UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number 0-8609
Future Petroleum Corporation
(Exact name of small business issuer as specified in charter)
Utah 87-0239185
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2351 West Northwest Highway, Suite 2130
Dallas, Texas 75220
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code (214)350-7602
Securities registered pursuant to section 12(b) of the Act:
Title of Class Name of each exchange on which registered
None None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, Par Value $0.01
(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 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 pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB.
Registrant's revenues for the most recent fiscal year: $772,000
The aggregate market value of the Company's voting stock held by
nonaffiliates computed at the closing bid price in the over-the-counter
market as quoted on the National Association of Securities Dealers
Electronic Bulletin Board system on April 15, 1998, was approximately
$1,067,245.
As of April 15, 1998, the Company had outstanding 5,847,015 shares of
its common stock, par value $0.01.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933:
Transitional Small Business Disclosure Format Yes X No
<PAGE>
PREFACE
Caution Respecting Forward-Looking Information
This annual report contains certain forward-looking statements and
information relating to the Company that is based on the beliefs of the
Company or management as well as assumptions made by and information
currently available to the Company or management. When used in this
document, the words "anticipate, " "believe, " "estimate, " "expect,"
and "intend" and similar expressions, as they relate to the Company or
its management, are intended to identify forward-looking statements.
Such statements reflect the current view of the Company respecting future
events and are subject to certain risks, uncertainties, and assumptions,
including the risks and uncertainties noted. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. In each instance,
forward-looking information should be considered in light of the accompanying
meaningful cautionary statements herein.
Certain Definitions
All defined terms under rule 4-10(a) of Regulation S-X promulgated
by the Securities and Exchange commission shall have their statutorily
prescribed meanings when used in this report. In addition, the following
terms have the meaning set forth below when used herein.
"API" means American Petroleum Institute.
"Bpd" means barrels of oil per day.
"Bbl" means barrel of oil.
"Bcf" means billion cubic feet of natural gas.
"Development well" means a well drilled within the proved area of an oil
or gas reservoir to the depth of a stratigraphic horizon know to be
productive.
"Exploratory well" means a well drilled to find and produce oil or gas in
an unproved area, to find a new reservoir in a field previously found to be
productive of oil or gas in another reservoir, or to extend a known
reservoir.
"MBbl" means thousand barrels of oil.
"MMBbl" means million barrels of oil.
"MMBO" means million barrels of oil.
"MCFG" means thousand cubic feet of natural gas.
"MMMCFG" means billions cubic feet of natural gas.
"COPAS" Council of Petroleum Accountants Societies.
"Proved reserves" means 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,
i.e, prices and costs as of the date the estimate is made. "Proved
reserves" may be developed or undeveloped.
"PV-10 Value" means the estimated future net revenue to be generated
from the production of proved reserves discounted to present value using
an annual discount rate of 10%. These amounts are calculated net of
estimated production costs and future development costs, using prices
and costs in effect as of a certain date, without escalation and without
giving effect to non-property related expenses such as general and
administrative expenses, debt service, future income tax expense or
depreciation, depletion and amortization.
<PAGE>
TABLE OF CONTENTS
Item Number and Caption Page
PART I
1. Business...................................................... 4
2. Properties..................................................... 10
3. Legal Proceedings.............................................. 14
4. Submission of Matters to Vote of Security
Holders.......................................................... 14
PART II
5. Market for Registrant's Common Equity and Related Stockholder
Matters.......................................................... 15
6. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 16
7. Financial Statements and Supplementary Data................... 17
8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................. 17
PART III
9. Directors and Executive Officers of the Registrant............ 18
10. Executive Compensation....................................... 20
11. Security Ownership of Certain Beneficial Owners and
Management....................................................... 23
12. Certain Relationships and Related Transactions............... 24
13. Exhibits and Reports on Form 8-K............................. 25
PART I
ITEM 1. BUSINESS
THE COMPANY
Future Petroleum Corporation (the "Company") is engaged through its
subsidiaries and subsidiary partnerships in the development of oil and
natural gas properties located onshore primarily in Texas and Oklahoma.
The Company's principal business strategies include (i) maximizing the
value of its existing high-quality, Long-Life reserves through efficient
operating and marketing practices, (ii) conducting selective exploratory
and development activities, principally in existing areas of operations,
and (iii) seeking acquisitions of producing properties, with exploration
and development potential in areas where the Company has operating
experience and expertise.
As of December 31, 1997, the Company owned approximately 3,202,166
barrels of oil equivalent proved reserves. Approximately 59% of the
Company's proved reserves are proved developed reserves. Quantities stated
as equivalent barrels of oil reserves are based on a factor of six thousand
cubic feet ("MCF") of natural gas per barrel of oil. See "Reserves."
Strategic Developments
On November 25, 1997, the Company acquired from EnCap Equity 1994,
Ltd, a Texas limited partnership ("EnCap"), Energy Capital Investment Co.,
PLC, an English investment company ("ECIC"), and Gecko Booty 1994 I, Ltd, a
Texas limited partnership ("Gecko Booty") effective as of November 1, 1997,
certain properties and partnerships interests consisting of one (1) field
area in west Texas, one (1) field area in southeast New Mexico (the "Permian
Basin Properties"), three (3) field areas in the Texas Panhandle and one (1)
field area in northern Oklahoma. The acquisition was accomplished by the
purchase from Gecko Booty of the southeast New Mexico properties, the
purchase from EnCap and ECIC of the general and limited partnership
interests in BMC Development No. 1 Limited Partnership, a Texas limited
partnership which owns a portion of the Texas Panhandle and northern
Oklahoma properties, and the purchase from EnCap and ECIC of the limited
partnership interests in Future Acquisition 1995, Ltd., a Texas limited
partnership of which the Company's Subsidiary, Future Petroleum
Corporation ("Future Texas"), is the general partner and which owns the
Texas Panhandle and West Texas properties. The Company formed a new
subsidiary created under the laws of the state of Nevada, Future Energy
Corporation, to own the limited partnership interests acquired. The
general partnership interests and the Gecko Booty properties will be owned
by Future Texas. The purchase price for the assets and interests acquired
was $6.6 million and 1,575,000 shares of the Company's common stock. The
primary producing formations include Grayburg, San Andres and Strawn in
the Permian Basin Properties, the Clearfork, Brown Dolomite and Granite
Wash in the Texas Panhandle and Red Fork and Meramecian Chet in northern
Oklahoma. The properties include 206 producing oil and natural gas wells
on approximately 18,740 gross acres (17,749 net acres).
The Company financed the acquisition of the properties by issuing the
sellers promissory notes aggregating $6.6 million and issuing 1,575,000
shares of restricted common stock. Together with the 225,000 shares of
the Company's common stock already held by EnCap and ECIC, EnCap and ECIC
now own in the aggregate 1,800,000 shares of common stock, representing
approximately 30% of the common stock of the Company. The notes carry a 10%
per annum interest rate and mature in five and one half (5 1/2) years. Under
the terms of the notes the Company will make payments of interest only until
June 30, 1998, at which time payments of principal and interest will begin.
The Company may prepay the note at anytime without penalty. All of the
properties and interests acquired, as well as the other assets of the
Company and Future Texas secure the notes.
DEVELOPMENT PROPERTIES
Oil and Gas Holdings. The Company's properties are located onshore
principally in Texas, New Mexico and Oklahoma. As of April 15, 1998, the
Company owns interests in a total of 277 gross (246 net) producing wells,
of which 231 wells are operated by the Company. As of that date, the
Company had oil and gas rights in leases comprising 21,795 gross
(18,762-net) acres.
TEXAS PANHANDLE
The Company's Texas Panhandle properties offer long lived oil and natural
gas reserves and are the core properties of the Company. There are over
30 proved Brown Dolomite, Granite Wash and Moore County Lime development
drilling locations. The gas produced is high in Natural Gas Liquids
(NGL) which enables the Company to receive premium prices for its gas sold.
In addition, the implementation of advanced hydraulic fracturing to new
development wells and refracturing existing wells have proven to recover
additional reserves.
Panhandle Field. The Company has an interest in and operates one
hundred sixty one (161) wells in the Panhandle of Texas. These wells are
located in Gray, Carson, Hutchinson, Moore and Roberts Counties, Texas.
Most of the wells are located in the Panhandle Field. This field is on the
Amarillo uplift West of the Anadarko Basin. All of the Company's wells
produce from the Wolfcamp Brown Dolomite of Permian age and the
Pennsylvanian granite wash. Production is primarily oil, natural gas
liquids and gas on the uplift. The Company's wells on the Western edge
of the Anadarko Basin flanking the uplift are located on anticlines along
a structural ridge. These wells produce gas from the same pay zones found
on the uplift in the big Panhandle Field.
The Company markets its gas through plants in the Panhandle field.
The high liquid content contained in Panhandle gas enables the Company to
participate in two separate markets for its gas thereby allowing the
Company to enhance the market value of the gas stream.
NORTH TEXAS
Wichita County Regular Field. The Company owns and operates seventy
(70) wells in the Wichita Regular Field in Wichita County, Texas. The field
is on the Bend Arch north of the Fort Worth basin. The pay zones are the
Gunsight sand, the Thomas sand and an unconsolidated 600' sand. The
Gunsight sand is presently under waterflood. All of these sands are
Pennsylvanian in age. The trap is a combination of statigraphy and structure.
The Company is presently performing remedial recompletions, stimulations and
improvements to the waterflood.
PERMIAN BASIN
Edmission Clearfork. The Company operates and intends to flood its
Edmission Clearfork project in Lubbock County, Texas. Two (2) existing
floods that have produced more secondary oil from the waterfloods than they
produced under the primary phase of production directly offset the property.
The Company has a 100% working interest in this field.
Azalea Field. The Company has an interest in seventeen (17) producing
wells and one (1) commercial Salt Water Disposal well in the Azalea Field,
located approximately eight (8) miles Southeast of Midland, Texas in Midland
county. It is in the East central portion of the Midland geological Basin.
It is near the edge of the Grayburg-San Andres shelf as it swings across the
basin from the Central Basin Platform on the west to the eastern shelf on
the east. The field is an anticlinal dome caused by drape over of a carbonate
bioherm. The leases are on or near the crest of the anticline. The potential
pays are in the Grayburg, Permian age sands and carbonates and the San Andres,
also Permian, Carbonates (dolomite and limestone). It is the intention of
the Company and its partner to drill infill wells to both pay zones and to
start a waterflood in order to increase the recovery of oil. Potential
increases in production and reserves will increase the Company's reserve
base substantially. The Company has completed the drilling of two
development wells. The results of these wells indicate that up to 80% of
the original oil in place still remains in the reservoir and that a portion
of the remaining oil in place can be recovered by a waterflood.
Casey Strawn Field. The Company owns a 33% Working Interest in this
Field in Lea County, New Mexico which is located on a large Penn Reef Trend.
There are 4 existing wells and one 3-D seismically identified PUD location.
NORTH CENTRAL OKLAHOMA
Red Fork Trend. The Company owns 1340 proven producing acres on the
trend containing 8 producing wells. A recent uphole recompletion in the
Oread Formation by an offset operator is producing 600 MCF per day. The
Company, after reviewing its own logs on its existing wells, believes that
2 and possibly 4 wells have uphole recompletion potential in the Oread
Formation.
EXPLORATION PROPERTIES
Price Ranch Field. The Price Ranch, located in the Texas Panhandle,
contains 8390 net acres. Three prospective features have been identified
along a producing anticlinal trend using well control and 2-D seismic.
A 3-D seismic survey will be utilized to further delineate the three
features and to pick drilling locations.
Caddo Field. The Pure Oil Company discovered the Caddo Field,
located along the north edge of the Ardmore Basin, just south of the
Arbuckle Mountains on July 14, 1939. It is located in, Carter County,
Oklahoma. Production is from the Goddard sandstone, Sycamore limestone,
Woodford shale, Hunton limestone, Viola limestone, and 2nd Bromide
sandstone. It has produced 3.99 MMBO and 29.9 MMMCFG. Caddo Field is
essentially a gas field with a thin oil ring around it. Structurally,
the field is an anticlinal fold on a horst block. The Company has obtained
oil and gas leases within the oil ring that surrounds the Caddo Field.
One (1) well will initially be drilled to determine if additional wells
on 4 more locations are warranted.
Cumberland Field. The Cumberland Field is located in Township 5
South Range 7-East in Bryan and Marshall Counties, Oklahoma. The field
has a northwest-southeast orientation and is located on a structural high
associated with the southwest fault block (horst) of a large northwest-
southeast oriented horst and graben fault system. Cumberland field has
produced over 73 MMBBLS and over 54 MMMCFG. A substantial amount of
remaining BBLS of oil should be producible using present day recovery
methods and oil prices. Proven gas reserves remaining to be produced are
estimated to be at least 30 MMMCFG. The Arbuckle has never been completely
tested. It holds potentially great-untapped reserves. Cumberland field
was discovered in 1940 by the Pure (Unocal) #100-1 Quintin Little. Pays
range from the Arbuckle Dolomites (Ordovician in age) up through the
Simpson Sands, Viola and Hunton Limestones, Woodford Chert and Sycamore
Siltstones (Pennsylvanian age). The Simpson Sands are the oil reservoirs.
They also hold a large share of the gas as attic gas in their gas caps.
The Company has obtained oil and gas leases on the flanks of this field.
Major oil companies have conducted an extensive 3-D seismic study of
this area with the idea of extending this field and further developing
the remaining reserves. The Company is currently participating in a
well based on this 3-D seismic survey. The well is utilizing directional
drilling techniques. Currently, one (1) directional lateral has been
completed and drilling is proceeding on a second lateral.
MARKETING
Gas Sales. Current marketing arrangements generally provide the
Company with the ability to sell its well deliverability from the
Company's fields to major processing plants operated by KN Energy, GPM
Gas Corporation, Crescendo Resources, Inc., and Western Gas Company.
All of the Company's gas is processed thereby allowing the Company to
participate in the liquid rich (NGL's) sales from the tailgate of the
plants as well as the residue gas which enhances the value of the full
gas stream. The Company's gas is sold under contracts with unexpired
terms up to five years. The Company has no fixed delivery commitments.
Oil Sales. The Company's sales of crude oil and condensate are
generally made at posted field prices, plus certain bonuses, which are
not subject to regulations. Texaco Trading and Transportation, Total
Petroleum Corporation, Phillips Petroleum Corporation Navajo Refining
Co., Eott Energy Corp., and Diamond Shamrock are the Company's main
crude oil purchasers.
COMPETITION
The oil and gas industry is highly competitive. Major oil and gas
companies, independent concerns, drilling and production purchase
programs and individual producers and operators are active bidders for
desirable oil and gas properties, as well as the equipment and labor
required to operate those properties. Many competitors have financial
resources substantially greater than those of the Company. Many
competitors also have substantially larger staffs and facilities than
those of the Company. The availability of a ready market for the
Company's oil and gas production depends in part on the cost and
availability of alternative fuels, the level of consumer demand, the
extent of other domestic production of oil and gas, the extent of
importation of foreign oil and gas, the cost of and proximity to
pipelines and other transportation facilities, regulations by state and
federal authorities and the cost of complying with applicable environmental
regulations.
REGULATION
General. Domestic development, production and transportation of oil
and gas are extensively regulated at both the federal and state levels.
Legislation affecting the oil and gas industry is under constant review for
amendment, frequently increasing the regulatory burden on the industry.
Also, numerous departments and agencies, both federal and state, have issued
rules and regulations binding on the oil and gas industry and its individual
members, compliance with which is often difficult and costly and some of
which carry substantial penalties for noncompliance. The following
discussion of oil and gas industry regulation is summary in nature and is
not intended to cover all regulatory matters that could affect the Company.
State Regulation. State statutes and regulations require permits
for drilling operations and construction of gathering lines, as well as
drilling bonds and reports concerning operations, often creating delays in
drilling, completing new wells and connecting completed wells. Texas and
other states in which the Company conducts operations also have statutes
and regulations governing conservation matters, including regulation of the
size of drilling and spacing or proration units, the density of wells that
may be drilled and the unitization or pooling of oil and gas properties.
In addition, state conservation laws establish maximum rates of production
from oil and gas wells, generally prohibit the venting or flaring of gas
and impose certain requirements on the ratability of production. Many
states including Texas also have regulatory mechanisms that attempt to
match monthly production to the market demand for oil and gas. Certain
existing statutes or regulations set limits below the rates at which oil
and gas is currently produced from wells in which the Company owns an
interest or the prices received for its production.
Federal Regulation. Since the lifting of federal price controls in
1981, sales of crude oil, condensate and natural gas liquids can be made at
uncontrolled market prices. For many years, the sale and transportation of
natural gas in interstate commerce have been subject to regulation under
various federal laws, including the Natural Gas Act of 1938 ("NGA") and the
Natural Gas Policy Act of 1978 ("NGPA"), both of which are administered by
the Federal Energy Regulatory Commission ("FERC"). The provisions of these
acts and regulations are complex. Under these acts, producers and marketers
have historically been required to obtain from FERC certificates to make so
called "first sales" and abandonment authority to discontinue those sales.
Additionally, first sales have been subject to price regulations. However,
as a result of the enactment of the NGPA and the Natural Gas Wellhead
Decontrol Act of 1989, the remaining regulations imposed by the NGA and
the NGPA on first sales were terminated on January 1, 1993. Thus, sales
of natural gas may currently be made at uncontrolled market prices. FERC
jurisdiction over transportation and sales other than first sales has not
been affected.
Commencing in the mid-1980s, FERC promulgated several orders designed
to enhance competition in natural gas markets by requiring that access to
the interstate transportation facilities necessary to reach those markets be
provided on an open nondiscriminatory basis. FERC has also adopted
regulations intended to make intrastate natural gas transportation accessible
to gas buyers and sellers on an open nondiscriminatory basis through
procedures under which intrastate pipelines may participate in certain
interstate activities without becoming subject to FERC's full NGPA
jurisdiction. These orders have had a profound influence upon natural gas
markets in the United States and, among other things, have fostered the
development of a large short term or spot market for gas. The most
significant of these orders is Order 636.
FERC issued Order 636 in April 1992 to require further restructuring of
the sales and transportation services provided by interstate pipelines that
perform open access transportation. The changes were intended to improve the
competitive structure of the interstate natural gas pipeline industry and to
create a regulatory framework that put gas sellers into more direct
contractual relations with gas buyers. Order 636 required individual
pipeline service restructuring proceedings designed to "unbundle" the
services provided by interstate pipelines so that producers and purchasers of
natural gas may secure transportation and storage services from the most
economical source, whether interstate pipelines or other parties. These
initiatives have substantially reduced or eliminated the interstate
pipelines' traditional role as wholesalers of natural gas in favor of
providing only natural gas storage and transportation services.
Although Order 636 does not actually regulate gas producers, FERC has
stated that Order 636 is intended to foster increased competition within all
phases of the natural gas industry. It is unclear what impact, if any,
increased competition within the natural gas industry under Order 636 will
have on the Company as a producer. Furthermore, because the requirements of
Order 636 were only recently implemented through individual restructuring
proceedings on a pipeline-by-pipeline basis, it is impossible to predict what
effect, if any, Order 636 will have on the Company's gas marketing operations.
The increasing complexity of the energy regulatory environment has
prompted many producers, including the Company, to rely on highly
specialized experts for the conduct of gas marketing operations. The need
for these specialized services is expected to continue.
Energy Policy Act. The Energy Policy Act of 1992 (the "Energy Act")
was enacted to promote vehicle fuel efficiency and the development of
renewable energy sources such as hydroelectric, solar, wind and geothermal
energy. Other provisions of the Energy Act include initiatives for
reducing restrictions on certain natural gas imports and exports and for
expanding and deregulating natural gas markets. While these provisions
could have a positive impact on the Company's natural gas sales on a
long-term basis, any positive impact could be offset by measures promoting
the use of alternative energy sources other than natural gas. The impact
of the Energy Act on the Company has not been material.
Environmental. The Company's activities are subject to various
federal, states and local laws and regulations designed to protect the
environment. The Company does not conduct activities offshore.
Operations on the Company's onshore properties may generally be liable
for clean-up costs to the federal government for up to $50 million for
each discharge of oil or hazardous substances under the Federal Clean
Water Act, up to $350 million for each oil discharge under the Oil
Pollution Act of 1990 and for up to $50 million plus response costs for
hazardous substance contamination under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 (Superfund).
MINERAL HOLDINGS
General. The Company has interests in a number of properties, none
of which is in production. The Company is seeking arrangements with
third parties to sublease, joint venture, or sell properties where warranted.
Coarse Gold Claims. Alaska Eldorado Gold Company, a Nevada corporation
is a 100% subsidiary of the Company and holds title to 7 placer claims
covering approximately 140 acres located northeast of Nome, Alaska, the
Coarse Gold claims. The Company plans on drilling and trenching to further
delineate gold reserves in the 1998 season.
Eldorado Canyon Properties. The Eldorado Canyon Properties consist
of 24 1/2 patented, 10 unpatented, and 5 millsites forming two separate
sites: (1) the main grouping consists of 171/2 patented, 10 unpatented,
and 5 millsites covering approximately 710 acres; (2) 7 patented claims
located in the Capital Camp area located 3 miles southeasterly of the main
group of claims. All claims are in Clark County, Nevada, within the Nelson
or Eldorado Canyon Mining District, approximately 25 miles south of Boulder
City. Principal minerals produced by others in the mining district are
gold and silver.
The properties are crossed by the gravel road from Nelson to
Searchlight, Nevada. Single-phase electric power is on the property, and
the Company owns a water right to a well in Copper Canyon.
During the past 20 years, exploration has been done over most of the
property. Significant mineralization was found in two places: (1) Copper
Canyon, in which a body of copper mineralization was discovered, and (2) the
Blackhawk and Wall Street claims on which a gold/silver mineral deposit was
discovered. There is estimated to be blocked out surface accessible
gold/silver mineralization estimated at one million tons of a grade 0.06
ounces gold and 0.6 ounces silver per ton.
In March 1994, the Company entered into an agreement to sell to Nevada
Pacific Mining Company, Incorporated, Las Vegas, Nevada, an unaffiliated
entity, the Eldorado Canyon property for a total of $740,000. The final
balance of $160,000 was due and payable on July 1, 1997. The unpaid balance
is secured by a deed of trust on the property. The note was in default as
of December 31, 1997, as all unpaid principal and interest was due and
payable on July 1, 1997.
White Basin Gypsum Prospect. The White Basin Gypsum Prospect consists
of 19 contiguous unpatented claims forming a 380-acre site and covering
large, high-quality gypsum outcrops. These beds of the Horse Springs
formation are 60 to 120 feet thick estimated to contain over 30 million
tons of 85 percent gypsum, including considerable tonnage of 95 percent plus.
The gypsum claims are approximately 40 air miles east of Las Vegas,
Nevada, 4 miles from the paved North Shore Road between Henderson and
Overton, Nevada. Another road gives access to Interstate 15 at a point 30
miles northeast of Las Vegas, which is also on the main line of the Union
Pacific Railroad.
Great Eastern/Key West Prospects. The Great Eastern Prospect now
consists of 8 unpatented claims located approximately 20 road miles south
of the town of Bunkerville, Clark County, Nevada. The prospect contains
deposits of copper, nickel and platinum on which several diamond drill
holes were drilled by the U. S. Bureau of Mines during World War II.
These claims adjoin the Key West patented group, which contains a body
of copper-nickel-platinum ore and was a producer of platinum at one time.
The Company formed an agreement with Nevada Nickel & Copper Company,
whose patented Key West group adjoins the Company's claims on the west, to
pool the properties and seek to sell or lease the properties, with the two
companies splitting the proceeds 50-50.
Rights to Unpatented Mining Claims. Various federal and state laws
impose requirements designed to reduce the impact of exploration and other
field activities on the environment and to require the restoration of the
surface following such activities. Such regulations may restrict access to
certain areas, preclude significant surface disturbances without first
obtaining rights in the property or without first filing a proposed plan of
operations with the United States Bureau of Land Management or similar
application with the state or other authority if it has jurisdiction of the
area, and first obtaining all required consents. There is no assurance that
any requisite approvals can be obtained, that the Company's proposed plans
might not have to be modified in order to obtain the required approvals, or
that delays will not be encountered.
Unpatented mining claims, when properly located, staked, and posted
according to regulation, give the claimant possessory rights only.
Possessory title to an unpatented mining claim, when validly initiated
endures unless lost through abandonment due to failure to perform and file
proof of annual assessment work or through a forfeiture, which results from
an examination of the public record. The continuing validity of these claims
is subject to many contingencies, including the availability of land for
location at the time the location was made, the making of valid mineral
discoveries within the boundary of each claim, compliance with federal and
state regulations for locating claims, the performance of annual assessment
work, and the making of required annual filings with the Bureau of Land
Management and the appropriate state authority in which the claims are
located. Failure to perform annual assessment work subjects the claimant to
forfeiture of rights through valid subsequent locations by others or through
cancellation by the government agency involved.
The Company believes that it has valid possessory title to all of the
unpatented federal mining claims described herein although it has not
completed an in-depth title examination of any of its properties.
A 1993 statutory change authorized the promulgation of regulations
requiring annual assessment work on unpatented mining claims and established
a mandatory annual rental fee of $100 per claim for fiscal years 1994 and
1995 for each mining claim and site in lieu of the current annual assessment
work requirement. Failure to pay the required rental fee by the statutory
deadline constitutes a statutory abandonment of the mining claim or site.
Congress is currently considering various amendments to the 1872
General Mining Law respecting unpatented mining claims that would impose a
royalty on production from such claims and contain other limitations or
requirements that, if enacted and applicable to the Company's unpatented
mining claims, would have a material adverse impact on the Company.
The foregoing changes in the laws and regulations affecting mining
claims were a major factor in the Company's previous decision to seek
diversification through the reorganization with the Company.
GENERAL HISTORY
Future Petroleum Corporation (the "Company") is engaged through its
subsidiaries and subsidiary partnerships in the development of oil and
natural gas properties located onshore primarily in Texas, New Mexico and
Oklahoma. The Company's strategy has historically been focused on
development drilling and exploration activities in or near established
production areas. The Company intends to continue its emphasis on
development drilling and to augment this strategy with the acquisition of
producing oil and gas reserves.
Prior to 1994, the Company, formally known as Intermountain
Exploration Company, was engaged solely in mineral exploration, holding
non-producing mineral properties in the western United States. In view
of adverse economic conditions experienced by small exploration firms
whose properties consist principally of unpatented mining claims, in 1992
the Company made a strategic decision to reduce its mineral activity and to
seek diversification. This decision was driven in large measure by recent
legislation that imposed substantial annual cash rental fees on unpatented
mining claims, thereby increasing the carrying costs of the Company's
properties as it continued with minimal exploration while it sought joint
venture, leases, or other arrangements with third parties in which they
would provide major exploration funding.
As a result of management's decision, in 1993 the Company acquired
all of the issued and outstanding common stock of a Texas corporation, in
consideration of the issuance of approximately 2,713,000 shares of common
stock of the Company, which represented approximately 85% of the number of
shares of the Company's issued and outstanding common stock after the
transaction. Subsequently, the Company was renamed Future Petroleum
Corporation.
EMPLOYEES
The Company has eight (8) employees, including two (2) executive
officers, all of which are associated with the Company's oil and gas
activities. Of the eight (8) employees, two are salaried management
personnel, and six are field personnel. The Company also contracts with
two independent contractors for engineering, land research and fieldwork.
<PAGE>
ITEM 2. PROPERTIES
OIL AND GAS PROPERTIES
The Company's significant oil and gas properties are located in Gray,
Carson, Hutchinson, Roberts, Lubbock, Midland, Moore and Wichita Counties in
Texas, and Grant, Bryan, Logan, Marshall, and Carter Counties in Oklahoma.
The Company also holds interest in oil and gas properties in Lea County, New
Mexico. Generally, production is from depths of less than 12,000 feet. For
additional information about these properties, see financial statements.
In the oil and gas industry and as used herein, the word "gross" well
or acre is a well or acre in which a working interest is owned; the number
of gross wells is the total number of wells in which a working interest is
owned. A "net" well or acre is deemed to exist when the sum of fractional
ownership working interests in gross wells or gross acres equals one. The
number of net wells or acres is the sum of the fractional working interests
owned in gross wells or gross acres.
WELL AND ACREAGE
Shown below are tabulations of the productive wells and estimates of
the Company's net interest in total proved reserves of crude oil,
condensate, natural gas liquids and natural gas as of December 31, 1997,
based on information prepared by an independent petroleum engineer. All
wells are located in the United States.
PRODUCTIVE WELLS
Gross Net
___________ ____________
Gas 11 10
Oil 266 236
___________ ____________
Totals 277 246
RESERVES
Petroleum engineering is not an exact science and involves estimates
based upon numerous factors, many of which are inherently variable and
uncertain. Consequently, reserve estimates are imprecise and are subject
to change, as additional information becomes available. Estimates based
upon shore periods of production may not be reliable as those based upon
longer production histories. Further, estimates of oil and gas reserves,
of necessity, are projections based on engineering data. As a result of
the uncertainties inherent in the interpretation of such data, there can
be no assurance that the Company's estimated oil and gas reserves would
ultimately be developed. Estimates of the reserves and future net
revenues involve projecting future results under current operating and
economic conditions. Actual production, revenues, taxes, development
expenditures and operating expenses may not occur as estimated. Product
prices vary over time due to market forces, which are beyond the Company's
control.
PROVED RESERVES
Oil & Natural
Gas Liquids Gas
---------------- ------------
(BBLS) (MCF)
Balance, January 1, 1995 10,000 1,170,000
Purchase of minerals in place 86,000 573,000
Revisions of estimates 31,000 (89,000)
Conveyance of minerals in place
to limited partnership (11,000) (350,000)
Production (3,000) (84,000)
---------------- ------------
Balance, January 1, 1996 113,000 1,220,000
Purchase of minerals in place 5,000 --
Abandonment of minerals (3,000) (181,000)
Revisions of previous estimates (56,000) (767,000)
Production (7,000) (29,000)
---------------- -------------
Balance, Dec. 31, 1996 52,000 243,000
Purchase of minerals in place 2,071,000 6,176,000
Revisions of previous estimates 89,000 (220,000)
Production (33,000) (60,000)
--------------- -------------
Balance, December 31, 1997 2,179,000 6,139,000
The following tables summarize the net production owned by the
Company and produced to its interest, less production and royalties due
others, for all properties in which the Company had an interest during
the periods indicated. The net production to the Company increased during
1997, as a result of the transfer of producing properties from the
partnerships acquired in November 1997. (See "ITEM 1. BUSINESS.")
OPERATIONS
ANNUAL PRODUCTION 1997 1996 1995
Barrels of oil equivalents (Boe) 43,000 11,833 17,000
Natural gas (MMcf) 60,000 29,000 84,000
Natural gas liquids (MBbls) 18,000 3,850 1,650
Oil and condensate (MBbls) 15,000 3,150 1,350
DAILY PRODUCTION
Year Ended December 31,
1997 1996 1995
Average net daily production
Gas (mcf) 164 79 230
Oil (bbls) 41 19 8
NGL (bbls) 49 -- --
Average sales price
Gas ($ per mcf) $ 1.91 $ 2.82 $ 1.59
Oil ($ per bbl) $15.92 $21.32 $16.63
NGL ($ per bbl) $13.54 -- --
The average production cost per barrel of oil equivalent, which
includes lifting costs (electricity, fuel, water disposal, repairs,
maintenance, pumper, transportation, and similar items), and production
taxes, were $9.74 for 1997, $15.80 for 1996, and $8.88 for 1995. To
facilitate comparisons, units of production are expressed in common units,
with gas converted to a common unit of oil production on the basis of six
mcf of gas for one bbl of oil.
The Company sells gas on a contract basis to one of several
purchasers in each of the areas in which it has productive gas wells.
The Company sells oil at posted field prices to one of several purchasers
in each of the areas in which it has productive oil wells.
LEASEHOLD
The following table sets forth developed and undeveloped acreage
owned by the Company as of December 31, 1997.
Developed Acreage Undeveloped Acreage Total
Gross Net Gross Net Gross Net
------------------ -------------------- ---------------------
New
Mexico 320 107 0 0 320 107
Texas 6,832 6,357 10,038 9,791 16,870 16,148
Oklahoma 2,715 2,340 1,890 167 4,605 2,507
------------------ ------------------- ----------------------
Totals 9,867 8,1804 11,928 9,958 21,795 18,762
DRILLING ACTIVITIES
The wells drilled by the Company during the periods indicated are
summarized in the following table.
Year Ended December 31,
1997 1996 1995
Gross Net Gross Net Gross Net
------------------ ---------------- --------------------
Development
Gas (mcf) -- -- 1 .15 -- --
Oil (bbls) 2 2 2 .14 -- --
Non-productive -- -- -- -- -- --
----------------- ----------------- --------------------
Totals 2 2 3 .29 -- --
================= ================= ====================
Exploratory
Gas -- -- -- -- -- --
Oil 1 .0042 -- -- -- --
Non-productive -- -- -- -- -- --
----------------- ---------------- ---------------------
Totals -- .0042 -- -- -- --
Mineral Properties
(See ITEM I of this 10KSB for a description of the Company's
properties.)
Executive Offices
The Company's principal executive offices, consisting of
approximately 2,700 square feet of office space located at 2351 West
Northwest Highway, Suite 2130, Dallas, Texas 75220, are rented from an
unrelated party at a current rate of $2,006.44 per month, under a lease
expiring December, 31, 1998.
The Company also maintains a field operations office at Pampa, Texas.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor any of its property is subject to any
material pending legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the shareholders during
the fourth quarter of 1997.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded in the over-the-counter market
and is quoted on the OTC Electronic Bulletin Board of the National
Association of Securities Dealers, Inc., under the symbol "FUPT".
The following table sets forth the high and low bid quotations for the
Company's Common Stock as reported on NASDAQ for the periods indicated,
based on interdealer bid quotations, without markup, markdown, commissions
or adjustments (which may not reflect actual transactions). The Company's
Common Stock has traded on a very limited basis during the preceding two
years. In March 1994, the issued and outstanding common stock of the
Company was reverse split 6 to 1. All quotations have been adjusted
retroactive to give effect to this reverse split.
Bid Quotation
High Low
1997
Quarter ended March 31 $0.875 $0.1875
Quarter ended June 30 $1.00 $0.625
Quarter ended September 30 $0.9687 $0.6562
Quarter ended December 31 $0.625 $0.25
1996
Quarter ended March 31 $0.1875 $0.125
Quarter ended June 30 $0.25 $0.1875
Quarter ended September 30 $0.25 $0.1875
Quarter ended December 31 $0.1875 $0.15625
As of April 14, 1998, immediately prior to the date of this report,
the Company's Stock was quoted on the OTC Electronic Bulletin Board at
a closing bid of $0.50.
On April 15, 1998, the Company had approximately 860 shareholders.
Unregistered Sales of Securities
During 1997, the year covered by this report, the Company sold
securities without registration under the Securities Act of 1933 (the
"Securities Act") in the following transactions:
In November 1997, the Company acquired certain producing properties
and partnership interests for $6.6 million and 1,575,000 shares of
restricted Common Stock. See ITEM 1. DESCRIPTION OF BUSINESS.
The securities issued in the transactions described above were issued
in reliance on the exemption from the registration and prospectus
delivery requirements of the Securities Act provided in 4(2) thereof.
Each purchaser was provided with business and financial information
respecting the Company and was provided with the opportunity to obtain
additional information in order to verify the information provided or
to further inform themselves respecting the Company.
Each of the persons acquiring such securities acknowledged in
writing that such person was obtaining "restricted securities" as
defined in rule 144 under the Securities Act; that such shares could
not be transferred without registration or an available exemption
therefrom; that such person must bear the economic risk of the
investment for an indefinite period; and that the Company would
restrict the transfer of the securities in accordance with such
representations. Such persons also agreed that any certificates
representing such shares would be stamped with a restrictive legend
covering the transfer of such shares. The certificates representing the
foregoing shares bear an appropriate restrictive legend conspicuously on
their face, and stop transfer instructions are noted on the Company's
stock transfer records.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
General
In November 1997, the Company completed a recapitalization of its
balance sheet by issuing new equity and $6.6 million of debt to acquire
total proved reserves with a present value, discounted at 10%, of $14.6
million. The recapitalization enhances the Company's ability to compete
in the oil and gas industry by substantially increasing its cash flow
available for investment and improving its ability to attract capital.
The ability to redirect cash flow to acquisition, exploitation, and
exploration activities allows the Company to pursue its aggressive
growth strategy.
Business Strategy
A primary component of the Company's strategy is to expand its oil
and gas development and exploration activities. In addition to
developing its existing reserves, the Company will attempt to increase its
reserve base, production and operating cash flow by engaging in strategic
acquisitions of oil and natural gas properties.
What the Company needs to complement its developed, long-lived asset
base is a portfolio of properties rich with opportunities for reinvestment
in both exploitation and exploration projects. We have chosen to focus on
domestic producing basins that will establish for us new core areas of
operation. We also desire to operate the properties we acquire because as
the operator, we believe we can control the timing of projects and receive
the highest possible returns.
The Company does not have a specific acquisition budget because of
the unpredictability of the timing and size of forthcoming acquisition
activities. There is no assurance that The Company will be able to
identify suitable acquisition candidates in the future, or that the Company
will be successful in the acquisition of producing properties. In order to
finance any possible future acquisitions, the Company will either use
borrowings or the Company may seek to obtain additional debt or equity
financing in the public or private capital markets. Further, there can be
no assurances that any future acquisitions made by the Company will be
integrated successfully into the Company's operations or will achieve
desired profitability objectives.
Liquidity and Capital Resources
The Company incurred a consolidated net loss of $12,000, and had
income of $119,000, for the years ended December 31, 1997 and 1996,
respectively. At December 31, 1997, the Company had negative working
capital of $271,000, which was a $159,000 decrease from the $112,000
working capital deficit that the Company had as of December 31, 1996.
This decrease in working capital was due primarily to the current portion
of long term debt resulting from the acquisition of proved reserves
referred to above. Management believes cash flow from those reserves will
be sufficient to eliminate the working capital deficit.
Cash Flow to Operating Activities
Operating activities of the Company during 1997 provided net cash of
$154,000. The Company purchased two (2) partnerships and the assets of a
third for $6.6 million and 1,575,000 shares of the Company's common stock.
Investing activities in 1997 provided net cash of $16,000, primarily due
from cash in the purchased partnerships. Financing activities in 1997
provided net cash of $9,000 primarily due to proceeds from the exercise of
stock options.
Operating activities of the Company during 1996 provided net cash of
$168,000. Such cash was primarily related to oil and gas operations. The
Company paid $166,000 for the purchase of property and equipment during 1996,
which was offset by proceeds from the sale of mining properties and property
and equipment during the year in the amount of $244,000, resulting in net
cash provided by investing activities of $105,000.
Results of Operations
1997 and 1996
Total revenues in 1997 increased to $772,000 from $378,000 in 1996,
primarily due to the acquisition of two (2) partnerships and the assets of
a third. Production costs increased due to the purchase of the proved
reserves. General and administrative expenses increased to $154,000 from
$120,000 in 1996. The Company incurred a net loss in 1997 of $12,000
compared to net income of $119,000 in 1996, primarily due to $102,000
being recognized in 1996 for the sale of mining properties, which did
not recur in 1997.
1996 and 1995
Total revenues in 1996 increased to $378,000 from $253,000 in 1995,
primarily due to increased prices and new wells drilled in 1996.
Production costs increased slightly due to workovers performed.
General and administrative expenses declined to $120,000 from $139,000
in 1995. Net income in 1996 increased to $119,000 from $58,000 in 1995,
primarily due to an increase in gains on sales of mining properties and
to a decrease in expenses referred to above.
Inflation
The Company's activities have not been, and in the near term are
not expected to be, materially affected by inflation or changing prices
in general. The Company's oil exploration and production activities are
generally affected by prevailing prices for oil, however.
(See"ITEM 1. BUSINESS.")
YEAR 2000 ISSUE
The Company has reviewed its current computer software and hardware
systems, and is currently working to resolve the potential problems
associated with the Year 2000 and the processing of date sensitive
information by such systems. Based on preliminary information, the
Company believes that it will be able to implement successfully the
systems and programming changes necessary to address the Year 2000 issues,
and does not expect the cost of such changes to have a material impact on
the Company's financial position, results of operations or cash flows in
future periods.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The table of contents of the financial statements and supplementary
data included in this report is contained in "ITEM 14. EXHIBITS REPORTS
ON FORM 8-K".
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are no changes or disagreements with accountants on
accounting and financial disclosure.
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth the name, age and position of
each executive officer and director of the Company.
Director
Name Age Position Term Expires
B. Carl Price 39 President, Director 1997
and Treasurer
Don Wm. Reynolds 72 Chairman of the Board, 1997
Director
Robert Price 71 Vice-President, Director 1999
D. William Reynolds, Jr. 36 Director 1999
Christine Sirera 28 Secretary
Charles D. Laudeman 34 Director 1998
The articles of incorporation of the Company provide that the board
of directors shall be divided into three classes of approximately equal
size, with the directors in each class elected for a three-year term.
Officers serve at the pleasure of the board of directors. Biographical
information for each of the executive officers and directors is presented
below:
B. Carl Price
B. Carl Price is the president, chief executive officer, director
and one of the largest shareholders of the Company. He attended Oklahoma
State University where he majored in business. Mr. Price has been a
landman since the mid 1980's where he gained much experience by
initiating, managing, acquiring and operating oil and gas ventures and
properties, which he did with much success. The company was established
shortly after the oil and gas business had reached its peak in the late
1970's and early 1980's. Since the Company was established, Future has
acquired several producing properties, drilled numerous wells, including
directional wells, and has consummated many exploratory and development
properties. His management skills have enabled him to assemble a team of
qualified Board of Directors each with varied business, management, and
political experience. Together with teamwork, confidence, and knowledge,
Mr. Price is determined to continue the rapid growth of Future Petroleum
Corporation.
Don Wm. Reynolds
Don Wm. Reynolds, Chairman of the Board of Directors, graduated
from Ohio State University in 1952 with a degree in Geology. After
several short stints with Rowan Drilling Company and Geochemical
Engineering Company, he joined Union Oil Company of California in 1953
as a geologist. He retired from Unocal in 1992 after almost 40 years.
He served in various staff and management positions in West Texas, New
Mexico, Alaska, California and the mid-continent. Mr. Reynolds assembled
the second largest block of stock in Future Petroleum Corporation in the
fall of 1992. He joined the Board of Directors as Chairman in 1993. Mr.
Reynolds has been active in his profession and has served on many local
and national committees and held office in geological societies in West
Texas and California. He has been recognized for his efforts and can be
found listed in various editions of Who's Who in the business world.
Robert Price
Robert Price is vice-president of Future Petroleum and a member of
the Board of Directors. He received a Bachelor's Degree from Oklahoma
State University. Mr. Price owns and operates a working farm and cattle
ranch in the Texas Panhandle near Pampa, Texas. He, like his son Carl
Price, has been active in the oil and gas industry for over ten years.
He is a meticulous man who pays close attention to detail when overseeing
many field operations. His knowledge of the Texas Panhandle area has been
crucial for optimum drilling sights and exploratory developments. Before
his success as an oilman and cattle rancher, Mr. Price was a fighter pilot
in the Korean War where he flew 27 combat missions. He later went on to
serve his country as a United States Congressman and furthered his political
career as a Texas State Senator in Austin, Texas. His civic and social
status in the Oklahoma/Texas region has proved to be both beneficial and
advantageous for Future Petroleum.
D. William Reynolds, Jr.
D. William Reynolds, Jr. a member of the board of directors, is the
founder and president of Intelligent Financial Perspective, Inc. in Austin,
Texas. The corporation is a client server software development and
technology consulting firm specializing in financial applications. Prior
to starting his own business in 1989, Mr. Reynolds was a management
consultant for more than six years. He served on two nationwide
consulting firms specializing in the financial services industry.
Mr. Reynolds earned a Bachelor's Degree in Finance from the University of
California at Berkeley. Continuing his education, he went to The
University of Texas at Austin where he earned his M.B.A. degree in
Information Systems Management, and where he now holds a faculty position
in the graduate school of business.
Christine Sirera
Christine Sirera is the corporate secretary, office administrator
and shareholder of the Company. Ms. Sirera joined the Company in 1994 and
was appointed corporate secretary in 1996. Ms. Sirera attended Tarrant
County Junior College where she majored in business administration. Ms.
Sirera has further developed her business skills as an entrepreneur and
small business owner.
Charles D. Laudeman
Charles D. Laudeman, a member of the board of directors, is presently
a Gas Marketing Manager for Howell Petroleum Corporation, Houston, Texas.
His responsibilities include the direct marketing of Howells' gas and third
party gas, as well as identifying natural gas asset opportunities. He
graduated from Southern California University with a Bachelor of Arts Degree
in International Relations. A key accomplishment that Mr. Laudeman has been
able to provide for Future is market support and analysis of producers,
endusers and marketers of natural gas. He is an affiliate of the Natural
Gas Association of Houston, New Orleans and Oklahoma.
B. Carl Price is the son of Robert Price, and D. William Reynolds,
Jr. is the son of Don Wm. Reynolds.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of forms 3, 4 and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no person
who, at any time during the most recent fiscal year was a director, officer,
beneficial owner of more than 10% of any class of equity securities of the
Company or any other person known to be subject to Section 16 of the
Exchange Act failed to file on a timely basis reports required by Section
16(a) of the Exchange Act, except that Don Wm. Reynolds filed one report
less than 5 days late.
ITEM 10. EXECUTIVE COMPENSATION
Executive Officer Compensation
The following table sets forth, for each of the last three fiscal
years, cash compensation received by any person serving as chief executive
officer of the Company during the last preceding fiscal year and any of
the four remaining most highly compensated other executive officers whose
salary and bonus for all services in all capacities exceeded $100,000 for
the most recent fiscal year.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h (i)
- -------------------------------------------------------------------------------
Other Securities All Other
Annual Restricted Underlying Compen-
Year Compen- Stock Options/ LTIP sation
Name and Ended Salary Bonus sation Award(s) SARs Payouts
Position Dec. 31 ($) ($) ($) (#) (#) ($) ($)
- -------------------------------------------------------------------------------
B. Carl Price,
(CEO) 1997 $12000 -- $50,300(1) 25832(3) 200,000(2) -- --
President, 1996 $12000 -- $21,853(1) -- -- -- --
Director 1995 $12000 -- $35,000(1) -- -- -- --
- -------------------------------------------------------------------------------
(1) During 1997, 1996 and 1995, Price Oil & Gas Co., which is a company,
owned by Mr. Price was paid money for consulting services provided to the
Company.
(2) On January 10, 1997, the Company granted to B. Carl Price five-year
options to purchase 200,000 shares, respectively, at $0.44275, based on
the approximate market price of the Company's common stock on the date
of grant.
(3) On November 18, 1997, the Company granted 25,832 shares to Mr. Price.
The following table sets forth information respecting the exercise
of options and SARs during the fiscal year ended December 31, 1997, by
the named executive officer of the Company and the fiscal year end values
of unexercised options and SARs.
(a) (b) (c) (d) (e)
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Options/SARS at FY End ($)
at FY
Shares End (#)
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized($) Unexercisable Unexercisable
- -----------------------------------------------------------------------
B. Carl Price -- -- 237,720/-- $17,149/--
(1)Options to purchase 150,000 shares of Common Stock at any time
through February 25, 1999, at an exercise price of $0.267 per share.
On October 17, 1994, Mr. Price exercised options to acquire 112,280 shares
for cancellation of a debt owed to a company owned by Mr. Price in the
amount of $29,979.
Employment Agreements, Deferred Salary and Benefits
In November 1997, the Company entered into five-year agreements with
the president of the Company and two directors to provide compensation for
future services and for rental of certain property used as a storage yard.
The minimum annual compensation anticipated by the agreements is $123,600.
A portion of the compensation may be paid in stock of the Company, based
on the market price of the stock, as specified in the agreements.
Stock Option and Award Plan
The Company has adopted, and the shareholders have approved, a 1993
Employee Incentive Plan (the "Plan") intended to advance the interests
of the Company by attracting competent executive personnel and other
employees, ensuring the retention of the services of existing executive
personnel and employees, and providing incentives to all of such
personnel to devote the utmost effort and skill to the advancement and
betterment of the Company by permitting them to participate in the
ownership of the Company and thereby permitting them to share in
increases in the value of the Company which they will help to produce.
The Plan is administered by the board of directors or a committee
appointed from time to time by the board of directors. Under the Plan,
the board or duly appointed committee may grant stock options, which may
be incentive stock options ("ISOs") as defined in the Internal Revenue
Code (the "Code"), or options which do not qualify as ISOs, to directors
and employees of the Company who, in the opinion of the board or committee,
are expected to contribute materially to the Company's success in the
future. All employees of the Company are eligible to participate in the
Plan. A maximum of 800,000 shares, subject to adjustment for certain
events of dilution, are available for grant under the Plan, provided,
however, that in no event may the aggregate fair market value of shares
of the Company's common stock with respect to which ISO is exercisable
for the first time in any calendar year exceed $100,000.
The exercise price of options granted under the Plan may not be
less than 100% of the fair market value of the Company common stock on
the date the option is granted in the case of ISOs (110% of the fair
market value in the case of 10% stockholders). All ISOs granted under
the Plan shall expire not later than ten years from the date of grant
(5 years in the case of ISOs granted to 10% stockholders), and all
nonqualified options shall expire at such date as the board or a duly
appointed committee shall determine. The option price may be paid by
cash or, at the discretion of the board or a duly appointed committee,
by delivery of common stock or options already owned by the optionee
(valued at their fair market value at the date of exercise), or a
combination thereof.
The aggregate number of shares of common stock with respect to
which options may be granted under the Plan, the number of shares
thereof covered by each outstanding option, and the purchase price per
share thereof in each such option, shall be adjusted for any increase
or decrease in the number of issued shares of common stock of the Company
resulting from a recapitalization, reorganization, merger, consolidation,
exchange of shares, stock dividend, stock split, reverse stock split, or
other subdivision or consolidation of shares or other increase or decrease
in such shares effected without receipt by the Company of consideration
approved by the board of directors of the Company (an "Event of Dilution"),
in amounts to prevent substantial dilution or enlargement of rights granted
to or available for eligible employees. In the case of an ISO, the ratio
of the option price to the fair market value of the stock subject to the
option immediately after the change must not be more favorable to the
optionee on a share by share comparison than the ratio of the old option
price to the fair market value of the stock subject to the option
immediately before such transaction. All such adjustments shall be made
by the board or a duly appointed committee, whose good faith determination
shall be binding absent manifest error.
The board of directors of the Company may from time to time alter,
amend, suspend, or discontinue the Plan with respect to any shares of
common stock as to which options have not been granted. However, no such
alteration or amendment (unless approved by the stockholders) shall (a)
increase (except in the case of an Event of Dilution) the maximum number
of shares for which options may be granted under the Plan either in the
aggregate or to any eligible employee; (b) reduce (except in the case of
an Event of Dilution) the minimum option prices which may be established
under the Plan; (c) extend the period or periods during which options may
be granted or exercised; (d) materially modify the requirements as to
eligibility for participation in the Plan; (e) change the provisions
of the preceding paragraph relating to Events of Dilution; or (f)
materially increase the benefits accruing to the eligible employees under
the Plan.
On January 10, 1997, the Company granted to B. Carl Price five-year
options to purchase 200,000 shares, respectively, at $0.44275, based on
the approximate market price of the Company's common stock on the date of
grant.
On February 25, 1994, the Company granted to B. Carl Price five-year
option to purchase 150,000 shares, respectively, at $0.267 per share
(110% of the approximate market price of the Company's common stock on
the date of grant).
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 15, 1998, the outstanding
Common Stock of the Company owned of record or beneficially by each person
who owned of record, or was known by the Company to own beneficially, more
than 5% of the Company's 5,847,015 shares of Common Stock issued and
outstanding, and the name and share holdings of each officer and director
and all of the officers and directors as a group:
Nature of Number of
Name of Person or Group Ownership(1) Shares Owned Percent
Principal Shareholders
B. Carl Price Direct 1,089,149 18.6%
2351 W. Northwest Hwy Options 237,720 3.9%
Suite 2130 Total 1,326,869 22.5%
Dallas, TX 75220
Don Wm. Reynolds Direct 653,362 11.2%
206 Rock Street
Bowie, TX 76230
EnCap Equity 1994 LP Direct 1,800,000 30.8%
Energy Capital Investment
Co. PLC
1100 Louisiana, Ste 3150
Houston, TX 77002
Officers and Directors
B. Carl Price ------------------See Above--------------------------
Don Wm. Reynolds ------------------See Above--------------------------
Robert D. Price Direct(2) 138,456 2.4%
Options 50,000 0.8%
Total 188,456 3.2%
D. William Reynolds, Jr. Direct 733 0.0%
Christine Sirera Direct 16,808 0.3%
Options 40,000 0.7%
Total 56,808 1.0%
Charles D. Laudeman Direct 14,017 0.2%
Options 20,000 0.3%
Total 34,017 0.6%
All Executive Officers Direct 1,912,525 32.7%
& Directors as a Group Options 347,720 5.9%
(5 people) Total 2,260,245 38.6%
(1)Shares owned directly are owned beneficially and of record and such
record shareholder has sole voting, except as provided herein, investment
and dispositive power.
(2)15,409 of the shares held by Mr. Price are held jointly with his wife,
Martha Ann Price.
B. Carl Price is the son of Robert Price, and D. William Reynolds,
Jr. is the son of Don Wm. Reynolds.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reverse Stock Split
On March 14, 1994, the Company effected a six-to-one reverse stock
split of the issued and outstanding shares of the Company's common stock.
Immediately prior to the reverse stock split, the Company had 19,146,191
shares of common stock issued and outstanding, which were reduced to
3,191,032 shares after the reverse stock split. All share and per share
amounts in this report give effect to such reverse split.
Price Lease
In November 1990, the Company entered into a lease with Robert D.
Price, an officer and director of the Company, and Martha Ann Price, his
wife, respecting the Price Ranch prospect, consisting of 8,388 acres on
thirteen tracts of land in Gray, Roberts, Hutchinson and Carson Counties,
Texas. The term of the lease is for 10 years, subject to an extension for
an additional ten years at the option of the Company. A royalty of 1/8 of
the oil and gas produced from the wells drilled on the property is reserved
to the lessors, as well as a shut-in royalty after the expiration of the
primary term of $1.00 per acre subject to the lease if the Company performs
no operations on the property or all wells drilled thereon are shut-in for
a period of 90 consecutive days.
Future Acquisition 1995, Ltd.
In November 1997 the Company acquired the limited partners' interest
in Future Acquisition 1995, Ltd., in exchange for a note and stock in the
Company. (See Note 4.) During 1997, the Company earned $163,000 in well
operation fees from operating the wells of the partnership.
Price Oil & Gas Co.
Additionally, as of December 31, 1997, the Company owes a company owned
by the president of the Company approximately $27,000 for accrued consulting
fees and operating advances. The operating advances of $6,000 are short-term,
non-interest bearing, uncollateralized obligations of the Company.
<PAGE>
ITEM 13. EXHIBITS REPORTS ON FORM 8-K
(a)(1) Financial Statements. The following statements are included in this
report:
Title of Document Page
Independent Auditor's Report F-1
Consolidated Balance Sheet as of December 31, 1997 F-2
Consolidated Statements of Operations for the Years Ended
December 31, 1997 and 1996 F-4
Consolidated Statement of Changes in Stockholders' Equity for the
Period from January 1, 1996, through December 31, 1997 F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997 and 1996 F-6
Notes to Consolidated Financial Statements F-7
(a)(3) Exhibits. The following exhibits are included as part of this
report. (See exhibit index in separate exhibit volume):
SEC
Exhibit Reference
Number Number Title of Document Location
Item 3. Articles of Incorporation and Bylaws
3.01 3 Articles of Restatement of the
Articles of Incorporation Incorporated
by Reference(2)
3.02 3 Bylaws Incorporated
by Reference(2)
Item 10. Material Contracts
10.01 10 Oil, Gas and Mineral Lease dated
November 1, 1990 between the
Company and Robert D. Price and
Martha Ann Price relating to the
lease of the Price Ranch Incorporated
by Reference(2)
10.02 10 Acquisition Agreement and related
Promissory Note and Deed of trust
dated March 4, 1994, related to
Eldorado Canyon property Incorporated
by Reference(2)
10.03 10 Promissory Note dated November 25,
1997, from the Company to Energy
Capital Investment Company, PLC Incorporated
by Reference(3)
10.04 10 Promissory Note dated November 25,
1997, from the Company to EnCap
Equity 1197 Limited Partnership Incorporated
by Reference(3)
10.05 10 Promissory Note Dated November 25,
1997, from the Company to Gecko
Booty 1994 I Limited Partnership Incorporated
by Reference(3)
10.06 10 Registration Rights Agreement
dated November 25, 1997, by the
Company, Energy Capital Investment
Company, PLC, and EnCap Equity 1994
Limited Partnership Incorporated
by Reference(3)
10.07 10 Voting Agreement dated November 25,
1997 by B. Carl Price, Don Wm.
Reynolds, Energy Capital Investment
Company, PLC, and EnCap Equity 1994
Limited Partnership Incorporated
by Reference(3)
Item 21. Subsidiaries of the Registrant
21.01 21 Schedule of Subsidiaries This Filing
Item 27 Financial Data
27.01 27 Financial Data Schedules This Filing
(1) Incorporated by reference from the Company's current report on form
8-K dated September 16, 1993.
(2) Incorporated by reference from the Company's annual report on form
10-K for the fiscal year ended December 31, 1996.
(3) Incorporated by reference from the Company's current report on form
8-K dated November 25, 1997.
* Indicated management contract or compensatory plan or arrangement
required to be filed as an exhibit.
(b) Reports on form 8-K.
During the last quarter of the fiscal year ended December 31, 1997,
the Company filed reports on Form 8-K as follows:
Date of Event Reported Item Reported
November 25, 1997 Item 2. Acquisition or Disposition of Assets
Item 7. Financial Statements
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has duly caused this amendment to its annual report on
form 10-KSB to be signed on its behalf by the undersigned; thereunto duly
authorized, this 15th day of April, 1998.
FUTURE PETROLEUM CORPORATION
(Registrant)
By /s/ B. Carl Price
B. Carl Price, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this form 10-KSB was signed by the following persons in the
capacities stated on the 15th day of April, 1998.
/s/ B. Carl Price
B. Carl Price, President and Director
(Chief executive and principal financial and accounting officer)
/s/ Christine Sirera
Christine Sirera, Corporate Secretary
/s/ Don Wm. Reynolds
Don Wm. Reynolds, Director (Chairman of the Board)
/s/ Robert D. Price
Robert D. Price, Vice-President, Director
/s/ D. William Reynolds, Jr.
D. William Reynolds, Jr., Director
/s/ Charles D. Laudeman
Charles D. Laudeman, Director
Date Filed: April 15, 1998 SEC File No. 0-8609
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
EXHIBITS
TO
ANNUAL REPORT ON FORM 10-KSB
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
-----------------------------
FUTURE PETROLEUM CORPORATION
<PAGE>
EXHIBIT INDEX
SEC
Exhibit Reference
Number Number Title of Document Location
Item 3. Articles of Incorporation and Bylaws
3.01 3 Articles of Restatement of the
Articles of Incorporation Incorporated
by Reference(2)
3.02 3 Bylaws Incorporated
by Reference(2)
Item 10. Material Contracts
10.01 10 Oil, Gas and Mineral Lease dated
November 1, 1990 between the
Company and Robert D. Price and
Martha Ann Price relating to the
lease of the Price Ranch Incorporated
by Reference(2)
10.02 10 Acquisition Agreement and related
Promissory Note and Deed of trust
dated March 4, 1994, related to
Eldorado Canyon property Incorporated
by Reference(2)
10.03 10 Promissory Note dated November 25,
1997, from the Company to Energy
Capital Investment Company, PLC Incorporated
by Reference(3)
10.04 10 Promissory Note dated November 25,
1997, from the Company to EnCap
Equity 1197 Limited Partnership Incorporated
by Reference(3)
10.05 10 Promissory Note Dated November 25,
1997, from the Company to Gecko
Booty 1994 I Limited Partnership Incorporated
by Reference(3)
10.06 10 Registration Rights Agreement
dated November 25, 1997, by the
Company, Energy Capital Investment
Company, PLC, and EnCap Equity 1994
Limited Partnership Incorporated
by Reference(3)
10.07 10 Voting Agreement dated November 25,
1997 by B. Carl Price, Don Wm.
Reynolds, Energy Capital Investment
Company, PLC, and EnCap Equity 1994
Limited Partnership Incorporated
by Reference(3)
Item 21. Subsidiaries of the Registrant
21.01 21 Schedule of Subsidiaries This Filing
Item 27 Financial Data
27.01 27 Financial Data Schedules This Filing
(4) Incorporated by reference from the Company's current report on form
8-K dated September 16, 1993.
(5) Incorporated by reference from the Company's annual report on form
10-K for the fiscal year ended December 31, 1996.
(6) Incorporated by reference from the Company's current report on form
8-K dated November 25, 1997.
* Indicated management contract or compensatory plan or arrangement
required to be filed as an exhibit.
(b) Reports on form 8-K.
During the last quarter of the fiscal year ended December 31, 1997,
the Company filed reports on Form 8-K as follows:
Date of Event Reported Item Reported
November 25, 1997 Item 2. Acquisition or Disposition of Assets
Item 7. Financial Statements
<PAGE>
EXHIBIT 21
Schedule of Subsidiaries is as follows:
Future Petroleum Corporation, a Texas corporation
Alaska Eldordo Gold, a Nevada corporation
Future Energy Corporation, a Nevada corporation
<PAGE>
EXHIBIT 27
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Future Petroleum Corporation
Dallas, Texas
We have audited the accompanying consolidated balance sheet of Future
Petroleum Corporation as of December 31, 1997, and the related
consolidated statements of operations, changes in stockholders' equity
and cash flows for the years ended December 31, 1997 and 1996. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Future
Petroleum Corporation as of December 31, 1997, and the results of its
consolidated operations and cash flows for the years ended December 31,
1997 and 1996, in conformity with generally accepted accounting principles.
HEIN + ASSOCIATES LLP
March 20, 1998
Dallas, Texas
<PAGE>
<TABLE>
FUTURE PETROLEUM CORPORTION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 293,000
Trade accounts receivable, no allowance
for doubtful accounts
considered necessary:
Joint interest billings 9,000
Accrued oil and gas sales 269,000
-------------
Total current assets 571,000
PROPERTY AND EQUIPMENT:
Proved oil and gas properties, full cost method 12,134,000
Other 44,000
-------------
Total property and equipment 12,178,000
Less accumulated depletion, depreciation,
amortization and impairment (330,000)
-------------
Net property and equipment 11,848,000
OTHER ASSETS:
Note receivable, net of allowance of$53,000 93,000
Lease operating rights, net of
accumulated amortization of $32,000 96,000
Mining properties held for sale 40,000
Other 31,000
-------------
Total assets $ 12,679,000
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $504,000
Trade accounts payable 233,000
Accrued oil and gas proceeds payable 59,000
Advance from related party 6,000
Deferred gain 40,000
------------
Total current liabilities 842,000
LONG-TERM DEBT, less current portion 6,133,000
DEFERRED TAX LIABILITY 1,298,000
COMMITMENT (Note 10)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 200,000
shares authorized, no shares issued --
Common stock, $.01 par value; 30,000,000 shares
authorized; 5,678,779 shares issued and outstanding 57,000
Additional paid-in capital 4,413,000
Accumulated deficit (64,000)
-------------
Total stockholders' equity 4,406,000
Total liabilities and
stockholders' equity $ 12,679,000
=============
See accompanying notes to these financial statements
</TABLE>
<PAGE>F-2
<TABLE>
FUTURE PETROLEUM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
REVENUES:
Oil and gas sales $ 596,000 $ 224,000
Well operation fees 176,000 154,000
---------- ----------
Total revenues 772,000 378,000
COSTS AND EXPENSES:
Lease operations and production taxes 419,000 187,000
General and administrative 154,000 120,000
Depletion, depreciation and amortization 191,000 99,000
Interest 69,000 6,000
---------- ---------
Total expenses 833,000 412,000
OTHER INCOME:
Gain on sales of assets -- 102,000
Interest income 14,000 42,000
Miscellaneous income 28,000 41,000
---------- ---------
Total other income 42,000 185,000
INCOME (LOSS) BEFORE INCOME TAXES (19,000) 151,000
DEFERRED INCOME TAX (EXPENSE) BENEFIT 7,000 (32,000)
---------- ---------
NET INCOME (LOSS) $ (12,000) $ 119,000
========== =========
NET INCOME (LOSS) PER COMMON SHARE (basic and
diluted) $ - $ .03
========== =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 4,280,000 3,472,000
========== =========
See accompanying notes to these financial statements
</TABLE>
<PAGE>F-3
<TABLE>
FUTURE PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 1, 1996 THROUGH DECEMBER 31, 1997
Additional Total
Common Stock Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCES,
JANUARY 1, 1996 3,426,903 $35,000 $1,016,000 $(171,000) $ 880,000
Shares issued for
options exercised 59,876 -- 15,000 -- 15,000
Net income -- -- -- 119,000 119,000
--------------------------------------------------------
BALANCES,
DECEMBER 31, 1996 3,486,779 35,000 1,031,000 (52,000) 1,014,000
Shares issued for
options exercised 200,000 2,000 28,000 -- 30,000
Shares issued for
oil and gas
properties 1,980,000 20,000 3,349,000 -- 3,369,000
Shares issued for
services 12,000 -- 5,000 -- 5,000
Net loss -- -- -- (12,000) (12,000)
--------------------------------------------------------
BALANCES,
DECEMBER 31, 1997 5,678,779 $57,000 $4,413,000 $(64,000) $4,406,000
See accompanying notes to these financial statements.
</TABLE>
<PAGE>F-4
<TABLE>
FUTURE PETROLEUM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
1997 1996
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (12,000) $ 119,000
Adjustments to reconcile to net cash from
operations:
Depletion, depreciation and amortization 191,000 99,000
Reserve for bad debts 53,000 --
Gain on sale of assets -- (102,000)
Stock issued for services 5,000 --
Change in trade accounts receivable (31,000) (122,000)
Change in accounts payable and accrued
liabilities (28,000) 98,000
Deferred income taxes (7,000) 32,000
Change in related party payable (20,000) 41,000
Other 3,000 3,000
---------- ---------
Net cash provided by operations 154,000 168,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (182,000) (166,000)
Proceeds from sale of mining properties and
collection of associated notes receivable 12,000 244,000
Cash in Partnerships upon acquisition 186,000 --
Other -- 27,000
---------- ---------
Net cash provided by
investing activities 16,000 105,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable -- 28,000
Repayments of notes payable (21,000) (153,000)
Proceeds from exercise of stock options 30,000 --
Change in overdrafts payable -- (34,000)
--------- ----------
Net cash provided (used) by
financing activities 9,000 (159,000)
--------- ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 179,000 114,000
CASH AND CASH EQUIVALENTS, beginning of year 114,000 --
CASH AND CASH EQUIVALENTS, end of year $ 293,000 $ 114,000
========= ==========
SUPPLEMENTAL INFORMATION -
Cash paid during the year for interest $ 69,000 $ 6,000
========= ==========
NON-CASH INVESTING AND FINANCING ACTIVITIES - In 1997, the Company
acquired interests in oil and gas partnerships and oil and gas properties
for notes payable of $6,600,000 and common stock valued at $3,369,000.
In 1996, a related party exercised options for 59,876 shares of common
stock in exchange for the payment of a liability in the amount of $15,000.
In 1996, the Company's oil and gas properties increased $190,000 based on
its share of Partnership property additions funded by the limited partner.
See accompanying notes to these financial statements.
</TABLE>
<PAGE>F-5
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company Operations
Future Petroleum Corporation (the Company or FPC) is engaged primarily in
the acquisition, development and production of oil and gas reserves and
operation of oil and gas wells for third parties.
The accompanying financial statements include the accounts of the Company
and its wholly-owned subsidiaries, Alaska Eldorado Gold Company, Future
Energy Corporation and Future Petroleum Corporation of Texas. In addition,
the financial statements include the accounts of Future Acquisition 1995,
Ltd. and BMC Development No. 1, Ltd. (the Partnerships). As of December
31, 1997, FPC and a subsidiary held 100% of the ownership interests of
the Partnerships (see Note 4). Inter-company accounts and transactions
are eliminated in consolidation.
Oil and Gas Properties
The Company uses the full cost method of accounting for its oil and gas
properties. The Company's properties are all located in the continental
United States, primarily Texas, Oklahoma, and therefore, its costs are
capitalized in one cost center. Under the full cost method, all costs
related to the acquisition, exploration or development of oil and gas
properties are capitalized into the "full cost pool". Such costs include
those related to lease acquisitions, drilling and equipping of productive
and non-productive wells, delay rentals, geological and geophysical work
and certain internal costs directly associated with the acquisition,
exploration or development of oil and gas properties. During the years
ended December 31, 1997, and 1996, internal costs capitalized into the
full cost pool were approximately $82,000 and $81,000, respectively.
Upon the sale or disposition of oil and gas properties, no gain or loss
is recognized, unless such adjustments of the full cost pool would
significantly alter the relationship between capitalized costs and proved
reserves.
Under the full-cost method of accounting, a "full-cost ceiling test" is
required wherein net capitalized costs of oil and gas properties cannot
exceed the present value of estimated future net revenues from proved oil
and gas reserves, discounted at 10%, less any related income tax effects.
Depletion, depreciation, and amortization of oil and gas properties is
computed using the unit-of-production method based on estimated proved oil
and gas reserves. Depletion, depreciation and amortization per equivalent
mcf of natural gas was approximately $.68 and $1.39 for the years ended
December 31, 1997 and 1996, respectively.
Mining Properties Held for Sale
Mining properties held for sale are recorded at the lower of cost or
estimated net realizable value.
Other Property
Other property and equipment consists of office furniture and fixtures which
are carried at cost. Depreciation is provided using the straight-line
method over estimated useful lives ranging from five to ten years. Gain
or loss on retirement or sale or other disposition of assets is included in
income in the period of disposition.
<PAGE>F-6
FUTURE PETROLEUM COPORATION
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
Income Taxes
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes".
SFAS 109 requires that deferred income taxes be recorded for the temporary
differences between the tax and financial statement bases of assets and
liabilities and adjusted when new tax rates are enacted.
Net Income (Loss) Per Common Share
Net income or loss per common share is based on the weighted average number
of common shares outstanding. The Company's common stock equivalents, which
consisted of stock options and warrants, were anti-dilutive in 1997 and
1996. In 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share", which prescribes certain changes
in the method of calculating earnings or loss per share. The Company
applied SFAS No. 128 to both its 1997 and 1996 financial statements, and it
had an immaterial effect on those statements.
Statement of Cash Flows
For purposes of reporting cash flows, the Company considers cash and
unrestricted interest bearing deposits with original maturities of three
months or less to be cash equivalents.
Use of Estimates and Certain Significant Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management
to make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ
from those estimates. Significant assumptions are required in the
valuation of proved oil and gas reserves, which as described above may
affect the amounts at which oil and gas properties are recorded. It is
at least reasonably possible those estimates could be revised in the
near term and those revisions could be material.
Stock-Based Compensation
In 1996, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 123 "Accounting for Stock-Based Compensation", which requires
recognition of the value of stock options and warrants granted based on
an option pricing model. However, as permitted by SFAS No. 123, the Company
continues to account for stock options and warrants granted to directors
and employees pursuant to APB Opinion No. 25, "Accounting for Stock Issued
to Employees", and related interpretations.
2. NOTE RECEIVABLE
The Company has a note receivable at December 31, 1997 with a balance of
$93,000, net of an allowance of $53,000. The note bears interest at 8%
(15% if the note is in default), and is collateralized by a deed of trust
on a mining property. The note was in default as of December 31, 1997 as
all unpaid principal and interest was due and payable on July 1, 1997.
The note arose from the sale of mining properties during 1994. Due to
the terms of the sale, the gain was deferred and recorded as a liability,
which is amortized into income as the note is collected. The balance of
the deferred gain at December 31, 1997 is $40,000. The gain associated
with this note that was amortized into income was $0 and $26,000 in 1997
and 1996, respectively.
<PAGE>F-7
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. RELATED PARTY TRANSACTIONS
Included in well operation fees in 1997 and 1996 is $163,000 and $134,000,
respectively earned from operating the wells of FAQ (see Note 4) prior
to the Company's acquisition of the other interests in FAQ.
As of December 31, 1997, the Company owes a company owned by the president
of the Company approximately $27,000 for accrued consulting fees and
operating advances. The operating advances of $6,000 are short-term,
non-interest bearing, uncollateralized obligations of the Company.
4. INVESTMENT IN PARTNERSHIP AND ACQUISITIONS
In December 1995, the Company contributed a substantial portion of its
oil and gas properties to Future Acquisition 1995, Ltd. (FAQ), a limited
partnership in which the Company is the general partner. As a result
of entering into the partnership, the Company became the operator of
a majority of the partnership properties. The Company's investment
was recorded at book value and was allocated to oil and gas properties
and lease operating rights based on the relative fair values of those
assets. The limited partners contributed cash, which was used to
acquire and develop oil and gas properties. Through October 1997,
revenues and costs and expenses were generally allocated either 15%
and 85% or 3% and 97% to the Company and the limited partners,
respectively, depending on the property. Certain acquisition and
development costs were allocated 100% to the limited partners.
The Company accounted for its investment in FAQ as a pro rata
consolidation prior to the Company's acquisition of the remaining
interest in FAQ, which is described below.
The carrying value of the operating rights are amortized over the
estimated life of the partnership's oil and gas reserves. The
amortization was $10,000 and $22,000 in 1997 and 1996, respectively
and is included in "depletion, depreciation and amortization" in the
accompanying statements of operations.
In November 1997, the Company purchased all the limited partners'
interest in FAQ, 100% of the BMC Development No. 1, Ltd. Partnership
(BMC) and all the assets of a third partnership for a total of
$6,600,000 in notes payable and 1,575,000 shares of the Company's
common stock. The limited partners of FAQ were also the principal owners
of the interests in BMC and the other partnership. The acquisition was
accounted for as a purchase and the operations of the acquired assets are
included with those of the Company beginning in November 1997. The stock
was recorded at $3,131,000 based on the estimated fair market values of
the net assets acquired. The fair market values were estimated primarily
by reference to appraisals that were obtained for the oil and gas
properties. In connection with the acquisition of FAQ, the Company
acquired certain of the property interests to which it had previously
assigned value to the associated lease operating rights. The estimated
value of the loss of such third party operating rights was considered to
be part of the consideration paid for the net assets acquired. The amount
of $267,000 was thus transferred from lease operating rights to oil and gas
properties in the recording of the acquisition. The following unaudited pro
forma information is presented as if the interests in the Partnerships and
the oil and gas properties had been acquired at the beginning of the
respective periods:
1997 1996
Revenues $ 2,743,000 $ 2,187,000
Net loss $ (64,000) $ (118,000)
Net loss per share $ (.01) $ (.02)
<PAGE>F-8
FUTURE PETROLEUM CORPORTION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. LONG-TERM DEBT
Long-term debt at December 31, 1997 consisted of the following:
Note payable to a stockholder, interest at 10%, monthly payments of
interest only from November 1997 through May 1998, then monthly
principal payments of $34,395 plus interest through May 31, 2003,
with a final payment of $1,238,235 on May 31, 2003. Collateralized
by deeds of trust on all current and subsequently acquired properties
of the Company and the Partnerships. $ 3,302,000
Note payable to a stockholder, interest at 10%, monthly payments of
interest only from November 1997 through May 1998, then monthly
principal payments of $32,531 plus interest through May 31, 2003,
with a final payment of $1,171,141 on May 31, 2003. Collateralized
by deeds of trust on all current and subsequently acquired properties
of the Company and the Partnerships. 3,123,000
Note payable to a partnership, interest at 10%, monthly payments of
interest only from November 1997 through May 1998, then monthly
principal payments of $1,823 plus interest through May 31, 2003,
with a final payment of $65,620 on May 31, 2003. Collateralized
by deeds of trust on certain oil and gas properties.
175,000
Other notes payable, various terms 37,000
----------
Total 6,637,000
Less current portion (504,000)
----------
Long-term debt $6,133,000
==========
Maturities of long-term debt for the years ending December 31, 1997
are as follows:
1998 $ 504,000
1999 832,000
2000 832,000
2001 825,000
2002 825,000
Thereafter 2,819,000
----------
$6,637,000
6. STOCKHOLDERS' EQUITY
The Company has 200,000 shares of preferred stock authorized with a par
value of $.01. No shares were issued or outstanding at December 31, 1997.
The preferred shares may be issued in series with the relative rights and
preferences designated by the Company's board of directors.
In 1997, the Company issued 405,000 shares, valued at $237,500, as part
of its contribution for certain properties acquired by FAQ (see Note 4).
<PAGE>F-9
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the purchase of certain oil and gas properties in 1995,
the Company issued warrants to purchase 50,000 shares to the seller as part
of the transaction. Warrants to purchase 25,000 shares were not exercised
prior to expiration in December 1997; warrants to purchase 12,500 shares
have an exercise price of $2 per share and are exercisable until December
2000; and warrants to purchase 12,500 shares have an exercise price of
$3 per share and are exercisable until December 2000.
In 1996 and 1995, the Company issued warrants to the limited partners in
FAQ to purchase 287,500 shares of the Company's common stock for $1.00 per
share. The warrants were canceled in connection with the acquisition in
1997 (see Note 4).
7. STOCK BASED COMPENSATION
Stock Option Plans
The Company has a stock option plan, under which key employees may be
granted options to purchase the Company's common stock at prices equal
to market value at the date of grant (110% of market value for
stockholders with more than 10% of the outstanding stock). The options
may be exercised anytime within five years of grant.
The following is a summary of activity under this stock option plan for
the years ended December 31, 1997 and 1996:
1997 1996
-------------------- ------------------
Weighted Weighted
Average Average
Number Exercise Number Exercise
of Shares Price of Shares Price
---------- --------- --------- ---------
Outstanding, beginning
of year 297,844 $ .20 137,720 $ .25
Canceled or expired -- -- -- --
Granted 290,000 .45 220,000 .18
Exercised (200,000) .15 (59,876) .24
----------- --------- --------- ---------
Outstanding, end of year 387,844 $ .41 297,844 $ .20
All the options outstanding at December 31, 1997, and those exercised
during 1997, were granted to officers or stockholders of the Company.
For all options granted during 1997 and 1996, the market price of the
Company's common stock on the grant date was approximately equal to
the exercise price.
<PAGE>F-10
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
If not previously exercised, options outstanding at December 31, 1997
will expire as follows:
Weighted
Average
Number Exercise
of Shares Price
------------- -----------
1999 77,844 $ .26
2001 20,000 .44
2001 290,000 .45
-------------
Total 387,844
=============
Warrants and Other Stock Options
The Company has also granted warrants and other options which are
summarized as follows for the years ended December 31, 1997 and 1996.
1997 1996
-------------------- ------------------
Weighted Weighted
Average Average
Number Exercise Number Exercise
of Shares Price of Shares Price
---------- --------- --------- ---------
Outstanding,
beginning of year 337,500 $ 1.12 300,000 $ 1.13
Granted to:
Limited partners of FAQ -- -- 37,500 1.00
Expired or canceled (312,500) 1.00 -- --
----------- --------- --------- ---------
Outstanding, end of year 25,000 $ 2.50 337,500 $ 1.12
=========== ========= ========= =========
All outstanding warrants and other options were exercisable at
December 31, 1997. If not previously exercised, all warrants and other
options outstanding at December 31, 1997 will expire in the year 2000.
The exercise price exceeded the market price of the Company's common stock
on the grant date for the warrants and other stock options granted during
1996. No warrants or other stock options were granted in 1997.
Pro Forma Stock-Based Compensation Disclosures
As described in Note 1, the Company applies APB Opinion No. 25 and
related interpretations in accounting for its stock options.
Accordingly, no compensation cost has been recognized for grants of
options to employees since the exercise prices were not lower than the
market prices of the Company's common stock on the measurement date. Had
compensation been determined based on the estimated fair value at the
measurement dates for awards under those plans consistent with the method
prescribed by SFAS No. 123, the Company's 1997 and 1996 net income (loss)
and earnings (loss) per share would have been changed to the pro forma
amounts indicated below.
<PAGE>F-11
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1997 1996
------------- -------------
Net income (loss) applicable
to common stockholders:
As reported $ (12,000) $ 119,000
============= =============
Pro forma $ (39,000) $ 103,000
============= =============
Net income (loss) per share
of common stock:
As reported $ - $ 0.03
============= =============
Pro forma $ (.01) $ 0.03
============= =============
The estimated fair value of each employee option and warrant granted in
1997 and 1996 was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions:
Year Ended December 31,
1997 1996
------------- -------------
Expected volatility 64% to 102% 62%
Risk-free interest rate 6.13% to 6.5% 6.13% to 6.63%
Expected dividends -- --
Expected terms (in years) 5 5
8. INCOME TAXES
A reconciliation of income tax expense at the Federal statutory rate of
34% to income tax expense reported in the accompanying consolidated
statements of operations follows:
1997 1996
--------- ---------
Income tax expense (benefit) at statutory rate $ (7,000) $ 51,000
Effect of graduated tax brackets -- (19,000)
--------- ---------
$ (7,000) $ 32,000
The components of the Company's deferred tax liability as of December
31, 1997 and 1996 are as follows:
1997 1996
----------- ---------
Difference in bases of oil and gas properties $(1,518,000) $(215,000)
Net operating loss and other 220,000 183,000
----------- ---------
Net deferred tax liability $(1,298,000) $ (32,000)
=========== =========
At December 31, 1997, the Company had a net operating loss carryforward
for Federal income tax purposes of approximately $580,000, which will
expire if unused in 2006 through 2008. The Company has approximately
$1,140,000 of additional net operating loss carryforwards that are
subject to substantial limitations under Section 382 of the Internal
Revenue Code.
<PAGE> F-12
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. ENVIRONMENTAL MATTERS
Being engaged in oil and gas development, the Company may become subject
to certain liabilities as they relate to environmental clean up of well
sites or other environmental restoration procedures as they relate to
the drilling of oil and gas wells and the operation thereof. In the
Company's acquisition of existing or previously drilled well bores,
the Company may not be aware of what environmental safeguards were taken
at the time such wells were drilled or during the time that such wells were
operated. Should it be determined that a liability exists with respect to
any environmental clean up or restoration, the liability to cure such a
violation would most likely fall upon the Company. No claim has been made
nor has a claim been asserted, nor is the Company aware of the existence of
any liability which the Company may have, as it relates to any environmental
clean up, restoration or the violation of any rules or regulations relating
thereto.
10. COMMITMENTS
The Company leases its office space subject to a noncancellable operating
lease agreement which will expire in December 1998. Future minimum
rental payments under the operating lease are approximately $23,000 per
year. The Company incurred rent expense of approximately $12,000 for
each year ended December 31, 1997 and 1996.
In November 1997, the Company entered into five year agreements with the
president of the Company and two directors to provide compensation for
future services and for rental of certain property used as a storage
yard. The minimum annual compensation anticipated by the agreements is
a total of $123,600. A portion of the compensation may be paid in stock
of the Company, based on the market price of the stock, as specified in
the agreements.
11. FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK
Financial instruments that subject the Company to credit risk consist
principally of accounts and notes receivable. The receivables are
primarily from companies in extractive industries or from individual
oil and gas investors. These parties are primarily located in the
Southwestern regions of the United States. No single receivable is
considered to be sufficiently material as to constitute a concentration.
The Company does not ordinarily require collateral for accounts
receivable, but in the case of receivables for joint operations, the
Company often has the ability to offset amounts due against the
participant's share of production from the related property.
The Company occasionally has cash deposits in excess of FDIC insurance
limits. The Company had deposits in one bank at December 31, 1997 that
were $113,000 in excess of such limits. The Company believes any risk
of loss is remote.
Management estimates the market values of notes receivable and payable
based on expected cash flows and believes those market values approximate
carrying values at December 31, 1997.
<PAGE>F-13
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. MAJOR CUSTOMERS
In 1997, one purchaser accounted for approximately 10% of the Company's
revenues. One purchaser accounted for approximately 16% of the
Company's revenues in 1996.
13. FINANCIAL DATA FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)
The following table sets forth certain information with respect to the
oil and gas producing activities of the Company:
Year Ended December 31,
1997 1996
----------- ----------
Costs incurred in oil and gas producing
activities:
Acquisition of proved properties $11,265,000 $ 56,000
Acquisition of unproved properties -- 44,000
Development costs 41,000 256,000
----------- ----------
Total $11,306,000 $ 356,000
=========== ==========
Net capitalized costs related to oil and
gas producing activities:
Proved properties $12,134,000 $ 653,000
Less accumulated depletion,
depreciation, amortization and impairment (288,000) (111,000)
----------- ----------
Net oil and gas property costs $11,846,000 $ 542,000
=========== ==========
14. OIL AND GAS RESERVE DATA (UNAUDITED)
The following table, based on information prepared by independent
petroleum engineers, summarizes changes in the estimates of the
Company's net interest in total proved reserves of crude oil and
condensate, natural gas liquids and natural gas, all of which are
domestic reserves:
Oil and Natural Natural
Gas Liquids Gas
--------------- -----------
(BBLS) (MCF)
--------------- -----------
Balance January 1, 1996 113,000 1,220,000
Purchase of minerals in place 5,000 --
Abandonment of minerals (3,000) (181,000)
Revisions of estimates (56,000) (767,000)
Production (7,000) (29,000)
----------- -----------
Balance, December 31, 1996 52,000 243,000
Purchase of minerals in place 2,071,000 6,176,000
Revisions of previous estimates 89,000 (220,000)
Production (33,000) (60,000)
----------- -----------
Balance, December 31, 1997 2,179,000 6,139,000
=========== ===========
At December 31, 1997 and 1996, respectively, 1,306,000 and 52,000
barrels of oil and natural gas liquids and 4,355,000 and 243,000 mcf
of natural gas were classified as proved developed.
Proved oil and gas reserves are the estimated quantities of crude oil,
condensate, natural gas liquids and natural gas which geological and
engineering data demonstrate with reasonable certainty to be recoverable
<PAGE>F-14
FUTURE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in future years from known reservoirs under existing economic and
operating conditions. Proved developed oil and gas reserves are
reserves that can be expected to be recovered through existing wells
with existing equipment and operating methods. The above estimated net
interests in proved reserves are based upon subjective engineering
judgments and may be affected by the limitations inherent in such
estimation. The process of estimating reserves is subject to continual
revision as additional information becomes available as a result of
drilling, testing, reservoir studies and production history. There
can be no assurance that such estimates will not be materially revised
in subsequent periods.
15. STANDARDIZED MEASURE OF CHANGES IN FUTURE NET REVENUES (UNAUDITED)
The standardized measure of discounted future net cash flows at December
31, 1997 and 1996 relating to proved oil and gas reserves is set forth
below. The assumptions used to compute the standardized measure are
those prescribed by the Financial Accounting Standards Board and as such,
do not necessarily reflect the Company's expectations of actual revenues
to be derived from those reserves nor their present worth. The limitations
inherent in the reserve quantity estimation process are equally applicable
to the standardized measure computations since these estimates are the
basis for the valuation process.
Year Ended December 31,
1997 1996
----------- ----------
Future cash inflows $50,183,000 $2,038,000
Future production costs (19,139,000) (1,022,000)
Future development costs (3,122,000) --
Future income tax expense (7,408,000) (48,000)
----------- ----------
Future net cash flows 20,514,000 968,000
10% annual discount for estimated timing of
cash flows (9,231,000) (308,000)
----------- ----------
Standardized measure of discounted future
net cash flows $11,283,000 $ 660,000
Future net cash flows were computed using year-end prices and costs, and
year-end statutory tax rates (adjusted for permanent differences) that
relate to existing proved oil and gas reserves at year-end. The following
are the principal sources of change in the standardized measure of
discounted future net cash flows:
Year Ended December 31,
1997 1996
----------- ----------
Sale of oil and gas produced, net of
production costs $ (177,000) $ (37,000)
Purchase of minerals in place 14,525,000 70,000
Abandonment of minerals -- (82,000)
Net changes in prices and production costs (230,000) 450,000
Revisions and other 487,000 (1,023,000)
Accretion of discount 66,000 99,000
Net change in income taxes (4,048,000) 195,000
------------ ----------
Net change 10,623,000 (328,000)
Balance, beginning of year 660,000 988,000
------------ ----------
Balance, end of year $11,283,000 $ 660,000
============ ==========
<PAGE>F-15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 293,000
<SECURITIES> 0
<RECEIVABLES> 278,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 571,000
<PP&E> 12,178,000
<DEPRECIATION> (330,000)
<TOTAL-ASSETS> 12,679,000
<CURRENT-LIABILITIES> 842,000
<BONDS> 0
0
0
<COMMON> 57,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 12,679,000
<SALES> 596,000
<TOTAL-REVENUES> 772,000
<CGS> 833,000
<TOTAL-COSTS> 833,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (19,000)
<INCOME-TAX> (7,000)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
