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 Quarter Ended June 30, 1997 Commission File No. 0-17538
WESTAMERICA CORPORATION
(Exact name of Registrant as specified in its charter)
Oklahoma 73-1322822
(State or other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification No.)
Highway 75 North, Dewey, Oklahoma 74029
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 534-1700
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.
As of June 30, 1997 the Registrant had outstanding 3,119,504
shares of Common stock, par value $.01 per share, which is the
Registrant's only class of common stock.
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WESTAMERICA CORPORATION
QUARTERLY REPORT ON FORM 10-QSB
For the Quarter ended June 30, 1997
TABLE OF CONTENTS
PART I
Page
Item 1. Consolidated Financial Statements (Unaudited):
Balance Sheet as of June 30, 1997. . . . . . . . . . . . 3
Statement of operations for three months ended
June 30, 1997 and 1996 (Unaudited) . . . . .. . . . . 4
Statement of cash flows for three months ended
June 30, 1997 and 1996 (Unaudited). . . . . . . . . . 5
Notes to Consolidated Financial Statements (Unaudited) . 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . 7
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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WESTAMERICA CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
(Unaudited)
ASSETS JUNE 30
1997
CURRENT ASSETS:
Cash and cash equivalents $ 225
Accounts receivable:
Oil and gas partnership 272
Trade 3
Other 64
Notes receivable 89
Inventories 259
TOTAL CURRENT ASSETS 912
PROPERTY AND EQUIPMENT:
Oil and gas properties, successful
efforts method 4,884
Transportation, drilling and
other equipment 570
Land and buildings 950
Less accumulated depreciation,
depletion, and amortization (3,733)
2,671
OTHER ASSETS:
Other assets 254
TOTAL ASSETS $ 3,837
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable and current portion
of long-term debt $ 111
Accounts payable and accrued expenses 152
Prepaid drilling and well completion contract 402
TOTAL CURRENT LIABILITIES 665
DEFERRED INCOME 27
LONG-TERM DEBT 501
STOCKHOLDERS' EQUITY:
Preferred stock authorized 1,000,000 shares, $.0l par
value; non voting convertible preferred stock, redeem-
able and cumulative, outstanding 100,000 shares. Non-
voting cumulative non-convertible series B preferred
stock, outstanding 121,700 shares. 2
Common stock, $.01 par value authorized 10,000,000
shares; issued 3,119,504, outstanding 3,117,574 shares 31
Additional paid-in capital 6,397
Deficit (3,784)
Treasury stock, at cost, 1,930 shares ( 2)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 2,644
$ 3,837
See notes to consolidated financial statements
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WESTAMERICA CORPORATION
STATEMENT OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
Three Months Ended
JUNE 30 ,
1997 1996
REVENUES:
Oil and gas sales $ 23 $ 60
Drilling, recompletion
and service income 67 127
Interest and other 9 6
99 193
COSTS AND EXPENSES:
Oil and gas operations 115 124
Selling, general and administrative 89 62
Depreciation, depletion and
amortization 29 30
Interest 14 17
247 233
Net loss from continuing operations (148) (40)
Income from operations of
discontinued business -0- 93
NET INCOME (LOSS) (148) 53
Less preferred stock dividend (50) (47)
Net income (loss) applicable
to common stock $ (198) $ 6
Earnings per common share:
Income (loss) from continuing operations $ .05 $ .01
Net income (loss) applicable
to common stock $ (.06) $ .00
AVERAGE SHARES OUTSTANDING 3,117,574 5,315,020
See notes to consolidated financial statements.
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WESTAMERICA CORPORATION
THREE MONTHS ENDED JUNE 30, 1997
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Three Months Ended
June 30
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (148) $ 53
Adjustments to reconcile net income (loss)
to net cash used in operating activities
Depreciation, depletion and amortization 29 33
Gain on sale of assets -0- (101)
Decrease (Increase) in receivables 153 (45)
Decrease (Increase) in inventory 5 (55)
Increase in other assets (38) (135)
Decrease in accounts payable,
drilling and well completion advances
and accrued expenses (267) (102)
Other -0- 4
Net cash used in operating activities (266) (348)
Cash Flows from Investing Activities
Purchase of marketable securities - (39)
Expenditures for property and equipment (118) (321)
Proceeds from discontinued business 443 -0-
Proceeds from sales of property
and equipment -0- 120
Net cash used in
investing activities 325 (240)
Cash Flows from Financing Activities
Repayment of bank borrowing (17) (13)
Increase in bank borrowing 14 79
Decrease in notes payable
to stockholders (73) -0-
Dividends paid (50) (47)
Net cash provided by
financing activities (126) 19
Net decrease in cash and
cash equivalents ( 67) (569)
Cash and cash equivalents, beginning
of period 292 706
Cash and cash equivalents, end of period $ 225 $ 137
See noted to consolidated financial statements
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WESTAMERICA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 1997
(Unaudited)
1. Basis of Presentation.
The financial statements presented herein were prepared in accordance with
the instructions to Form 10-QSB. Accordingly the statements presented do
not include all the information and note disclosure required by generally
accepted accounting principles. The statements should be read in
conjunction with the financial statements and notes thereto included in the
Registrant's Form 10-KSB for the year ended March 31, 1996. The
accompanying financial statements have not been audited by independent
accountants but, in the opinion of management, contain all adjustments, all
of which were of a normal recurring nature, necessary to summarize fairly
the Registrant's financial position and results of operations. The results
of operations for the three months ended June 30, 1997 may not be
indicative of the results that may be expected for the year ending March
31, 1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
This discussion should be read in conjunction with the financial statements
of WestAmerica Corporation and the notes related thereto included under
Item 1 of this report.
MD&A CAPITAL RESOURCES & LIQUIDITY
Consolidated current assets decreased $225,000 to $912,000 at June 30,
1997, compared with $1,137,000 at March 31, 1997. Current liabilities
decreased to $702,000 at June 30, 1997, from $945,000 at March 31, 1997.
The current ratio was 1.30:1 at June 30, 1997, compared to 1.20:1 at March
31, 1997. The Registrant has sufficient liquidity to provide for
foreseeable business needs.
RESULTS OF OPERATIONS
Revenues for the three months ended March 31, 1997, were $99,000 compared
to $193,000 for the three month period ended June 30, 1996. Revenue from
oil and gas operations decreased $94,000 due to a gas purchase curtailment
by Williams Natural Gas Pipeline Company, the primary gas transportation
entity in the area of the Registrant's gas wells. The curtailment was
caused by insufficient local demand beginning in March and continuing
through the end of the quarter. The registrant is a participant in a
recently formed gas purchasing co-operative which is building a pipeline
loop and compressor station which will enable each of the co-operative's
participants access to the interstate natural gas market. This plan is
expected to alleviate the current curtailment and the future possibility of
curtailment. Costs and expenses were $247,000 for the three months ended
June 30, 1997, compared to $233,000 for the three month period ended June
30, 1996.
PART II
OTHER INFORMATION
Item 4
As provided for in the Registrant's bylaws, on June 30, 1997 holders of a
majority of the Registrant's common stock consented in writing to an
amendment to the Registrant's Certificate of Incorporation increasing the
Registrant's authorized stock to 51,000,000 shares consisting of 50,000,000
shares of common stock having a par value of $0.01 per share and 1,000,000
shares of preferred stock having a par value of $0.01 per share and to
reverse split the common stock of the Registrant whereby each three shares
of common stock of the Registrant par value $0.01 per share became 1 share
of common stock par value $0.01 per share effective July 2, 1997.
<PAGE>
Item 5
As reported on Form 8-K, effective June 26, 1997, Edward R. Foraker
("Foraker") and W.F. Groszkruger ("Groszkruger") entered into a stock
purchase agreement with Capital Investment Partners, Inc. ("Capital") a
Delaware Corporation whereby Foraker and Groszkruger have agreed to sell
all of their (including various family members) outstanding shares of
common stock of the Registrant to Capital. Foraker in addition to being a
member of the Board of Directors of the Registrant is also President.
Groszkruger is a member of the Board of Directors. Capital is a private
investment banking firm involved in financing Sports World 2,000 Resort,
Inc., a sports based theme park and time share project planned for Orlando,
Florida. Foraker, Groszkruger and family members collectively own
1,559,024 shares (Foraker and family own 1,300,154 shares, Groszkruger and
his wife own 258,870 shares) which represent approximately 51% of the total
issued and outstanding shares of the Registrant. Upon the completion of
the purchase of the shares by Capital a change of control of the Registrant
will occur from sellers to Capital.
On July 2, 1997, the common stock of the Registrant was split 1 for 3.
The Registrant will continue its oil and gas operations.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Resistant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTAMERICA CORPORATION
Date: August 4, 1997 By: /s/ E.R. Foraker
E.R. Foraker
President and Director,
Principle Executive Officer,
Principle Financial Officer, and
Principle Accounting Officer
/s/ William F. Groszkruger
William F. Groszkruger, Director
/s/ Robert M. Coleman
Robert M. Coleman, Director
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