COLUMBUS ENERGY CORP
8-K, EX-20, 2000-05-31
CRUDE PETROLEUM & NATURAL GAS
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                   [Columbus Energy Corp. Logo and Letterhead]


                       MANAGEMENT'S REPORT TO SHAREHOLDERS
                    FOR FIRST QUARTER ENDED FEBRUARY 29, 2000

                                  May 26, 2000

Dear Shareholder:

     First we would like to let you know the status of the previously  announced
program wherein the Board of Directors  hired financial  advisors to aid them in
exploring strategic  alternatives which would maximize  shareholder value. Also,
this letter will serve as our fiscal 2000 first quarter  report to  shareholders
so the reverse side includes basic financial  information for the period. If you
desire more details,  read the quarterly Form 10-Q filed with the Securities and
Exchange  Commission  during  April which can be found on our  website  which is
www.columbusegy.com.

     Following a review by those financial advisors of the general status of the
Company's  assets,  its  financial  statements  and  stock  market  activity  of
Columbus' shares,  your directors developed a general consensus that it would be
extremely  difficult to generate  new  institutional/investor  interest  without
having  a  critical   mass  which  is  several   times  EGY's   present   market
capitalization.  This would require some form of consolidation  with one or more
larger companies.  It is quite evident that significantly  higher cash flows now
being generated by much improved  commodity prices for crude oil and natural gas
will still not alone be sufficient  for small cap domestic  energy  companies to
appeal to public  investors'  imagination  such as the "dot com"  companies have
been able to attract.

     The Board of  Directors  made the  decision  in February to adopt a program
which would most likely lead to a sale of the Company either by merger or by the
outstanding  stock being  purchased for cash.  This procedure  involved  mailing
letters with confidentiality agreements enclosed to several domestic exploration
and  production  companies and utilities who had expressed  interest in possibly
acquiring EGY. All who responded with executed  confidentiality  agreements were
mailed a confidential  information  memorandum  containing detailed  information
about the  Company's  assets and its financial  condition.  It was believed that
such material would help companies to determine the extent of their interest and
to submit a preliminary  indication of such interest  along with a possible form
of transaction.  Several  companies  responded with their indications which were
reviewed by the financial  advisors with the Company's  Board of Directors after
which the list was further narrowed to those companies who were invited to visit
the data room which  procedure  should not prove  disruptive to Columbus'  daily
operations.  We  expect  to  continue  this  auction  process  by  soli-  citing
transaction  proposals from those companies still interested and then continuing
with the  process.  There is no  assurance we will be able to reach an agreement
with any of these companies and we will issue a press release if we enter into a
transaction with anyone.

     Now, to the discussion of the operational  and financial  results of fiscal
2000's first quarter.  You may wish to glance at the financial statements on the
reverse side of this letter before reading the material appearing below.

     Improved crude oil and natural gas prices were primarily  responsible for a
35%  improvement  in first  quarter sales since natural gas volumes were off 19%
and crude oil volumes were up only 9%. Last year's first quarter gas  production
had benefitted from prior year fourth quarter  completions of upper Wilcox Slick
Sand  discoveries at the El Squared  Prospect in Bee County,  Texas,  along with
several  development  gas wells  drilled  near  Laredo.  Because  EGY had a very
limited development  drilling program throughout fiscal 1999 and into early 2000
due to poor  commodity  prices and general  industry  turmoil,  there had been a
steady production decline during last year  which was not offset by  exploration


<PAGE>



successes.  Following recent  resumption of a Laredo area develop- ment program,
we have enjoyed some excellent  results  particularly  with one  outstanding gas
well in which there had been numerous non- consents  which EGY agreed to absorb.
As a consequence, when this well was recently connected, Columbus' net daily gas
production  has  climbed  rapidly  back up to the 10 million  cubic feet per day
(MMCFD) level from an average of 7.8 MMCFD recorded  during the first quarter of
2000.  While this new well's  larger  working  interest  will  revert  back to a
relatively  small  interest some time in the next six months,  we hope other new
gas producers will take up the slack in capacity when this occurs. Meantime, our
debt will be reduced as increased cash flow permits.  Crude oil production  thus
far in fiscal  2000 has  remained  fairly  stable in the 450 plus barrel per day
range with  prices  that have been in the $25 per  barrel  range  after  hedging
deductions.

     In the first quarter financials, the balance of exploratory charges related
to the two middle Wilcox  exploratory dry holes at the Long #3 and Long #4 wells
at El Squared  (which were discussed in detail in the fiscal 1999 Annual Report)
prevented  Columbus from reporting net earnings for that period. Had the Company
been  utilizing  full cost  accounting,  there would have been  substantial  net
earnings  since those  exploratory  charges alone equated to a reduction  (after
tax) of 25 cents per share.  Columbus'  Discretionary  Cash Flow (DCF), which is
not affected by  exploration  charges,  rose to  $1,506,000,  up 42% from 1999's
first  quarter,  and has  continued  to  escalate  subsequent  to the end of the
quarter because the significant  improvement in natural gas prices had only just
begun to rise in February. As reported during the annual meeting, assuming there
are no major price declines  during the balance of the year, it is believed that
fiscal  2000's DCF will become the second best year in history in terms of gross
amount and might even  surpass the $2.25 per share  reported  for 1997's  record
year (assuming a full year gets reported).

     Needless  to say,  management  is  thoroughly  enjoying  these  magnificent
prices. This is not only because of the huge increase in revenues being realized
and debt  reduction  under way, but we feel that the energy  industry is finally
being vindicated for Washington's  failure to pay attention to the dire warnings
domestic  independents  have  issued for the past ten years  about the  perilous
situation  Congress  and the  Administrations  from both  parties have helped to
create.  There has been essentially no attempt to develop a realistic,  coherent
domestic  energy  policy  nor has there  been a serious  attempt  undertaken  to
eliminate the punitive tax penalties imposed during the 1970's and 1980's. Those
past tax  changes  removed  most of the  incentives  that would have  helped the
industry to raise  capital  needed to offset risks of exploring  for new fields.
Now those  failures  have come home to roost and  anything  that  might be done,
while  helpful,  will take several years to show up in industry  results.  It is
also much too late to avoid a lot of pain and  suffering  for U.S.  citizens for
several  years  to come.  They  must now get used to  paying  world  prices  for
gasoline  and fuel oil which  almost led to anarchy  when this  occurred  in the
1970's. Hopefully,  expected shortfalls in natural gas production will not be so
severe  that whole  communities  will  suffer  therefrom.  Don't bet your life's
savings this won't happen, however.

                                  Sincerely yours,


                                  /s/ Harry A. Trueblood, Jr.
                                  -----------------------------
                                  Harry A. Trueblood, Jr.
                                  Chairman and President


This  document  may  contain  projections  or other  forward-looking  statements
regarding future events or the future financial  performance of the Company that
involve   risks  and   uncertainties.   Readers   are   cautioned   that   these
forward-looking  statements are only predictions and may differ  materially from
actual future events or results. Readers are referred to the documents filed  by
Columbus with the SEC,  specifically  the most recent  reports on Form 10-K, 8-K
and 10-Q,  including  amendments thereto,  which identify important risk factors
that  could  cause  actual  results  to  differ  from  those  contained  in  the
forward-looking   statements,   including   risks   associated   with  imprecise
assumptions  with  regard  to  production  levels,   price   realizations,   and
expenditures for exploration and development and anticipated  results therefrom,
competition, volatility of stock price, financial risk management, and potential
volatility in operating results, among others.

<PAGE>

                              COLUMBUS ENERGY CORP.

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                     ASSETS

                                                              February 29, 2000
                                                              -----------------
                                                                (in thousands)

Current assets                                                    $   4,050
Oil and gas assets, successful efforts method                        38,499
Less:      Accumulated depreciation and depletion                   (23,231)
                                                                  ---------
  Net property                                                       15,268
Other                                                                 1,212
                                                                  ---------
                                                                  $  20,530
                                                                  =========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                               $   2,745
Long term debt, excluding current maturities                          5,700
                                                                  ---------
           Total liabilities                                          8,445
Stockholders' equity                                                 12,085
                                                                  ---------
                                                                  $  20,530
                                                                  =========

<PAGE>
                             COLUMBUS ENERGY CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                   Three Months Ended
                                            February 29,            February 28
                                                2000                    1999
                                            -----------------------------------
                                                     (in thousands)

Net income (loss)                                $  (444)             $      28
Income charges not requiring
     cash                                            538                    917
Exploration expense                                1,412                    119
                                                  ------                  -----
   Discretionary cash flow                         1,506                  1,064
Changes in assets & liabilities, net                (435)                  (369)
Exploration expense, cash portion                 (1,412)                   (79)
                                                  ------                  -----
Net cash from (used in)
     operating activities                           (341)                   616

Cash flow used in investing
   activities                                       (147)                (1,095)
Cash flow used in financing
   activities                                        (78)                  (608)
                                                  ------                 ------
Net decrease in cash                                (566)                (1,087)
Cash and cash equivalents:
   Beginning of period                             1,850                  2,003
                                                  ------                 ------
   End of period                                 $ 1,284                $   916
                                                  ======                 ======

<PAGE>
                             COLUMBUS ENERGY CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                         Three Months Ended
                                               --------------------------------------
                                               February 29, 2000    February 28, 1999
                                               -----------------    -----------------
                                                (in thousands, except per share data)
<S>                                                <C>                   <C>
Revenues:
  Oil and gas sales                                $  2,740              $  2,033
  Operating and management
    services                                            370                   336
  Interest and other income                              33                    27
                                                   --------              --------
       Total revenues                                 3,143                 2,396
                                                   --------              --------

Costs and expenses:
  Lease operating expenses                              545                   422
  Property and production taxes                         284                   244
  Operating and management
    services                                            231                   251
  General and administrative                            328                   336
  Depreciation, depletion and
    amortization                                        751                   890
  Exploration expense                                 1,412                   119
  Litigation expense                                    158                     4
                                                   --------              --------
     Total costs and expenses                         3,709                 2,266
                                                   --------              --------

      Operating income (loss)                          (566)                  130
                                                   --------              --------

Other expenses (income):
  Interest                                              107                    84
  Other                                                   -                     1
                                                   --------              --------
                                                        107                    85
                                                   --------              --------
      Earnings (loss) before
        income taxes                                   (673)                   45

Provision (benefit) for income
  taxes                                                (229)                   17
                                                   --------              --------
      Net earnings (loss)                          $   (444)             $     28
                                                   ========              ========

Earnings (loss) per share
  Basic                                            $   (.12)             $    .01
                                                   ========              ========
  Diluted                                          $   (.12)             $    .01
                                                   ========              ========

Average number of common shares and common
equivalent shares outstanding:

  Basic                                               3,773                 4,009
                                                   ========              ========
  Diluted                                             3,773                 4,039
                                                   ========              ========
</TABLE>



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