U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT of 1934
For the transition period from to
Commission File No. 2-72232
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
COMMONWEALTH OF VIRGINIA 54-1082057
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5990 Greenwood Plaza Blvd., Suite 127
Greenwood Village, Colorado 80111-4708
(Address of principal executive offices)
Issuer's telephone number: (303) 773-6016
NONE
(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date:
Common Stock, $.10 par value 18,844,245
Class Outstanding at October 31, 1996
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
INDEX
Page
Number
PART I. Financial Information
Item 1. - Financial Statements
Consolidated Balance Sheet............................ 3
Consolidated Statement of Operations.................. 4
Consolidated Statement of Cash Flows.................. 6
Notes to Consolidated Financial Statements............ 7
Item 2. - Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 8
PART II. Other Information............................... 11
Signature................................................. 12
<PAGE>
<TABLE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
September 30,
1996 December 31,
(Unaudited) 1995
----------------------------
(In thousands)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash......................................... $ 1,440 $ 439
Certificates of deposit...................... 311
Receivables, net of allowance for doubtful
accounts of $234 in 1996 and 1995........... 380 274
Prepaid expenses and other current assets.... 31 146
-------- --------
Total current assets..................... 1,851 1,170
-------- --------
OIL AND GAS PROPERTIES, at cost (accounted
for using the successful efforts method)
Proved oil and gas properties............... 9,510 9,472
Undeveloped leaseholds...................... 65 65
Pipeline equipment.......................... 1,346 1,304
Equipment inventory......................... 44 37
-------- --------
10,965 10,878
Less accumulated depreciation, depletion,
amortization and impairment................ ( 9,729) ( 9,603)
-------- --------
1,236 1,275
Properties held under installment sales, net
of accumulated depreciation, depletion and
amortization of $1,139 and $961,respectively 1,071 1,265
-------- --------
2,307 2,540
-------- --------
OTHER ASSETS.................................. 68 73
-------- --------
$4,226 $3,783
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable................................ $ 18 $ 17
Accounts payable and accrued expenses........ 210 115
-------- --------
Total current liabilities................ 228 132
-------- --------
NOTES PAYABLE................................. 32 40
-------- --------
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY
Preferred stock, $10.00 par value, 4,000,000
shares authorized, none issued or outstanding
Common stock, $.10 par value, 40,000,000
shares authorized, 18,844,245 shares issued
and outstanding............................. 1,884 1,884
Additional paid-in capital................... 29,242 29,242
Accumulated deficit.......................... (27,115) (27,470)
Notes receivable - officers.................. (45) (45)
-------- --------
3,966 3,611
-------- --------
$4,226 $3,783
<FN> ======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months
Ended September 30,
-------------------
1996 1995
---- ----
(In thousands, except
per share amounts)
<S> <C> <C>
REVENUES
Oil and gas sales........................ $ 227 $ 164
Gas transmission sales................... 285 219
Installment sales income (expense), net.. (12) 15
Interest and other income................ 6 35
------- -------
506 433
------- -------
EXPENSES
Production costs......................... 44 50
Cost of gas transmission................. 219 229
Depletion, depreciation and amortization. 51 51
General and administrative............... 150 147
------- -------
464 477
------- -------
NET INCOME (LOSS)......................... $ 42 $ (44)
------- -------
NET INCOME (LOSS) PER SHARE............... $ .00 $ (.00)
======= =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING.............................. 18,844 18,844
======= =======
<FN>
The accompanying notes are an integral part
of the consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Nine Months
Ended September 30,
-------------------
1996 1995
---- ----
(In thousands, except
per share amounts)
<S> <C> <C>
REVENUES
Oil and gas sales........................ $ 671 $ 468
Gas transmission sales................... 762 692
Income from pipeline relocation.......... 498 -
Installment sales income (expense), net.. (39) 53
Interest and other income................ 32 64
------- -------
1,924 1,277
------- -------
EXPENSES
Production costs......................... 157 179
Cost of gas transmission................. 632 755
Cost of pipeline relocation.............. 260 -
Depletion, depreciation and amortization. 147 152
General and administrative............... 373 445
------- -------
1,569 1,531
------- -------
NET INCOME (LOSS)......................... $ 355 $ (254)
======= =======
NET INCOME (LOSS) PER SHARE............... $ .02 $ (.01)
======= =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING.............................. 18,844 18,844
======= =======
<FN>
The accompanying notes are an integral part
of the consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months
Ended September 30,
-------------------
1996 1995
---- ----
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................... $ 355 $ (254)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
(Increase) decrease in accounts receivable (106) 2
(Increase) decrease in prepaid expenses
and other current assets................. 115 (11)
Depletion, depreciation and amortization.. 147 151
Depletion, depreciation and amortization
charges against installment sales income. 178 218
Gain on sale of oil and gas properties.... - (84)
Loss on sale of other asset............... - 71
Increase (decrease) in accounts payable
and accrued expenses..................... 95 (10)
------- -------
Net cash provided by operating
activities............................. 784 83
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in certificates of deposit......... 311 -
Additions to oil and gas properties......... (71) (77)
Proceeds from sale of oil and gas properties - 114
Increase in other assets.................... (16) (109)
------- -------
Net cash provided by (used for)
investing activities................... 224 (72)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt.......................... (7) (5)
------- -------
INCREASE IN CASH............................. 1,001 6
CASH AT BEGINNING OF PERIOD.................. 439 272
------- -------
CASH AT END OF PERIOD........................ $1,440 $ 278
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest.... $ 5 $ 5
======= =======
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Accounts receivable resulting from sale of
other asset............................... $ - $ 128
======= =======
<FN>
The accompanying notes are an integral part
of the consolidated financial statements.
</FN>
</TABLE>
<PAGE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The interim financial data are unaudited; however, in the opinion of
Great Eastern Energy and Development Corporation and Subsidiaries
("Great Eastern" or the "Company"), the interim data include all
adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of the results for the interim periods.
These financial statements should be read in conjunction with Great
Eastern's December 31, 1995 audited consolidated financial statements
and notes thereto included in Form 10-KSB.
The consolidated financial statements include the accounts of Great
Eastern and its wholly-owned subsidiaries, Patton Oil Co., Zoandra
Petroleum, Inc. and Sycamore Valley Gathering, Ltd. All significant
intercompany balances and transactions have been eliminated in
consolidation.
NOTE 2 - RECLASSIFICATIONS
Certain reclassifications were reflected in the December 31, 1995
balance sheet to conform to the 1996 presentation.
NOTE 3 - NATURAL GAS HEDGING
The Company periodically hedges a portion of its natural gas
production. When direct investments are made in futures contracts,
gains or losses on the hedges are deferred and recognized in income as
the natural gas is produced and delivered.
The Company has open contracts to sell 60,000 MMBtu of its fiscal 1996
and 1997 natural gas in southeastern Kansas.
<PAGE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Third Quarter 1996 Compared to Third Quarter 1995. The Company's
third quarter of fiscal 1996 operations reflected net income of
$42,000 as compared to a net loss of $44,000 for the corresponding
quarter of fiscal 1995. An increase to oil production and sales
prices, coupled with a decrease to costs of production, have resulted
in increased profits from oil and gas operations to $183,000 in the
third quarter of fiscal 1996 as compared to $114,000 for the corre
sponding quarter of fiscal 1995.
An increase in product prices, offset by a decrease in production
volumes from coalbed methane gas wells, have contributed to an
increase in gas transmission sales. Accordingly, the net effect of
price increases in excess of volume decreases has resulted in a profit
of $66,000 from natural gas transmission operations for the third
quarter of fiscal 1996 as compared to a loss of $10,000 for the
corresponding quarter of fiscal 1995.
Installment sales expense of $12,000, net of depreciation, depletion
and amortization of $62,000, is reflected in the third quarter of
fiscal 1996 consolidated statement of operations as compared to
installment sales income of $15,000, net of depreciation, depletion
and amortization of $66,000 for the corresponding quarter of fiscal
1995. The decrease in installment sales income resulted from a
decrease in production volumes from coalbed methane gas wells.
No provisions for income taxes were reflected in the third quarter of
fiscal 1996 and 1995 consolidated statement of operations, as the
Company had sufficient net operating loss carryforwards available to
offset taxable income.
First Three Quarters 1996 Compared to First Three Quarters 1995. The
Company's first three quarters of fiscal 1996 operations reflected net
income of $355,000 as compared to a net loss of $254,000 for the corr
esponding three quarters of fiscal 1995. An increase to oil
production and sales prices, coupled with a decrease to costs of
production, have resulted in increased profits from oil and gas opera
tions to $514,000 in the first three quarters of fiscal 1996 as
compared to $289,000 for the corresponding three quarters of fiscal
1995.
Increasing product prices offset by declining production volumes have
resulted in an increase to gas transmission sales. The price
increases, net of the effect of volume decreases have contributed to a
profit of $130,000 from natural gas transmission operations for the
first three quarters of fiscal 1996 as compared to a loss of $63,000
for the corresponding three quarters of fiscal 1995.
Management entered into a fixed-price contract whereby the Kansas
Department of Transportation agreed to pay the Company $498,000 to
<PAGE>
relocate certain portions of its pipeline. Construction was completed
during the first quarter of fiscal 1996 at an aggregate cost of
$260,000, and resulted in a profit of $238,000 from the arrangement.
A loss from installment sales of $39,000, net of depreciation,
depletion and amortization of $178,000, is reflected in the first
three quarters of fiscal 1996 consolidated statement of operations as
compared to installment sales income of $53,000, net of depreciation,
depletion and amortization of $218,000 for the corresponding three
quarters of fiscal 1995. The decrease in installments sales income
resulted from a decrease in production volumes from coalbed methane
gas wells.
As a part of management's continued efforts to contain costs, general
and administrative expenses were reduced by $72,000 to $373,000 during
the first three quarters of fiscal 1996 as compared to $445,000 for
the corresponding three quarters of fiscal 1995. The principal
reductions were for legal, consulting and payroll expenses.
No provisions for income taxes were reflected in the first three
quarters of fiscal 1996 and 1995 consolidated statement of operations,
as the Company had sufficient net operating loss carryforwards
available to offset taxable income.
Current Operations
Since January 1, 1996, there have been no exploratory or developmental
drilling activities.
Liquidity and Capital Resources
Working Capital. The Company had working capital of $1,623,000 and
$1,038,000 at September 30, 1996 and December 31, 1995, respectively.
The Company has no bank debt and no oil and gas properties are pledged
as collateral. Management believes that the Company's liquidity is
adequate to meet operating activities for fiscal 1996. Oil and gas
development activities will be funded solely from excess cash
generated from operations and from proceeds generated from the
installment sale of certain southeastern Kansas coalbed methane gas
properties.
Future Operations. Some selected developmental drilling for oil may
be conducted in Kansas during 1996. No exploratory wells are
scheduled to be drilled in 1996.
Other. On September 26, 1994, the Company retained the services of
Kirkpatrick Energy Associates, Inc. ("Kirkpatrick"), an investment
banking firm, to evaluate options available to the Company to maximize
shareholder value, including a possible sale of the Company. Except
as to certain companies identified by Kirkpatrick and considered to be
active and viable candidates for the purchase of or merger with Great
Eastern, Kirkpatrick's services were terminated on October 30, 1995.
<PAGE>
Except as noted above, management has assumed sole responsibility for
such efforts heretofore. There is no assurance that any action,
including a possible sale, will occur.
<PAGE>
PART II - OTHER INFORMATION
Items 1 through 6 are not applicable.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GREAT EASTERN ENERGY AND
DEVELOPMENT CORPORATION
---------------------------------
(Registrant)
Date: November 13, 1996 By: /s/Donald G. Jumper
----------------------------------
Donald G. Jumper
Chief Executive Officer, President,
Chief Financial and Accounting Officer
and Director
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1996
<PERIOD-END> Sep-30-1996
<CASH> 1,440
<SECURITIES> 0
<RECEIVABLES> 614
<ALLOWANCES> (234)
<INVENTORY> 0
<CURRENT-ASSETS> 1,851
<PP&E> 13,175
<DEPRECIATION> (10,868)
<TOTAL-ASSETS> 4,226
<CURRENT-LIABILITIES> 228
<BONDS> 32
<COMMON> 1,884
0
0
<OTHER-SE> 2,082
<TOTAL-LIABILITY-AND-EQUITY> 4,226
<SALES> 1,394
<TOTAL-REVENUES> 1,924
<CGS> 936
<TOTAL-COSTS> 1,569
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 355
<INCOME-TAX> 0
<INCOME-CONTINUING> 355
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 355
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
