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, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-6529
DOUBLE EAGLE PETROLEUM AND MINING CO.
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(Name of small business issuer in its charter)
Wyoming 83-0214692
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 Overland Trail (P.O. Box 766) Casper, Wyoming 82602
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (307) 237-9330
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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. [X]
Issuer's revenues for the fiscal year ended August 31, 2000 were
$1,760,515.
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 22, 2000, was $19,286,279.*
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of each of the issuer's classes of common
equity as of November 20, 2000 was as follows:
$.10 Par Value Common Stock 4,848,103
*Without assuming that any of the issuer's directors or executive officers, or
the entity that owns 350,000 shares, is an affiliate, the shares of which they
are beneficial owners have been deemed to be owned by affiliates solely for this
calculation.
<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 Green River Basin 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 299 producing
wells, with oil constituting approximately 21 percent and natural gas
constituting approximately 79 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 located under
"ITEMS 1 AND 2. DESCRIPTION OF BUSINESS AND PROPERTIES--Business Strategy",
"--Principal Areas Of Oil And Gas Activity", "--Zeolite Mining Activities", and
"--Reserves", ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Financial Conditions, Liquidity And Capital
Resources", and Notes 2, 4, 7, 12, 13 and 15 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. 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 be 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 costs.
Subsequently obtained information concerning the merits of any property as well
as changes in estimated exploration cost 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.
<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 is now utilizing more resources for drilling rather than for lease
acquisition and has exposed the Company to more significant potential in each
prospect. 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 2000, 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
2001. The Company's staff will continue to attempt to balance these efforts
together with its 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". They are owned directly by the Company, and the remaining
interests in these prospects are owned by various partners. During fiscal 2001,
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 as well as its line of credit. If the Company's
available cash from operations or from sales of interests to industry partners
are lower than anticipated, the Company's activities may be limited to a lower
level than planned. The Company anticipates that any limitations on its
activities would include expending smaller amounts in the Company's principal
areas of activity, attempting to sell a larger portion of the Company's
interests 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 were not limited by its available cash.
The Company has focused its efforts on exploration for and development of
natural gas reserves, which constitute approximately 83% of the Company's total
existing reserves. Natural Gas is increasing its share of the domestic energy
usage and appears to be the preferred fuel for the future. 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 and possible 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 with enormous potential. The Company intends to use its
available investment dollars on projects having lower risk and to seek to find
industry partners to pay for the development of the higher risk plays. This
strategy is intended to provide the Company and its stockholders with exposure
to virtually all types of plays in the oil and gas business.
Acreage By Wyoming Geologic Basin: (At August 31, 2001)
Gross Acres
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Wind River Basin 39,471
Powder River Basin 50,970
Washakie Basin 111,261
Green River Basin 50,509
<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 very large natural gas accumulations in
the last five years, the Madden Anticline and the Cave Gulch Fields. We have
interests in 39,471 gross acres of leases in this Basin.
MADDEN ANTICLINE
Madden Anticline is located in central Wyoming, 65 miles west of the town
of Casper. The anticline is 20 miles long and 6 miles wide laying in the deepest
part of the Wind River Basin. Two large natural gas fields, Madden and Long
Butte Fields, are being drilled and developed on the anticline. Double Eagle
owns a significant working interest in 2,955 acres on the anticline and
interests restricted in depth and size in an additional 12,000 acres.
Madden Field
In August 2000, Madden Field produced over 227 million cubic feet of
natural gas per day from six formations at depths of 3,000 to 25,000 feet. The
unit's primary operator, Burlington Resources, plans to drill a number of
additional wells to produce from the lower Fort Union and the deep Madison. In
August 2000, a new pipeline capable of moving at least 250 million cubic feet of
gas per day was completed by Burlington and Enron. In addition, Burlington has
started to increase the capacity of its Lost Cabin gas plant to process the
deep, sour gas produced from the Madison. The work will expand the plant to
handle 310 million cubic feet per day from the present capacity of 130 million.
The expanded plant is expected to be operational in 2002.
The Madison Formation
In August 2000, the Madison Formation produced 123 million cubic feet per
day, 54% of the total field production, from just 4 wells. The wells are
completed at depths greater than 24,000 feet. Each well took 11 months to drill
and complete at an average cost of approximately $30 million. Burlington is
currently drilling the Big Horn 6-27 to the Madison on acreage adjacent to
Double Eagle's leasehold where the Company owns rights to the Madison
production. This well should test the Madison in December 2000. Burlington is
also moving in a second rig capable of drilling to these depths and plans to
drill additional development wells. Locations have been discussed or staked in
Sections 16 and 35, Township 39 North, Range 90 West; Section 30, Township 39
North, Range 89 West as well as Section 34, Township 39 North, Range 91 West.
Current estimates of proved reserves on Burlington's acreage are 2 trillion
cubic feet of natural gas. If the Big Horn 6-27 is successful, we believe that
some of our leasehold will be considered proved productive. This would
significantly increase the reserves of the Company, but the Company would
receive no revenue from Madison gas sales until our leasehold is developed or
joined to the Unit.
The Lower Fort Union
In August 2000, the lower Fort Union produced 81 million cubic feet per
day, 35% of the total field production, from 48 wells at depths of 5,000 to
12,000 feet. Double Eagle is currently producing one well, re-completing a
second and completing a third in the sands of the lower Fort Union. The Allen #1
Deep Well was completed on December 19, 1999 with an initial rate of 1,685,000
cubic feet per day. The production is from just one of many sands that appear
productive. In November 2000, the well was producing 600,000 to 1,000,000 cubic
feet per day and the Company plans to complete additional sands later in the
year. Double Eagle is re-completing the Leonard 1-24 well. This well was drilled
in 1983 and completed in the Lance sandstones at a depth of 14,628. The well
produced 538,156,000 cubic feet of gas and was shut-in in 1998. Double Eagle is
currently trying to re-complete the well in a zone at 7,150 feet that tested
2,272,000 cubic feet per day when it was originally drilled through in 1983. The
Lloyd 1-26 well was drilled by Double Eagle in July and August 2000. A
significant gas show was encountered at a depth of 6,320 to 6,370. The well was
cased. Our working interest is 23.53% in the Allen #1 Deep, 34.99% in the
Leonard 1-24 and 36.04% in the Lloyd 1-26. Burlington Resources was trying to
complete three nearby wells in the equivalent zone. Double Eagle has been
consulting with Burlington to establish the best method of completing this
<PAGE>
fractured reservoir. Burlington has tried two techniques with limited success.
Double Eagle plans to fracture stimulate the Lloyd 1-26 well later this year,
after the work on the Leonard 1-24 is completed. If successful, the Company
plans to drill additional development wells in 2001.
Long Butte Field
Long Butte Field produced over 5 million cubic feet of gas per day in
August 2000 from two producing formations. The field is located on the west end
of Madden Anticline and appears capable of production in several formations
including those being developed in Madden Field. The deep Madison and shallow
lower Fort Union pays have not been developed yet at Long Butte Field. A 3-D
seismic survey has been acquired and additional development is anticipated
within the next couple of years. We own between 2% and 8.3325% working interest
in 1,514 gross acres at Long Butte Unit in individual leases. These individual
working interests are the basis for Double Eagle's 1.13% working interests in
the 10,280 acre Cody Participating Area.
Cave Gulch Field
----------------
Cave Gulch Field is located 45 miles west of Casper in Natrona County,
Wyoming. The Field, which is only three square miles in aerial extent, was
discovered by Barrett Resources Corporation in 1994 as Barrett drilled north of
the Waltman Field. Today, the Cave Gulch and Waltman Fields have produced over
220 billion cubic feet of natural gas. Barrett's most prolific well, the #1-29
well, blew out after producing more than 6 billion cubic feet of natural gas in
only seven months on line. We acquired the rights to a farmout and drilled and
earned 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 wellbore was used to kill the blow out. Barrett currently is attempting a
completion in the Muddy Formation at the #4-19 well. If Barrett is unsuccessful
in the Muddy, it is anticipated that it will attempt a completion in the
shallower Frontier Formation.
Waltman Field
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The Waltman Field is a producing gas field in central Wyoming,
approximately 45 miles west of Casper in Natrona County. The Field is adjacent
to and south of the Cave Gulch Field. We own a 30-40% working interest in 1,600
gross acres. To date, we have participated in three wells on these leases. The
best success was the Marathon operated Waltman #21-19 Well, which was drilled in
January 1997 and has produced over 1.3 billion cubic feet of gas. We own a 20%
working interest in the well. We also participated in two other wells on the
leases, but encountered depleted gas sands at both sites. Chevron currently is
developing deeper pay sands and has staked three locations within one mile of
our acreage.
Graham Unit #2 Well
-------------------
Graham Unit # 2 Well is located 90 miles west of Casper, Wyoming in the Gun
Barrel Unit (formerly Graham Unit). Tom Brown Inc. is the operator of the Gun
Barrel Unit. However, Double Eagle owns 100% working interest and operates the
well. In late 1997, the Company re-completed the well in additional zones of the
lower Fort Union Formation. In 1999, Double Eagle negotiated an agreement to
produce the well through Tom Brown's separation and compression facilities. In
August 1999, the well began producing 230,000 cubic feet of gas per day but was
shut in shortly thereafter for winter. Since the well's flow lines lie partly on
the surface, the lines require draining before winter each year to prevent
freezing. The Company is considering burying the line in order to keep producing
through the winter. In another development, Tom Brown recently announced 9 new
drill-sites for the Unit on its 2000 budget and another 89 "future" locations.
One 2000 budgeted well is 1.5 miles from our acreage and as many as 6 future
locations are within one mile of our leasehold. These well locations are based
on a large seismic program conducted earlier in 2000 by Tom Brown and will be
testing deeper sands than have previously been developed in the area. Double
Eagle is hopeful these future locations will justify additional drill-sites on
the Company's acreage.
<PAGE>
South Sand Draw
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The South Sand Draw Field is located in the southern portion of the Wind
River Basin approximately 36 miles southeast of Riverton, Wyoming. We have been
acquiring leases near the Field for five years and currently have 1,500 acres
under lease, in which our working interest is 75%. In October 1999, Double Eagle
and our partner acquired the final lease and plan to drill a 6,500 foot test in
Spring 2001. If successful, we plan to drill several wells to evaluate as many
as seven potential zones in the Field which have been identified by a nine
square mile 3-D seismic survey and previous drilling. In the new well, we will
have a 75% working interest before payout and 63.75% working interest after
payout. Additional drillable prospects exist on the east side of our leasehold
and should be drilled in 2001. South Sand Draw Field was discovered in 1946 by
Sand Draw Oil at the #1 Unit well. This well was completed in the Frontier
Sandstones at 4,000 to 4,500 feet and had an initial potential of 9.1 million
cubic feet per day. The field has since produced over 20 billion cubic feet of
gas and 3 million barrels of oil. With the 3-D seismic, we have identified
blocks that we believe were left undrained by the previous production.
WASHAKIE BASIN
The Washakie Basin is east of the Green River Basin in Southwest Wyoming.
The Basin will host a large number of exploration and development projects by
the oil and gas industry over the next decade. The Company has interests in
111,261 gross acres of leases in this Basin.
Eastern Washakie Basin Coal Bed Methane Project
-----------------------------------------------
This play is a 40 mile trend located north of the town of Baggs to the town
of Rawlins, in south central, Wyoming. In the past 30 years, this area has seen
a good deal of exploration evaluating zones from 2,000 -10,000 feet in depth.
Recently, though, this area has been the scene of the newest coal bed methane
play in Wyoming. The Mesaverde formation in this area differs from those found
in the Powder River Basin in that they are thinner zones, but with higher gas
content much like the coal zones found in the Raton Basin of Southeastern
Colorado. We have acquired working interests ranging from 25% to 100% in 44,397
acres in this play. A total of 116 coal bed methane wells have been staked by
other operators in the area. PEDCO has moved a rig into section 8, Township 16
North, Range 91 West and plans to begin drilling in November 2000 adjacent to
Cow Creek Field, that Double Eagle operates. Some of these wells are direct
offsets to our acreage. Double Eagle has established production from the coals
in two re-completions at Cow Creek Field as described in the following section.
Cow Creek Field
---------------
Double Eagle acquired the Cow Creek Field from KCS Mountain Resources in
April 1999. The Field has three producing gas wells. We operate the wells and
own a 100% working interest. The Cow Creek #1-12 is producing sporadically
140,000 cubic feet of gas per day from the Dakota and Frontier Formations at
8,000 feet. Two wells have been re-completed in the Mesaverde coals and one is
producing at a rate of 140,000 cubic feet per day. These are the only producing
coal bed methane wells known to us in southwestern Wyoming where the United
States Geological Survey has calculated a resource of 314 trillion cubic feet of
natural gas in the coal beds. Four additional locations have been staked and are
awaiting approval from the Bureau of Land Management. If approval is granted in
time, these four coal bed wells could be spudded in December 2000. The plan is
to core the coal section in at least one well to obtain de-sorption data and
will allow us to get a better estimate of reserves for these wells.
<PAGE>
Wild Cow Unit (Cherokee Creek Field)
------------------------------------
We purchased a 22.5% working interest in two sections (1,280 acres) in the
Wild Cow Unit (Cherokee Creek Field) in September 1999 from private interests.
This acreage has one producing gas well, which produces 100,000 cubic feet per
day from the Niobrara Formation, and one shut-in well. In a separate
transaction, we purchased a 2.25% working interest in 5,266 acres of leases
surrounding these two sections. The Field and Unit operator, Merit Energy, is
developing proposals to enhance the production from existing wells. In addition,
we have entered into discussions with Merit to initiate a coal bed methane
project centering on the two sections which, like Cow Creek Field, sit atop a
closed geologic structure.
GREEN RIVER BASIN
Located in southwestern Wyoming, the Greater Green River Basin has been a
prolific gas producing basin for decades. We own an interest in 50,509 acres of
leases in this Basin. The Company owns interests in the Pinedale Field, Moxa
Arch and other scattered areas.
Pinedale Anticline - Mesa and Stewart Point Units
-------------------------------------------------
This area is in southwestern Wyoming, 10 miles south of the town of
Pinedale. In the late 1960s, a subsidiary of Questar Corporation, Wexpro,
drilled three wells in the Mesa Unit. The wells encountered gas, but the tight
formations would not yield gas at a commercial rate. The area sat idle until
late 1997 when a new operator, Ultra Petroleum, drilled three wells and used new
fracture stimulation techniques developed 20 miles south in the prolific Jonah
Field. The production rates were substantially greater than with prior efforts.
Wexpro's sister company, Questar Exploration, recently took over operations from
Ultra on the Mesa Unit lands and began an aggressive development project. Two of
the first three wells in this project were drilled on Double Eagle's leasehold.
The first well drilled by Questar, the Mesa #3, reached a total depth of 13,055
feet on October 4, 1999. The Mesa #3 and the subsequent Mesa #6 well were both
completed with initial production rates in excess of 11 million cubic feet per
day. In this area, Double Eagle has a 6.25% working interest in the shallow and
12.5% working interest in the deep plus a .39% overriding royalty interest. On
August 16, 2000, Questar began drilling the Stewart Point 5-20 well on acreage
in which we have a 10% working interest "carried to the tanks". As of November
2000, the Stewart Point 5-20 well is stuck at a total depth of 12,565. Double
Eagle also has an interest in two additional wells that are drilling or are
being completed on lands where we own an overriding royalty interest of 1.56%
and various interests in seven locations staked to be drilled. We believe that
Double Eagle could ultimately be involved in as many as 100 wells on our
leasehold over a ten year period although there is no assurance this will occur.
Questar has five rigs working in the area and plans to drill 8 to 10 wells in
the year 2000, after being delayed while waiting for the Record of Decision on
the Environmental Impact Statement that was issued at the end of July 2000. The
Company has interests in three wells drilled by Questar in 2000, two additional
wells anticipated to be drilled in 2000 and five wells anticipated to be drilled
in 2001.
We entered this area in 1991, acquiring working and overriding royalty
interests from Arco. We also acquired undeveloped leasehold which we sold to
Ultra in 1997, retaining an override. In September 1998, we acquired additional
working interests from KCS Mountain Resources. Today, we have working interests
or overriding royalty interests in 5,073 acres.
Moxa Arch
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This area is in southwestern Wyoming near the town of Opal. Double Eagle
owns a .3 % to 15.6 % working interest in 125 gas wells on the Moxa Arch. The
primary fields in this area for the Company are the Whiskey Buttes Field,
operated by Amoco; as well as the Swan South, Four Mile Gulch and Seven Mile
Wash Fields operated by Cabot. The Company participated in 4 development wells
during the year ended August 31, 2000 where we had between 1.42% and 10.77%
working interest. All the wells were successful with completion rates ranging
between .380 and 1.95 million cubic feet of gas per day. Additional development
<PAGE>
locations are planned in the area, with the Company having a small working
interest in each well. The Company also owns 100% working interest in a 4,125
acre block of leases on the east flank of the Moxa Arch, 6 miles southwest of
the prolific Jonah Field.
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 also the largest producer of coal in the
United States. In the last three years, the Basin has hosted the largest oil and
gas play in North America, the Coal Bed Methane play. Some 30,000 wells are
planned over the next ten years, with most wells proposed to drill to depths of
500 to 2,500 feet. Current recovery predictions are as high as 500 million cubic
feet per well and spacing is as tight as one well per 40 acres. We own an
interest in 42,443 acres of leases and 8,487 acres of minerals in the Powder
River Basin.
Buffalo Prospect (Coal Bed Methane)
-----------------------------------
We acquired a 66% working interest in leases covering 9,028 acres in the
coal bed methane play near Buffalo, Wyoming. This play is based on drilling by
Texaco, which planned to mine the coal in 1990. Michiwest Energy, J.M. Huber and
Redstone Energy have drilled over 100 coal bed gas wells and have staked
locations for over 50 more near our leasehold. The drilled wells are being
tested and await pipeline capacity. We will attempt to either sell the leases or
bring in another company on a promoted basis to drill the initial test wells and
acquire additional acreage.
ROCKY MOUNTAIN OVERTHRUST
The Rocky Mountain Overthrust runs from Canada to Mexico and consists of
many traps created as the Pacific Continental plate crashed into the North
American 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 1970s. The region is still relatively unexplored because,
despite gigantic reserve potential, exploration in this area is very expensive
and risky, and seismic data has not been very reliable.
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 1970s, 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 1980 but
they gave up trying to get a drilling permit in 1982. Chevron then staked a well
and fought to get the necessary permits until 1994 when they gave up and turned
the project over to Amerac, who designated Double Eagle as its agent. We
received a drilling permit in the summer of 1995 and began building the road to
the location with our partners, Prima Oil & Gas and John Lockridge. Amerac,
Chevron and Judy Yates farmed out their interests to Double Eagle, Prima and
Lockridge. One key to getting this well drilled is the resolution by the United
States Forest Service of an unleased 400 acre tract of land next to the
drillsite. On April 1, 1999, the Interior Board of Land Appeals (IBLA) decided
in favor of us stating, "that the close proximity of the unleased tract to the
drillsite prevented development of the project". As a result of the IBLA
decision, we asked for the unleased tract to be offered for lease. We were
advised that leasing the 400 acre tract would be addressed in the Forest Plan
Revision scheduled to be out in draft form December 1, 2000. The plan revision
is needed to move ahead due to the Executive Order by President Clinton
affecting Roadless Areas near the National Forests. We are hopeful a lease will
be issued in the third quarter of 2001 after which road and location
construction would commence immediately. We hold a 3.82% working interest as
well as a 25% interest in the farmout from Chevron, Amerac and Yates on the
lands in this 23,000 acre Table Top Unit. We intend to persevere on this project
until it is tested.
<PAGE>
Sage Creek Prospect (Southwestern Montana)
------------------------------------------
This portion of the overthrust belt 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 performed seismic work and
drilled wells in this area during the 1980's but found no commercial deposits.
The Company holds a 60% working interest in 1,892 acres of leases in a small
portion of this area. Double Eagle's main emphasis is directed at testing a well
location that was permitted in 1986 but was never drilled by Amoco. This area is
close to a Wilderness Study Area, and the Bureau of Land Management has just
started an environmental impact statement to address drilling in the area. Since
this process could take several years, we decided to drop some of our leases
instead of paying rentals while we waited on the EIS. However, Double Eagle did
keep what it believes to be the most critical acreage and those leases are
suspended by BLM until the EIS is completed. This leasehold, while small in
size, assures that no other company can develop the play without working with
Double Eagle. The Company plans to continue to work to have a well drilled on
its acreage.
MINING ACTIVITIES
Zeolite
-------
Since 1972, we have 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 drilling 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
commercial mining operations have been conducted on our claims because
significant markets for Zeolites have not yet been developed. Zeolites currently
are utilized commercially in small volumes for cat litter, deodorant and
aquarium filter material, but the amount of consumption from these markets has
not justified large scale production to date. In 2000, we had discussions with
individuals who are developing wastewater filtration systems for use by
municipalities and would employ Zeolite as a main component. We are also trying
to initiate interest in academia to study the effects of using Zeolite in
confined livestock feeding facilities. As always, we intend to continue our
efforts to find a large industrial use for our zeolites.
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.
Oil and Gas Production
Year ended, August 31,
----------------------------------------------
2000 1999 1998
Quantities
Oil (Bbls) 20,162 21,530 10,591
Gas (Mcf) 446,134 379,306 284,648
Average Sales Price
Oil ($/Bbl) $25.11 $12.95 $14.47
Gas ($/Mcf) $2.71 $1.75 $1.85
Average Production Cost ($/BOE) $5.25 $3.34 $2.47
<PAGE>
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, 2000, purchases by each of two
customers, Summit Energy, Inc. and 88 Oil Company, represented more than 10
percent of total Company revenues. Neither of these two customers, or any other
customer 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 either of these customers.
Productive Wells
The following table categorizes certain information concerning the
productive wells in which the Company owned an interest as of August 31, 2000.
PRODUCTIVE WELLS
----------------------------------------------------------------------------
OIL GAS
Gross Net Gross Net
-----------------------------------------------
COLORADO ----- ----- 2 .059
MISSISSIPPI 2 .0009 ----- -----
MONTANA 2 .096 ----- -----
NORTH DAKOTA 16 .1576 ----- -----
OKLAHOMA ----- ----- 1 -----
UTAH ----- ----- 1 .02
WYOMING 79 5.9825 196 8.627
-- ------ --- -----
TOTAL 99 5.9223 200 8.706
Drilling, Acquisitions And Reserve Replacement Costs
During the three years ended August 31, 2000, the Company added proved
reserves from acquisitions, extensions and discoveries of approximately 722,968
BOE. Capital expenditures during this period were approximately $3,544,594,
resulting in an average annual reserve replacement cost of approximately $4.90
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.
<PAGE>
<TABLE>
<CAPTION>
WELLS DRILLED
--------------------------------------------------------------------------------------------------------------
Year Ended August 31,
--------------------------------------------------------------------------------------------------------------
2000 1999 1998
Gross Net Gross Net Gross Net
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Exploratory
Oil 0 0 0 0 0 0
Gas 1 .2353 0 0 0 0
Dry Holes 0 1 .25 1 .2215
Subtotal 1 .2353 1 .25 1 .2215
Development
Oil 0 0 1 .025 0 0
Gas 8 .4121 3 .2376 8 .348
Dry Holes 0 0 0 0 3 1.037
Subtotal 8 .4121 4 .2626 11 1.385
TOTALS 9 .6474 5 .5126 12 1.6065
</TABLE>
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, 2000, 1999, and 1998 is based on estimates prepared by the Company.
The reserve estimates for approximately 80% of the Company's reserves were
prepared by an outside consulting petroleum engineer for the years ended August
31, 1999 and 2000 and were reviewed by Ryder Scott Company, LP, certified
petroleum engineers, for the year ended August 31, 2000. The 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.
<PAGE>
<TABLE>
<CAPTION>
Estimated Proved Reserves (1)(2)
At August 31,
--------------------------------------------------
2000 1999 1998
------------------ --------------- ---------------
<S> <C> <C> <C>
Proved Developed Oil Reserves (Bbls) 162,500 152,169 90,911
Proved Undeveloped Oil Reserves (Bbls) 5,600 --------- ---------
Total Proved Oil Reserves (Bbls) 168,100 152,169 90,911
Proved Developed Gas Reserves (Mcf) 4,060,246 4,090,010 3,507,986
Proved Undeveloped Gas Reserves (Mcf) 889,100 --------- ---------
Total Proved Gas Reserves (Mcf) 4,949,346 4,090,010 3,507,986
Total Proved Crude Oil Equivalents (BOE) (3) 992,991 833,837 675,575
Present Value Of Estimated Future Net Revenues
before income taxes discounted at 10% $7,231,100 $4,791,302 $3,976,153
</TABLE>
(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.
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.
<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, 2000. The category of "Undeveloped Acreage"
in the tables includes leasehold interests that 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>
COLORADO 80 80 80 80
MONTANA 29 1 4,070 1,353 4,099 1,354
NORTH DAKOTA 2,240 50 2,400 39 4,640 89
UTAH 637 16 21,483 1,362 22,120 1,378
WYOMING 66,950 3,999 145,326 72,861 212,276 76,860
TOTAL 69,856 4,066 173,359 75,695 243,215 79,761
ROYALTY INTERESTS
-------------------------------------------------------------------------------------------------------------------
Developed Undeveloped
Acreage (1) Acreage (2) Total
STATE GROSS NET GROSS NET GROSS NET
----------------------------------------------------------------------------------------
COLORADO 155 5 1,920 320 2,075 325
MISSISSIPPI 160 1 0 0 160 1
MONTANA 611 15 0 0 611 15
NORTH DAKOTA 1,519 40 4,109 243 5,628 283
OKLAHOMA 640 2 0 0 640 2
UTAH 0 0 51,311 51 51,311 51
WYOMING 6,162 73 35,500 1,066 41,662 1,139
TOTAL 9,247 136 92,840 1,680 102,087 1,816
</TABLE>
(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.
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:
Acres Expiring
------------------------
Gross Net
------------------------
Twelve Months Ending:
December 31, 2000 640 320
December 31, 2001 10,663 1,324
December 31, 2002 4,872 2,031
December 31, 2003 and later 329,127 77,902
<PAGE>
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.
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 Warrants commenced trading. The range of high and low
sales prices for each quarterly period during the two most recent fiscal years
ended August 31, 1999 and 2000, as reported by Nasdaq, is as follows:
Warrants ("DBLEW") Common Stock ("DBLE")
------------------ --------------------
Fiscal 1999 High Low High Low
----------- ---- --- ---- ---
First Quarter .75 .37 1.87 1.12
Second Quarter .56 .25 1.62 1.12
Third Quarter .56 .31 1.75 1.06
Fourth Quarter .75 .37 2.75 1.25
Fiscal 2000
First Quarter 1.75 .56 4.68 2.25
Second Quarter 1.28 .75 4.13 2.68
Third Quarter 1.37 .63 3.87 2.63
Fourth Quarter 2.56 .75 5.44 3.28
On November 22, 2000, the closing sales price for the Common Stock as
reported by Nasdaq was $4.625 per share. Also on November 22, 2000, the closing
sales price for the Warrants was $1.8438 per Warrant.
Holders On November 20, 2000, the number of holders of record of common
stock was 1,851 and the number of holders of record of warrants was 11.
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.
Recent Sales of Unregistered Securities. In October 1999, the Company
issued 400,000 shares of common stock to a limited number of purchasers who were
accredited investors pursuant to one or more exemptions from registration in
accordance with Rules 505 and/or 506 and/or Sections 3(b) and 4(2) of the
Securities Act.
<PAGE>
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 fiscal years ended August 31, 1999 and 2000. This
discussion should be read in conjunction with the Financial Statements and Notes
to Financial Statements included in this Annual Report on Form 10-KSB.
Overview
During fiscal 2000, the Company experienced an increase in production of
approximately 20% as measured by barrel of oil equivalents. The increase in
production and an increase in the prices received for sales of oil and gas
contributed to a profit for the Company as compared to the net loss of the prior
year.
Operating Results
Revenues from oil and gas sales increased from 1999 to 2000, and from 1998
to 1999. The increase in oil and gas sales from 1999 to 2000 measured 102%. The
increase in oil and gas revenues from 1998 to 1999 measured 26%. In each of
fiscal 2000 and fiscal 1999, the Company increased production of oil and gas, as
measured by barrel of oil equivalents (BOE's), over the prior year. Contributing
to the increase in BOE's in 2000 were the drilling and completion of additional
producing wells at Madden, Cow Creek, Mesa Unit and Fourmile Gulch as well as a
full years production at Rock Island.
Sales of non-producing leases were $9,821 in 2000 as compared to $224,119
in 1999. The Company's strategy is to develop and market oil and gas prospects,
and to participate in the drilling of wells.
Costs and expenses increased by 28% in 2000 over 1999. However, costs and
expenses dropped to 93% as measured against operating revenue, from 112% in
1999. Production costs, including production taxes, decreased to 29% of
production revenue as compared to 33% in 1999. Depreciation and depletion
decreased to 25% of production revenue as compared to 36% in 1999. General and
administrative expenses fell to 26% as measured against operating revenue, from
36% in 1999.
Costs and expenses increased by 5% in 1999 over 1998. If the cost of
impairment of producing properties which the Company experienced in 1998, is not
included, costs and expenses increased by 26% in 1999 over 1998. Production
costs increased 55%, due in part to the increase in production and extensive
workovers performed on the Government Bridge field. Depreciation and depletion
increased 82% as a result of the increase in production and as a result of the
costs of producing property acquisitions in fiscal 1999. General and
administrative expenses decreased by 12% as a result of management's efforts to
reduce or eliminate non-essential expenditures.
Overall, the Company experienced pre-tax income of $125,244 for fiscal 2000
and pre-tax losses of $(139,794) and $(465,572) for the fiscal years 1999 and
1998, respectively.
Financial Condition and Liquidity
Net cash provided by operating activities during fiscal 2000 totaled
$766,000, an increase of 702% over the $95,500 reported in 1999. Double Eagle
utilized the cash generated from operating activities, along with approximately
$1,133,000 of the proceeds it received from the issuance of common stock during
2000, toward the purchase and development of producing properties. In addition,
the Company expended $121,000 towards the purchase of non-producing leases. The
acquisitions decreased working capital by $370,000, at the end of fiscal year
2000 compared to the end of fiscal 1999.
Operating activities generated cash of $95,500 during fiscal 1999, as
compared to the consumption of cash of $180,000 during 1998. Management is
engaged in an on-going strategy of eliminating those expenditures that 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
$2,025,000 in 2000, $1,160,000 in 1999, and $597,000 in 1998. The increase in
capitalized expenditures is primarily in support of the Company's goal to
increase reserves, production and revenues, through low risk developmental
drilling, workovers, and acquisitions.
<PAGE>
The Company utilizes a $1,400,000 line of credit arrangement in meeting its
short-term operating needs. The Company owed $500,000 and $308,000 on line of
credit arrangements at the end of fiscal years 2000 and 1999, respectively.
During fiscal 2000 the Company issued through private placement, 400,000
shares of the Company's common stock. This private placement generated
$1,100,000 in cash. 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 non-current assets and permanent working capital
needs.
Year 2000 Conversion
The Company experienced no ill effects from the Year 2000 conversion. Costs
to the Company for the conversion were minimal.
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
ITEM 7. FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
Index
-----
Page
Numbers
-------
(1) Report of Independent Certified Public Accountants F-1
Financial Statements:
Balance Sheets as of August 31, 2000 and 1999 F-2
Statements of Operations for the years ended
August 31, 2000, 1999, and 1998 F-3
Statements of Stockholders' Equity for the years
ended August 31, 2000, 1999, and 1998 F-4
Statements of Cash Flows for the years ended
August 31, 2000, 1999, and 1998 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>
--------------------------------------------------------------------------------
LOVELETT, SKOGEN & ASSOCIATES, 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, 2000 and 1999, and the related statements of income, changes in
stockholders' equity, and cash flows for the years ended August 31, 2000, 1999
and 1998. 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, 2000 and 1999, and the results of its operations
and its cash flows for the years ended August 31, 2000, 1999 and 1998, in
conformity with generally accepted accounting principles.
/S/ Lovelett, Skogen & Associates, P.C.
Casper, Wyoming
November 14, 2000
================================================================================
Michael P. Lovelett, CPA - Roxy L. Skogen, CPA
Michael J. Cometto, CPA - Ann E. Berg, CPA
================================================================================
F-1
<PAGE>
<TABLE>
<CAPTION>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
BALANCE SHEETS
August 31, 2000 and 1999 2000 1999
----------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 141,641 $ 237,755
Accounts receivable 494,593 295,985
Prepaid expenses 4,930 9,369
----------- -----------
Total Current Assets 641,164 543,109
PROPERTIES AND EQUIPMENT
Undeveloped properties 835,210 721,109
Developed properties 7,002,000 5,091,135
Corporate and other 213,491 254,295
----------- -----------
8,050,701 6,066,539
Less accumulated depreciation, depletion and impairment (2,841,697) (2,322,360)
----------- -----------
Net Properties and Equipment 5,209,004 3,744,179
----------- -----------
INVESTMENTS AND OTHER ASSETS 75,884 70,884
----------- -----------
TOTAL ASSETS $ 5,926,052 $ 4,358,172
=========== ===========
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 520,978 $ 225,732
Accrued production taxes 39,610 17,289
Line of credit 500,000 307,898
Long-term debt - current portion -- 41,728
----------- -----------
Total Current Liabilities 1,060,588 592,647
----------- -----------
LONG-TERM DEBT -- 158,773
----------- -----------
Total Liabilities 1,060,588 751,420
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.10 par value; 10,000,000 shares authorized; issued
And outstanding 4,831,401 shares in 2000 and 4,365,401 in 1999 483,140 436,540
Capital in excess of par value 3,754,144 2,667,276
Retained earnings 628,180 502,936
----------- -----------
Total Stockholders' Equity 4,865,464 3,606,752
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,926,052 $ 4,358,172
=========== ===========
See accompanying notes to financial statements.
F-2
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
STATEMENTS OF OPERATIONS
For the years ended August 31, 2000, 1999 and 1998 2000 1999 1998
-----------------------------------------------------------------------------------------------------------------------
Revenues
Oil and gas sales $ 1,724,497 $ 854,405 $ 680,734
Sales of nonproducing leases 9,821 224,119 53,200
Other income 26,197 59,504 5,259
----------- ----------- -----------
Total Revenues 1,760,515 1,138,028 739,193
----------- ----------- -----------
Costs and Expenses
Production costs 284,997 183,451 104,429
Production taxes 211,613 99,731 78,113
Exploration expenses, including dry holes 134,320 192,948 183,279
Write offs and abandonments 5,121 54,931 12,115
General and administrative 462,482 409,597 463,869
Depreciation and depletion 427,218 306,002 167,825
Impairment of producing properties 108,252 -- 208,273
Cost of nonproducing leases sold 2,262 31,150 4,475
----------- ----------- -----------
Total Costs and Expenses 1,636,265 1,277,810 1,222,378
----------- ----------- -----------
Income (Loss) from Operations 124,250 (139,782) (483,185)
Other Income (Expenses)
Interest income 17,661 8,595 20,147
Interest expense (32,145) (8,607) (2,534)
Gain on Sale of Assets 15,478 -- --
----------- ----------- -----------
994 (12) 17,613
----------- ----------- -----------
Income (Loss) before Income Taxes 125,244 (139,794) (465,572)
Income Tax Expense (Credit) -- -- (45,294)
----------- ----------- -----------
Net Income (Loss) $ 125,244 $ (139,794) $ (420,278)
=========== =========== ===========
Net (Loss) Earnings per Common Share - Basic $ .03 $ (.03) $ (.11)
Net (Loss) Earnings per Common Share - Diluted $ .02 $ (.03) $ (.11)
=========== =========== ===========
Average Shares Outstanding - Basic 4,760,223 4,229,874 3,901,024
=========== =========== ===========
Average Shares Outstanding - Diluted 5,418,515 4,229,874 3,901.024
=========== =========== ===========
See accompanying notes to financial statements.
F-3
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended August 31, 2000, 1999, and 1998
----------------------------------------------------------------------------------------------------------------------------
Additional Total
Outstanding Common Paid In Retained Stockholders'
Shares Stock Capital Earnings Equity
------------ ----------- ----------- ----------- ------------
Balance at,
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,
August 31, 1998 3,932,651 $ 393,262 $ 2,126,625 $ 642,730 $ 3,162,617
Net Loss -- -- -- (139,794 (139,794
Common Stock
Issued 432,750 43,278 540,651 -- 583,929
----------- ----------- ----------- ----------- -----------
Balance at
August 31, 1999 4,365,401 $ 436,540 $ 2,667,276 $ 502,936 $ 3,606,752
Net Income -- -- -- 125,244 125,244
Repurchase of
Common Stock (22,000) (2,200) (66,550) -- (68,750)
Common Stock
Issued 488,000 48,800 1,153,418 -- 1,202,218
----------- ----------- ----------- ----------- -----------
Balance at
August 31, 2000 4,831,401 $ 483,140 $ 3,754,144 $ 628,180 $ 4,865,464
=========== =========== =========== =========== ===========
See accompanying notes to financial statements.
F-4
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
STATEMENTS OF CASH FLOWS
For the Years ended August 31, 2000, 1999 and 1998 2000 1999 1998
------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income (loss) $ 125,244 $ (139,794) $ (420,278)
Adjustments to reconcile net income
(loss) to net cash provided by operating activities:
Depreciation, depletion and impairments 535,470 306,002 376,099
Abandonments and loss on investments 5,121 56,044 13,310
Gain on sale of nonproducing leases (7,559) (192,969) (48,725)
Gain on sale of other assets (15,478) -- --
Deferred taxes -- -- (45,294)
Changes in operating assets and liabilities:
Accounts receivable (198,608) (66,793) 21,257
Prepaid expenses 4,439 (9,369) --
Accounts payable 295,246 154,880 (76,544)
Accrued production taxes 22,321 (12,454) 442
----------- ----------- -----------
Net cash provided by (used in) operating activities 766,196 95,547 (179,733)
----------- ----------- -----------
Cash Flows from Investing Activities
Proceeds from sales of properties and assets 61,821 194,119 53,200
Other asset (additions) sales (5,000) 5,000 (25,000)
Acquisitions of producing properties and equipment (1,922,716) (665,724) (541,538)
Acquisitions of nonproducing properties (121,484) (205,944) (87,188)
----------- ----------- -----------
Net cash (used in) investing activities (1,987,379) (672,549) (600,526)
----------- ----------- -----------
Cash Flows from Financing Activities
Issuance of common stock 1,133,468 583,929 9,375
Long-term Borrowing -- 205,000 --
Repayment of Long-term debt (200,501) (4,499) --
Purchase of employee stock options -- -- --
Net borrowings (repayments) under line of
credit arrangement 192,102 (67,102) --
----------- ----------- -----------
Net cash provided by financing activities 1,125,069 717,328 9,375
----------- ----------- -----------
Increase (Decrease) in Cash and Cash Equivalents (96,114) 140,326 (770,884)
Cash and cash equivalents at beginning of year 237,755 97,429 868,313
----------- ----------- -----------
Cash and cash equivalents at end of year $ 141,641 $ 237,755 $ 97,429
=========== =========== ===========
Supplemental Disclosures of Cash and Non-Cash
Transactions
Cash paid during the year for Interest $ 28,055 $ 8,607 $ 2,534
Producing properties acquired through debt $ -- $ 375,000 $ --
Repurchase and Issuance of Common Stock $ 68,750 $ -- $ 52,500
See accompanying notes to financial statements.
F-5
</TABLE>
<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 facilities and equipment is recorded using straight-line and
accelerated methods over the estimated useful lives of 7 to 40 years for
office 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
income statement effect is derived from changes in deferred income taxes on
the balance sheet. This approach gives consideration to the future tax
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.
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
and warrants.
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
NOTES TO FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
2. 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 SFAS 107,
is the amount at which the instrument could be exchanged currently between
willing parties. 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, 2000 and 1999 were immaterial.
3. 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, 2000 and
1999 were as follows:
2000 1999
---------- ----------
Deferred tax assets:
Asset impairments $ 106,257 $ 140,182
Net operating loss (carryforwards) 47,479 31,241
--------- ---------
153,736 171,423
--------- ---------
Deferred tax liabilities:
Intangible drilling costs $ 136,647 $ 134,922
1st year federal lease rentals 1,161 1,161
--------- ---------
137,808 136,083
--------- ---------
Net deferred tax assets (liabilities) 15,928 35,340
Valuation allowance: (15,928) (35,340)
--------- ---------
Net deferred tax assets (liabilities) $ - $ -
========= =========
At August 31, 2000, the Company had a net operating loss carryforward for
regular income tax reporting purposes of $823,000 which will begin expiring
in 2007.
4. Commitments
Drilling projects in which the Company has committed to participate as of
August 31, 2000 are as follow:
Expenditures Estimated Cost
Project To Date To Complete Totals
------------- ------------- -------------- -----------
4-19 LAK $ 204,596 $ 25,000 $ 229,596
Mesa Unit - 124,000 124,000
Leonard 1-24 61,536 60,000 121,536
Lloyd 1-26 151,370 40,000 191,370
---------- ----------- ----------
$ 417,502 $ 249,000 $ 666,502
========== =========== ==========
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 2000 for $108,252 and the fourth
quarter of 1998 for $208,273.
6. Stock Options and Warrants
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, 2000,
1999, and 1998 are summarized as follows:
<TABLE>
<CAPTION>
2000 1999 1998
------------------------ ------------------------- ------------------------
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 200,000 $ 1.514 230,000 $ 1.458 210,000 $ 1.120
Granted 110,000 3.094 20,000 1.328 110,000 1.636
Exercised (70,000) 1.375 (50,000) 1.180 (70,000) .750
Expired - - - - (20,000) 1.375
---------- ---------- ---------
End of year 240,000 $ 2.279 200,000 $ 1.514 230,000 $ 1.458
========== ========== ==========
On occasion, the Board of Directors grants stock options not covered under
the plans approved by stockholders, to individuals and companies that
perform services for the Company. Changes in these stock options for the
same three-year period are as follows:
2000 1999 1998
---------------------------- ------------------------ --------------------------
Wt Avg. Wt Avg. Wt Avg.
Shares Ex. Pr. Shares Ex. Pr. Shares Ex. Pr.
----------- ---------- --------- ---------- ---------- ----------
Beginning of year 243,000 $ 1.629 130,000 $ 1.365 75,000 $ 2.917
Granted 120,000 4.682 253,000 1.600 130,000 1.365
Exercised - - (50,000) 1.250 - -
Expired - - (90,000) 1.378 (75,000) 2.917
----------- --------- -------- -------- --------- --------
End of year 363,000 $ 2.638 243,000 $ 1.629 130,000 $ 1.365
======= ======== =========
</TABLE>
There were two issues of warrants outstanding as of August 31, 2000. One
issue covering 1,318,250 warrants allows for the purchase of one share of
common stock at a price of $3.00 with each warrant. These warrants expire
December 17, 2001. The second issue allows for the purchase of one share of
common stock at a price of $1.375 with each warrant. There were 460,750
warrants outstanding under this issue at August 31, 2000. These warrants
expire October 16, 2003.
F-9
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
6. Stock Options and Warrants (continued)
In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation". As permitted by SFAS No. 123, the Company continues to apply
the recognition and measurement provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees". For the fiscal
year 2000 the Company would have recognized a Net loss of $(128,448), and a
loss per share - basic and diluted of ($.03) had compensation expense been
determined for stock options based on the fair values at grant dates
consistent with SFAS No. 123. The Company's pro forma 1999 net loss and
basic and diluted loss per share would have been $(272,514) and $(.06)
respectively, and 1998 net loss and basic and diluted loss per share would
have been $(546,315) and $(.14) respectively.
The pro forma amounts were estimated using the Black-Scholes option pricing
model with the following assumptions for 2000, 1999 and 1998:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Weighted average expected life (years) 3.0 3.0 3.0
Expected volatility 1.25% 53% 92%
Risk free interest rate 6.50% 5.75% 5.50%
Weighted average fair value of options granted $ 2.31 $ .95 $ 1.15
</TABLE>
7. Subsequent Events
The Company has plans in the near future to notify holders of the Company's
publicly traded 1,318,250 outstanding warrants of its intention to redeem
the warrants. Due to the recent market price of the Company's common stock,
the Company believes substantially all of the holders of the outstanding
warrants will exercise the warrants and purchase shares of the common stock
underlying the warrants rather than allow the warrants to be redeemed. The
Company expects to receive approximately $3,800,000 from proceeds of the
sale of common stock, if the holders of warrants exercise their right to
purchase the common stock underlying all the warrants. The total
outstanding shares of the Company's common stock would increase by
1,318,250 shares if all warrants are exercised. 8. Related Party
Transactions
In October 1998, the Company entered into a consulting agreement with a
person who subsequently became a member of the board of directors
(Consultant). The Consultant provided the Company the first right to
participate in all oil and gas transactions in which the Consultant or
Consultant's designee has the right to participate, or for which Consultant
is otherwise compensated for finding participants, for the period from
October 16, 1998 through January 31, 2000. In consideration of Consultant's
providing services to the Company, the Company issued options to purchase
up to 36,500 shares of the Company's restricted common stock at an exercise
price of $1.375 per share. In addition, the Company was required to
reimburse Consultant's expenses up to $12,000 per year to cover travel and
other expenses.
During the year ended August 31, 1999, the Company purchased a producing
property from a company owned by a member of the board of directors for
$375,000. The related company continues to act as the operator on the
property. The related company also performs services on other producing
properties in which Double Eagle owns an interest and on drilling projects
in which Double Eagle participates. Amounts paid by Double Eagle to the
company were $61,686, $73,094 and $81,705 for the years ended August 31,
2000, 1999 and 1998, respectively. Amounts paid by the Company to Double
Eagle were $37,564, $33,674 and $-0-, for the years ended August 31, 2000,
1999 and 1998 respectively. Amounts owed by Double Eagle to the Company
were $4,337, $-0-, and $-0- for the years ended August 31, 2000, 1999 and
1998 respectively.
F-10
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
8. Related Party Transactions (continued)
The Company participates as a partner in various drilling projects and acts
as an operator on certain drilling projects. A company, owned by a member
of the board of directors, is a participant in one of the drilling projects
in which Double Eagle acts as an operator. Amounts paid to Double Eagle by
the company were $77,759, $-0-, and $-0- for the years ended August 31,
2000, 1999 and 1998, respectively. Amounts owed by the Company to Double
Eagle were $3,594, $-0- and $-0- for the years ended August 31, 2000, 1999
and 1998, respectively. The related company also holds an ownership
interest in a producing property in which Double Eagle holds an ownership
interest.
9. Short-Term Debt
The Company utilizes a $1,400,000 short-term line of credit, secured by oil
and gas producing properties, as part of its cash management program. The
interest rate on the line of credit is at the Prime Rate published in the
Wall Street Journal. Amounts outstanding under this line of credit were
$500,000, $307,898 and $-0- for the years ended August 31, 2000, 1999 and
1998, respectively.
10. Long-Term Debt
On August 31, 1999 the Company owed $200,501 on a loan collateralized by
producing properties. The loan was paid in full in October 1999.
11. 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, 2000, 1999 and 1998.
<TABLE>
<CAPTION>
(shares in thousands) 2000 1999 1998
------- -------- --------
<S> <C> <C> <C>
Net (loss) income in thousands $ 125 $ (140) $ (421)
Average shares outstanding - basic 4,760 4,230 3,901
Dilutive effect of stock options 659 -- --
------- ------- -------
Diluted shares outstanding 5,419 4,230 3,901
Net earnings (loss) per share - basic $ .03 $ (.03) $ (.11)
Net earnings (loss) per share - diluted $ .02 $ (.03) (.11)
</TABLE>
F-11
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
NOTES TO FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
12. 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
($180,901, $179,274 and $ 30,406 at August 31, 2000, 1999 and 1998,
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, 2000, 1999 and 1998 are as follows:
2000 1999 1998
------------ ----------- -----------
Customer A $ 449,364 $ -- $ --
Customer B 210,333 -- --
Customer C -- 91,211 120,492
Customer D -- 107,873 131,394
Customer E -- 98,829 133,663
Customer F -- 98,960 146,904
Customer G -- 131,164 --
Customer H -- 146,679 --
13. Market Risk
The Company's major risk exposure is in the pricing applicable to its oil
and gas production. Realized pricing is primarily driven by the prevailing
worldwide price for crude oil and spot prices applicable to its natural gas
production. Historically, prices received for oil and gas production have
been volatile and unpredictable and price volatility is expected to
continue. Monthly oil price realizations ranged from a low of $12.17 per
barrel to a high of $29.79 a barrel during fiscal 2000. Gas price
realizations ranged from a monthly low of $1.68 per Mcf to a monthly high
of $4.98 per Mcf during the same period.
14. 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.
15. 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, 2000, 1999 and 1998 were
$17,322, $16,437 and $11,035, respectively.
F-12
<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 an outside consulting petroleum engineer. All reserves are located
within the continental United States.
Proved oil and gas reserves are the estimated quantities of crude oil, natural
gas, and natural gas liquids which geological and engineering data demonstrate
with reasonable certainty to be recoverable in future years from known
reservoirs under existing economic and operating conditions. Proved developed
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, 2000, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Natural Gas (Thousands of cubic feet) 2000 1999 1998
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Beginning of year 4,090,010 3,507,986 2,757,188
Revisions of prior estimates (767,578 (199,102 9,135
Discoveries 1,183,948 157,632 1,026,311
Purchases of reserves in place -- 1,002,800 --
Production (446,134) (379,306) (284,648)
---------- ---------- ----------
End of year 4,060,246 4,090,010 3,507,986
========== ========== ==========
Oil (Barrels) 2000 1999 1998
---------------------------------------------------------------------------------------------------
Beginning of year 152,169 90,911 180,526
Revisions of prior estimates 7,813 17,796 (79,024)
Discoveries 22,680 -- --
Purchases of reserves in place -- 64,992 --
Production (20,162) (21,530) (10,591)
-------- -------- --------
End of year 162,500 152,169 90,911
======== ======== ========
89.3% of the proved developed gas reserves and 100% of the proved developed oil
reserves were in producing status as of August 31, 2000. The Company owns
another 889,100 Mcf's of proved undeveloped gas reserves and 5,600 barrels of
proved undeveloped oil reserves.
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, 2000, 1999 and 1998 are
as follows:
2000 1999 1998
--------------------------------------------------------------------------------------------------------------
Proved properties $7,002,000 $5,091,135 $4,051,469
Unproved properties 835,210 721,109 602,359
---------- ---------- ----------
7,837,210 5,812,244 4,653,828
Accumulated depreciation and
depletion and
impairment allowance 2,699,161 2,176,755 1,884,862
---------- ---------- ----------
Net capitalized costs $5,138,049 $3,635,489 $2,768,966
========== ========== ==========
F-13
</TABLE>
<PAGE>
DOUBLE EAGLE PETROLEUM AND MINING COMPANY
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)
--------------------------------------------------------------------------------
Costs incurred in Oil and Gas Property Acquisitions, Exploration and Development
Activities
Costs incurred in property acquisitions, exploration, and development activities
for the years ended August 31, 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
2000 1999 1998
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Property acquisitions - proved $ 56,923 $ 885,680 $ 10,593
Property acquisitions - unproved 143,908 205,944 87,188
Exploration 139,441 247,879 195,394
Development 1,831,519 153,985 512,619
---------- ---------- ----------
Total $2,171,791 $1,493,488 $ 805,794
========== ========== ==========
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, 2000, 1999 and 1998 were as follows:
2000 1999 1998
-----------------------------------------------------------------------------------------------------
Operating revenues $1,724,497 $ 854,405 $ 680,734
Costs and expenses
Production 496,610 283,182 182,542
Exploration 139,441 247,879 195,394
Depreciation, depletion and impairment 535,470 291,894 359,702
---------- ---------- ----------
1,171,521 822,955 737,638
---------- ---------- ----------
Income (loss) before Income Taxes 552,976 31,450 (56,904)
Income Tax (Expense) Benefit 188,012 4,730 (8,536)
---------- ---------- ----------
Results of operations $ 364,964 $ 26,720 $ (48,368)
========== ========== ==========
</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 the relative risk
inherent in realizing future net oil and gas revenues; and (4) future net
revenues may be subject to different rates of income taxation.
F-14
<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
and Gas Reserves
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>
2000 1999 1998
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Future cash inflows $ 17,984,500 $ 9,128,106 $ 7,805,256
Futures production and development costs (4,672,900) (2,786,245) (2,125,037)
Future income taxes (4,246,100) (1,799,233) (1,580,386)
------------ ------------ ------------
Future net cash flows 9,065,500 4,542,628 4,099,833
10% annual discount rate (3,944,400) (1,362,788) (1,229,950)
------------ ------------ ------------
Discounted future net cash flows $ 5,121,100 $ 3,179,840 $ 2,869,883
============ ============ ============
The following is an analysis of the changes in the Standardized Measure:
2000 1999 1998
-------------------------------------------------------------------------------------------------------------
Balance, beginning of the year $ 3,179,840 $ 2,869,883 $ 2,695,755
Sales, net of production costs 1,227,900 (571,223) (498,192)
Net changes in prices and production costs 438,560 (1,194,246) 437,531
Discoveries and purchase of reserves in place 2,622,100 2,008,975 1,360,628
Development costs incurred (1,412,500) (153,985) (512,619)
Revisions of previous quantity estimates (1,252,800) (66,553) (882,795)
Accretion of discount 318,000 286,989 269,575
------------ ------------ ------------
Balance, end of the year $ 5,121,100 $ 3,179,840 $ 2,869,883
============ ============ ============
</TABLE>
F-15
<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:
Name Age Positions
---- --- ---------
Stephen H. Hollis 50 Chairman Of The Board; President;
Treasurer and Director
D. Steven Degenfelder 44 Vice President
Carol A. Osborne 48 Secretary
Thomas J. Vessels 51 Director
Ken M. Daraie 41 Director
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 Association and past President of the Rocky Mountain
Section of the AAPG. 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 our Vice-President 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 college, he held
various land management positions with Marathon Oil Company from 1979 to 1981,
Paintbrush Petroleum Corporation from 1981 to 1985 and Tyrex Oil Company from
1985 to 1995, where he served as Vice President and Director. Mr. Degenfelder
served as Deputy Director of the Wyoming Office of State Lands and Investments
from 1995 to 1997. He currently serves as Secretary/Treasurer for the Petroleum
Association of Wyoming and as a member of the Natrona County Planning
Commission. He is a member of the American Association of Professional Landmen
and is past President of the Wyoming Association of Professional Landmen. Mr.
Degenfelder is a Certified Professional Landman and received his degree in
Business Administration from Texas Tech University in 1979.
<PAGE>
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.
Thomas J. Vessels has served as a Director of the Company since January
1999. He has served since October 1997 as the Managing Partner of Tundra
Resources, LLC, a Denver, Colorado investment company that invests and
facilitates investments in the Rocky Mountain region. Mr. Vessels served as
Chairman of the Board of Vessels Energy, Inc., formerly Vessels Oil & Gas Co.,
from 1995 until the sale of that company in March 1998. Mr. Vessels also served
as President and Chief Executive Officer of Vessels Energy, Inc. from 1984 until
1995. Vessels Energy Inc. was involved in natural gas and oil production and
exploration as well as gas processing and marketing. Mr. Vessels is on the Board
of the Colorado Oil & Gas Association, a current member of Colorado Minerals,
Energy, Geology Policy Advisory Board, past President of the Independent
Petroleum Association of Mountain States and past President of the Colorado
Petroleum Association. Mr. Vessels received his B.A. degree from Gonzaga
University in Spokane, Washington in 1972.
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, 2000, its
officers, directors and holders of more than 10% of its outstanding Common Stock
complied with all Section 16(a) filing requirements. In making these statements,
the Company has relied upon the written representations of its directors and
officers.
<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 the Company's
Chief Executive Officer and President. No employee of the Company received total
salary and bonus exceeding $100,000 during any of the last three fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
Long-Term Other Annual
Name and Fiscal Year Salary Bonus Compensation-- Compen-
Principal Position Ended ($)(1) ($) Options (#) sation ($)
--------------------- ------------- ------------ --------- ------------------ ----------
<S> <C> <C> <C> <C> <C>
Stephen H. Hollis, 2000 $72,000 $22,500 50,000 -0-
Chief Executive
Officer and President 1999 $65,000 -0- 36,500 -0-
1998 $72,000 $20,100 50,000 -0-
------------------
(1) The dollar value of base salary (cash and non-cash) received.
Option Grants Table
The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended August 31, 2000 to the Company's
Chief Executive Officer and President. See "--Stock Option Plans".
Option Grants For Fiscal Year Ended August 31, 2000
---------------------------------------------------
% of Total
Options Granted
Options to Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
---------------------------- ----------- ----------------- ------------------ ----
Stephen H. Hollis, 50,000 55.5% $3.09375 1/26/2003
Chief Executive Officer
and President
<PAGE>
Aggregated Option Exercises And Fiscal Year-End Option Value Table.
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended August 31, 2000 by the Company's
Chief Executive Officer and President, and the fiscal year-end value of
unexercised options held by the Chief Executive Officer and President.
Aggregated Option Exercises
For Fiscal Year Ended August 31, 2000
And Year-End Option Values
Value of
Unexercised
Number of In-The-Money
Unexercised Options at
Options at Fiscal Fiscal Year-End
Year-End (#)(3) ($)(4)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) (1) Realized ($)(2) Unexercisable Unexercisable
----------------------------- ------------------ ------------------- ------------------- -------------
Stephen H. Hollis, 50,000 $87,500 136,500/0 $451,555/$0
Chief Executive Officer
and President
</TABLE>
--------------------
(1) The number of shares received upon exercise of options during the fiscal
year ended August 31, 2000.
(2) With respect to options exercised during the Company's fiscal year ended
August 31, 2000, 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, 2000
separated between those options that were exercisable and those options
that were not exercisable.
(4) For all unexercised options held as of August 31, 2000, 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, 2000. The
closing bid price for the Company's Common Stock on August 31, 2000 was
$5.4375 per share.
<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, 2000, no options were outstanding under the 1993
Plan and no additional options 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
pursuant to the 1996 Plan may be either incentive options qualifying for
beneficial tax treatment for the recipient or non-qualified options. The 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, 2000,
options to purchase 70,000 shares of Common Stock were outstanding under the
1996 Plan and no additional options could be granted under the 1996 Plan.
The 2000 Stock Option Plan. On December 14, 1999, the Board of Directors of
the Company approved, subject to approval by the Company's shareholders at the
Meeting, the Company's 2000 Stock Option Plan (the "2000 Plan"). The 2000 Plan
was approved by the shareholders, 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 pursuant to the 2000 Plan may be either incentive
options qualifying for beneficial tax treatment for the recipient or
non-qualified options. The 2000 Plan is administered by an option committee that
determines the terms of the options, subject to the requirements of the 2000
Plan. At August 31, 2000, options to purchase 80,000 shares of Common Stock were
outstanding under the 2000 Plan and options to purchase an additional 120,000
shares could be granted under the 2000 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 2000, each Outside Director was granted options to purchase 10,000
shares of Common Stock for $3.09375 per share. These options expire January 20,
2003.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table summarizes certain information as of November 20, 2000
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.
As Of November 20, 2000
-----------------------
Percentage Of
Class
Name And Address Of Number Of Beneficially
Beneficial Owner Shares Owned
--------------------------------------------------------------- --------------
Stephen H. Hollis (5) 670,400(1) 13.4%
2037 S. Poplar
Casper, Wyoming 82601
Ken M. Daraie 38,000(2) *
Thomas J. Vessels 410,000(3) 8.0%
Directors and Officers as a group 1,301,600(1)(2) 23.8%
(Five Persons) (3)(4)
Hollis Oil & Gas Co. (4) 350,000 7.2%
---------------
* Less than one percent.
(1) Includes options held by Mr. Hollis to purchase 50,000 shares for $1.75 per
share that expire January 23, 2001, options to purchase 36,500 shares for
$1.328125 per share that expire January 20, 2002, options to purchase
50,000 shares for $3.09375 per share that expire January 26, 2003 and
warrants to purchase 23,000 shares for $3.00 per share that expire on
December 17, 2001. In addition to 160,900 shares owned directly by Mr.
Hollis, the table above includes 350,000 shares of common stock owned by
Hollis Oil & Gas Co. Mr. Hollis is an officer, director and 51 percent
owner of Hollis Oil & Gas Co.
<PAGE>
(2) Includes options to purchase 10,000 shares for $1.75 per share that expire
January 23, 2001, options to purchase 10,000 shares for $1.328125 per share
that expire January 20, 2002 and options to purchase 10,000 shares for
$3.09375 per share that expire January 26, 2003.
(3) Consists of 80,750 shares held by Mr. Vessels, 76,750 shares held by his
wife, 3,000 shares held in trust for the benefit of Mr. Vessels' minor
children, warrants to purchase 76,750 shares for $1.375 per share until
October 16, 2003 held by Mr. Vessels, warrants to purchase 76,750 shares on
the same terms held by Mr. Vessels' wife, warrants to purchase 3,000 shares
on the same terms held in trust for Mr. Vessels' children, options to
purchase 36,500 shares for $1.375 per share until October 16, 2001 held by
Mr. Vessels, options to purchase 10,000 shares for $1.328125 per share
until January 20, 2002 held by Mr. Vessels, and options to purchase 46,500
shares for $3.09375 per share until January 26, 2003 held by Mr. Vessels.
(4) In addition to the shares described in footnotes (1), (2) and (3) above,
the shares owned by Directors and Officers as a Group, includes: 200
shares, options to purchase 20,000 shares for $1.75 per share until January
23, 2001, options to purchase 20,000 shares for $1.328125 per share until
January 20, 2002 and options to purchase 20,000 shares for $3.09375 per
share until January 26, 2003 held by Carol Osborne, our Secretary; and
3,000 shares, options to purchase 40,000 shares for $1.46875 per share
until February 2, 2001, options to purchase 40,000 shares for $1.328125 per
share until January 20, 2002 and options to purchase 40,000 shares for
$3.09375 per share until January 26, 2003 held by D. Steven Degenfelder,
our Vice President.
(5) The shares owned by Hollis Oil & Gas Company are shown or included as
beneficially owned three times in the table: once as beneficially owned by
Hollis Oil & Gas Company, again under the beneficial ownership of Mr.
Hollis, 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 in turn bills
or pays the interest holders for their respective shares. These transactions are
immaterial in amount when compared to the Company's total 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", "--Wind River
Basin--Waltman Field".
<PAGE>
In November 1998, the Company completed a private placement offering of
374,750 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 April 2001 if the Company's Common Stock trades at a price of at
least $3.00 per share for 20 of the 30 trading days preceding the date on which
the Company gives notice of redemption. Thomas J. Vessels and his wife purchased
153,500 of the units and a trust for the benefit of Mr. Vessels' minor children
purchased 1,000 units. In addition, the Company entered into a consulting
agreement with Mr. Vessels pursuant to which Mr. Vessels agreed to assist the
Company in locating possible oil and gas transactions in which the Company may
participate. This agreement was in effect until January 30, 2000. The Company
agreed to issue to Mr. Vessels options to purchase 36,500 shares of Common Stock
for $1.375 per share until October 16, 2001 and to reimburse Mr. Vessels for up
to $1,000 per month in expenses incurred in performing services on behalf of the
Company during the term of the agreement. Since the expiration of this
agreement, Mr. Vessels has continued to assist the Company in locating possible
oil and gas transactions and the Company has reimbursed Mr. Vessel's out of
pocket expenses for these services. The Company also agreed to cause Mr. Vessels
to be elected to the Board of Directors and to nominate Mr. Vessels to serve as
a director during the term of this agreement. Pursuant to this agreement Mr.
Vessels was elected as a director at the Annual Meeting of Shareholders held in
January 1999.
<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).
(b) Reports On Form 8-K. During the last quarter of the fiscal
year ended August 31, 2000, the Company filed no reports on
Form 8-K.
<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 29, 2000 /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 29, 2000 /s/ Stephen H. Hollis
---------------------------------
Stephen H. Hollis, Director
Date: November 29, 2000 /s/ Thomas J. Vessels
---------------------------------
Thomas J. Vessels
Date: November 29, 2000 /s/ Ken M. Daraie
---------------------------------
Ken M. Daraie, Director
