisfaction of the Company, an
aggregate of $22.5 million of its securities (the "Securities"). Such offers and
sales of the Securities or other financing transactions as to which Allen shall
assist the Company are hereinafter referred to collectively as the "Offerings."
2. Appointment of Allen. Allen is hereby appointed a nonexclusive financial
advisor to the Company during the Offering Period (as defined herein) for the
purpose of assisting the Company with the sale of Securities to qualified
investors or other alternative financings. The "Offering Period" shall commence
on the date hereof and shall continue until November 25, 1999, unless terminated
in accordance with the terms hereof or extended for an additional period by
written agreement between you and Allen. Allen hereby accepts such engagement
and agrees to assist the Company with sales of such Securities or other
alternative financings on a "best efforts" basis. Except as contemplated by
Section 13 hereof, Allen's agency hereunder may not be terminated by the
Company. It is understood that the Offerings of the Securities or other
financings are intended by all parties to be exempt from the registration
requirements of the Act pursuant to Section 4(2) thereof and the rules and
regulations of the Securities and Exchange Commission thereunder (the "Rules and
Regulations").
3. Company Disclosure. The Company has prepared and will deliver to Allen
from time to time a reasonable number of copies of certain documents filed by
the Company with the Securities and Exchange Commission, including the Company's
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as
certain supplemental documents referred to therein or requested by Allen. In
addition, the Company shall make available to Allen access to such members of
<PAGE>
Chaparral Resources, Inc.
Page 2
its management as necessary or appropriate for Allen to conduct its periodic due
diligence reviews of the Company. Such documents (including all documents
delivered in connection therewith) and the information presented by such members
of the Company's management, in each case as amended or supplemented by the
Company from time to time, are collectively referred to herein as the "Company
Disclosure."
4. Closing; Delivery; Placement Fees.
(a) It is anticipated that one or more closings of the purchase and
sale of Securities or other financings with which Allen shall assist the Company
(each, a "Closing") shall take place at the offices of Allen & Company
Incorporated, 711 Fifth Avenue, New York, New York 10022 at such date or dates
as may be agreed to by the Company and Allen.
(b) At each Closing there shall be delivered by the Company executed
copies of an applicable Purchase Agreement to be entered into by the Company and
the applicable purchasers of the Securities substantially in the form delivered
to Allen (the "Purchase Agreement"). In addition, at each Closing, (i) the
Purchaser shall deliver the full purchase price of the Securities which the
Purchaser is to purchase at such Closing, and (ii) the Company will deliver to
the Purchaser certificates or other appropriate documentation representing the
Securities purchased by it and other documents as set forth in the applicable
Purchase Agreement.
(c) The Company has issued to Allen a retainer for services to be
rendered hereunder in the form of a warrant (the "Warrant") to purchase 900,000
shares of the Company's common stock, par value $.10 per share, at an exercise
price of $.01 per share. Such Warrant may be immediately exercised by Allen only
with respect to such proportion of the Warrant as funds raised in Offerings
bears to $22.5 million; thus, the Warrant can be exercised as to 200,000 shares
of such common stock in consideration for the sale by the Company (as part of
any Offering that is consummated in a Closing) of $5 million of Securities. At
the time of each subsequent Closing, the Warrant shall become exercisable with
respect to one additional share of Common Stock for each $25 of Securities sold
(or other financing obtained) at such Closing. Any portion of the Warrant that
does not become exercisable pursuant to this Section 4(c) prior to the
termination of the Offering Period shall expire upon such termination. In
addition, at each Closing, the Company shall reimburse Allen for its
out-of-pocket expenses as provided in Section 6(d) hereof, against the
presentation of bills therefor.
5. Representations and Warranties of the Company. The Company hereby
represents and warrants that this letter agreement has been duly authorized,
executed and delivered on behalf of the Company and constitutes a valid and
binding agreement of the Company, enforceable in accordance with its terms,
except as rights to indemnity or contribution hereunder may be limited by
Federal or state securities laws. The Company is aware of no facts which lead it
to believe that the Company Disclosure contains or will contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading.
<PAGE>
Chaparral Resources, Inc.
Page 3
6. Covenants of the Company. The Company covenants and agrees with Allen
that:
(a) The Company will notify Allen of any event of which it is aware
and as a result of which the Company Disclosure would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading; and it will not use any amendment or
supplement to the Company Disclosure until Allen have given its consent to such
amendment or supplement. The Company will conduct the Offering in compliance
with Section 4(2) of the Act and the Rules and Regulations and all applicable
state securities laws and regulations.
(b) The Company will use its best efforts (i) to coordinate with Allen
to qualify the Securities for offer and sale under the "Blue Sky" or securities
laws of such jurisdictions as Allen may designate and (ii) to continue such
qualifications in effect for so long as may be required for purposes of the
private placements of the Securities, except that the Company shall not be
required in connection therewith or as a condition thereof to qualify as a
foreign corporation or to execute a general consent to service of process in any
state.
(c) The Company covenants for the benefit of each applicable purchaser
of securities (including, but not limited to, Exeter) to use its best efforts to
file promptly after the applicable Closing and cause to become effective with
the Securities and Exchange Commission a registration statement registering (i)
the Exeter Shares and (ii) any other Securities upon which the Company and Allen
shall agree, for resale by such purchasers from time to time.
(d) The Company covenants and agrees with Allen that the Company will
pay all expenses, fees and taxes in connection with (i) the preparation of the
Company Disclosure and all other documents delivered to prospective investors,
(ii) the furnishing of closing documents and (iii) the qualification of the
Securities for offer or sale under the securities laws of such jurisdictions as
Allen may reasonably designate. The Company also agrees that it will reimburse
Allen at each Closing for its out-of-pocket expenses in connection with the
Offering, and will pay the reasonable fees and expenses of counsel to Allen.
(e) The Company agrees to cooperate with Allen and counsel to Allen
with respect to their due diligence investigation.
7. Representations, Warranties and Covenants of Allen. Allen represents,
warrants and covenants as follows:
(a) This Agreement has been duly executed and delivered by Allen and
constitutes a valid and binding obligation of Allen, enforceable against it in
accordance with its terms, except as rights to indemnity or contribution
hereunder may be limited by Federal or state securities laws.
<PAGE>
Chaparral Resources, Inc.
Page 4
(b) Allen will not make an offer of Securities by any form of general
solicitation or general advertising in violation of Rule 502(c) of Regulation D.
(c) Allen shall not deliver to any offeree without the consent of the
Company any information concerning the Offering other than the Company
Disclosure contemplated to be delivered hereby.
8. Conditions of Allen's Performance. The purchase and sale of the
Securities and the obligations of Allen as provided herein shall be subject to
the accuracy in all material respects, as of the date hereof and each Closing
Date (as if made on and as of such Closing Date), of the representations and
warranties of the Company herein, to the performance in all material respects by
the Company of its obligations hereunder, and to the following additional
conditions:
(a) Upon request of Allen, Allen shall have received a certificate,
dated such Closing Date, of the President of the Company to the effect that:
(i) The representations and warranties of the Company in this
Agreement are true and correct in all material respects as if made on and
as of such Closing Date; and the Company has complied with all the
agreements and satisfied all the conditions in all material respects on its
part to be performed or satisfied at or prior to such Closing Date; and
(ii) Except as set forth in the Company Disclosure or in the
applicable Purchase Agreement and subsequent to the date of the most recent
financial statements included with the Company Disclosure, there has not
been any material adverse change in the condition (financial or otherwise),
business or results of operations of the Company and its subsidiaries taken
as a whole.
(b) The Company shall have furnished to Allen such certificates, in
addition to those specifically mentioned herein, as Allen or its counsel may
have reasonably requested, as to the accuracy and completeness at such Closing
Date (and as of the date of any Purchase Agreements subsequent to the Closing
Date) of any statement in the Company Disclosure, as to the accuracy at such
Closing Date of the representations and warranties of the Company herein, as to
the performance by the Company of its obligations hereunder, and as to the
fulfillment of the conditions concurrent and precedent to the obligations of
Allen hereunder.
9. Indemnification. The Company will indemnify and hold harmless Allen, the
directors and officers of Allen and each person, if any, who controls Allen
within the meaning of the Act against any losses, claims, damages or
liabilities, joint or several, to which Allen or any such directors, officers or
controlling persons may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
<PAGE>
Chaparral Resources, Inc.
Page 5
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Company Disclosure, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; or (ii) the Company's engagement of Allen or any service
Allen performs for the Company or on its behalf pursuant to this Agreement,
except to the extent that any such loss, claim, damage or liability is found by
a court of competent jurisdiction in a judgment that has become final (in that
it is no longer subject to appeal or review) to have resulted directly and
primarily from such indemnified party's gross negligence or willful misconduct.
Subject to subsection (c) below, the Company will reimburse Allen or any such
directors, officers or controlling persons for any legal or other expenses
reasonably incurred by Allen or any such directors, officers or controlling
persons in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be
liable in any case to the extent that any such loss, claim, damage, liability or
action arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Company Disclosure in
reliance upon and in conformity with written information furnished by and with
respect to Allen specifically for use in the preparation thereof. The Company
shall not be required to indemnify Allen or any such directors, officers or
controlling persons for any payment made to any claimant in settlement of any
suit or claim unless such payment is approved by the Company, which approval
shall not be unreasonably withheld or delayed. This indemnity agreement will be
in addition to any liability which the Company may otherwise have, but in no
event shall an indemnified party receive more than the amount of its claim.
(b) Allen will indemnify and hold harmless the Company, its officers
and directors and each person, if any, who controls the Company within the
meaning of the Act against any losses, claims, damages or liabilities, joint or
several, to which the Company, or any such directors, officers or controlling
persons may be or become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Company Disclosure or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in the
Company Disclosure in reliance upon and in conformity with written information
furnished by and with respect to Allen specifically for use in the preparation
thereof; and (subject to subsection (c) below) will reimburse the Company or any
such directors, officers or controlling persons for any legal or other expenses
reasonably incurred by the Company or any such director, officer or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or actions. Allen shall not be required to indemnify the
Company or any such directors, officers or controlling persons for any payment
made to any claimant in settlement of any suit or claim unless payment is
approved by Allen, which approval shall not be unreasonably withheld or delayed.
This indemnity agreement will be in addition to any liability Allen may
otherwise have, but in no event shall an indemnified party receive more than the
amount of its claim.
<PAGE>
Chaparral Resources, Inc.
Page 6
(c) Promptly after receipt by an indemnified party under subparagraphs
9(a) or (b) of notice of the commencement of any action or other proceeding
(including governmental investigations) in respect of which indemnity may be
sought, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under such subparagraphs, promptly notify the
indemnifying party in writing of the commencement thereof; but the omission to
so notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under such subparagraph. In
case any such action shall be brought against any
indemnified party, and it shall promptly notify the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish, assume and control the defense thereof with
counsel chosen by it and after notice from the indemnifying party to such
indemnified party of its election so to assume and control such defense with
counsel chosen by it, it shall bear all expenses of such defense. Any such
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless:
(i) the indemnifying party has agreed to pay such fees and expenses;
or
(ii) the indemnifying party shall have failed to assume the defense of
such action or proceeding and employ counsel reasonably satisfactory to
such indemnified party in any such action or proceeding; or
(iii) the named parties to any such action or proceeding (including
any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to such
party which are different from or additional to those available to the
indemnifying party (in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not
have the right to assume the defense of such action or proceeding on behalf
of such indemnified party).
The indemnifying party shall not, in connection with any one such
action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys at any time for the indemnified party, which firm
shall be designated in writing by the indemnified party.
<PAGE>
Chaparral Resources, Inc.
Page 7
10. Contribution. In order to provide for contribution in circumstances in
which the indemnification provided for in Section 9(a) or 9(b) hereof is for any
reason held to be unavailable to any party entitled to such indemnification,
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of losses, claims, damages and liabilities of the
nature contemplated by such indemnification provisions (including any
investigation, legal and other expenses incurred in connection with, and amounts
paid in settlement of, any action, suit or proceeding or any claims asserted) to
which the Company and Allen may be subject, in such proportions so that Allen is
responsible for that portion in each case represented by the percentage that the
respective placement fee appearing in Section 4(c) of this Agreement bears to
the offering price of the Securities, and the Company is responsible for the
remaining portion; provided, however, that no person guilty of fraudulent
misrepresentation shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 10,
each person, if any, who controls Allen within the meaning of Section 15 of the
Act shall have the same rights to contribution as Allen, and each person, if
any, who controls the Company within the meaning of Section 15 of the Act, each
officer of the Company and each director of the Company shall have the same
right to contribution as the Company, subject in each case to the prior
sentence. Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in
respect of which claim for contribution may be sought, promptly notify the other
party or parties in writing of the commencement thereof, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this Section 10. No party shall be liable for
contribution with respect to any action or claim settled without its consent.
11. Representations and Agreements to Survive Delivery. All
representations, warranties or agreements of the Company or of Allen herein or
in certificates delivered pursuant hereto shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of Allen
or any controlling person, the Company, or any of its officers, directors or
controlling persons, and shall survive delivery of the Securities.
12. Publicity and Disclosure. Except as may be required by federal
securities laws, no press release or public disclosure, either written or oral,
of the Offering or any matter related to the Offering shall be made without
Allen's prior approval.
13. Termination. Allen's obligation to proceed hereunder is conditioned
upon its continuing judgment that market conditions in general, and as they
relate to the Company's securities in particular, are such as to continue to
make appropriate the offering and sale of the Securities in the manner provided
for herein. Notwithstanding the foregoing, Allen may, in its sole discretion,
terminate this Agreement if the initial Closing of the sale of over $5,000,000
of the Securities does not take place before April, 1998, or such other date as
the parties hereto may agree in writing. Upon any such termination, (i) the
Company shall reimburse Allen for its out-of-pocket expenses and pay the
reasonable fees and expenses of counsel to Allen, in each case as provided in
Section 6(d) hereof, and (ii) the obligations of the parties set forth in
Sections 9 and 10 shall survive termination of this Agreement.
<PAGE>
Chaparral Resources, Inc.
Page 8
14. Notice. All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and if sent to Allen shall
be mailed, delivered or telegraphed and confirmed, at Allen & Company
Incorporated, 711 Fifth Avenue, New York, New York 10022, Attn: Kim M. Wieland,
Managing Director and Chief Financial Officer, with a copy to Werbel &
Carnelutti, a Professional Corporation, 711 Fifth Avenue, New York, New York
10022, Attn: Guy N. Molinari, Esq., or, if sent to the Company, at 2211 Norfolk,
Suite 1150, Houston, Texas 77090, Attn: President, with a copy to Smith
McCullough Ferguson, P.C., 4643 South Ulster Street, Suite 900, Denver, Colorado
80237, Attn: Thomas S. Smith, Esq.
15. Benefits of the Agreement. This Agreement shall inure to the benefit of
and be binding upon the Company and Allen and their respective successors and
assigns. This agreement shall supersede and replace that certain Placement
Agency Agreement dated November 4, 1997 between the Company and Allen.
16. Applicable Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New York without regard to
the conflicts of law provisions thereof.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
<PAGE>
Chaparral Resources, Inc.
Page 9
If you are in agreement with the foregoing please execute where indicated
below and return a copy to us for files.
Very truly yours,
ALLEN & COMPANY INCORPORATED
By: /s/ Kim M. Wieland
------------------------------------
Name: Kim M. Wieland
Title: Managing Director
and Chief Financial Officer
CHAPARRAL RESOURCES, INC.
By:
---------------------------
Name:
Title:
LIST OF SUBSIDIARIES
State or
Other Jurisdiction Name Under Which
Subsidiary of Organization Business Done
- ---------- --------------- -------------
Central Asian Petroleum, Delaware Central Asian Petroleum,
Inc. Inc.
Central Asian Petroleum Guernsey Central Asian Petroleum
Guernsey Limited Guernsey Limited
Karakuduk-Munay, Inc. Republic of Kazakstan Karakuduk-Munay, Inc.
Road Runnder Services Colorado Road Runner Services
Company Company
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 19, 1996, accompanying the
consolidated financial statements included in the Annual Report of Chaparral
Resources, Inc. and subsidiary (the Company) on Form 10-K for the year ended
December 31, 1997. We consent to the incorporation by reference in the Company's
Registration Statement on Form S-8 of the aforementioned report.
/s/ Grant Thornton LLP
-----------------------------------
GRANT THORNTON LLP
Denver, Colorado
April 1, 1998
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Chaparral Resources, Inc. Stock Warrant Plan of
our report dated March 26, 1998, with respect to the consolidated financial
statements of Chaparral Resources, Inc. included in the annual Report (Form
10-K) for the period ended December 31, 1997.
/s/ Ernst & Young LLP
--------------------------------
ERNST & YOUNG LLP
Houston, Texas
April 1, 1998
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Chaparral Resources, Inc. 1989 Stock Warrant Plan
of our report dated March 13, 1998, except for Note 7, as to which the date is
March 31, 1998, with respect to the financial statements of Karakuduk-Munay,
Inc. included in the Annual Report (Form 10-K) for the period ended December 31,
1997.
/s/ Ernst & Young
--------------------------------
ERNST & YOUNG
Almaty Kazakhstan
April 1, 1998
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<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
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<PERIOD-END> NOV-30-1996
<CASH> 782,000
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0
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