UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
FORELAND CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 87-0422812
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12596 W. Bayaud Avenue
Suite 300, Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
(303) 988-3122
(Registrant's Telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 [ ]
-
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
As of November 14, 1995, the Company had outstanding 13,841,747 shares of
its common stock, par value $0.001 per share.
Page 1 of consecutively numbered pages.
--
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The consolidated condensed financial statements included herein have been
prepared by Foreland Corporation (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. However, in the opinion of management, all adjustments
(which include only normal recurring accruals) necessary to present fairly the
financial position and results of operations for the periods presented have been
made. These consolidated condensed financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's 10-K filing for the period ended December 31, 1994.
<PAGE>
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
Sept. 30, 1995 Dec. 31, 1994
---------------- ---------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ..................................... $ 465,416 $ 93,715
Accounts receivable - trade, less allowance of $8,797 and
$8,797, respectively ...................................... 327,656 864,778
Advances to officer ........................................... 8,391 7,907
Inventory ..................................................... 158,525 168,699
Prepaid expenses and other .................................... 13,587 1,472
------------- --------------
Total current assets ................................. 973,575 1,136,571
Property and equipment, at cost:
Oil and gas properties, under the successful efforts method ... 6,261,649 5,133,538
Other property and equipment .................................. 271,169 263,603
------------- --------------
6,532,818 5,397,141
Less accumulated depreciation, amortization, and depletion .... (1,823,471) (1,500,648)
-------------- --------------
4,709,347 3,896,493
Other assets....................................................... 192,191 164,350
------------- --------------
Total assets....................................................... $ 5,875,113 $ 5,197,414
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses ......................... $ 1,220,574 $ 733,980
Officers' salaries payable .................................... 382,781 354,962
Current portion of long-term debt ............................ 400,000 -- Total
------------- --------------
current liabilities................................................ 2,003,355 1,088,942
Long-term debt..................................................... -- 400,000
Stockholders' Equity:
Preferred Stock, $0.001 par value, 5,000,000 shares authorized.
1991 Convertible Preferred Stock, 40,000 and 40,000
shares issued and outstanding, respectively,
liquidation preference $1.25 per share .............. 40 40
1994 Convertible Preferred Stock, 1,081,340 and 1,242,210
shares issued and outstanding, respectively,
liquidation preference $2.00 per share .............. 1,081 1,242
1995 Convertible Preferred Stock, 1,015,334, and -0-
shares issued and outstanding, respectively,
liquidation preference $1.50 per share ............ 1,015 --
Common Stock, $0.001 par value, 50,000,000 shares
authorized; 13,622,247 and 13,587,852 shares issued
and outstanding, respectively ............................. 13,622 13,588
Additional paid-in capital .................................... 22,966,663 21,887,629
Less note and stock subscriptions receivable .................. (965,485) (1,257,250)
Accumulated deficit ........................................... (18,145,178) (16,936,777)
------------- --------------
Total stockholders' equity ........................... 3,871,758 3,708,472
------------- --------------
Total liabilities and stockholders' equity......................... $ 5,875,113 $ 5,197,414
============= ==============
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
----------------------------- -------------------------------
1995 1994 1995 1994
----------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
REVENUES:
Oil and gas sales ................. $ 243,042 $ 108,613 $ 719,024 $ 325,935
Well service sales ................ -- 9,452 1,468 23,971
Other income, net ................. 69,093 19,206 166,586 45,659
---------- ------------- ----------- ------------
Total revenues ........... 312,135 137,271 887,078 395,565
EXPENSES:
Oil and gas production ............ 111,856 166,102 314,431 316,680
Oil and gas exploration ........... 150,659 111,414 485,305 705,870
Well service costs ................ 2,451 347 3,041 1,054
Dry hole and abandonment costs ... 15,807 86,275 243,213 893,487
General and administrative ........ 191,096 452,092 636,258 770,551
(Gain) Loss on sale of assets .... -- 434,521 -- 434,521
Compensation below market options.. -- -- -- 3,125
Bad debt allowance ................ -- -- -- 8,797
Depreciation, depletion, and
amortization .................. 107,610 108,562 322,822 269,637
Interest expense .................. 30,418 27,730 91,029 59,708
---------- ------------ ----------- ------------
Total expenses ........... 609,897 1,387,043 2,096,099 3,463,430
---------- ------------ ----------- ------------
NET LOSS .............................. $ (297,762) $ (1,249,772) $ (1,209,021) $ (3,067,865)
============ =============== =============== ==============
NET LOSS PER COMMON
SHARE ............................. $ (0.02) $ (0.10) $ (0.09) $ (0.24)
========== ============ =========== ============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING ....................... 13,765,764 12,959,387 13,770,921 12,825,221
========== ============ =========== ============
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Sept. 30,
-----------------------------------
1995 1994
-------------- --------------
<S> <C> <C>
Cash flow from operating activities:
Net loss ........................................................... $ (1,209,021) $ (3,067,865)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation, depletion, and amortization .......................... 322,822 269,637
Bad debt allowance ................................................. -- 8,797
Dry hole, abandonment and impairment costs ......................... 243,213 790,170
Issuance of stock for services ..................................... 82,188 --
Accrued note receivable interest income.. .......................... (94,057) (18,297)
Amortization of loan origination fee ............................... 32,792 --
Below market stock options ......................................... -- 24,366
Loss on sale of assets ............................................. -- 434,521
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable ....................................... 537,122 (341,148)
Advances to officer ....................................... (484) 174,759
Inventory ................................................. 10,174 (34,471)
Prepaids and other ........................................ (72,748) 5,155
Increase (decrease) in:
Accounts payable .......................................... 486,596 13,453
Salaries payable .......................................... 27,819 24,868
------------- -------------
Net cash used in operating activities ................. 366,416 (1,716,055)
Cash flows from investing activities:
Proceeds from sale of marketable securities ........................ -- 186,707
Additions to oil and gas properties ................................ (1,370,703) (947,814)
Purchase of other property ......................................... (7,566) (22,634)
Proceeds from note receivable ...................................... -- 83,333
------------- -------------
Net cash (used in) provided by investing activities ... (1,378,269) (700,408)
Cash flows from financing activities:
Proceeds from sale of stock, net ................................... 1,383,554 2,341,370 Proceeds
from exercise of warrants and options................................... -- 178,200
Proceeds from sale of assets ....................................... -- 63,889
Receipt of note payment for stock .................................. -- 63,800
Proceeds from long-term debt ....................................... -- 400,000
------------- -------------
Net cash provided by financing activities ............. 1,383,554 3,047,259
------------- -------------
Increase (decrease) in cash and cash equivalents........................ 371,701 630,796 Cash and
cash equivalents, beginning of year..................................... 93,715 958,473
------------- -------------
Cash and cash equivalents, end of year ............................. $ 465,416 $ 1,589,269
============= =============
Supplemental disclosures of cash flow information:
Cash paid for interest ............................................. $ 20,599 $ --
============= =============
Non-cash investing and financing activities ........................ $ 94,057 $ 18,297
============= =============
</TABLE>
<PAGE>
See accompanying notes to these consolidated financial statements.
FORELAND CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. OIL AND GAS PROPERTIES:
With its continuous leasing program since 1986, the Company has established
what management believes is one of the larger property positions in Nevada.
During the first three quarters of 1995 the Company continued its leasing
program by purchasing undeveloped acreage for $22,600 in Huntington Valley,
Toano Draw and in other exploration areas. These purchases, together with
additional acreage earned under terms of farm-in agreements in other prospect
areas in Nevada, brings the Company's acreage position to approximately 225,000
gross acres under lease.
2. ISSUANCE OF SECURITIES, COMMON STOCK OPTIONS, AND PURCHASE WARRANTS.
During the first and second quarters of 1995, the holders of 160,870 shares
of the preferred stock designated as the 1994 Series Preferred Stock (the "1994
Preferred Stock") converted this preferred stock into the same number of shares
of common stock of the Company ("Common Stock"). The conversion of these
shares, together with shares previously converted in 1994, reduced the shares of
1994 Preferred Stock issued and outstanding from 1,316,210 originally issued to
1,081,340 as of September 30, 1995.
Between March and September 1995, the Company completed the sale of 507,667
non-transferable units (the "Units") for $3.00 per Unit, for net proceeds of
$1,383,554. Each Unit consists of two shares of preferred stock designated as
the 1995 Series Preferred Stock (the "1995 Preferred Stock") and one Warrant (an
"M Warrant"). At the election of the holder, each share of 1995 Preferred Stock
may be converted into one share of Common Stock (a "Conversion Share"). Each M
Warrant entitles the holder to purchase, at any time through December 31, 1998,
for $4.00 one share of Common Stock (a "Warrant Share"). M Warrants not
exercised by December 31, 1998 will expire. The M Warrants may be redeemed by
the Company on at least 30 days' notice at a redemption price of $0.10 per M
Warrant if the average closing price for the Company's Common Stock is at least
$6.00 per share for 20 consecutive trading days prior to the redemption notice,
subject to certain other conditions. The Company has agreed to file a
registration statement under the Securities Act of 1933 covering the resale of
the Conversion Shares issuable on conversion of the 1995 Preferred Stock and the
Warrant Shares issuable on the exercise of the M Warrants.
During September 1995, the Company amended the exercise price of the class
C Warrants from $3.00 per share to $1.50 per share, and extended the expiration
date from September 30, 1995 to October 10, 1995. The Company received, in
October 1995, $329,250 in cash and notes receivable for the exercise of 219,500
C Warrants.
<PAGE>
3. NOTE PAYABLE:
On April 30, 1994, the Company borrowed $400,000 from an unrelated third
party, collateralized by oil and gas production and other personal property of
the Company, to provide interim financing to advance the Company's drilling
program in its Eagle Springs Field and to pay ongoing general and administrative
expenses. The loan bears interest at 8.4% per annum, payable quarterly, and was
originally due on April 30, 1995. In connection with this loan, the Company
granted the lender options to purchase 200,000 shares of Common Stock at $2.00
per share at any time prior to the earlier of April 30, 1996, or 60 days
subsequent to the repayment of the loan. In May, the Company negotiated the
extension of the due date of this loan to April 30, 1996, and in connection with
such extension, reduced the exercise price of the options previously granted to
$1.50 and granted new options to purchase 200,000 shares of Common Stock at
$2.00 through the earlier of April 30, 1997, or 60 days subsequent to the
repayment of the loan. If the Company were successful in obtaining loans to
fund a portion of the Company's 1995 planned drilling in Eagle Springs, the
completion of such funding would likely require the waiver or modification of
certain provisions of the $400,000 loan or, in the absence of such waiver or
consent, repayment of all or a portion of the loan.
4. RELATED PARTY TRANSACTIONS:
The Company owed $382,372 in salaries and interest to its officers and
directors at September 30, 1995. The Company also had outstanding loans to a
present and a former officer in the amount of $241,336 as of such date.
In June 1991, the Company loaned an officer and director, and a former
officer and director, an aggregate of $124,321, repayable with interest at the
prime rate and collateralized by a pledge of the obligation of the Company to
such persons for the accrued but unpaid back salaries of approximately $156,720.
Proceeds from these loans were used to purchase $100,000 in preferred stock and
warrants and to pay $23,421 in interest and principal on the notes due a Company
subsidiary on the purchase from it of the Company's Common Stock. The notes
were originally due in June 1992, but the Company has agreed not to seek
payment of $241,336 (including additional advances and accrued interest) of the
notes until back salaries owed these individuals (totaling $252,278 at September
30, 1995) are paid. At September 30, 1995, $241,336, including accrued
interest, was due under the notes (such amount is included as a reduction of
stockholders equity in the accompanying financial statements).
During September 1994, options were exercised by officers and directors to
purchase Common Stock, with promissory notes, as follows: Grant Steele, 200,000
shares with a note of $300,000; N. Thomas Steele, 200,000 shares with a note of
$300,000; Kenneth Ransom, 200,000 shares with a note of $300,000; Bruce C.
Decker, 25,000 shares with a note of $56,250; and Dennis J. Gustafson, 25,000
shares with a note of $56,250. Pursuant to the terms of the options exercised,
Grant Steele, N. Thomas Steele, and Kenneth Ransom each returned 24,118 shares
of Common Stock to the Company in settlement of income tax withholding
obligations. Each promissory notes is payable in three equal, consecutive
installments of principal plus interest on the unpaid balance at 7% per annum,
payable annually commencing on the first anniversary of the exercise of the
option. The installments are payable in cash or the delivery of Common Stock
or other options valued at the trading price at the time of payment. The first
payment for the above referenced notes became due in September 1995. Grant
Steele, N. Thomas Steele and Kenneth Ramson each returned 50,807 shares of
Common Stock in satisfaction of their payment of principal and interest on their
$300,000 notes, while Bruce Decker and Dennis Gustafson each returned 9,527
shares in satisfaction of their payment of principal and interest on their
$56,250 notes.
5. INCOME TAXES:
The Company adopted the liability method of accounting for income taxes as
prescribed by Statement of Financial Accounting Standards No. 109 (SFAS 109)
effective January 1993. Financial statements of prior years have not been
restated to apply the new method retroactively. The change in accounting method
had no effect on the net loss for 1993 or prior years.
The Company has had no taxable income under federal and state tax laws due
to operating losses since its inception; therefore, no provision for income
taxes has been made. At December 31, 1994, the Company has unused net operating
loss carry-forwards of approximately $18,100,000.
<PAGE>
6. SUBSEQUENT EVENTS:
During September 1995, the Company amended the exercise price of the C
Warrants from $3.00 per share to $1.50 per share, and extended the expiration
date from September 30, 1995 to October 10, 1995. The Company received, in
October 1995, $329,250 in cash and notes receivable for the exercise of 219,500
C Warrants.
As of the date of this filing, the second and fourth wells of the 1995
Eagle Springs Drilling Program (95 Eagle Springs Program) were being completed.
Under the terms of the Enserch/Berry agreement, the Company spudded the
Eldorado Federal #15-1 exploratory well in late October 1995. This is the fifth
well of a six well, three year joint exploration agreement.
The Company has commenced the private placement of up to $3,000,000 in
senior secured convertible notes due September 30,2000 (the "95 Notes"), to fund
repayment of $400,000 in outstanding current secured notes payable, the
continuation of the Company's Eagles Springs development program, and other
exploration. The 95 Notes will be convertible into Common Stock and secured by
the Company's interest in the Eagle Springs Field. The offering of the 95 Notes
is not being registered under the Securities Act of 1933 and may not be sold in
the absence of an exemption from registration thereunder.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
Since its organization in June 1985, the Company has been engaged
principally in oil exploration in the Great Basin and Range of Nevada, an area
that management believes is one of the most promising unexplored onshore
domestic areas with potential for the discovery of major oil reserves. In
continuing to advance this exploration, the Company's strategy is to generate
exploration prospects with the most recent generally available scientific
techniques, expand and improve the Company's strategic land position, and
establish arrangements with other oil exploration firms active in Nevada to
obtain additional scientific data, leases, and funding.
Until 1994, the Company has had only limited revenue, consisting of modest
amounts of interest income earned on net proceeds from the sale of securities
and revenue from producing properties, including properties held in Texas that
the Company received no material operating income from after April 1993. In
September 1994 the Texas properties were sold to an unrelated third party
operator. In 1993 and 1994, the Company acquired and has since reworked and
returned to production eight wells and drilled a new water injection well in the
Eagle Springs Field, supplementing the Company's other limited production from
its Tomera Ranch and North Willow Creek oil discoveries.
In August 1994, the Company entered into an agreement with Plains Petroleum
Company, which has since been acquired by Barrett Resources Corporation
("Barrett"), under which Barrett has provided $1,920,000 of $2,400,000 in well
costs to earn a 40% interest in the Company's Eagle Springs producing properties
and obtained the right to participate in one specified Company exploration
project on agreed terms, as discussed below. Pursuant to such agreement, the
Company and Barrett acquired an additional Eagle Springs lease on approximately
240 acres with three previously producing wells, then shut-in, and a shut-in
water injection well. Of these wells, one was returned to production in 1994
and two were reworked and returned to production in July 1995. The Company and
Barrett drilled four wells in the 95 Eagle Springs drilling program, two of
which are currently in production and two of which are currently being
completed. The Company plans to continue additional drilling in this field to
place into production undeveloped reserves and to drill in additional locations
to test horizons that are productive in existing wells.
To date, the Company has funded its exploration program principally from
the sale of its equity securities. The Company also benefits from capital
provided by oil industry participants for drilling and other exploration of
certain oil prospects through joint arrangements typical in the oil industry.
<PAGE>
Plan of Operation
Eagle Springs Drilling
The Company's strategy in acquiring the Eagle Springs property was to
increase revenue by returning existing wells to production and to identify
additional drilling locations to evaluate the horizons that are productive in
existing wells. Management believes that drilling in the Eagle Springs Field
involves lower risk as compared to the Company's other exploration drilling in
prospect areas with less drilling history and less available exploration data.
Management now estimates that when all seven wells being drilled with Barrett in
the Eagle Springs Field in the 1995 program are completed and placed into
production, the increased revenue should be sufficient to meet ongoing cash
requirements for fixed and recurring costs associated with the general and
administrative, exploration and production, interest cost and property
maintenance costs, assuming no major interruptions in production or reduced oil
prices.
The Company has completed substantial work at Eagle Springs since its
acquisition in July 1993, reworking eleven wells, including the three wells
acquired and reworked with Barrett, to return them to production (subject to
interruptions from time to time until further well treatment and other surface
facilities could be completed), and drilling a water injection well. Such work
included substantially renovating and upgrading surface facilities such as tank
batteries, piping, separators, and other equipment so that field production
facilities currently have substantial excess capacity available to service new
wells. Production from the Eagle Springs Field is sold under the Company's
existing sales agreement and trucking arrangement to a refinery in Salt Lake
City, Utah.
The Company and Barrett drilled three new producing wells in the Eagles
Springs Field in late 1994 and early 1995. In January 1995, after these three
wells were placed into production, Barrett elected to continue to participate in
Eagle Springs, thereby earning a 40% working interest in the Company's Eagle
Springs project, subject to the right to make individual elections respecting
participation in specific wells. The first four wells of the 95 Eagle Springs
Program, with Barrett as a partner, have been drilled, with the first and third
wells beginning production in late July and late September, respectively, while
the second and fourth wells are currently being completed. In addition to these
first four wells in the 1995 drilling program in which Barrett has participated,
the Company is planning with Barrett three more wells for 1995 and anticipates
seven additional wells for 1996. The Company expects that Barrett will
participate in these additional wells, although Barrett is under no obligation
to do so. The Company has funds available for its share of cost for completing
the first four wells drilled with Barrett during 1995.
The Company estimates that there are about 23 additional possible drilling
locations within the estimated perimeter of the field under 10 acre well
spacing, as approved by Nevada regulatory authorities. Based on its current
drilling experience, the Company estimates that the Eagle Springs drilling will
cost approximately $325,000 per gross well for a dry hole or $560,000 for a
completed gross well, including related geophysical and geological evaluations,
for estimated costs attributable to the Company's 60% share of the Eagle Springs
drilling of from approximately $195,000 to $336,000 per well for a dry hole and
a producing well, respectively. Therefore, the Company's share of the cost of
the remaining 10 wells planned for 1995 and 1996 is estimated at approximately
from $1,950,000, if all wells were dry holes, to $3,360,000 if all wells were
completed for production. The Company has funded the first four wells and will
schedule the remaining 10 wells to be drilled as funds are available.
<PAGE>
Exploration Program
The Company requires substantial amounts of capital to advance its oil
exploration program, relying on funding provided through joint exploration
arrangements with other firms and utilizing its own capital provided principally
through the sale of securities and existing and anticipated revenues from the
development of Eagle Springs. The Company is obligated to pay approximately
$150,000 in drilling costs for the Eldorado Federal # 15-1 exploratory well now
being drilled in Little Smoky Valley. The Company is obligated to pay
approximately $150,000 in drilling costs. This is the fifth well of a six well,
three year joint exploration program under an agreement with Enserch/Berry. The
Company anticipates that it will continue its exploration program with up to
three exploration tests in the remainder of 1995, depending on the availability
of required funds. An additional test in the Pinon Prospect in Pine Valley at
an estimated total dry hole cost of $300,000 is planned for late 1995 or 1996,
subject to available funding. The Company would be required to bear 50% of such
costs. This would be the sixth well of the six well exploration program with
Enserch/Berry. The Company and Barrett may also drill one test at North
Humboldt at an estimated dry hole cost of approximately $400,000 for a net cost
to the Company of $133,000 under their joint exploration agreement. The Company
has identified a target in the Deadman Creek area of Toano Draw on lands covered
by an exploration agreement with P&P. If funds are available, the Company may
reenter an existing hold in this area, test, and, if warranted, attempt
recompletion. If joint exploration arrangements can be reached with other
industry participants and the Company's share of required funds is available, it
will also attempt to drill a Dixie Flats test in Huntington Valley at an
estimated dry hole cost of $400,000; however, this well may not be started until
1996.
The Company also plans to continue its geophysical and geological data
gathering and evaluation, property acquisition, and prospect evaluation,
depending on the availability of funds, This includes continuing to process
seismic data available to the Company, completing 3-D seismic studies of
specific drilling prospects, and integrating seismic, gravity, and drilling
data. In addition the Company may undertake joint geophysical data acquisition
with others under arrangements in which each participant bears a share of the
cost for specific surveys. The Company will continue its lease acquisition
efforts in specific prospect areas and, as it generates drilling proposals, seek
funding for drilling. Typically, new prospects that are generated are not
drilled for several months or until the next drilling season or later.
<PAGE>
The Company has initiated the forgoing 1995 exploration program with the
net proceeds of $1,383,554 received from the private placement of Units
completed in September 1995 (and $329,250 received from the exercise of C
Warrants in October 1995). The Company is dependent on the receipt of
additional funds for its drilling program for the balance of 1995. The Company
has commenced the private placement of senior secured notes to fund its portion
of the cost of the remaining 1995 Eagle Springs drilling program, but there can
be no assurance that the Company will be successful in obtaining such additional
financing.
In seeking financing for proposed data gathering, land acquisition, or
drilling or other exploration of specific prospect areas, the Company typically
investigates both oil industry funding sources and the availability of capital
through the sale of securities. In considering participation from industry
sources, the Company assesses whether the potential industry participant can
provide scientific data and lease or other exploration rights in the prospect
area as well as required funding as compared to the dilution that may result to
the interest of the Company by sharing in any reserves that may be discovered.
In analyzing the availability of capital from the sale of securities, the
Company considers conditions in the capital markets generally, the anticipated
marketability of Company securities, and the dilution that may result to
existing shareholders. In selecting between available financing alternatives,
management seeks the source that management believes will result in lesser
dilution and greater economic return to its shareholders.
Cash for Recurring Operating Costs
The Company requires cash for certain fixed and recurring operating costs
required in order for the Company to continue, as distinguished from drilling
and related costs to advance its ongoing exploration program in Nevada that are
either expensed as dry hole and abandonment costs in the case of an unsuccessful
test or added to oil and gas properties if a producing well results. For
example, during the third fiscal quarter ended September 30, 1995, the Company
required cash for production operations ($111,856), exploration, consisting of
an allocation of employee salaries and other overhead to the exploration
function ($149,176), general and administrative ($191,096), and interest on
outstanding debt requiring cash payment ($10,000), for an aggregate of
approximately $462,100. (Most interest revenue and most interest expense relate
to indebtedness to and from former and present officers and directors that do
not require current cash expenditures.) During the third quarter, the Company
received revenue of $243,000 from oil sales at an average of approximately 240
barrels per day, resulting in a cash shortfall for the quarter of $219,100.
Average daily net third quarter production increased to approximately 240
barrels per day, which is lower than anticipated. Due to delays in the Eagle
Springs drilling and completion program, only one new Eagle Springs well was
placed in production during the third quarter. One additional well was placed
in production in October 1995, with an initial production rate of 228 gross
barrels of oil per day. That well is now averaging 140 gross barrels of oil
per day. Two wells are currently being tested and completed for
production, but at present the Company cannot predict the rate at which they
will produce. Management believes that the Company's cash requirements,
excluding drilling and related costs to advance the Company's ongoing
development and exploration program in Nevada, will be met when those two wells
are completed and placed into production.
<PAGE>
To the extent that net production to the Company does not increase to a
level sufficient to cover shortages of cash required for operations, the Company
will be dependent on the sale of additional debt or equity securities from its
pending senior secured note offering, the exercise of outstanding options or
warrants, or financing from other sources. There can be no assurance that Eagle
Springs development will sustain sufficient additional production for the
Company to be able to meet its requirements for recurring operating expenses or
that the Company will be able to obtain funds from other sources, in which case
the Company would be required to implement cost-cutting measures and curtail
drilling and most other exploration activity in order to continue.
Current Funding Plans
Between March and September 1995, the Company sold 507,667 Units at $3.00
for net proceeds of $1,383,554. The Company has commenced an offering of
$3,000,000 in senior secured notes to refinance its existing $400,000 current
secures note payable, continue its Eagle Springs development program and other
exploratory drilling.
During September 1995, the Company amended the exercise price of the C
Warrants from $3.00 per share to $1.50 per share, and extended the expiration
date from September 30, 1995 to October 10, 1995. The Company received, in
October 1995, $329,250 in cash and notes receivable for the exercise of 219,500
C Warrants.
Liquidity and Capital
Cash required for both operating and investing activities was provided from
financing activities during the past two fiscal years as well as the first nine
months of 1995, during which the Company received $1,383,554 (net) in cash from
the sale of securities.
On April 30, 1994, the Company borrowed $400,000 from an unrelated third
party, collateralized by oil and gas production and other personal property of
the Company, to provide interim financing to advance the Company's drilling
program in its Eagle Springs Field and to pay ongoing general and administrative
expenses. The loan bears interest at 8.4% per annum, payable quarterly, and was
originally due on April 30, 1995. In connection with this loan, the Company
granted the lender options to purchase 200,000 shares of Common Stock at $2.00
per share at any time prior to the earlier of April 30, 1996, or 60 days
subsequent to the repayment of the loan. In May, the Company negotiated the
extension of the due date of this loan to April 30, 1996. In connection with
extending the loan payment date to April 30, 1996, the Company reduced the
exercise price of the options previously granted to $1.50 and granted a new
option to purchase 200,000 shares at $2.00 through the earlier of April 30,
1997, or 60 days subsequent to the repayment of the loan. If the Company is
successful in the private placement of senior secured notes, the Company intends
to repay the existing $400,000 loan.
The auditors' report on the financial statements of the Company as of
December 31, 1994, contains a qualification as to the ability of the Company to
continue as a going concern because of its limited working capital and revenue
and continuing losses from operations. As of September 30, 1995, the Company
had negative working capital of approximately $1,030,000 and has ongoing cash
requirements for fixed and recurring operating expenses requiring cash
expenditures, but excluding drilling and related expenditures, of approximately
$219,100 greater than production revenue for the quarter.
<PAGE>
The Company will continue to seek cash proceeds form the exercise of
outstanding options and warrants and from the sale of additional common stock,
preferred stock, warrants, or other securities. Additionally, the Company is
exploring others sources of financing for ongoing costs as well as expanded
activities and the possible purchase of additional production to increase the
Company's financial security and stability as it continues its exploration. The
purchase of producing properties would require substantial amounts of additional
debt and equity financing. There can be no assurance that the Company can
negotiate the acquisition of any properties or obtain any financing that may be
required for such purchase. As in the past, the Company will rely largely on
the sale of additional securities to meet its capital requirements.
Results of Operations
Three Months Ended September 30, 1995 and 1994
For the third quarter period ending September 30, 1995, oil sales increased
$134,400 to $243,000 as compared to the same period in 1994, with the Eagle
Springs Field contributing approximately $136,400 to such increase. The Company
received no well service revenue during the third quarter of 1995 due to the
lack of third party water disposal fees. Other income was approximately $49,900
higher for this third quarter of 1995 as compared to the same period in 1994 as
a result of interest income accruing from notes receivable of $23,500 and
$20,500 earned through operations at the Eagle Springs Field.
The Company's production expenses for the third quarter of 1995 decreased
$54,200 to $111,900 when compared to the same quarter in 1994, attributable
principally to a decrease of $53,600 in operating costs at Eagle Springs.
Oil and gas exploration expenses increased $39,300 for the third quarter of
1995 when compared to the same period in 1994. Leasehold maintenance costs
increased $37,100 during the third quarter period ended September 30, 1995, when
compared to the same three-month period in 1994.
Dry hole, abandonment, and impairment expenses for the third quarter ended
September 30, 1995, were $15,800, which were attributable to the Hot Creek Wash
#15-1. Dry hole costs for the third quarter ended September 30, 1994, were
$86,300, which represented dry hole expenses associated with the Willow Springs
#34-31 well.
General and administrative expenses have decreased $261,000 for the third
quarter ended September 30, 1995, when compared to the same period in 1994,
principally due to one time charges in the third quarter of 1994 of $203,800 as
a result of a canceled securities offering, and relocation cost of $93,100.
Offsetting these decreases was an increase in professional fees of approximately
$37,800. Depreciation, depletion and amortization for the third quarter of 1995
were decreased by $900 when compared to the same period in 1994. Such expenses
attributable to the Eagle Springs Field decreased $43,200 because of the related
increase in reserves due to new wells being put into production, while such
expenses attributable to the remaining properties of the Company increased
$42,300 for the third quarter ended September 30, 1995 when compared to the same
period in 1994.
During the 1994 interim period, the Company recognized a loss of $435,000
as a result of its disposition of its interest in certain oil producing
properties in Texas, while no similar event took place in the 1995 interim
period.
<PAGE>
Nine Months Ended September 30, 1995 and 1994
For the nine-month period ending September 30, 1995, oil sales increased
$393,100 to $719,000 as compared to the same period in 1994, with the Eagle
Springs Field contributing approximately $385,300 of the increase. Well service
revenue was $22,500 lower in the three quarters of 1995 as compared to the same
period in 1994, due to greatly reduced third party water disposal fees. Other
income increased approximately $120,900 for the third quarter of 1995 as
compared to the same period in 1994, as a result of income accruing from notes
receivable of $73,300 and $47,300 earned through operations at the Eagle Springs
Field.
The Company's production expenses for the nine-month period ended September
30, 1995, decreased $2,200 to $314,400 when compared to the same period in 1994,
attributable principally to an decrease of $4,200 in operation costs at Eagle
Springs, while an increase of $2,000 was attributable to the remaining Foreland
properties. Oil and gas exploration expenses were reduced $220,600 for the
nine-month period ended September 30, 1995, as compared to the same period in
1994. The primary decrease came because during the first nine months of 1994
the Company incurred expenses associated with a three dimensional (3-D) seismic
program at Eagle Spring of $207,500.
Dry hole, abandonment, and impairment costs for the nine-month period ended
September 30, 1995, were $243,200, which were primarily attributable to the Hot
Creek Wash #15-1 well. Dry hole, abandonment, and impairment costs for the
nine-months ended September 30, 1994, were $893,500, which represented dry hole
costs associated with the Cedar Creek #2-1, Indian Springs #22-1, and the Willow
Springs #34-31 wells and impairment cost attributable to the North Willow #5-27
well.
General and administrative expenses have decreased $134,300 for the nine-
month period ended September 30, 1995, when compared to the same period in 1994,
principally due to one time charges in 1994 of $203,800 as a result of a
canceled securities offering, and relocation cost of $93,100. This was offset
by an increase of $125,500 in expenses related to financial public relations,
information dissemination within the investment community (which management
expects to decline), and an increase in professional services. Depreciation,
depletion and amortization increased $53,200. Such expenses attributable to the
Eagle Springs Field increased $11,800, primarily due to new wells being put
into, while such expenses attributable to the Company's remaining properties
increased $41,400 for the nine-month period ended September 30, 1995 when
compared to the same period in 1994.
During the 1994 interim period, the Company recognized a loss of $435,000
as a result of its disposition of its interest in certain oil producing
properties as a result of its disposition of its interest in certain oil
producing properties in Texas, while no similar event took place in the 1995
interim period.
Accounting Treatment of Certain Capitalized Costs
Included in oil and gas properties on the Company's balance sheets are
costs of wells in progress. Such costs are capitalized until a decision is made
to plug and abandon or, if the well is still being evaluated, until one year
after reaching total depth, at which time such costs are charged to expense,
even though the well may subsequently be placed into production. The Company
also charges to expense the amount by which the total capitalized cost of proved
oil and gas properties exceeds the total undiscounted net present value of
related reserves. As a result of the foregoing policies, the Company expects
that from time to time capitalized costs will be charged to expense based on
management's evaluation of specific wells or properties or the disposition,
through sales or conveyances of fractional interests in connection with industry
sharing arrangements, of property interests for consideration in amounts that
have the effect of reducing the Company's total undiscounted net present value
of oil and gas reserves below the total capitalized cost of proved oil and gas
properties. As part of the Company's evaluation of its oil and gas reserves in
connection with the preparation of the Company's annual financial statements,
the Company obtains an engineering evaluation of its properties based on current
engineering information, oil and gas prices, and production costs, which may
result in material changes in the total undiscounted net present value of the
Company's oil and gas reserves. The Company would be required to charge to
expense the amount by which the total capitalized cost of proved oil and gas
properties exceeds the amount of such undiscounted net present value of the
Company's oil and gas reserves.
<PAGE>
Operating Costs
Operating costs relating to Nevada production from time to time include
costs associated with various production testing measures on the Tomera Ranch
and North Willow Creek wells and fixed costs allocable to a number of wells,
including the Eagle Springs wells that were returned to production during 1994
and the three new producing wells jointly drilled with Plains (now Barrett) in
late 1994 and 1995. Production costs relating to the Eagle Springs Field have
historically been higher than the normal industry standard per barrel of oil
presently being produced due to start-up costs associated with the upgrading and
expanding the production facility to facilitate additional production, and
repairs to equipment that had been shut down without maintenance for over a
year. During the first three months of 1995, the Company incurred additional
costs of operating in winter due to energy costs for heating the oil, and
operating the wells using propane as its main fuel to operate the pumping units.
In early 1995, the Company has completed field upgrades including a boiler
system to heat the oil, a trace water disposal system to return produced water
to the field water injection well as opposed to trucking the water to the
disposal well, and the wells are currently using lower cost electricity, and
in some instances natural gas that is being produced from the new well in the
field to run the pumping units.
Overall operating costs are a combination of costs associated with each
well and costs associated with operation of the entire field. As additional
wells are added to the production system, the field operating costs will be
spread among additional wells, lowering the impact of such costs on each well
and per barrel produced. Because of the foregoing, the Company expects that
production costs per barrel will continue to be high unless and until the amount
of production increases sufficiently to obtain economics of scale and dilute the
impact of high fixed operating costs. In addition, operating costs may continue
to vary materially due to the costs of ongoing treatment or reworking of
existing wells and other factors.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
During the quarter ended June 30, 1995, the Company did not file any report
on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FORELAND CORPORATION
(Registrant)
Dated: November 14, 1995 By: /s/ N. Thomas Steele
-----------------------------
N. Thomas Steele, President
Dated: November 14, 1995 By: /s/ Don W. Treece
--------------------------------
Don W. Treece, Controller (Chief
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AS OF JUNE 30, 1995, AND STATEMENTS OF OPERATIONS FOR THE THREE AND
SIX MONTHS ENDED JUNE 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> Sep-30-1995
<PERIOD-TYPE> 9-MOS
<CASH> 465,416
<SECURITIES> 0
<RECEIVABLES> 327,656
<ALLOWANCES> 8,797
<INVENTORY> 158,525
<CURRENT-ASSETS> 973,575
<PP&E> 6,532,818
<DEPRECIATION> (1,823,471)
<TOTAL-ASSETS> 5,875,113
<CURRENT-LIABILITIES> 2,003,355
<BONDS> 0
<COMMON> 13,622
0
2,136
<OTHER-SE> 3,856,000
<TOTAL-LIABILITY-AND-EQUITY> 5,857,113
<SALES> 719,024
<TOTAL-REVENUES> 887,078
<CGS> 0
<TOTAL-COSTS> 314,431
<OTHER-EXPENSES> 1,690,639
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 91,029
<INCOME-PRETAX> (1,209,021)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,209,021)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,209,021)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.07)
</TABLE>
