<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
-------------------------------
For the quarter period ended SEPTEMBER 30, 1996 Comm. File# 0-12813
------------------ -------
AMERICAN ATLAS RESOURCE CORPORATION
---------------------------------------------------------------------
(Formerly Wepco Energy Co.)
(Exact name of small business registrant as specified in its charter)
DELAWARE 84-0809164
- --------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
240 WEST JESSUP STREET, BRIGHTON, COLORADO 80601
-------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (303) 659-8203
Check whether the registrant (1) has filed all reports to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares outstanding of each of the registrant's class of common
stock or common stock equivalents
Class Outstanding at September 30, 1996
- --------------------------------------------------------------------------------
COMMON STOCK $.01 PAR VALUE 720,430 SHARES
PREFERRED STOCK 523,903 SHARES *
* CONVERTIBLE INTO 5,239,030 COMMON SHARES
<PAGE> 2
AMERICAN ATLAS RESOURCE CORPORATION
(Formerly Wepco Energy Co.)
Form 10QSB - For the Quarter Ended September 30, 1996
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
- ----------------------------- ----
<S> <C>
Item 1. Financial Statements
A. Consolidated Balance Sheet - September 30, 1996 3
B. Consolidated Statements of Operations - Nine Months
and Three Months ended September 30, 1996 and 1995 4
C. Consolidated Statements of Changes in Cash Flows - Nine
Months Ended September 30, 1996 and 1995 5
D. Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<S> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash $ 38,400
Accounts Receivable (less $4,700 allowances for doubtful accounts) 78,100
Parts and Equipment Inventory 92,400
Prepayments and Other 6,800
------------
TOTAL CURRENT ASSETS 215,700
------------
PROPERTY AND EQUIPMENT:
Oil and Gas Properties, (at cost on the successful
efforts method of accounting)
Proved Properties 1,647,100
Natural Gas Compressors 1,010,200
Land and Building 141,900
Automobiles and Trucks 113,300
Shop Machinery, Equipment, Furniture and Fixtures 57,700
------------
2,970,200
Accumulated Depreciation, Depletion and Amortization (1,625,500)
------------
1,344,700
------------
OTHER ASSETS: 5,000
------------
TOTAL ASSETS $ 1,565,400
============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 242,300
Oil and Gas Revenue Payable 256,100
Production Taxes Payable 30,200
Current Portion of Long-Term Debt 85,800
------------
TOTAL CURRENT LIABILITIES 614,400
------------
LONG-TERM DEBT AND OTHER LIABILITIES:
Long-Term Debt 95,700
Production Taxes Payable 55,500
Advances From Joint Owners and Affiliates 39,600
------------
190,800
------------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY:
Serial Preferred Stock, $.01 par value;
1,000,000 shares authorized:
Series A, 462,890 shares issued and outstanding;
face value $3.82 per share 1,768,200
Series B, 61,013 shares issued and outstanding;
face value $5.00 per share 305,100
Common Stock, $.01 par value; 12,000,000
shares authorized; 720,430 shares issued and outstanding 7,200
Additional Paid-In Capital 5,312,000
Accumulated Deficit (6,632,300)
------------
TOTAL STOCKHOLDERS' EQUITY 760,200
------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,565,400
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
---------------------------- -----------------------------
September 30 September 30
---------------------------- -----------------------------
1996 1995 1996 1995
---------------------------- -----------------------------
<S> <C> <C> <C> <C>
REVENUES:
Oil and Gas Sales $ 172,400 $ 223,700 $ 41,800 $ 50,100
Compressor Rental Income 177,000 251,700 55,300 64,700
Gain on Sale of Oil and Gas Properties (Net) 50,900 52,600 --- 48,700
Sales and Services of Oil and Gas Field Equipment 120,100 26,300 83,300 10,400
Management and Operator Fees 31,900 28,200 6,800 3,900
Other Income 2,400 25,900 2,300 6,800
---------- ---------- ------------ ----------
554,700 608,400 189,500 184,600
---------- ---------- ------------ ----------
COSTS AND EXPENSES:
Oil and Gas Production Costs 75,200 130,700 26,400 25,600
Compressor Operating Costs 165,000 123,000 59,300 39,000
Costs of Oil and Gas Field Equipment and Services 108,600 35,700 75,600 18,000
Depreciation, Depletion and Amortization 134,800 227,900 41,400 73,800
General and Administrative 131,100 177,300 36,200 56,100
Interest Expense 16,300 33,400 4,200 10,600
---------- ---------- ------------ ----------
631,000 728,000 243,100 223,100
---------- ---------- ------------ ----------
LOSS BEFORE INCOME TAXES (76,300) (119,600) (53,600) (38,500)
PROVISION FOR INCOME TAXES:
Income Tax Benefit --- --- --- ---
---------- ---------- ------------ -----------
NET LOSS (76,300) (119,600) (53,600) (38,500)
LESS PREFERRED DIVIDENDS 15,900 15,900 5,300 5,300
---------- ---------- ------------ -----------
NET LOSS TO COMMON STOCKHOLDERS $ (92,200) $ (135,500) $ (58,900) $ (43,800)
========== ========== ============ ===========
NET LOSS PER COMMON SHARE $ (0.13) $ (0.19) $ (0.08) $ (0.06)
========== ========== ============ ===========
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 720,430 720,430 720,430 720,430
========== ========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1996 1995
------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income $ (76,300) $ (119,600)
Adjustments to Reconcile Net (Loss) Income to
Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization 134,800 227,900
Gain on Sale of Oil and Gas Properties (50,900) (52,600)
Bonus Interest 2,700 6,000
---------- -----------
10,300 61,700
Changes in Operating Assets/Liabilities:
Decrease (Increase) in Accounts Receivable (9,400) 43,200
Decrease (Increase) in Parts and Equipment Inventory (32,200) 21,600
Decrease (Increase) in Prepayments and Other (5,500) (4,400)
Decrease (Increase) in Other Assets --- ---
(Decrease)Increase in Accounts Payable
and Accrued Expenses (64,200) (44,700)
(Decrease) Increase in Undistributed Revenue 18,700 (4,900)
(Decrease) Increase in Production Taxes Payable (22,500) (31,400)
(Decrease) Increase in Advances from Joint Owners --- ---
---------- -----------
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (104,800) 41,100
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Oil and Gas Properties (Net) 62,000 52,600
Proceeds from Sale of Compressors 23,400 ---
Additions to Oil and Gas Properties (Net) (3,100) (7,200)
Additions to Compressors and Other Equipment (Net) 4,900 (19,500)
---------- -----------
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES 87,200 25,900
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from Notes 19,900 54,000
Payments on Notes (116,800) (122,500)
---------- -----------
NET CASH PROVIDED BY (USED) FINANCING ACTIVITIES (96,900) (68,500)
---------- -----------
NET (DECREASE) INCREASE IN CASH (114,500) (1,500)
CASH, Beginning of Year 152,900 13,600
---------- -----------
CASH, End of Quarter $ 38,400 $ 12,100
========== ===========
SUPPLEMENTAL INFORMATION:
Cash Paid During the Period For Interest $ 10,900 $ 27,400
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE> 6
AMERICAN ATLAS RESOURCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of September 30, 1996 and the related
consolidated statements of operations for the nine months and three months
ended September 30, 1996 and 1995, and the consolidated statements of changes
in cash flows for the periods then ended have been prepared by the Company,
without audit. In the opinion of management, the accompanying financial
statements contain all adjustments necessary to present fairly the financial
position of the Company as of September 30, 1996 and results of operation for
the periods then ended except for normal recurring year-end adjustments.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Therefore, it is suggested that these
financial statements be read in conjunction with the financial statements and
notes included in the Company's 1995 Form 10-KSB. The accounting policies
utilized in the preparation of the financial statements herein presented are
the same as set forth in the Company's annual financial statements except as
modified for appropriate interim accounting policies. The operating results of
the nine months ended September 30, 1996 are not necessarily indicative of
those which the Company may experience for fiscal 1996.
Consolidation:
The financial statements include the accounts of the Company and its
wholly-owned subsidiaries, States Exploration Co. ("States"), Schreider &
Company, Inc. ("Schreider"), and American Gas Compression Services, Inc.
("AGCSI"). All significant intercompany transactions have been eliminated.
Certain reclassifications have been made to the September 30, 1995 statement
of operations to conform with the current period's presentation.
Net Loss Per Common and Common Equivalent Share:
Net loss per common share is computed on the basis of the weighted average
number of common shares outstanding during the period. Common Stock
equivalents are not included in the weighted average shares or net loss per
share calculation for the nine months and three months ended September 30, 1996
and 1995, due to their effect being antidilutive.
Stockholders Equity - The Board of Directors approved a stock split of it's
common stock effective March 31, 1995, on the basis that each share of common
stock then outstanding becomes ten shares. Also, the conversion rights and
warrants associated with the Series A and B Preferred Stock were adjusted
accordingly.
6
<PAGE> 7
ITEM 2 - MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources:
The Company continues to survive the downturn in natural gas prices that
started in late 1994 and continued through most of 1995. Of the Company's
forty-four compressors, thirteen were leased and thirty-one were available for
rental or sale. Potential rental income from these available units is in
excess of $30,000 per month. The Company continues to actively market its
residual inventory of oil and gas field equipment including approximately
28,000 feet of 6 5/8 inch line pipe which has been recovered and available for
immediate sale.
The Company sold at auction in June, 1996, all of its non-operated oil and gas
properties not held as part of its partnership interests. Further, the Company
sold several pieces of equipment used in its pipeline recovery operations in a
June equipment auction to raise working capital.
The Company is current with its payment of principal and interest on the Bonus
Interest Notes but is delinquent on the bonus interest in the amount of $15,400
on seven notes that have matured. The Company intends to pay interest at the
rate of 10% per annum when these amounts are paid from available funds.
Approximately 70 percent of the Bonus Notes and the related Bonus Interest of
$74,900 is owed to present and former officers and directors and their
relatives.
There has been no change in the Company's goals of selling inventory and
leasing its rental fleet which will insure its survival. Future prices for
natural gas are moving above the $1.50 per MCF range as the shoulder months of
fall approach. The Company is well positioned to take full advantage of
opportunities which will arise if gas and oil prices regain seasonal strength,
but as stated previously, oil and gas are commodities and the selling price
cannot be controlled or influenced by the actions of management.
Results of Operations:
For the nine months ended September 30, 1996, the Company had a net loss of
$92,200 or $0.13 per common share as compared to a $135,500 loss or $0.19 per
common share in 1995. The losses in each period included $15,900 in dividends
on Class B Preferred Stock. Losses for the (two) three month periods ended
September 30, 1996 and 1995 were $58,900 ($0.08 per share) and $43,800 ($0.06
per share), respectively.
7
<PAGE> 8
The following table shows the components of these changes on a production unit
basis:
<TABLE>
<CAPTION>
September 30,
-----------------
1996 1995
---------------------------
<S> <C> <C>
Production:
Oil-bbl 4,700 6,300
Gas-MCF 66,500 86,900
Sale:
Oil $ 79,500 $ 111,900
Gas $ 92,900 $ 111,800
Average Price:
Oil $ 17.08 $ 17.76
Gas $ 1.40 $ 1.29
Production Costs: $ 75,200 $ 130,700
Depletion Expense: $ 75,000 $ 150,000
Equivalent Barrels: 15,783 20,783
Sales $ 10.92 $ 10.76
Production Cost $ 4.76 $ 6.29
Gross Margin $ 6.16 $ 4.47
Depletion $ 4.75 $ 7.22
</TABLE>
Declines in production between periods are the results of the sale/barter of
nine oil and gas wells in Utah during 1995 and the disposal of all of its
non-operated oil and gas properties not held as part of its partnerships'
interests in the second quarter of 1996. By the sales of these properties, the
Company recorded net gains of $50,900 in 1996 and $52,600 in 1995. No sales of
properties were recorded in the quarter ended September 30, 1996, while $48,700
was recorded in comparable 1995 quarter.
Company's management estimates its depletion rate based upon its annual reserve
report, current price of oil and gas, changes in production rates, cost of
production and anticipated future recoverable reserves.
During the first three quarters of 1995, the Company recorded a provision for
depletion of $150,000 as compared to $75,000 for the same period in 1996.
Currently, management is of the opinion that the current provision is
appropriate based upon its review of the criteria stated above; however, the
annual provision based upon independent engineers report at January 1, 1997,
may necessitate revision of the current quarterly charge of $25,000 for
depletion expense.
Compressor rentals remained stagnent during the period and costs were up by
$20,300 over the corresponding 1995 quarter and up $42,000 over the
corresponding nine months of 1995. The bulk of these increases are increased
costs of labor, supplies and maintenance items. Management has been reluctant
to increase prices to offset these increased costs because of strong
competition. Currently the Company has nineteen quotations outstanding to
various
8
<PAGE> 9
companies for rental or manufactured to order units; however, there is no
guarantee that all or any will be consumated.
The Company's sales and service of oil and gas field equipment represents
forty-three percent of the quarter's revenue and twenty-two percent of the nine
months ended September 30, 1996, which is far greater than the less than six
percent in revenues for corresponding periods in 1995. In October, 1996, the
Company added an outside sales representative to spearhead sales of rentals and
equipment at its Brighton, Colorado facility.
General and administrative expenses decreased by $19,900 and $46,200 for the
1996 quarter and nine month period as compared to the 1995 periods. These cost
reductions reflect the salaries of a sales representative that was present in
the 1995 periods and the Company's controller and chief oil and gas accountant
who resigned in May of 1996. The sale of substantially all of the Company's
non-operated oil and gas properties has greatly reduced the work load
associated with the oil and gas segment of the business which is being handled
by parttime personnel.
Interest expense has decreased reflecting the net repayment of interest bearing
indebtedness of $186,300 in 1995 and $96,900 through September 30, 1996.
In summary, the quarterly loss for 1996 was $15,100 greater than 1995 because
of the timing of the sale of oil and gas properties and the nine months loss
was $43,300 less in 1996 for the comparable nine months in 1995, because of
reduced personnel costs, profits from sales and service of oil and gas field
equipment and those other factors reiterated above.
At this time, two months remain in 1996 in which various pending and possible
events could erase the losses to date or could be cancelled or delayed until
the next quarter which would result in a lack luster year that would not be
indicative of the efforts expended by the personnel of the Company.
9
<PAGE> 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
Exhibits -
No. Description
--- -----------
27 Financial Data Schedule
10
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN ATLAS RESOURCE CORPORATION
/s/Rudy C. Schreider, Jr. October 25, 1995
- ------------------------- ----------------
Rudy C. Schreider, Jr. Chief Executive Officer Date
Director
11
<PAGE> 12
EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
- ------- ------------------- ----
27 Financial Data Schedule
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 38,400
<SECURITIES> 0
<RECEIVABLES> 82,800
<ALLOWANCES> 4,700
<INVENTORY> 92,400
<CURRENT-ASSETS> 215,700
<PP&E> 2,970,200
<DEPRECIATION> 1,625,500
<TOTAL-ASSETS> 1,565,400
<CURRENT-LIABILITIES> 614,400
<BONDS> 190,800
0
2,073,000
<COMMON> 7,200
<OTHER-SE> (1,320,300)
<TOTAL-LIABILITY-AND-EQUITY> 1,565,400
<SALES> 520,400
<TOTAL-REVENUES> 554,700
<CGS> 348,800
<TOTAL-COSTS> 483,600
<OTHER-EXPENSES> 131,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,300
<INCOME-PRETAX> (76,300)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (76,300)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
