SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2000
FORTUNE NATURAL RESOURCES CORPORATION
-------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-12334 95-4114732
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
515 W. Greens Road, Suite 720, Houston, Texas 77067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 872-1170
Registrant's telecopier number, including area code: (281) 872-1213
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
MARCH 30, 2000 - HOUSTON, TEXAS - FORTUNE NATURAL RESOURCES CORPORATION
(NASDAQ OTC BB SYMBOL: FPXA) today announced its financial results for the year
and quarter ended December 31, 1999.
Financial results for full year 1999
------------------------------------
Fortune incurred a net loss for the year ended December 31, 1999 of
$1,588,000, or $0.13 per share, compared to the 1998 net loss of $3,275,000, or
$0.27 per share. The lower 1999 loss resulted from higher oil and gas prices, a
reduction in most costs due to our cost reduction plan implemented in January
1999 and the absence of an impairment to oil and gas properties in 1999.
Fortune's oil and gas revenues decreased 21% to $1,492,000 in 1999 as lower
production offset higher oil and gas prices. Production from new discoveries
partially offset production declines from depletion and the effect of the 1998
sale of East Bayou Sorrel. East Bayou Sorrel, which was sold In March 1998,
contributed 12% of 1998's revenues versus none in 1999. New production from
three successful year-end 1998 exploratory wells, one at South Timbalier Block
86 and two at Espiritu Santo Bay, began contributing revenues during the second
quarter of 1999. Three other successful exploratory wells, two at Bay Marchand
Block 5 and one at Bacon prospect in Mississippi, began contributing revenues
during the third quarter of 1999. Two additional successful wells in Mississippi
are expected to begin producing in early 2000.
Gas prices increased 7% to $2.34 per Mcf during 1999 versus $2.19 per Mcf
for 1998. Oil prices increased 37% to $17.89 per Bbl versus $13.08 per Bbl for
1998. Gas production decreased 17% to 508,000 Mcf while oil production decreased
59% to 17,000 Bbls for 1999 versus 1998.
Fortune experienced decreases in production and operating expense of $63,000
(11%); general and administrative expense of $343,000 (22%); depreciation,
depletion and amortization of $531,000 (39%); and interest expense of $344,000
(41%) for 1999 versus 1998. Furthermore, Fortune did not incur an impairment to
oil and gas properties in 1999 compared to a $960,000 impairment for 1998.
Fourth quarter 1999 versus 1998
-------------------------------
Fortune incurred a net loss of $327,000, or $0.03 per share for the fourth
quarter of 1999, compared to a net loss of $646,000, or $0.05 per share, for the
same period in 1998. The lower 1999 loss results from higher oil and gas prices,
a reduction in most costs as a result of our cost reduction plan and the absence
of an impairment to oil and gas properties in 1999.
2
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Fortune's oil and gas revenues decreased 4% to $356,000 in the fourth
quarter of 1999 versus 1998 as lower production offset higher oil and gas
prices. Gas prices increased 32% to $2.74 per Mcf during the fourth quarter of
1999 versus $2.07 per Mcf for the same 1998 period. Oil prices increased 104% to
$22.99 per Bbl versus $11.29 per Bbl for 1998. Gas production decreased 35% to
96,000 Mcf while oil production decreased 31% to 4,000 Bbls for 1999 versus
1998.
Fortune experienced decreases in general and administrative expense of 39%;
depreciation, depletion and amortization of 41%; and interest expense of 43% for
the fourth quarter of 1999 versus 1998. Furthermore, Fortune did not incur an
impairment to oil and gas properties in 1999 compared to a $100,000 impairment
in the fourth quarter of 1998.
Financing Transactions in First Quarter 2000
--------------------------------------------
In February and March 2000, Fortune raised $618,000 through a private
placement of 824,000 shares of common stock at $0.75 per share. Fortune also
raised $164,000 through the exercise of warrants to purchase 218,331 shares of
common stock at $0.75 per share in an incentive exercise program. All
participants in these offerings received three-year stock purchase warrants for
each share they acquired. One-half of the warrants are exercisable at $1.50 per
share and one-half at $2.25 per share. The private placement closed March 10,
2000 and the incentive warrant exercise program has been extended through June
1, 2000, unless terminated earlier at Fortune's sole discretion. Warrants to
purchase approximately 1.5 million additional shares of common stock are
eligible to participate in the incentive warrant exercise program through the
termination date.
During the same period, $930,000 of Fortune's 12% convertible notes were
converted into 2,821,162 shares of common stock. This conversion reduced
Fortune's annual cash interest expense by $111,600, reduced total debt to
$2,305,000 and eliminated all of Fortune's notes that were convertible at the
$0.33 per share conversion price. As an inducement to encourage conversion,
Fortune paid the noteholders one year's prepaid interest in Fortune stock valued
at $0.75 per share.
In March 2000, Fortune's credit facility, which was due January 11, 2000,
was also extended to January 11, 2001.
President's Remarks
-------------------
Fortune's President and CEO, Tyrone J. Fairbanks, announced, "We continued
to make progress in 1999 reducing our costs and improving our bottom line. The
financial transactions we completed after year-end reduced our debt to its
lowest level since 1991 and raised capital to enable us to continue our
exploration program at Espiritu Santo Bay and elsewhere. We have high
expectations for Espiritu Santo Bay in particular, and we expect to see tangible
results of our efforts in 2000."
3
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FORTUNE NATURAL RESOURCES CORPORATION is an independent oil and gas
exploration and production company with its principal properties located onshore
and offshore Louisiana and Texas. Certain statements in this news release
regarding future expectations and plans may be regarded as "forward looking
statements" within the meaning of the Securities Exchange Act of 1934. They are
subject to various risks, such as operating hazards, drilling risks, and other
uncertainties inherent in the business of exploring for, developing and
producing oil and gas which may be beyond Fortune's control. For a discussion of
the contingencies and uncertainties affecting future events and forward-looking
statements, see Fortune's latest Report on Form 10-KSB, as well as other filings
with the Securities and Exchange Commission. There can be no assurance that
Fortune will be successful in meeting its expectations.
************
Company Contact: J. Michael Urban
Vice President and CFO
(281) 872-1170
4
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FORTUNE NATURAL RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share figures)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C>
REVENUES
Sales of oil and gas, net of royalties ............... $ 356 $ 370 $ 1,492 $ 1,881
Other income ......................................... 5 24 38 142
-------- -------- -------- --------
361 394 1,530 2,023
-------- -------- -------- --------
COSTS AND EXPENSES
Production and operating ............................. 202 118 532 595
Provision for depletion, depreciation and amortization 145 245 834 1,365
General and administrative ........................... 244 406 1,204 1,547
Debt conversion expense .............................. - - 61 -
Interest ............................................. 97 171 487 831
Impairment to oil and gas properties ................. - 100 - 960
-------- -------- -------- --------
688 1,040 3,118 5,298
-------- -------- -------- --------
Loss before provision for income taxes .................. (327) (646) (1,588) (3,275)
Provision for income taxes .............................. - - - -
-------- -------- -------- --------
Net loss ................................................ $ (327) $ (646) $ (1,588) $ (3,275)
======== ======== ======== ========
Weighted average number of common
shares outstanding (thousands) ....................... 12,260 12,135 12,207 12,132
-------- -------- -------- --------
Net loss per common share ............................... $ (0.03) $ (0.05) $ (0.13) $ (0.27)
======== ======== ======== ========
Net cash used in -
Operating activities ................................. $ (62) $ (292) $ (656) $ (616)
======== ======== ======== ========
Investing activities ................................. $ (200) $ (641) $ (502) $ 1,039
======== ======== ======== ========
Financing activities ................................. $ - $ - $ - $ (638)
======== ======== ======== ========
</TABLE>
SUMMARY OF BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Total current assets $ 630 $ 1,887
Property and equipment, net 6,124 6,456
Total assets 6,805 8,492
Current liabilities 328 563
Long-term debt 3,235 3,225
Total net stockholders' equity 3,242 4,704
</TABLE>
PRODUCTION DATA
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C>
Net production:
Oil (Bbl) 4,000 6,000 17,000 42,000
Gas (Mcf) 96,000 147,000 508,000 609,000
Average sale prices for period:
Oil (Bbl) $ 22.99 $ 11.29 $ 17.89 $ 13.08
Gas (Mcf) 2.74 2.07 2.34 2.19
</TABLE>
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
None.
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SIGNATURE
Pursuant to the requirements 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.
FORTUNE NATURAL RESOURCES CORPORATION
By: /s/ Dean W. Drulias
------------------------------
Dean W. Drulias
Executive Vice President and General Counsel
Date: March 30, 2000
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