U.S. Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended August 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from to
--------------- ---------------
Commission File No. 0-6529
DOUBLE EAGLE PETROLEUM AND MINING CO.
-------------------------------------
(Name of small business issuer in its charter)
Wyoming 83-0214692
- ---------------------------------------- -------------------------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
777 Overland Trail (P.O. Box 766) Casper, Wyoming 82602
- ------------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (307) 237-9330
---------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
---- ----
Securities registered pursuant to Section 12(g) of the Act:
$.10 Par Value Common Stock
---------------------------
(Title of Class)
Check whether the issuer (1) 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 (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No __
-
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for the fiscal year ended August 31, 1998 were $739,193
The aggregate market value of the voting stock held by non-affiliates
computed based on the average of the closing bid and asked prices of such stock
as of November 20, 1998, was $5,565,708.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of each of the issuer's classes of common
equity as of November 13, 1998 was as follows:
$.10 Par Value Common Stock 3,932,651
<PAGE>
PART I
ITEMS 1 and 2. DESCRIPTION OF BUSINESS AND PROPERTIES
Overview
Double Eagle Petroleum and Mining Co. (the "Company" or "Double Eagle"),
which was formed on January 13, 1972, explores for, develops, produces and sells
crude oil and natural gas. The Company concentrates its activities in areas in
which it believes it has accumulated detailed geologic knowledge and developed
significant management experience. Current areas of exploration and development
focus for the Company include the Moxa Arch in southwestern Wyoming, the Powder
River Basin in northeastern Wyoming, the Washakie Basin in south central
Wyoming, the Wind River Basin in central Wyoming, and the Christmas Meadows area
in northeastern Utah. The Company owns interests in a total of 239 producing
wells, with oil constituting approximately 20 percent and natural gas
constituting approximately 80 percent of its current production (assuming six
Mcf of gas production equals one barrel of oil production). The Company also
has undeveloped acreage in other basins and is evaluating the possibility of
additional activity in other areas. See "Principal Areas Of Oil And Gas
Activity".
Forward-Looking Statements
This Form 10-KSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act Of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act Of 1934, as amended (the
"Exchange Act"). All statements other than statements of historical fact
included in this Form 10-KSB, are forward looking statements. These forward
looking statements include, without limitation, statements under "ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Financial Condition, Liquidity And Capital Resources", "ITEMS 1 AND
Of OilCAndTGas Activity",S"ZeolitePMining Activities",tande"Reserves",iand Notes
3 to the Financial Statements located elsewhere herein regarding the Company's
financial position and liquidity, the amount of and its ability to make debt
service payments, its strategies, financial instruments, and other matters, are
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the Company's
expectations are disclosed in this Form 10-KSB including without limitation in
conjunction with the forward-looking statements included in this Form 10-KSB.
The Company's intentions and expectations described in this Form 10-KSB
with respect to possible exploration and other testing activities concerning
properties in which it holds interests may be deemed to be forward-looking
statements. These statements are made based on management's current assessment
of the exploratory merits of the particular property in light of the geological
information available at the time and based on the Company's relative interest
in the property and its estimate of its share of the exploration cost.
Subsequently obtained information concerning the merits of any property as well
as changes in estimated exploration costs and ownership interest may result in
revisions to management's expectations and intentions and thus the Company may
delete one or more of these intended exploration activities. Further,
circumstances beyond the Company's control may cause such prospects to be
eliminated from further consideration as exploration prospects.
2
<PAGE>
Business Strategy
The Company's strategy is to increase its cash flow and oil and gas
reserves by developing and marketing oil and gas prospects. Upon marketing a
prospect to another entity, the Company will attempt to receive a promoted or
carried interest in the initial well for the prospect. The Company will then
participate proportionately in the drilling of any development wells on the
prospect. In prior years, the Company had undertaken to assemble a large
acreage position and sell it to others while retaining a royalty position. By
attempting to direct its focus to generation of geologic prospects with a
promoted interest at the exploratory phase and a participating interest at the
development stage, the Company will be utilizing more resources for drilling
rather than for lease acquisition. In this manner, the Company believes that in
a shorter time period it will be exposed to a greater number of opportunities to
increase reserves and cash flow.
During fiscal 1998, the Company attributed time to evaluating oil and gas
producing properties for acquisition. These acquisitions can provide a way for
the Company to grow and these efforts are intended to continue during fiscal
1999. The Company's staff will continue to attempt to balance these efforts
along with exploration and development plans.
The Company owns varying interests in its oil and gas prospects. These
interests and prospects are described below under "Principal Areas Of Oil And
Gas Activity". These interests are owned directly by the Company and the
remaining interests in these prospects are owned by various industry partners.
During fiscal 1999, the Company intends to develop its prospects utilizing its
cash balances together with cash flow from operations and sales of a portion of
the Company's interests to industry partners. If the Company's available cash
from operations or from sales of interests to industry partners are lower than
anticipated, the Company's activities will decrease. The Company anticipates
that the decreased activities will include expending smaller amounts in the
the Company's principal areas of activity and attempting to sell a larger
portion of the Company's interest in its prospects and retaining a royalty
interest or a smaller working interest in those prospects than the Company
believes it would be able to retain if the Company had more funds for
developing these prospects and were not required to sell additional interests.
The Company has focused its efforts on exploration for and development of
natural gas reserves, which constitutes 80% of the Company's total existing
reserves. This resource has proven to be more stable in price than its crude oil
counterpart and with greater industry popularity, gives the Company more
flexibility in marketing its prospects. Furthermore, the Company's acreage
holdings are located in those Rocky Mountain Basins which, according to the
United States Geological Survey, hold a large percentage of the known
undeveloped natural gas resources in the Continental United States.
Double Eagle has worked to assemble an array of exploration and development
projects that range from offset locations of existing fields to high risk
"wildcat" ventures which have enormous potential. The Company intends to use its
available investment dollars on projects having the least risk and seek to find
industry partners to pay for the development of the highest risk plays. This
strategy provides the Company and its stockholders with exposure to virtually
all types of plays in the oil and gas business.
Acreage By Wyoming Geologic Basin:
Gross Acres
-----------
Wind River Basin 9,186
Powder River Basin 14,001
Washakie Basin 28,872
Green River Basin 30,406
3
<PAGE>
Principal Areas Of Oil And Gas Activity:
Wind River Basin
- ----------------
Located in central Wyoming the Wind River Basin is home to Wyoming's first
oil production which began in 1884. Since that time numerous fields have been
discovered in the Basin, including two world class natural gas accumulations in
the last five years- the Madden Anticline and the Cave Gulch Fields. The Company
has interests in 9,186 acres of leases in this Basin.
Cave Gulch Field
----------------
Cave Gulch Field is located 45 miles west of Casper, Wyoming in Natrona
County. The Field which is only 3 square miles in aerial extent, was discovered
by Barrett Resources in 1994. Since that time the field has produced a
cumulative production in excess of 80 billion cubic feet of natural gas.
Barrett's most prolific well, the #1-29 well, recently blew out after producing
more than 6 billion cubic feet of natural gas in only 7 months on line. Double
Eagle has acquired the rights to a farmout and will drill and earn 2% working
interest before payout and 1% working interest after payout in the Barrett
Resources #4-19 well which is a direct offset to the #1-29. The #4-19 well was
drilling at a depth of 3,500 feet when the #1-29 well blew out on August 27,
1998. Barrett took over this well and has begun directionally drilling the well
towards the #1-29 well to kill the blow out. Once it performs the kill job,
Barrett will plug the wellbore back to 7,500 feet and return the well to Double
Eagle and partners who will resume drilling to a total vertical depth objective
of 19,780 feet. Only one other producing well offsets the #1-29 at this time.
The #3-29 well was perforated in the Muddy Formation and Barrett Resources
announced on November 14, 1998 the well was producing at a rate of 37 million
cubic feet of gas per day. Total cost of the #4-19 well is estimated at $8.3
million and should take about 140 days to drill. Double Eagle will earn its
interests in all depths drilled below the Mesaverde Formation which includes the
Shannon, Frontier and Muddy Sandstones.
Waltman Field
-------------
Waltman Field is a producing gas field in central Wyoming, approximately 45
miles west of Casper in Natrona County. Double Eagle owns a 40 percent working
wellseon the1leases.oTheabest.successewasotheeMarathonaoperatediWaltmann#21-19
which was drilled in January, 1997 and continues to produce 1.2 million cubic
feet of gas per day. Double Eagle owns a 20% working interest in the well.
Double Eagle also participated in two other wells on the leases but encountered
depleted gas sands at both sites. The leases still have one drill site left for
the shallow sands and Double Eagle and its partners are considering the
potential of another well. In the meantime, Marathon is installing a larger
compressor which should increase the Waltman #21-19 production to approximately
2 million cubic feet of gas per day. Installation of the compressor is expected
by the end of 1998. The leases are extended or held by production from the
shallow Fort Union Formation which occurs at 4,500 feet. However, this area is
also thought by many to contain potential in the deeper Muddy and Frontier
4
<PAGE>
Sandstones that are present in the Cave Gulch Field 6 miles to the north. Along
those lines, Double Eagle is participating in part of a 3-D seismic grid
encompassing some 85 square miles in an area including this acreage and going
north to the Cave Gulch Field. The seismic grid's main participants are Barrett
Resources, Marathon and Chevron. Double Eagle believes the seismic could
identify Muddy and Frontier Sandstone targets for additional drilling. The
identification of these types of target could be very beneficial to Double Eagle
as a working interest owner. Double Eagle also owns an interest in a total of
1840 acres in this Muddy Trend.
Graham Unit No. 2 Well
----------------------
Graham Unit No. 2 Well is currently a shut-in gas well ninety miles west of
Casper, Wyoming. Double Eagle owns 100% working interest in the well and the
associated 363 acres. In late 1996, the Company re-completed the well in the
additional zones of the Lower Fort Union Formation. The old perforations had
been cemented off and three new zones were perforated and fracture stimulated.
Double Eagle is currently negotiating with two companies on gas transportation.
options for the well. We expect to begin selling gas in early 1999. This has
been a long wait, and the Company anticipates that this prospect will provide
good cash flow in the coming years. Double Eagle is also looking at other
potential exploration work in this area.
Madden Anticline
----------------
The Madden Anticline encompasses two producing oil and gas fields, The
Madden and Long Butte Fields, 100 miles west of Casper in Central Wyoming.
THE MADDEN FIELD: In general, the Madden Field produces over 100 million
cubic feet of gas per day from seven different formations at depths of 3,000 to
25,000 feet. The Units operator, Burlington Resources, has announced the
intention to drill another deep Madison well in 1999 as well as 20 Lower Fort
Union and Lance wells. In 1997, the Big Horn 4-36 well, in which the Company has
no interest, was completed in the Madden Field with a capable open flow of over
200 million cubic feet of gas per day from the Madison Formation at a depth of
over 24,000 feet. As a result, estimates of reserves in place for the Madison
reservoir exceeded one trillion cubic feet. Double Eagle has leases covering
1,480 acres in the Field. The Company is currently trying to negotiate a deal
which will provide for the drilling of a 15,000 foot Lance test on its acreage
in 1999. Double Eagle and its partners drilled an unsuccessful 2,000' test on
the leases in 1997. In addition, the Company is participating in a 66.5 square
mile 3-D seismic survey operated by Burlington Resources covering the east half
of Madden Field and some of Double Eagle's acreage. The Company believes this
survey will demonstrate the potential of a drillsite on the Double Eagle
leasehold.
LONG BUTTE FIELD: In a letter October, 1998, Double Eagle proposed to Long
Butte Operator W. A. Moncrief its desire to develop the Fort Union Formation.
Several wells drilled by others in the Unit tested commercial quantities of
natural gas in the Fort Union Formation while drilling to deeper formations.
Moncrief responded by proposing the recompletion of the #2 Unit Well, previously
a Cody producer. This recompletion attempt will test formations above the Cody
which include the Mesaverde and Fort Union. When this well was drilled in 1978,
a drill stem test of the Fort Union Formation tested natural gas at a rate of
10.2 million cubic feet per day. Moncrief began the re-completion on November 2,
1998. Double Eagle owns between 2% and 16% in 2,329 acres of leases and .1 to 7
percent in 17 gas wells in the Unit. The Company's has a 1.3 percent working
interest in the re-completion attempt.
5
<PAGE>
Government Bridge/Tipps/Schrader Flats Fields
----------------------------------------------
These fields are three producing oil fields approximately 15 miles west of
Casper in Natrona County. On November 24, 1998, Double Eagle and partners
purchased the fields. The Company now owns a 25% working interest in the three
fields (150 gross BOPD) and 13,000 acres of surrounding leases. The Company
believes this production (37.5 barrels of oil per day net to the Company) will
bolster the Company's production base. A secondary recovery plan is being
discussed to raise reservoir pressures and enhance production. In addition,
there are several potential pays at deeper depths which have been identified in
the accompanying acreage which the Company hopes to evaluate with more
geological work and interpretation of a 4 square mile 3-D seismic grid shot
which came with the purchase.
Powder River Basin
- ------------------
The Powder River Basin is located in the northeastern part of Wyoming.
Today, the Basin is one of the most prolific basins in the Rocky Mountain Region
for the production of oil. The Basin is the largest producer of coal in the
United States. In the last year, a renaissance of sorts has occurred with the
emergence of the very popular coal bed methane play where some 10,000 shallow
gas wells are predicted to be drilled over the next 10 years. With recovery
predictions as high as 500 million cubic feet per well, the coal bed gas play
Companyvownsganainterest in 14,001aacresaof leasestand 8,080eacresrofrmineralshe
in the Powder River Basin.
Jepson Holler Draw Unit/Jepson Holler Draw Prospect
---------------------------------------------------
This prospect is located in a producing oil field approximately 60 miles
north of Casper, Wyoming. Double Eagle owns a .058 percent working interest in
the Jepson Holler Draw Waterflood Unit and at working interests varying between
25% and 75% in 1,500 acres adjacent to the Unit. Ensign Oil & Gas Company, as
operator of the Waterflood Unit, has been injecting water into the Cretaceous
Shannon Sandstone to increase the formation pressures and enhance the recovery
of oil from this formation for over two years. In September, 1998 Ensign
completed the first of 35 recovery wells and reported the initial production of
201 barrels of oil per day. This well is approximately 2 miles from Double
Eagle's acreage outside the Unit. Trying to establish production outside the
Unit, the Company spud the Mehl #1 on October 16, 1998. The well was completed
as a dry hole on November 1, 1998. There were no net costs for the well to the
Company as money received from promoted partners paid the Company's 25% working
interest in the well.
In addition, in September 1998, one month before the drilling of the Mehl
#1 well, the Company sold to Barrett Resources, for $195,000, the shallow rights
(0-3,000') to develop the coal bed methane gas under the leases. Double Eagle
and partners also reserved an overriding royalty interest in the transaction.
Barrett has agreed to take over the wellsite and begin coal bed gas activities
immediately. If Barrett is successful, of which there is no assurance, Double
Eagle will obtain additional cash flow from its overriding royalty interest.
Buffalo Prospect (Coal Bed Methane)
-----------------------------------
Double Eagle has acquired leases covering 5,800 acres in the coal bed
methane play near Buffalo, Wyoming. This play is based on coal shows encountered
by Texaco in a well drilled 4 miles east in 1990. Michiwest Energy, a Michigan
independent has staked 24 coal bed gas wells 3.5 miles east of the Company's
company onha promotedwbasisttomdrill thehinitial testlwells andbacquire another
additional acreage.
6
<PAGE>
Greater Green River Basin
- -------------------------
Located in southwest and central Wyoming, the Greater Green River Basin has
been a prolific gas producing basin for decades. The Company owns an interest
in 28,872 acres of leases in this Basin.
Red Creek
---------
This prospect is located in south central Wyoming near Baggs. Double Eagle
sold this block of acreage to Conoco in 1995 and today owns a 5% overriding
royalty interest in most of the 10,650 acre Red Creek Unit. Activity in the
area has escalated with several proposed 3-D seismic grids and lease
acquisitions generating quite a lot of interest. It is possible that a well
may be drilled in the area during 1999.
South Filmore Area
------------------
Double Eagle has acquired between 50% and 100% working interests in 13,300
gross acres of leases in the Washakie Basin area of Carbon and Sweetwater
Counties, Wyoming. The Company is putting together drilling proposals and hopes
to market to industry partners in mid 1999. The formations to be evaluated in
this region are the Mesaverde, Lewis and Fox Hills.
Green River Basin
- -----------------
The Green River Basin is located in the southwestern corner of Wyoming and
includes several producing fields. Industry experts believe this basin holds
significant undeveloped gas reserves. The Company owns an interest in 30,406
acres of leases in this Basin.
Moxa Arch
---------
This project is in southwestern Wyoming. Double Eagle owns a .3 percent to
3.5 percent working interest in 125 gas wells on the Moxa Arch. The Company
participated in 4 development wells in 1998. The Company expects to participate
in at least three wells in fiscal 1999 at an estimated average net cost to the
Company of $7,500.
Rock Island Unit
----------------
This unit is located 30 miles east of Rock Springs in south central
Wyoming. Double Eagle sold its lease to Yates Petroleum in 1996 and now owns a
5% overriding royalty interest under 688 acres in this unit. Union Pacific
Resources, operator of the Rock Island Unit, has pooled a 960 acre participating
area, which includes some of Double Eagle's interest, and spud a well in October
1998, to drill 17,874 feet and evaluate the Frontier Formation. This well
offsets the Texaco #4 Union Well, completed in December 1996 and today producing
6.5 million cubic feet of gas per day. In addition, UPRC has planned a
horizontal leg for this well of 3,960 feet which should expose the wellbore to
more of the productive formation than the 401 feet exposed in the Texaco
vertical well. Drilling time is expected to be 100-120 days. Because the drill
site spaced unit is 960 acres, Double Eagle's royalty interest is
proportionately reduced to a net 1.25%. Double Eagle has additional royalty
interests on trend with the producing and drilling locations.
James Creek
-----------
This field is a producing gas field in south central Wyoming approximately
30 miles south of Rock Springs in Sweetwater County. Double Eagle owns a 25
percent working interest in two producing gas wells, a gathering pipeline, a
compressor, and over 20,000 acres of leases. The Federal #1-6 was drilled on
7
<PAGE>
behalf of Double Eagle and its partners in September 1997. The well is a 160
acre offset to the Company's other James Creek producing gas well, the Britz
Dakotaland-LakotahFormations#thatdareocapablehofecommercialaquantitiesnofhe
natural gas. Production casing was run and the deepest zone, at 5,438' to
5,446', was perforated and produced 100 MCF per day. In June, 1998, the wells
operator, Credo Petroleum, re-entered the well and perforated the two upper
zones. The well is currently producing 164 MCF per day from the newly perforated
formations. A comingling of the two pays will occur in 1999. Double Eagle
believes there are several potential drillsites remaining on the leases. The
Company will attempt to find partners to drill the additional locations in 1999.
Rocky Mountain Overthrust
- -------------------------
The Rocky Mountain Overthrust runs from Canada to Mexico and consists of
many traps created as the Pacific continental plate was thrust on the
Continental Plate. Traps creating oil and gas fields have been located primarily
in Canada and Wyoming where billion barrel oil equivalent fields have been
discovered since the 1970's. The region is still relatively unexplored because,
despite gigantic reserve potential, exploration in this area is very expensive
and risky.
Christmas Meadows Prospect
--------------------------
This prospect is on the north slope of the Uinta Mountains in northeastern
Utah, 30 miles south of Evanston, Wyoming. While shooting a regional seismic
grid in the 1970's, Gulf noted a large dome on one of the seismic lines.
Subsequent seismic by Gulf, American Quasar, Amoco, Chevron and others has
defined the dome. Amoco staked a well location to test the structure in 1982,
but finally in 1986 they gave up trying to get a drilling permit in this part of
the National Forest. Chevron then staked a well and fought to get the necessary
permits in this popular recreation area until 1994 when Chevron gave up and
turned the project over to Amerac who designated Double Eagle as its agent.
Double Eagle received a drilling permit in the summer of 1995 and began building
the road to the location with help from Prima Oil & Gas and John Lockridge.
Amerac, Chevron and Judy Yates farmed out their interests to Double Eagle, Prima
unleased 400 acre tract of land next to the drillsite by the United State Forest
Service. This lease is considered critical to the play. These lands were to be
made available several years ago but now have become part of an area designated
for a leasing moratorium imposed by the Chief of the Forest Service. We have
applied for a suspension on the time running off our leases while we wait for
these lands to be offered. We still have not received approval for that
suspension and are patiently waiting for the unleased lands to be made available
for lease. The Company also has enlisted the help of certain United States
Senators and a Congresswoman to end this jousting match. Double Eagle has a
3.82 percent working interest as well as a 25% interest in the farmouts from
Chevron, Amerac and Yates on the lands in this 23,000 acre Table Top Unit. The
Company will continue to persevere as long as possible on this project because
it believes this represents an opportunity to hit the proverbial "homerun" on
its investment. Many companies, larger in size than Double Eagle, do not
participate in any prospects of this quality and size.
Sage Creek Prospect (Southwestern Montana)
------------------------------------------
The Company holds a 60% working interest in 53,000 acres of leases in the
southwestern Montana portion of the overthrust belt. This area is thought to
have the potential to contain a giant oil and gas field similar in magnitude to
those fields present in the Wyoming portion of the overthrust belt whose
reserves exceed one billion barrels of oil equivalent. Amoco, Exxon and Marathon
have done seismic work and drilled wells in this area during the 1980's but
8
<PAGE>
found no commercial deposits. Double Eagle's main emphasis is directed at
testing a well location that was permitted in 1986 but was never drilled by
Amoco. The Company plans to complete the acreage play and find an industry
partner to test the concept with a drilling well.
Mining Activities
- -----------------
Zeolite
-------
Since 1972, the Company has owned mining claims covering 320 acres of land
in Lander County, Nevada and 640 acres of land in Owyhee County, Idaho, which
because of natural outcrops and because of other sampling and analysis are
believed to overlie significant deposits of clinoptilolite, which is one of 34
naturally occurring zeolites. Although the existence of these deposits has been
indicated for some time, no commercially significant mining operations have been
conducted on the Company's property because significant markets for zeolites
have not yet been developed. Zeolites currently are utilized commercially for
small consumption items such as cat litter, deodorant and aquarium filler
material, but the amount of consumption from these markets has not justified
large scale production to date. Continuing efforts are being made by other
entities to develop more extensive markets for the use of zeolites, particularly
with respect to agricultural uses, such as feed supplement, soil amendment,
agricultural deodorant and pesticide carriers. The Company, along with the City
of Casper Wyoming's Sewage Water Treatment Plant, is conducting tests for uses
of the Company's zeolite with the Plant's discharge. In addition, the Company is
contacting livestock feeding facilities in Wyoming to assess the potential of
conducting similar tests on conditions existing at those types of facilities.
For accounting purposes, these prospects are carried at a total of $385 on the
Company's financial statements.
Production
The table below sets forth oil and gas production from the Company's net
interests in producing properties for each of its last three fiscal years.
<TABLE>
<CAPTION>
Oil and Gas Production
Year ended, August 31,
1996 1997 1998
<S> <C> <C> <C>
Quantities
Oil (Bbls) 17,532 17,331 10,591
Gas (Mcf) 140,179 222,628 284,648
Average Sales Price
Oil ($/Bbl) $21.42 $21.23 $14.47
Gas ($/Mcf) $1.16 $1.19 $1.85
Average Production Cost ($/BOE) $2.98 $2.47 $3.15
</TABLE>
The Company's oil and gas production is sold on the spot market and the
Company does not have any production that is subject to firm commitment
contracts. During the year ended August 31, 1998, purchases by each of four
customers, Texaco Trading & Transportation, Inc., Summit Energy, Credo Petroleum
Corporation and Marathon Oil Company, represented more than 10 percent of total
Company revenues. None of these four customers, or any other customers of the
Company, has a firm sales agreement with the Company. The Company believes that
it would be able to locate alternate customers in the event of the loss of one
or more of these customers.
9
<PAGE>
Productive Wells
The following table categorizes certain information concerning the
productive wells in which the Company owned an interest as of August 31, 1998.
<TABLE>
<CAPTION>
PRODUCTIVE WELLS
OIL GAS
Gross Net Gross Net
<S> <C> <C> <C> <C>
COLORADO ----- ----- 2 .059
MISSISSIPPI 2 .0009 ----- -----
MONTANA PRODUCTIVE WELLS ----- -----
OIL GAS
NORTH DAKOTA 12 .554 ----- -----
OKLAHOMA ----- ----- 1 -----
UTAH ----- ----- 1 .02
WYOMING 66 1.09 153 3.52
-- ---- --- ----
TOTAL 82 1.74 157 3.60
</TABLE>
Drilling, Acquisitions And Reserve Replacement Costs
During the three years ended August 31, 1998, the Company added proved
reserves from acquisitions, extensions, discoveries and reserve revisions of
approximately 410,848 BOE. Capital expenditures during this period were
approximately $2,267,887, resulting in an average annual reserve replacement
cost of approximately $5.52 per BOE over that three year period.
The Company drilled or participated in the drilling of wells as set forth
in the following table for the periods indicated. In certain of the wells in
which the Company participates, the Company has an overriding royalty interest
and no working interest.
<TABLE>
<CAPTION>
WELLS DRILLED
Year Ended August 31,
1998 1997 1996
Gross Net Gross Net Gross Net
<S> <C> <C> <C> <C> <C> <C>
OilExploratory 0 0 0 0 0 0
Gas 0 0 0 0 0 0
Dry Holes 1 .2215 3 .4725 1 .125
Subtotal 1 .2215 3 .4725 1 .125
Development
Oil 0 0 8 .005 0 0
Gas 8 .348 4 .21 7 .029
Dry Holes 3 1.037 0 0 0 0
Subtotal 11 1.385 12 .215 7 .029
TOTALS 12 1.6065 15 .6875 8 .154
</TABLE>
10
<PAGE>
All the Company's drilling activities are conducted on a contract basis
with independent drilling contractors.
Reserves
The following reserve related information for the years ended August 31,
1996, 1997, and 1998 is based on estimates prepared by the Company. The
Company's reserve estimates are developed using geological and engineering data
and interests and burdens information developed by the Company. Reserve
estimates are inherently imprecise and are continually subject to revisions
based on production history, results of additional exploration and development,
prices of oil and gas, and other factors. The notes following the table should
be read in connection with the reserve estimates.
<TABLE>
<CAPTION>
Estimated AtoAugusts31,es (1)(2)
1996 1997 1998
<S> <C> <C> <C>
Proved Developed Reserves (Bbls) 188,580 180,526 90,911
Proved Undeveloped Oil Reserves (Bbls) --------- --------- ---------
Total Proved Oil Reserves (Bbls) 188,580 180,526 90,911
Proved Developed Gas Reserves (Mcf) 2,082,591 2,757,188 3,507,986
Proved Undeveloped Gas Reserves (Mcf) --------- --------- ---------
Total Proved Gas Reserves (Mcf) 2,082,591 2,757,188 3,507,986
Total Proved Crude Oil Equivalents (BOE) (3) 535,679 640,057 675,575
Present Value Of Estimated Future Net Revenues
before income taxes discounted at 10% $2,449,299 $2,695,755 $2,869,883
<FN>
(1) The Company's annual reserve reports are prepared as of August 31, which is
the last day of the Company's fiscal year.
(2) The present value of estimated future net revenues as of each date shown
was calculated using oil and gas prices as of that date.
(3) Gas is converted to barrel of oil equivalent at 6,000 cubic feet equals one
barrel.
</TABLE>
Reference should be made to the supplemental oil and gas information
included in this form 10-KSB for additional information pertaining to the
Company's proved oil and gas reserves as of the end of each of the last three
fiscal years.
11
<PAGE>
Acreage
The following tables set forth the gross and net acres of developed and
undeveloped oil and gas leases in which the Company had working interests and
royalty interests as of August 31, 1998. The category of "Undeveloped Acreage"
in the tables includes leasehold interests that already may have been classified
as containing proved undeveloped reserves.
<TABLE>
<CAPTION>
WORKING INTERESTS
Developed Undeveloped
Acreage (1) Acreage (2) Total
STATE GROSS NET GROSS NET GROSS NET
<S> <C> <C> <C> <C> <C> <C>
MONTANA 29 1 41,028 23,254 41,057 23,255
NORTH DAKOTA 40 16 40 16
UTAH 637 16 50,459 2,067 51,096 2,083
WYOMING 48,222 2,259 86,092 58,138 134,314 60,397
TOTAL 48,888 2,276 177,619 83,475 226,507 85,751
</TABLE>
<TABLE>
<CAPTION>
ROYALTY INTERESTS
Developed Undeveloped
Acreage (1) Acreage (2) Total
<S> <C> <C> <C> <C> <C> <C>
STATE GROSS NET GROSS NET GROSS NET
MISSISSIPPI 125 05 6,448 177 6,623 102
MONTANA 291 15 291 15
NORTH DAKOTA 1,380 67 0 0 1,380 67
OKLAHOMA 11 0 11 0
UTAH 0 0 2,240 90 2,240 90
WYOMING 13,733 308 25,540 979 39,273 1,287
TOTAL 15,572 395 34,228 1,246 49,800 1,641
<FN>
(1) Developed acreage is acreage assigned to producing wells for the spacing
unit of the producing formation. Developed acreage in certain of the
Company's properties that include multiple formations with different well
spacing requirements may be considered undeveloped for certain formations,
but have only been included as developed acreage in the presentation above.
(2) Undeveloped acreage is lease acreage on which wells have not been drilled
or completed to a point that would permit the production of commercial
quantities of oil and gas regardless of whether such acreage contains
proved reserves.
</TABLE>
12
<PAGE>
Substantially all of the leases summarized in the preceding table will
expire at the end of their respective primary terms unless the existing leases
are renewed or production has been obtained from the acreage subject to the
lease prior to that date, in which event the lease will remain in effect until
the cessation of production. The following table sets forth the gross and net
acres subject to leases summarized in the preceding table that will expire
during the periods indicated:
<TABLE> Acres Expiring
Gross Net
<S> <C> <C>
Twelve Months Ending:
December 31, 1998 8,437 6,692
December 31, 1999 15,265 9,997
December 31, 2000 7,424 5,626
December 31, 2001 and later 156,586 104,916
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding (nor is the
Company's property subject of a pending legal proceeding) that the Company
believes would have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
13
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information. The Company's Common Stock is traded in the over-the-
------------------
counter market and listed on the Nasdaq SmallCap Stock Market under the symbol
"DBLE". The Company's Units, each consisting of one share of Common Stock and
ONE Warrant, traded from December 1996 until October, 1997, when the Units
were separated and the Warrant commenced trading. The range of high and low
bid prices for each quarterly period during the two most recent fiscal years
ended August 31, 1997 and 1998, as reported by Nasdaq is as follows:
<TABLE>
<CAPTION>
Units ("DBLEU") Common Stock ("DBLE")
Fiscal 1997 High Low High Low
<S> <C> <C> <C> <C>
First Quarter --- --- 1.50 1.00
Second Quarter 1.62 1.31 1.87 1.25
Third Quarter 1.56 1.00 1.50 .87
Fourth Quarter 1.50 1.00 1.37 1.00
Fiscal 1998
First Quarter 2.82 1.25 2.75 1.00
Second Quarter --- --- 2.62 1.25
Third Quarter --- --- 3.47 1.87
Fourth Quarter --- --- 2.87 1.25
Warrants ("DBLEW")
Fiscal 1998 High Low
First Quarter 1.00 .53
Second Quarter 1.00 .37
Third Quarter 1.44 .75
Fourth Quarter 1.12 .37
</TABLE>
The quotations set forth above reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not reflect actual transactions. On
November 20, 1998 the closing highest bid price for the Common Stock as reported
by NASDAQ was $1.50 per share and the closing lowest asked price was $1.75.
Also on November 20, 1998, the best bid price for the Warrants was $.4375 per
Warrant and the best ask price was $.625 per Warrant.
Holders on November 20, 1998, the number of shareholders of record was
-------
1,932.
Dividends. The Company has not paid any cash dividends since its
---------
inception. The Company anticipates that all earnings will be retained for the
development of its business and that no cash dividends on its Common Stock will
be paid in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Introduction
This discussion summarizes the significant factors affecting the operating
results, financial condition, and cash flows of Double Eagle Petroleum and
Mining Company, for the three-year period ended August 31, 1998. This
discussion should be read in conjunction with the Letter to Stockholders,
Financial Statements and Notes to Financial Statements included in this Annual
Report on Form 10-KSB.
14
<PAGE>
Overview
During fiscal 1998, the Company experienced an increase in production of
approximately 13% as measured by barrel of oil equivalents, a decline in the
sales price of oil, and rising costs and expenses. These factors resulted in a
net loss for the year.
Operating Results
Revenues from oil and gas sales increased from 1997 to 1998, and from 1996
to 1997. While the increase in oil and gas sales revenue from 1996 to 1997
measured 52%, the increase from 1997 to 1998 measured just 7%. In each of fiscal
1998 and fiscal 1997, the Company increased production of oil and gas, as
measured by barrel of oil equivalents (BOE's), over the prior year, however,
this increase in production in 1998 was offset by a decline in oil pricing.
Gas pricing increased over the previous year, however, this increase in price
was not sufficient to offset the decline in oil pricing. Contributing to the
increase in BOE's was the completion of the Federal #1-6 well in the James Creek
field in September, 1997. The Company also benefited from production for a full
year on the Waltman #21-19 well, which was completed in fiscal year 1997, and an
increase in production on the Marianne Field as a result of a compressor
installed during the prior fiscal year.
Sales of nonproducing leases declined in 1998 from 1997 by 78%, as compared
to an increase in 1997 over 1996 of 87%. The Company's strategy is to develop
and market oil and gas prospects, and to participate in the drilling of wells.
The Company will continue to sell nonproducing leases as a means to generate
cash flow and reduce its lease inventory in order to be able to focus attention
on utilizing resources in drilling rather than lease acquisition.
Costs and expenses increased by $504,968, or 70% in 1998 over 1997.
Contributing to this increase was the non-cash impairment of producing
properties of $208,000, which occurred as the Company wrote-down the carrying
amount of the State 1-36 and the Graham #2 wells. Future revenues anticipated
from these wells were not expected to recover the carrying value of the wells.
Also contributing to the increase in costs and expenses were increased
production costs and production taxes as a result of the increase in production.
General and administrative expenses increased by $199,000, primarily due to
increases in expenditures for shareholder relations, legal and accounting fees.
Costs and expenses increased 8% in 1997 over 1996, due primarily to
moderate increases in exploration expenses, general and administrative expenses,
and increases in depreciation and depletion expenses.
As a result of the factors described above, the Company incurred a pre-tax
loss of $466,000 in 1998 as compared with pre-tax income in 1997 of $191,000,
and a pre-tax loss of $24,000 for 1996.
During fiscal 1998, following the Company's strategy of acquiring non-
current assets with equity and conservative amounts of long-term debt, Double
Eagle utilized approximately $523,000 of the proceeds it received from the
issuance of common stock during fiscal 1997 in the purchase and development of
producing properties. In addition, the Company expended $87,000 in the purchase
of nonproducing leases. These acquisitions, coupled with the loss incurred from
operations, decreased working capital by $716,000 at the end of fiscal year 1998
as compared to the end of fiscal year 1997.
15
<PAGE>
Operating activities consumed $180,000 of cash during 1998, as compared to
providing cash of $37,000 in 1997 and $38,000 in 1996. Management is currently
eliminating those expenditures it feels are non-essential.
The Company continued its strategy of increasing its holdings of oil and
gas properties, increasing its capitalized position in those assets by $597,000
in 1998, $498,000 in 1997, and $505,000 in 1996. The increase in capitalized
expenditures were primarily in support of the Company's goal to grow reserves,
production and revenues, through low risk developmental drilling, workovers, and
acquisitions.
The Company utilizes a $350,000 line of credit arrangement in meeting its
short-term operating needs. At the end of fiscal years 1998 and 1997, the
Company had no amounts due on the line of credit.
The Company continues with its conservative financing objective of
maintaining a low-debt balance sheet. Current liabilities at August 31, 1998
were $76,000 less than for the prior year. At the end of fiscal year 1998,
current liabilities were $101,000, compared with current liabilities of $177,000
at the end of fiscal year 1997. The Company had no long-term debt during either
fiscaManagement8believes.that the Company will be able to meet projected cash
needs for operations, ordinary capital expenditures, and other business purposes
from cash flows and the utilization of long-term debt financing. Double Eagle's
primary financing objective is to maintain a conservative balance sheet, defined
as using appropriate levels of equity and long-term debt to finance noncurrent
assets and permanent working capital needs.
Year 2000 Compliance
Year 2000 compliance is the ability of computer hardware and software to
respond to the problems posed by the fact that computer programs traditionally
have used two digits rather than four digits to define an applicable year. As a
consequence, 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
interruption of operations, including temporary inability to perform accounting
functions and to send joint invoices and delays in the receipt of payments from
purchasers of oil and gas production. The Company is currently working with a
computer consultant to review the Company's computers and software. The review
of three of the Company's four computers has been completed and minor Year 2000
issues have been resolved. The Company believes that the review of the fourth
computer will be completed in the second quarter of fiscal 1999. The Company
believes that the costs of this review and making the Company's systems Year
2000 compliant will not be material.
The Company has sent inquiries to each customer that purchases more than
10% of the Company's production to determine their Year 2000 compliance.
Failure of customers to be Year 2000 compliant may lead to delays in payments to
the Company for production and lost revenue to the Company. The Company intends
to complete its review of customer compliance in the second quarter fiscal 1999.
Upon the completion of the Company's Year 2000 review, the Company intends
to develop a contingency plan to address potential Year 2000 problems.
16
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
ITEM 7. FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
Index
Page
Numbers
(1) Report of Independent Certificed Public Accountants F-1
Financial Statements:
Balance Sheets as of August 31, 1998 and 1997 F-2
Statements of Operations for the years ended
August 31, 1998, 1997, and 1996 F-3
Statements of Stockholders' Equity for the years
ended August 31, 1998, 1997, and 1996 F-4
Statements of Cash Flows for the years ended
August 31, 1998, 1997, and 1996 F-5
Notes to Financial Statements F-6 - F-11
(2) Supplemental Oil and Gas Information (Unaudited) F-12 - F-14
F-1(a)
<PAGE>
-------------------------------------------------------
HOCKER, LOVELETT, HARGENS & SKOGEN, P.C.
----- --------- --------- ------- ------
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Stockholders and Board of Directors
Double Eagle Petroleum and Mining Company
We have audited the balance sheets of Double Eagle Petroleum and Mining Company
as of August 31, 1998 and 1997, and the related statements of operations,
changes in stockholders' equity, and cash flows for the years ended August 31,
1998, 1997 and 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 audits.
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 amount 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 Double Eagle Petroleum and
Mining Company as of August 31, 1998 and 1997, and the results of its operations
and its cash flows for the years ended August 31, 1998, 1997 and 1996, in
conformity with generally accepted accounting principles.
/S/ Hocker, Lovelett, Hargens & Skogen, P.C.
Casper, Wyoming
October 22, 1998
F-1
<PAGE>
<TABLE>
<CAPTION>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
BALANCE SHEETS
August 31, 1998 and 1997 1998 1997
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 97,429 $ 868,313
Accounts receivable 156,174 177,431
Total Current Assets 253,603 1,045,744
PROPERTIES AND EQUIPMENT
Undeveloped properties 602,359 528,481
Developed properties 4,051,469 3,528,257
Corporate and other 253,238 239,387
4,907,066 4,296,125
Less accumulated depreciaiton, depleiton and amortization 2,016,359 1,640,260
Net Properties and Equipment 22,890,707 12,655,865
INVESTMENTS AND OTHER ASSETS
Gas balancing arrangement 82,277 82,277
Investments 125 125
Other 36,500 11,500
Total Other Assets 118,902 93,902
TOTAL ASSETS $ 3,263,212 $ 3,795,511
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 70,852 $ 147,396
Accrued production taxes 29,743 29,301
Line of credit arrangement - -
Total Current Liabilities 100,595 176,697
DEFERRED INCOME TAXES - 45,294
Total Liabilities 100,595 221,991
STOCKHOLDERS' EQUITY
Common stock, $.10 par value; 10,000,000 shares authorized; issued
and outstanding 3,932,651 shares in 1998 and 3,880,651 in 1997 393,262 388,062
Capital in excess of par value 2,126,625 2,122,450
Retained Earnings 642,730 1,063,008
Tota Stockholders' Equity 3,162,617 3,573,520
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,263,212 $ 3,795,511
<FN>
See accompanying notes to financial statements.
</TABLE>
F-2
<TABLE>
<CAPTION>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
STATEMENTS OF OPERATIONS
For the years ended August 31, 1998, 1997 and 1996 1998 1997 1996
<S> <C> <C> <C>
Revenues
Oil and gas sales $ 680,734 $ 633,797 $ 417,114
Sales of nonproducing leases 53,200 242,744 130,000
Other income 5,259 16,644 98,063
Total Revenues 739,193 893,185 645,177
Costs and Expenses
Production costs 104,429 76,875 79,532
Production taxes 78,113 57,634 41,750
Exploration expenses 183,279 139,776 113,059
Write offs and abandonments 12,115 10,635 64,419
General and administrative 463,869 265,006 243,035
Impairment of producing properties 208,273 135,54- 106,90-
Cost of nonproducing leases sold 4,475 31,942 14,439
Total Costs and Expenses 1,222,378 717,410 663,134
(Loss) Income from Operations (483,185 ) 175,775 (17,957 )
Other Income (Expenses)
Interest income 20,147 29,765 4,474
Interest expense (2,534 ) (11,575 ) (10,594 )
Other expense - (2,983 ) -
17,613 15,207 (6,120 )
(Loss) Income before Income Taxes (465,572 ) 190,982 (24,077 )
Income Tax Expense (Credit) 45,294 28,155 (2,934 )
Net (Loss) Income $ (420,278 ) $ 162,827 $ (21,143 )
(Loss) Income per Common Share - Basic & Diluted $ (.11 ) $ .05 $ (.01 )
Weighted Average Number
of Shares Outstanding 3,901,024 3,527,546 2,712,371
SeeNaccompanying notes to financial statements.
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended August 31, 1998, 1997, and 1996
Additional Total
Outstanding Common Paid In Retained Stockholders'
Shares Stock Capital Earnings Equity
<S> <C> <C> <C> <C> <C>
Balance at,
August 31, 1995 2,712,401 $ 271,237 $ 886,254 $ 921,324 $ 2,078,815
Net Loss - - - (21,143 ) (21,143 )
Balance at,
August 31, 1996 2,712,401 $ 271,237 $ 886,254 $ 900,181 $ 2,057,672
Net Income - - - 162,827 162,827
Common Stock
Issued 1,168,250 116,825 1,236,196 - 1,353,021
August 31, 1997 3,880,651 $ 388,062 $ 2,122,450 $ 1,063,008 $ 3,573,520
Net Loss - - - (420,278 ) (420,278 )
Repurchase of
Common Stock (30,000 ) (3,000 ) (49,500 ) - (52,500 )
Common Stock Issued 82,000 8,200 53,675 - 61,875
Balance at
August 31, 1998 3,932,651 $ 393,262 $ 2,126,625 $ 642,730 $ 3,162,617
<FN>
See accompanying notes to financial statements.
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
STATEMENTS OF CASH FLOWS
For the Years ended August 31, 1998, 1997 and 1996 1998 1997 1996
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net (loss) income $ (420,278 ) $ 162,827 $ (21,143 )
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation, depletion and impairments 376,099 135,542 106,900
Abandonments and loss on investments 13,310 19,058 69,377
Gain on sale of nonproducing leases (48,725 ) (210,802 ) (115,561 )
Deferred taxes (45,294 ) 28,155 (2,934 )
Changes in operating assets and liabilities:
Accounts receivable 21,257 (57,966 ) (78,128 )
Accounts payable (76,544 ) (38,078 ) 75,042
Accrued production taxes 442 (1,332 ) 4,733
Net cash (used in) provided by operating activities (179,733 ) 37,404 38,286
Cash Flows from Investing Activities
Proceeds from sales of properties 53,200 242,744 130,000
Purchase of investments (25,000 ) (34,110 ) -
Purchase of properties (628,726 ) (563,709 ) (603,708 )
Net cash (used in) investing activities (600,526 ) (355,075 ) (473,708 )
Cash Flows from Financing Activities
Issuance of common stock 9,375 1,524,571 -
Stock offering costs paid - (116,320 ) (41,731 )
Purchase of employee stock options - (13,499 ) -
Net borrowings (repayments) under line of
credit arrangement - (250,000 ) 250,000
Net cash provided by financing activities 9,375 1,144,752 208,269
(Decrease) Increase in Cash and Cash Equivalents (770,884 ) 827,081 (227,153 )
Cash and cash equivalents at beginning of year 868,313 41,232 268,385
Cash and cash equivalents at end of year $ 97,429 $ 868,313 $ 41,232
Supplemental Disclosures of Cash and Non-Cash
Transactions
Cash paid during the year for Interest $ 2,534 $ 11,575 $ 10,594
Repurchase and Issuance of Common Stock $ 52,500 $ - $ -
<FN>
See accompanying notes to financial statements.
</TABLE>
F-5
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
1.Summary of Significant Accounting Policies
Nature of Business
Double Eagle was incorporated under Wyoming law in 1972 for the purpose of
exploration, development, and production of oil, gas and other minerals in
the Rocky Mountain region of the United States. Its oil and gas production
is sold to major companies of the petroleum industry under terms requiring
payment within sixty days. The prices received for its oil and gas are very
volatile due to economic conditions within the industry. Income from mineral
production is nominal and received in the form of minimum annual royalties.
Accounting for Oil and Gas Activities
Double Eagle uses the successful efforts method of accounting for oil and gas
producing activities. Under this method, acquisition costs for proved and
unproved properties are capitalized when incurred. Exploration costs,
including geological and geophysical costs, the costs of carrying and
retaining unproved properties and exploratory dry hole drilling costs, are
expensed. Development costs, including the costs to drill and equip
development wells, and successful exploratory drilling costs that locate
proved reserves, are capitalized. In addition, the Company limits the total
amount of unamortized capitalized costs to the value of future net revenues,
based on current prices and costs.
Depreciation, depletion and amortization
Depreciation and depletion of the capitalized costs for producing oil and
gas properties are provided by the unit-of-production method based on proved
oil and gas reserves. Uncompleted wells and equipment are reflected at the
Company's incurred cost and represent costs of drilling and equipping oil and
gas wells that are not completed as of the balance sheet date. The costs of
unproved leases which become productive are reclassified to proved properties
when proved reserves are discovered in the property. Unproved oil and gas
interests are carried at original acquisition costs including filing and
title fees.
Zeolite properties include the original costs to acquire and stake the claims
and the preliminary evaluation and development costs which are necessary
prior to commencement of the mining operations. Subsequent to the time that
zeolite mines reach operational status, all operational expenditures are
charged to expense in the period incurred.
Office facilities and equipment are recorded at cost. Depreciation of office
methodsioverntheqestimatedsusefuldlivesiof s7rtog40-yearsaforaofficeated
facilities and 5 to 7 years for office equipment.
Maintenance, repairs and renewals which neither materially add to the value
of the property nor appreciably prolong its life are charged to expense as
incurred.
Cash and Cash Equivalents
For purposes of preparing the statement of cash flows, currency on hand,
demand deposits, money market accounts, treasury bills and certificates of
deposits with short-term maturities are considered to be cash and cash
equivalents.
F-6
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS (continued)
1.Summary of Significant Accounting Policies (continued)
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 and 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.
Income taxes
Income taxes are determined under an asset and liability approach. The
theobalanceesheet.ffThisiapproachdgives considerationftortheifuturettaxs on
consequences associated with differences between financial accounting and tax
bases of assets and liabilities. These differences relate to items such as
depreciable and depletable properties, exploratory and intangible drilling
costs, and non-producing leases.
Gas Balancing Arrangement
In accordance with EITF 90-22, the gas-balancing arrangement is accounted for
by the entitlements method. The Company has reflected sales revenue and a
corresponding receivable for its proportionate share of the gas sold by
Amoco. The receivable is valued at the lower of the price in effect at the
time of production or the current market value.
Net (Loss) Income per Share
Basic net income per share of common stock is based on the weighted average
number of shares outstanding during the year. Diluted net (loss) income per
share reflects the potential dilution from the exercise of stock options.
Stock-Based Compensation
The Company accounts for stock options using Accounting Principles Board
Opinion No 25 (APB 25).
Reclassifications
Certain accounts in the prior-year financial statements have been
reclassified for comparative purposes to conform with the presentation in the
current year financial statements. These reclassifications have no effect on
net income or stockholders' equity.
F-7
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
2.Gas Balancing Arrangement
The Company has a .1% to 3.5% ownership in various producing gas wells which
are located in a unitized field operated by a major oil company. At the end
of fiscal year 1992-93, there was an imbalance, caused by the gas purchasing
company recognizing purchase contracts with certain, but not all, interest
owners in the field while it continued to take all gas produced. The
Company's portion of the underbalance is estimated to be approximately 70,000
mcfs. The imbalance is being carried on the balance sheet of the Company at
the lower of the value at the date of the imbalance or current market prices.
The Company is actively pursuing payment or settlement for its share of the
imbalance.
3.Financial Instruments
The following disclosures on the estimated fair value of financial
instruments are presented in accordance with SFAS 107 "Disclosure about Fair
Value of Financial Instruments". Fair value, as defined in SSFAS 107, is the
amount at which the instrument could be exchanged currently between willing
parties. The Company invests its surplus cash in Treasury Bills with
maturities from thirteen to twenty six weeks. The Bills are expected to be
held to maturity and are stated at amortized cost. Because of the short term
of the investments, estimated fair values approximate amortized costs. The
carrying amounts for trade receivables and payables are considered to be
their fair values. The difference between the carrying amounts and the
estimated fair market values of the Company's other financial instruments at
August 31, 1998 and 1997 were immaterial.
4.Income Taxes
The income tax expense (credit) amounts reported on the income statement are
composed entirely of deferred income taxes. The tax effects of temporary
differences that gave rise to significant portions of the deferred tax
liabilities and deferred tax assets as of August 31, 1998 and 1997 were as
follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Deferred tax assets:
Asset impairments $ 31,241 $ -
Net operating loss carryforwards 122,005 88,138
Lease bonuses - 4,791
153,246 92,929
Deferred tax liabilities:
Intangible drilling costs $ 136,702 $ 136,461
1st year federal lease rentals 1,481 1,762
138,183 138,223
Net deferred tax assets (liabilities) 15,063 (45,294 )
Valuation allowance: (15,063 ) -
Net deferred tax assets (liabilities) $ - $ (45,294 )
</TABLE>
At August 31, 1998, the Company has a net operating loss carryforward for
regular income tax reporting purposes of $848,000 which will begin expiring
in 2007. In addition, the Company has investment tax credits of $14,516
which expire beginning in 1999.
F-8
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS (continued)
5.Impairment of Long-Lived Assets
In accordance with the provisions of SFAS 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Live Assets to be Disposed Of, the Company
reviews the carrying values of its long-lived assets whenever events or
changes in circumstances indicate that such carrying values may not be
recoverable. SFAS 121 requires that an impairment loss be recognized when
the carrying amount of an asset exceeds the sum of the undiscounted
estimated future cash flows of the asset. As a result of the provisions of
SFAS 121, the Company recognized a non-cash charge on producing properties
during the fourth quarter of fiscal 1998 of $208,273.
6.Common Stock and Stock Options
Stock option plans approved by the stockholders provide for granting of
options to employees for purchase of common stock generally at prices between
the "bid" and "ask" prices at the time of grant. Generally, options granted
expire three years after the date of grant. The changes in the outstanding
stock options during the three years ended August 31, 1998, 1997, and 1996
are summarized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
Wt. Avg. Wt. Avg. Wt. Avg.
Shares Ex. Pr. Shares Ex. Pr. Shares Ex. Pr.
<S> <C> <C> <C> <C> <C> <C>
Beginning of year 285,000 $ 1.590 200,000 $ .917 200,000 $ .919
Granted 240,000 1.540 165,000 2.080 60,000 1.180
Exercised (70,000 ) .750 (50,000 ) .875 - -
Purchased - - (30,000 ) .935 - -
Expired (95,000 ) 2.590 - - (60,000) 1.188
End of year 360,000 $ 1.424 285,000 $ 1.590 200,000 $ .917
</TABLE>
There were 1,218,250 warrants outstanding as of August 31, 1998. One share
of common stock can be purchased at a price of $3.00 with each warrant. The
warrants expire December 17, 2001.
In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation". As permitted by FAS 123, the Company continues to apply the
recognition and measurement provisions of Accounting Principals Board Opinion
No. 25, " Accounting for Stock Issued to Employees". Had compensation
expense been determined for stock options granted in 1998, 1997 and 1996,
based on the fair values at grant dates consistent with SFAS No. 123, the
Company's pro forma 1998 net loss and loss per share - basic and diluted
would have been $(546,315) and $(.14) respectively, and 1997 net income and
earnings per share - basic and diluted would have been $68,871, and $.02,
respectively, and 1996 net loss and loss per share - basic and diluted would
have been $(88,321), and $(.03), respectively.
F9
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS (continued)
The pro forma amounts were estimated using the Black-Scholes option pricing
model with the following assumptions for 1998 and 1997:
<TABLE>
<CAPTION> 1998 1997 1996
<S> <C> <C> <C>
Weighted average expected life (years) 3.0 1.9 3.0
Expected volatility 92 % 80 % 142 %
Risk free interest rate 5.50 % 5.55 % 5.50 %
Weighted average fair value of options granted $ 1.15 $ .48 $ 1.12
</TABLE>
7. Short-Term Debt
The company maintains a $350,000 unsecured short-term line of credit with a
bank which the Company utilizes as part of its cash management program. The
interest rate on the line of credit is at /% over New York Prime Rate. There
were no amounts outstanding under this line of credit at August 31, 1998 and
1997.
8. Net (Loss) Income per Share
During fiscal year 1998, the Company adopted SFAS No. 128, "Earnings Per
Share," which requires the reporting of both basic and diluted earnings per
share. Earnings per share - basic is computed by dividing income available
to common shareholders by the weighted average number of common shares
outstanding for the period. Earnings per share - diluted reflects the
potential dilution that could occur if options or other contracts to issue
common stock were exercised or converted into common stock. Prior periods
have been restated to reflect the new standard.
The following is a reconciliation of net income to net income per share -
basic and diluted for the three years ended August 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
(shares in thousands) 1998 1997 1996
<S> <C> <C> <C>
Net (loss) income in thousands $ (421 ) $ 163 $ (21 )
Average shares outstanding - basic 3,901 3,500 2,712
Dilutive effect of stock options - 28 -
Diluted shares outstanding 3,901 3,528 2,712
Net (loss) income per share - basic and diluted $ (.11 ) $ .05 $ (.01 )
</TABLE>
F-10
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS (continued)
9.Commitments and Contingencies
Concentration of Credit Risk and Major Customers
The Company invests its cash primarily in deposits with major banks. Certain
deposits may, at times, be in excess of federally insured limits ($30,406 and
$447,383 at August 31, 1998 and 1997, respectively). The Company has not
incurred losses related to such cash balances.
Sales to major unaffiliated customers (customers accounting for 10 percent of
more of gross revenue), all representing purchasers of oil and gas, for each
of the years ended August 31, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Customer A $ 96,695 $ 227,299 $ 205,313
Customer B - 84,419 58,131
Customer D 73,104 - -
Customer E 113,109 - -
</TABLE>
Contingencies
The Company is subject to extensive federal, state, and local environmental
laws and regulations. These requirements, which change frequently, regulate
the discharge of materials into the environment. The Company believes it is
in compliance with existing laws and regulations.
10. Employee Benefit Plan
The Company maintains a Simple Employee Pension Plan covering substantially
all employees meeting minimum eligibility requirements. Employer
contributions are determined solely at management's discretion. Employer
contributions for the years ended August 31, 1998, 1997 and 1996 were
$11,035, $-0-, and $-0-, respectively.
F-11
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)
Oil and Gas Reserves
The information presented below regarding the Company's oil and gas reserves was
prepared by the Company's geologist. All reserves are located within the
continental United States.
Proved oil and gas reserves are the estimated quantities of crude oil, natural
with reasonablelcertaintyito beirecoverableainafutureiyearsnfromtknownonstrate
reservoirs under existing economic and operating conditions. Proved developed
oil and gas reserves are those expected to be recovered through existing wells
with existing equipment and operating methods. The determination of oil and gas
reserves is highly complex and interpretive. The estimates are subject to
continuing changes as additional information becomes available
Estimated net quantities of proved developed reserves of oil and gas for the
years ended August 31, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Natural Gas (Thousands of cubic feet) 1998 1997 1996
<S> <C> <C> <C>
Beginning of year 2,757,188 2,082,591 1,935,164
Revisions of prior estimates 9,135 (45,610 22,940
Discoveries 1,026,311 507,710 50,500
Purchases of reserves in place - 435,125 214,166
Production (284,648 (222,628 (140,179
End of year 3,507,986 2,757,188 2,082,591
</TABLE>
<TABLE>
<CAPTION>
Oil (Barrels) 1998 1997 1996
<S> <C> <C> <C>
Beginning of year 180,526 188,580 95,383
Revisions of prior estimates (79,024) 3,000 110,049
Discoveries - 20 500
Purchases of reserves in place - 6,257 -
Production (10,591) (17,331) (17,352)
End of year 90,911 180,526 188,580
</TABLE>
Capitalized Costs Relating to Oil and Gas Producing Activities
The aggregate amount of capitalized costs relating to crude oil and natural gas
producing activities and the aggregate amount of related accumulated
depreciation, depletion and amortization at August 31, 1998, 1997 and 1996 are
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Proved properties 4,051,469 3,528,257 3,009,326
Unproved properties 602,359 528,481 548,913
4,653,828 4,056,738 3,558,239
Accumulated depreciation and depletion 1,884,862 1,521,590 1,405,313
Net capitalized costs 2,768,966 2,535,148 2,152,926
</TABLE>
F-12
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)
Costs incurred in Oil and Gas Property Acquisitions, Exploration and Development
Coststincurred in property acquisitions, exploration, and development activities
for the years ended August 31, 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Property acquisitions - proved 10,593 132,703 123,440
Property acquisitions - unproved 87,188 147,576 27,834
Exploration 195,394 150,411 177,478
Development 512,619 265,796 436,855
Total 805,794 696,486 765,607
</TABLE>
Results of Operations from Oil and Gas Producing Activities
The results of operations for the Company's oil and gas producing activities for
the years ended August 31, 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Operating revenues 680,734 633,797 417,114
Costs and expenses
Production 182,542 134,509 121,282
Exploration 195,394 150,411 177,478
Depreciation, depletion and impairment 359,702 119,846 97,453
737,638 404,766 396,213
Income (loss) before Income Taxes (56,904) 229,031 20,901
Income Tax Expense (Benefit) (8,536) 28,155 (2,934)
Results of operations (48,368) 200,876 23,835
</TABLE>
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil
and Gas Reserves
The following information has been developed utilizing procedures prescribed by
SFAS 69 "Disclosures About Oil and Gas Producing Activities" and based on
natural gas and crude oil reserves and production volumes estimated by the
Company. It may be useful for certain comparison purposes, but should not be
solely relied upon in evaluating the Company or its performance. Further,
information contained in the following table should not be considered as
representative or realistic assessments of future cash flows, nor should the
Standardized Measure of Discounted Future Net Cash Flows be viewed as
representative of the current value of the Company.
The Company believes that the following factors should be taken into account in
reviewing the following information: (1) future costs and selling prices will
probably differ from those required to be used in these calculations; (2) due to
future market conditions and governmental regulations, actual rates of
production achieved in future years may vary significantly from the rate of
production assumed in these calculations; (3) selection of a 10% discount rate
is arbitrary and may not be reasonable as a measure of
F-13
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil
the relativerrisk(inherentdin realizing future net oil and gas revenues; and (4)
future net revenues may be subject to different rates of income taxation.
Under the Standardized Measure, future cash inflows were estimated by applying
year-end oil and gas prices to the estimated future production of year-end
proved reserves. Futures cash inflows were reduced by estimated future
development and production costs based upon year-end costs in order to arrive at
net cash flow before tax. Future income tax expense has been computed by
applying year-end statutory rates to future pretax net cash flows and the
utilization of net operating loss carryforwards. Use of a 10% discount rate is
required by SFAS 69.
Management does not rely solely upon the following information in making
investment and operating decisions. Such decisions are based upon a wide range
of factors, including estimates of probable as well as proved reserves, and
varying price and cost assumptions considered more representative of a range of
possible economic conditions that may be anticipated.
Standardized Measure is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Future cash inflows 7,805,256 7,113,621 6,455,189
Futures production and development costs (2,125,037) (1,581,564) (1,595,675)
Future income taxes (1,580,386) (1,680,979) (1,360,515)
Future net cash flows 4,099,833 3,851,078 3,498,999
10% annual discount rate (1,229,950) (1,155,323) (1,049,700)
Discounted future net cash flows 2,869,883 2,695,755 2,449,299
</TABLE>
The following is an analysis of the changes in the Standardized Measure:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Balance, beginning of the year 2,695,755 2,449,299 863,312
Sales, net of production costs (498,192) (499,288) (295,832)
Net changes in prices and production costs 437,531 177,501 304,917
Discoveries and purchase of reserves in place 1,360,628 851,438 183,900
Development costs incurred (512,619) (548,910) (737,773)
Revisions of previous quantity estimates (882,795) 20,785 2,044,444
Accretion of discount 269,575 244,930 86,331
Balance, end of the year 2,869,883 2,695,755 2,449,299
</TABLE>
F-14
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Directors And Executive Officers
The directors and executive officers of the Company are as follows:
[CAPTION]
<TABLE>
Name Age Positions
- ---- --- ---------
<S> <C> <C>
Stephen H. Hollis 48 Chairman Of The Board; President,
Treasurer and Director
D. Steven Degenfelder 42 Vice President
Carol A. Osborne 46 Secretary
Tom R. Creager 40 Director
William N. Heiss 46 Director
Ken M. Daraie 40 Director
</TABLE>
(1) The Company has agreed to cause Thomas J. Vessels to be elected to the Board
of Directors. See "Item 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."
Stephen H. Hollis has served as the President and Chief Executive Officer of
the Company since January 1994 and previously served as a Vice-President of the
Company from December 1989 through January 1994. Mr. Hollis has served as a
Director of the Company since December 1989. Mr. Hollis has served as the Vice-
President of Hollis Oil & Gas Co., a small oil and gas company, since January
1994 and served as the President of Hollis Oil & Gas Co. from June 1986 through
January 1994. Mr. Hollis was a geologist for an affiliate of United Nuclear
Corporation from 1974 to 1977 and a consulting geologist from 1977 to 1979. In
1979, Mr. Hollis joined Marathon Oil Company and held various positions until
1986, when he founded Hollis Oil & Gas Co. Mr. Hollis is a past President of
the Wyoming Geological Assocition. Mr. Hollis received a B.A. Degree in
Geology from the University of Pennsylvania in 1972 and a Masters Degree in
Geology from Bryn Mawr College in 1974.
Mr. Degenfelder has served as Vice-President of the Company since February
1998. Mr. Degenfelder began his career in the oil and gas business as a
roustabout in the oil fields of southeast New Mexico. After graduating from
30
<PAGE>
college he held various land positions with Marathon Oil Company from 1979 to
1981, Paintbrush Petroleum Corporation from 1981 to 1985, Tyrex Oil Company from
1985 to 1995 and the Wyoming Office of State Lands and Investments from 1995 to
1997. Mr. Degenfelder is a Certified Professional Landman and received his
degree in Business Administration from Texas Tech University in 1979. He is a
member of the American Association of Professional Landmen and is past president
of the Wyoming Association of Professional Landmen.
Carol A. Osborne has served as the Secretary of the Company since January 1996
and previously served as the Assistant Secretary of the Company from December
1989 until January 1996. In addition, Ms. Osborne has served as the Company's
Office Manager since 1981.
Tom R. Creager has served as a Director of the Company since January 1996.
Since October 1991, Mr. Creager has been President and Senior Portfolio Manager
with Pinnacle West Asset Management, Inc., a firm engaged in investment
management and research and as a consultant to CPA Consulting Group, P.C.
working in the areas of taxation, business and financial consulting. From 1985
to 1991, he worked in public accounting primarily in income tax areas. Mr.
Creager has served as a Director of Hollis Oil & Gas Co. since July 1989. From
1983 until 1985, Mr. Creager was employed by an oil and gas contractor and
supply company as corporate controller. Mr. Creager received a B.A. Degree in
AcWilliamgN.rHeissehasiservedyasfaWDirectornof9the Company since January 1996.
Mr. Heiss owned a mineral brokerage business until 1981, when he went into
private law practice, emphasizing mineral and real property law. Mr. Heiss has
served as a Director and the Secretary of Hollis Oil & Gas Co. since 1987 and as
President since January 1994. He is a member of the Rocky Mountain Mineral Law
Foundation, and the Natrona County and Wyoming Bar Associations. Mr. Heiss
received a B.A. Degree in mathematics from Indiana University in 1970 and a J.D.
degree from the University of Wyoming in 1978.
Ken M. Daraie has served as a Director of the Company since February 1997.
Mr. Daraie began his career with Sun Exploration and Production Co. as a
Petroleum Engineer from 1982 to 1990. In 1990, he joined Conoco, Inc., in
Casper, where he held engineering positions until 1994. From 1994 to 1995, Mr.
Daraie worked for the Fluor Daniel Corporation and Barlow & Haun, Inc. as
Project Manager and General Manager, respectively. In 1995, Mr. Daraie founded
Continental Industries, LC, an independent oil and gas production/service
company, where he currently serves as President. Mr. Daraie is a past Chairman
of the Board of Energy West Federal Credit Union and currently serves on the
Casper Planning and Zoning Commission. Mr. Daraie received a Bachelor's Degree
in Physics from Baylor University in 1979 and a Bachelor of Science Degree in
Petroleum Engineering from the University of Texas in 1982.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers, and
holders of more than 10% of the Company's Common Stock to file with the
Securities And Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
The Company believes that during the fiscal year ended August 31, 1998, its
officers, directors and holders of more than 10% of its outstanding Common Stock
statements,tthelCompanyohas6reliedluponrtheiwritten.representationssof its
directors and officers.
31
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth in summary form the compensation received
during each of the Company's last three completed fiscal years by each of the
Company's Chief Executive Officer and President. No employee of the Company
received total salary and bonus exceeding $100,000 during any of the last three
fiscal years.
Annual Compensation
<TABLE>
<CAPTION>
Long-Term Other Annual
Name and Fiscal Year Salary Bonus Compensation- Compen-
Principal Position Ended ($)(1) ($) Options (#) sation ($)
- -------------------- ---------- ---------- ----- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Stephen H. Hollis, Chief 1998 $72,000 $20,100 50,000 -0-
Executive Officer and
President 1997 $72,000 -0- 50,000 -0-
1996 $53,700 -0- 70,000 -0-
__________________
</TABLE>
(1) The dollar value of base salary (cash and non-cash) received.
Option Grants Table
The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended August 31, 1998 to the Company's
Chief Executive Officer and President. See "Stock Option Plans".
Option Grants For Fiscal Year Ended August 31, 1998
---------------------------------------------------
<TABLE>
<CAPTION>
% of Total
Options Granted
Options to Employees in Exercise or Base
Name Granted (#) Fiscal Year Price ($/Sh) Expiration
- ---- ----------- ----------- ------------ ----
<S> <C> <C> <C> <C>
Stephen H. Hollis, 50,000 45.5% $1.75 1/23/2001
Chief Executive
Officer and President
</TABLE>
32
<PAGE>
Aggregated Option Exercises And Fiscal Year-End Option Value Table.
The following table sets forth information concerning each exercise of stock
options during the fiscal year ended August 31, 1998 by the Company's Chief
Executive Officer and President, and the fiscal year-end value of unexercised
options held by the Chief Executive Officer and President.
Aggregated Option Exercises
For FiAndlYear-EnddOptionuValues 1998
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at In-The-Money
Fiscal Options at
Year-End Fiscal Year-End
Shares (#)(3) ($)(4)
Acquired on Value
Exercise (#) Realized Exercisable/ Exercisable/
------------ --------
Name (1) ($)(2) Unexercisable Unexercisable
- ----- ----- ---------- ------------- ---------------
<S> <C> <C> <C> <C>
Stephen H. Hollis, 70,000 $70,000 150,000/0 $22,250/$0
Chief Executive
Officer and
President
</TABLE>
____________________
(1) The number of shares received upon exercise of options during the fiscal
year ended August 31, 1998.
(2) With respect to options exercised during the Company's fiscal year ended
August 31, 1998, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the
date of the exercise of the options.
(3) The total number of unexercised options held as of August 31, 1998
separated between those options that were exercisable and those options
(4) tFor alleunexercisedsoptions held as of August 31, 1998, the aggregate
dollar value of the excess of the market value of the stock underlying
those options over the exercise price of those unexercised options, based
on the bid price of the Company's Common Stock on August 31, 1998. The
closing bid price for the Company's Common Stock on August 31, 1998 was
$1.50 per share.
33
<PAGE>
Stock Option Plans
The 1993 Stock Option Plan. In November 1992, the Board Of Directors of the
--------------------------
Company approved the Company's Stock Option Plan (1993) (the "1993 Plan"), which
subsequently was approved by the Company's stockholders. Pursuant to the 1993
Plan, the Company may grant options to purchase an aggregate of 200,000 shares
of the Company's common stock to key employees of the Company, including
officers and directors who are salaried employees who have contributed in the
past or who may be expected to contribute materially in the future to the
successful performance of the Company. The options granted pursuant to the 1993
Plan are intended to be incentive options qualifying for beneficial tax
treatment for the recipient. The 1993 Plan is administered by an option
committee that determines the terms of the options subject to the requirements
of the 1993 Plan. At August 31, 1998, options to purchase 170,000 shares were
outstanding under the 1993 Plan. As a result, options to purchase an additional
30,000 shares could be granted under the 1993 Plan.
The 1996 Stock Option Plan. In May 1996, the Board of Directors of the
--------------------------
Company approved the Company's 1996 Stock Option Plan (the "1996 Plan"), which
subsequently was approved by the Company's stockholders. Pursuant to the 1996
Plan, the Company may grant options to purchase an aggregate of 200,000 shares
of the Company's common stock to key employees, directors, and other persons who
have or are contributing to the success of the Company. The options granted
beneficialotaxetreatmentnforythe recipientcortnon-qualifieduoptions. fThe 1996
Plan is administered by an option committee that determines the terms of the
options subject to the requirements of the 1996 Plan. At August 31, 1998,
options to purchase 180,000 shares of Common Stock were outstanding under the
1996 Plan and options to purchase 20,000 could be granted under the 1996 Plan.
Compensation Of Outside Directors
Directors of the Company who are not also employees of the Company ("Outside
Directors") are paid $400 for each meeting of the Board Of Directors that they
attend. In addition, each Outside Director receives 2,000 shares of Common
Stock each year. Directors also are reimbursed for expenses incurred in
attending meetings and for other expenses incurred on behalf of the Company. In
January 1998, each Outside Director was granted options to purchase 10,000
shares of Common Stock for $1.75 per share. These options expire January 23,
2001.
34
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table summarizes certain information as of November 13, 1998
with respect to the beneficial ownership of the Company's common stock (i) by
the Company's directors, (ii) by stockholders known by the Company to own 5% or
more of the Company's common stock, and (iii) by all officers and directors as a
group.
<TABLE>
<CAPTION>
As Of August 31, 1998
PerClassge Of
Name And Address Of Number Of Beneficially
Beneficial Owner Shares Owned
- -------------------- --------------- -----
<S> <C> <C>
Laudon Family Trust 380,347 9.7%
3737 West 46th
Casper, Wyoming 82604
Carol A. Osborne 40,200(1) *
Stephen H. Hollis (5) 656,900(2) 16.0%
2037 S. Poplar
Casper, Wyoming 82601
William N. Heiss (5) 388,000(3) 9.8%
Tom R. Creager(5) 361,500(4) 9.2%
Ken M. Daraie 14.000(5) *
Directors and Officers as a group 760,600(1)(2) 18.2%
(Six Persons) (3)(5)(6)
Hollis Oil & Gas Co. (5) 350,000 8.9%
</TABLE>
* Less than one percent.
(1) Includes options held by Ms. Osborne to purchase 20,000 shares for $1.375
per share that expire February 24, 2000 and options to purchase 20,000
shares for $1.75 per share that expire January 23, 2001.
(2) Includes options held by Mr. Hollis to purchase 50,000 shares for $1.18
per share that expire January 22, 1999, options to purchase 50,000 shares
for $1.375 per share that expire February 24, 2000, options to purchase
50,000 shares for $1.75 per share that expire January 23, 2001, and
Warrants to purchase 21,000 shares for $3.00 per share that expire on
December 17, 2001. In addition to 135,900 shares owned directly by Mr.
Hollis, the table above includes 350,000 shares of the Company's Common
Stock owned by Hollis Oil & Gas Co. Mr. Hollis is an officer, director
and 51 percent owner of Hollis Oil & Gas Co.
35
<PAGE>
(3) Includes 12,000 shares and Warrants to purchase 12,000 shares for $3.00
per share that expire on December 17, 2001 that are held by a trust for
which Mr. Heiss serves as trustee and of which Mr. Heiss is a
beneficiary. Also includes options to purchase 10,000 shares for $1.75
per share that expire January 23, 2001. Also includes 350,000 shares
owned by Hollis Oil & Gas Co. Mr. Heiss is an officer, director and 30%
beneficial owner of Hollis Oil & Gas Co.
(4) Includes options to purchase 10,000 shares for $1.75 per share that expire
January 23, 2001. Includes 350,000 shares of Common Stock of the Company
held by Hollis Oil & Gas Co. Mr. Creager is a director of Hollis Oil & Gas
Co.
(5) Includes options to purchase 10,000 shares for $1.75 per share that expire
January 23, 2001.
(6) The shares owned by Hollis Oil & Gas Company are shown or included as
beneficially owned five times in the table: once as beneficially owned by
Hollis Oil & Gas Company, again under the beneficial ownership of each of
Mr. Hollis, Mr. Heiss, and Mr. Creager, and also as a part of the shares
beneficially owned by Directors and Officers as a group.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and certain directors, officers and stockholders of the
Company are joint holders in proved and unproved oil and gas properties.
During the normal course of business, the Company pays or receives monies and
transactionssare immaterialninramountlwhen comparedrtoethecCompany'setotalhese
receipts and expenditures. They are accounted for as part of the normal joint
interest billing function. See also, "ITEMS 1. and 2. DESCRIPTION OF BUSINESS
AND PROPERTIES - Principal Areas Of Oil And Gas Activity - Moxa Arch",
"Washakie Basin - State 1-36 Well", "Wind River Basin -Madden Anticline", and
"Wind River Basin - Waltman Field".
In October 1998, the Company commenced a private offering of units of
Common Stock and Common Stock Purchase Warrants for $1.375 per unit. Each
unit consists of one share of Common Stock and a warrant to purchase one share
of Common Stock for $1.375 per share until October 16, 2003. The warrants are
redeemable by the Company at a price of $.001 per warrant commencing in April
2001 if the Company's Common Stock trades at a price of at least $3.00 for 20
of the 30 trading days preceding the date on which the Company gives notice of
redemption. Thomas J. Vessels committed to purchase 150,000 of the units and
the Company agreed to cause Mr. Vessels to be elected to the Board of
Directors and to nominate Mr. Vessels to serve as a director in the future.
Mr. Vessels has indicated that he will exercise his right to be elected to the
Board when the Company obtains directors and officers liability insurance.
36
<PAGE>
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) and (a)(2) Financial Statements And Financial Statement Schedules
See "ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA _ Index" on
page F-1(a)
(a)(3) Exhibits.
--------
Exhibit Index
Exhibit No. Description
----------- -----------
3.1(a) Articles Of Incorporation filed with the Wyoming Secretary Of State
on January 13, 1972 (incorporated by reference from Exhibit 3.1(a) of
the Registrant's Registration Statement on Form SB-2 filed on October
11, 1996, SEC Registration No. 333-14011).
3.1(b) Articles of Amendment of Registrant filed with the Wyoming Secretary
Of State on February 27, 1984 (incorporated by reference from Exhibit
3.1(b) of the Registrant's Registration Statement on Form SB-2 filed on
October 11, 1996, SEC Registration No. 333-14011).
3.1(c) Articles Of Amendment of Registrant filed with the Wyoming Secretary
Of State on July 9, 1996 (incorporated by reference from Exhibit 3.1(c)
of the Registrant's Registration Statement on Form SB-2 filed on
October 11, 1996, SEC Registration No. 333-14011).
3.2 Bylaws (incorporated by reference from Exhibit 3.2 of the Registrant's
Registration Statement on Form SB-2 filed on October 11, 1996, SEC
Registration No. 333-14011).
4.1 Form of Warrant Agreement concerning Common Stock Purchase Warrants
(incorporated by reference from Exhibit 4.3 of the Amendment No. 1 to
the Registrant's Registration Statement on Form SB-2 filed on November
27, 1996, SEC Registration No. 333-14011).
10.1 Agreement dated May 26, 1995 between the Registrant and Hollis Oil &
Gas Co. (incorporated by reference from Exhibit 10.1 of the
Registrant's Registration Statement on Form SB-2 filed on October 11,
1996, SEC Registration No. 333-14011).
(b) Reports On Form 8-K. During the last quarter of the fiscal year ended
--------------------
August 31, 1997, the Company filed no reports on Form 8-K.
37
<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.
DOUBLE EAGLE PETROLEUM AND MINING CO.
Date: November 19, 1998 /s/ Stephen H. Hollis
-----------------------
Stephen H. Hollis
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: November 19, 1998 /s/ Stephen H. Hollis
-----------------------
Stephen H. Hollis, Director
Date: November 19, 1998 Tom/R.oCreager,aDirector
-------------------
Date: November 19, 1998 /s/ William N. Heiss
--------------------
William N. Heiss, Director
Date: November 19, 1998 /s/ Ken M. Daraie
-----------------
Ken M. Daraie, Director
38
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<CASH> 97,429
<SECURITIES> 0
<RECEIVABLES> 156,174
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 253,603
<PP&E> 4,907,066
<DEPRECIATION> 2,016,359
<TOTAL-ASSETS> 3,263,212
<CURRENT-LIABILITIES> 100,595
<BONDS> 0
393,262
0
<COMMON> 0
<OTHER-SE> 2,769,355
<TOTAL-LIABILITY-AND-EQUITY> 3,263,212
<SALES> 739,193
<TOTAL-REVENUES> 759,340
<CGS> 0
<TOTAL-COSTS> 1,222,378
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,534
<INCOME-PRETAX> (465,572)
<INCOME-TAX> (45,294)
<INCOME-CONTINUING> (420,278)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (420,278)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
</TABLE>
