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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
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For the quarter period ended MARCH 31, 1998 Comm. File# 0-12813
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AMERICAN ATLAS RESOURCE CORPORATION
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(Formerly Wepco Energy Co.)
(Exact name of small business registrant as specified in its charter)
DELAWARE 84-0809164
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
240 WEST JESSUP BRIGHTON, COLORADO 80601
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(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 March 31,1998
- ------------------------------------------------------------------------------
COMMON STOCK $.01 PAR VALUE 720,430 SHARES
PREFERRED STOCK 523,903 SHARES *
* CONVERTIBLE INTO 5,239,030 COMMON SHARES
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AMERICAN ATLAS RESOURCE CORPORATION
(Formerly Wepco Energy Co.)
Form 10QSB - For the Quarter Ended March 31, 1998
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
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<S> <C> <C>
Item 1. Financial Statements
A. Consolidated Balance Sheet - March 31, 1998 3
B. Consolidated Statements of Operations - Three Months
ended March 31, 1998 and 1997 4
C. Consolidated Statements of Changes in Cash Flows - Three
Months Ended March 31, 1998 and 1997 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 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED BALANCE SHEET
MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS:
<S> <C>
Cash $ 36,000
Accounts Receivable (less $10,000 allowance for
doubtful accounts) 84,900
Parts and Equipment Inventory 118,200
Prepayments and Other 19,800
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TOTAL CURRENT ASSETS 258,900
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PROPERTY AND EQUIPMENT:
Oil and Gas Properties, (at cost on the successful
efforts method of accounting)
Proved Properties 1,653,700
Natural Gas Compressors 949,400
Land and Building 141,900
Automobiles, Trucks and Heavy Equipment 163,600
Shop Machinery, Equipment, Furniture and Fixtures 80,700
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2,989,300
Accumulated Depreciation, Depletion and Amortization (1,876,300)
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1,113,000
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OTHER ASSETS: 5,000
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TOTAL ASSETS 1,376,900
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses 329,600
Oil and Gas Revenue Payable 237,300
Production Taxes Payable 31,000
Current Portion of Long-Term Debt 44,400
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TOTAL CURRENT LIABILITIES 642,300
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LONG-TERM DEBT AND OTHER LIABILITIES:
Long-Term Debt 93,000
Production Taxes Payable 61,900
Advances From Joint Owners and Affiliates 39,600
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194,500
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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; 720,043 shares issued
and outstanding 7,200
Additional Paid-In Capital 5,312,000
Accumulated Deficit (6,852,400)
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TOTAL STOCKHOLDERS' EQUITY 540,100
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,376,900
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
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AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
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1998 1997
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REVENUES:
<S> <C> <C>
Oil and Gas Sales $ 31,300 $ 60,100
Compressor Rental Income and Sales 61,500 77,700
Gain on Sale of Oil and Gas Properties (Net) -- 3,000
Sales and Services of Oil and Gas Field Equipment 15,700 167,300
Management and Operator Fees 21,500 21,100
Other Income 200 400
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130,200 329,600
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COSTS AND EXPENSES:
Oil and Gas Production Costs 36,300 19,800
Compressor Operating Costs 47,800 74,500
Costs of Oil and Gas Field Equipment and Services 16,900 157,000
Depreciation, Depletion and Amortization 46,700 45,100
General and Administrative 39,000 49,300
Interest Expense 2,700 4,800
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189,400 350,500
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LOSS INCOME BEFORE TAXES (59,200) (20,900)
PROVISION FOR INCOME TAXES:
Income Tax Benefit (Expense) -- --
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NET LOSS (59,200) (20,900)
LESS PREFERRED DIVIDENDS (5,300) (5,300)
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NET LOSS TO COMMON STOCKHOLDERS $ (64,500) $ (26,200)
=========== ===========
NET LOSS PER COMMON AND
COMMON EQUIVALENT SHARE $ (0.01) $ (0.00)
=========== ===========
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 5,349,300 5,349,300
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
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AMERICAN ATLAS RESOURCE CORPORATION AND SUBSIDIARIES
(Formerly Wepco Energy Co.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income $ (59,200) $ (20,900)
Adjustments to Reconcile Net (Loss) Income to
Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization 46,600 45,000
Gain on Sale of Oil and Gas Properties -- (3,000)
Bonus Interest -- 400
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(12,600) 21,500
Changes in Operating Assets/Liabilities:
Decrease (Increase) in Accounts Receivable 23,400 (7,000)
Decrease (Increase) in Parts and Equipment
Inventory (23,600) --
Decrease (Increase) in Prepayments and Other (17,700) (18,100)
Decrease (Increase) in Other Assets -- --
(Decrease) Increase in Accounts Payable
and Accrued Expenses 400 (30,600)
(Decrease) Increase in Undistributed Revenue (11,000) 1,500
(Decrease) Increase in Production Taxes Payable (8,000) (14,900)
(Decrease) Increase in Advances from Joint Owners -- --
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NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (49,100) (47,600)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Oil and Gas Properties 3,000
Additions to Oil and Gas Properties (Net) 100 --
Additions to Compressors and Other Equipment (2,100) --
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NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES (2,200) 3,000
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CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from Note 19,100 22,800
Payments on Notes (8,600) (14,000)
Payment of Preferred Stock Dividends -- --
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NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 10,500 8,800
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NET (DECREASE) INCREASE IN CASH (40,800) (35,800)
CASH, Beginning of Year 76,800 53,900
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CASH, End of Quarter $ 36,000 $ 18,100
=========== ===========
SUPPLEMENTAL INFORMATION:
Cash Paid During the Quarter For Interest $ 2,700 $ 4,700
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
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AMERICAN ATLAS RESOURCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of March 31, 1998 and the related consolidated
statements of operations for the three months ended March 31, 1998 and 1997, 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 March 31, 1998 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 1997 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 three
months ended March 31, 1998 are not necessarily indicative of those, which the
Company may experience for fiscal 1998.
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 March 31, 1998 statement of
operations to conform to 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 quarter ended March 31, 1998 and 1997, due to their effect
being antidilutive.
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 by the contributions of its management and
employees. Losses to equity over the last 12 months have been $114,000 before
preferred stock dividends of $22,000. The working capital deficit of $383,000
has improved by $76,000 in the past twelve months. At March 1, 1998,
Management's accrued salary and related employer's taxes were $235,000. All
vendors and secured debtors are being paid on a current basis and there are no
creditor actions pending or anticipated at this time. Long-term debt of $137,000
is secured by assets having an original cost of $227,000 of which $142,000 is
land and building with the balance being three vehicles.
In summary, the Company has in excess of $1,000,000 assets that are not
encumbered by mortgages or other collateral instruments; however, this does not
insure availability nor competitive cost of new capital.
Results of Operations:
For the quarter ended March 31, 1998 the Company had a net loss to common
shareholders of $64,500 or $0.01 per share after undeclared and unpaid dividends
on its Series B Preferred Stock as compared to $26,200 for the quarter ended
March 31, 1997.
Oil and gas revenues declined $28,800 to $31,300 for the current quarter, which
reflects lowest oil prices in the past 14 years. Production costs increased to
$36,300, which represents a $45,000, negative effect between the two periods.
Depletion expense on oil and gas properties remained at $25,000 for both the
1998 and 1997 quarter.
Compressor rental revenues and related expenses were both down from the
comparable 1997 quarter, but the results were an improvement of $10,500 toward
profitability.
Equipment sales were down by $152,000 and costs of sales were down by $140,000.
Equipment sales represented a loss of $1,200 for the current quarter compared to
a $10,300 gain for the corresponding 1997 quarter.
Depreciation, depletion and amortization remain comparable for the two periods.
General and administrative expenses were down $10,300 chiefly attributable to
the loss of its Vernal, Utah sales representative in October 1997 who has not
been replaced.
Interest expenses were down $2,100 which represents the repayment of its Bonus
Interest Notes in the third quarter of 1997.
In summary, the $8.00 plus drop in oil prices coupled with abnormal operating
problems that were
7
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concentrated to a single quarter was the largest contributor to the quarter's
operation loss of $59,200. Equipment sales or lack there of, was the other prime
contributor. Although the Company has quoted sufficient, potential sales, some
of which are still pending; customers appear to be concerned about future market
conditions for the oil and gas industry.
The Company's loss in the first quarter of $64,500 may not be an indicator of
future periods of 1998; however, weakening oil and gas prices may be more than
seasonal declines and impede the return to profitable operations.
8
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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.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
None
9
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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.
- ----------------------------------- May 7, 1998
Rudy C. Schreider, Jr. Chief Executive Officer Date
Director
The Company is actively looking for qualified replacements for its two directors
and will fill the vacancies as soon as practical.
10
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EXHIBIT INDEX
<TABLE>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
------- ------------------- ----
<S> <C>
27 FINANCIAL DATA SCHEDULE
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 36,000
<SECURITIES> 0
<RECEIVABLES> 94,900
<ALLOWANCES> (10,000)
<INVENTORY> 118,200
<CURRENT-ASSETS> 258,900
<PP&E> 2,989,300
<DEPRECIATION> 1,876,300
<TOTAL-ASSETS> 1,376,900
<CURRENT-LIABILITIES> 642,300
<BONDS> 194,500
0
2,073,100
<COMMON> 2,200
<OTHER-SE> (1,540,400)
<TOTAL-LIABILITY-AND-EQUITY> 1,376,900
<SALES> 108,500
<TOTAL-REVENUES> 130,200
<CGS> 101,000
<TOTAL-COSTS> 248,700
<OTHER-EXPENSES> 39,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,700
<INCOME-PRETAX> (59,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (59,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (59,200)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
