US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDED FORM 10-QSB
Quarterly report pursuant section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended: March 31, 1999
Commission file number: 000-29722
Aurora Energy, Ltd.
(Exact name of small business issuer as
specified in its charter)
NEVADA 91-1780941
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
3760 N. US-31 South, Traverse City, MI 49684
(Address of principal executive offices)
(616) 941-0073
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 8,691,697
Transitional Small Business Disclosure Format (check one);Yes No X
Form 10-QSB for the three-month period ended March 31, 1999
Part I, Item 1
AURORA ENERGY, LTD. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31
ASSETS 1999 1998
Current assets
Cash and cash equivalents $ 273,320 $ 13,967
Accounts receivable 282,516 415,732
Prepaid expenses 6,534 9,802
Total current assets 562,370 439,501
Oil and gas properties, using full cost accounting
Properties not subject to amortization 605,595 1,518,043
Properties being amortized 1,186,993 233,831
Total 1,792,588
1,751,874
Less accumulated amortization 38,284 25,379
Oil and gas properties, net 1,754,304 1,726,495
Investment in oil and gas partnerships 132,885 138,026
Property and equipment, net 62,098 60,592
Total assets $ 2,511,657 $ 2,364,614
See accompanying notes.
March 31, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998
Current liabilities
Accounts payable $ 532,231 $ 626,074
Program designated funds 98,751 --
Current portion of capital lease obligations 58,626 14,739
Short-term bank borrowings 620,000 610,000
Accrued expenses 30,457 23,212
Total current liabilities 1,340,065 1,274,025
Capital lease obligations, net of current portion 220,480 19,087
Notes payable - affiliates 6,640 --
Total liabilities 1,567,185 1,293,112
Stockholders' equity
Common stock, $.001 par value; 500,000,000
shares authorized; 8,691,697 shares issued
and outstanding 8,692 8,692
Additional paid-in capital 1,869,073 1,869,073
Accumulated deficit (933,293) (806,263)
Total stockholders' equity 944,472 1,071,502
Total liabilities and stockholders' equity $ 2,511,657 $ 2,364,614
See accompanying notes.
AURORA ENERGY, LTD. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
1999 1998
Revenues
Oil and gas sales $ 31,395 $ 604
Equity in loss of investee partnerships (5,142) (46,349)
Interest income 1,098 7,542
Other revenue 24,351 (3,396)
Total revenues 51,702 (41,599)
Expenses
General and administrative 100,500 147,196
Production and lease operating 43,967 2,523
Depreciation and amortization 15,215 2,196
Interest 19,050 1,498
Total expenses 178,732 153,413
Net loss $ (127,030)
$ (195,012)
Net loss per basic and diluted common share $ (.01)
(.02)
See accompanying notes.
AURORA ENERGY, LTD. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional
Common Stock Paid in Accumulated
Shares Amount Capital Deficit Totals
Balances at
December 31, 1998 8,691,697 $ 8,692 $ 1,869,073 $
(806,263) $ 1,071,502
Net loss -- -- --
(127,030) (127,030)
Balance at March 31, 1999 8,691,697 $ 8,692 $ 1,869,073 $
(933,293) $ 944,472
See accompanying notes.
AURORA ENERGY, LTD. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998
1999 1998
Cash flows from operating activities:
Net loss $ (127,030) $
(195,012)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 15,215 2,196
Equity in loss of investee partnership 5,142 46,349
Changes in operating assets and liabilities net of
effects in 1999 from purchase of Consolidated
Exploration Co., LLC and Indigas, LLC:
Accounts receivable 133,920 (162,315)
Prepaid expenses 3,268 3,666
Accounts payable (93,843) 132,291
Accrued expense 7,245 435
Net cash used in operating activities (56,083) (172,390)
Cash flows from investing activities
Capital expenditures for oil and gas properties (377,428) (37,356)
Capital expenditures for investee partnerships -- (80,773)
Proceeds from sale of oil and gas properties 336,383 --
Cash acquired from purchase of Consolidated
Exploration Co., LLC and Indigas, LLC 104,656 --
Capital expenditures for property and equipment (117) (5,360)
Net cash provided by (used in) investing activities 63,494 (123,489)
Cash flows from financing activities
Proceeds from the sale of common stock -- 198,170
Short term bank borrowings 10,000
-- Proceeds of capital lease cash draws 250,000 --
Advances from investors -- 95,600
Payments made to reduce capital lease obligations (8,058) (2,282)
Net cash provided by financing activities 251,942 291,488
Net increase in cash and cash equivalents 259,353 (4,391)
Cash and cash equivalents, beginning of period 13,967 518,408
Cash and cash equivalents, end of period $ 273,320 $ 514,017
See accompanying notes.
AURORA ENERGY, LTD. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The Consolidated Balance Sheets as of March 31, 1999 and December 31,
1998, the Consolidated Statements of Operations for the three month
periods ending March 31, 1999 and March 31, 1998, the Consolidated
Statement of Changes in Stockholder's Equity and the Consolidated
Statements of Cash Flows for the three month periods ended March 31,
1999 and March 31, 1998 have been prepared by the Company. In the
opinion of management, all adjustments (which include only
reclassifications and normal recurring adjustments) necessary to present
fairly the balance sheet, results of operations, changes in
stockholder's equity, and cash flows at March 31, 1999 and for all
periods presented, have been made.
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's 1998 Annual Report. The results of operations for the
three-month period ended March 31, 1999 are not necessarily indicative
of the operating results for the full year.
Loss Per Share
Loss per share is computed at March 31, 1999 and March 31, 1998 using
the weighted average number of common shares outstanding during the
period (8,691,697 and 8,563,582 respectively) determined pursuant to
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
Per Share". This Statement requires a dual presentation and
reconciliation of "basic" and "diluted" per share amounts. Diluted
reflects the potential dilution of all common stock equivalents. Since
the assumed exercise of common stock options would be antidilutive, such
exercise is not assumed for purposes of determining diluted loss per
share. Accordingly, diluted and basic per share amounts are equal.
2. ACCOUNTING AND FINANCIAL REPORTING
The Company no longer considers itself in the developmental stage as the
Paxton Quarry Project, of which the Company owns a 29% working interest,
began revenue distributions during the first quarter of 1999. As this
project is part of the planned principal operations of the Company,
developmental stage presentation of accounting data is no longer
applicable.
<PAGE>
AURORA ENERGY, LTD. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
Effective January 1, 1999, the Company acquired from principals William
Deneau and John Miller, Jr., 100% of their membership interests in
Consolidated Exploration Co, LLC (Conexco) and Indigas Energy, LLC
(Indigas) in exchange for the issuance of 1.44% overriding royalty
interests in the Company's Crossroads Project. Since the purchased
entities were wholly owned by Deneau and Miller, and thus remained under
the same control after acquisition by the Company as before acquisition,
the acquisitions were accounted for at book values in a manner similar
to a pooling of interests. Notes payable of $3,320 each were issued to
Deneau and Miller which equaled the book value of the purchased entities
and quantified the value of the royalty interests.
The following presents the balance sheets of Conexco and Indigas as of
the date of their acquisition by the Company at January 1, 1999:
Conexco Indigas
ASSETS January 1, 1999 January 1, 1999 Totals
Current assets
Cash $ 88,004 $ 16,652 $ 104,656
Accounts receivable -- 703 703
Total current assets 88,004 17,355 105,359
Other assets
Organizational costs (net) 32 -- 32
Total assets $ 88,036 $ 17,355 $ 105,391
LIABILITIES
Program designated funds
(equals total liabilities) $ 82,100 $ 16,651 $ 98,751
Member's equity:
Membership contributions 500 500 1,000
Distributions (91,967) (18,800) (110,767)
Retained earnings 97,403 19,004 116,407
Total member's equity 5,936 704 6,640
Total liabilities and member's equity $ 88,036 $ 17,355 $
105,391
Form 10-QSB for the three-month period ended March 31, 1999
Part I, Item 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF
OPERATIONS
Results of Operations
During the first quarter of 1999, the Company operations have focused on
bringing the various projects and programs that it had developed in 1998 into
production.
The Michigan Antrim production in the Paxton Quarry project began distributing
revenues in the first quarter. The Company owns 29% interest in the project.
The Paxton Quarry production revenues are a significant step in covering our
general and administrative costs. The project is expanding to 16 wells,
however, which is requiring additional investment.
The Company continued developing the Crossroads project with additional
leasing, right of way acquisitions, arranging financing of the facilities and
gathering system and making contracts with transportation systems to get the
gas to market. The Company currently owns 50% of the project and is the
operator.
Liquidity and Capital Resources
The Company?s financing efforts in the first quarter of 1999 were concentrated
on procuring the funds necessary to bring the Crossroads Project on line. In
that regard, the Company executed capital lease agreements for the Crossroads
central processing facility and gathering system totaling $350,000. As of
March 31, 1999, the Company had drawn $250,000 of the $350,000. The final
$100,000 was received April 15, 1999. In addition, the Company sold 17% of
its working interest in the Crossroads project for $336,383 cash, reducing the
Company?s interest in the project to 50%.
The Company rescinded a letter of credit previously issued as a blanket
drilling bond to the State of Michigan which was held against the National
City line of credit, providing a net $70,000 addition to the available line of
credit since the first of the year. The capital leases, sale of working
interests and the freeing up of the previously unavailable credit line assure
that the Company will be able to complete Phase One of the Crossroads project.
And despite some first quarter delays in acquiring right-of-way for the
pipeline connecting the Company?s Crossroads facility to NIPSCO?s major
pipeline, the project is currently scheduled to begin gas sales this June.
The first quarter of 1998 saw the Company with considerably smaller
liabilities and cash of over $500,000. Over the last twelve months the
Company has invested the cash in various projects, as well as, covering
general and administrative expenses. In April of 1998, the Company
established a line of credit with National City Bank in the amount of
$750,000. The funds obtained through the line of credit were primarily used
in acquiring mineral leases and funding exploratory projects in Ohio, Indiana
and Michigan.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF
OPERATIONS
Liquidity and Capital Resources (continued)
The Company contracted to acquire from affiliates the interests in two small
companies (Indigas Energy, L.L.C. and Consolidated Exploration, L.L.C.) which
own and manage leaseholds in Indiana and Kentucky. Approximately 200,000
acres of leasehold in a primarily New Albany Shale prospect area were
acquired. Both entities are Michigan limited liability companies.
During this quarter, the Company's transfer agent was acquired by American
Securities Transfer & Trust, Inc. (ASTT) located in Denver, Colorado. ASTT
has been in business since 1969 and are the ninth largest US transfer agent.
They are owned by Scotiabank Group, one of the largest international banks in
Canada. This change should bring an improvement in service to the Company and
its stockholders.
Part II, Item 1
LEGAL PROCEEDINGS
There are no pending legal proceedings.
Part II, Item 2
CHANGES IN SECURITIES
There are no changes in securities.
Part II, Item 3
DEFAULTS UPON SENIOR SECURITIES
N/A
Part II, Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the first quarter
of 1999.
Part II, Item 5
OTHER INFORMATION
None
Part II, Item 6
INDEX TO EXHIBITS
(2) Plan of acquisition None
(3) (i) Restated Articles of Incorporation
Incorporated by reference from Form 10-QSB
For period ended September 30, 1997
(ii) Bylaws
Incorporated by reference from Form 10-QSB
For period ended September 30, 1997
(4) Instruments defining the rights of Security holders
Incorporated by reference from Form 10-SB
(10) Material contracts
Incorporated by reference from Form 10-SB
P Equipment Lease Agreement, Gage Leasing
P Equipment Lease Agreement, Major Gathering Co.
P Acquisition of Consolidated Exploration, L.L.C.
P Acquisition of Indigas Energy, L.L.C.
P Master Purchase/Sale Agreement with Northern
Indiana Public Service Company
P Agreement to Purchase Working Interest - Dubuc
P Agreement for Crossroads Project - Burkhardt
(11) Statement regarding computation of per Share earnings None
(15) Letter on unaudited interim financial Information None
(18) Letter on change in accounting Principles None
(22) Published report regarding matters submitted to vote None
(24) Power of Attorney None
(27) Financial Data Schedule
(99) Additional Exhibits None
SIGNATURES
In accordance with the requirements on the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: October 14, 1999 AURORA ENERGY, LTD.
BY: /s/ William W. Deneau
William W. Deneau, President
<PAGE>
[ARTICLE] 5
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-1998
[PERIOD-END] MAR-31-1999
[CASH] 273,320
[SECURITIES] 0
[RECEIVABLES] 282,516
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 562,370
[PP&E] 74,020
[DEPRECIATION] 11,954
[TOTAL-ASSETS] 2,511,657
[CURRENT-LIABILITIES] 1,340,065
[BONDS] 227,120
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 8,692
[OTHER-SE] 1,869,073
[TOTAL-LIABILITY-AND-EQUITY] 2,511,657
[SALES] 31,395
[TOTAL-REVENUES] 51,702
[CGS] 43,967
[TOTAL-COSTS] 43,967
[OTHER-EXPENSES] 115,715
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 19,050
[INCOME-PRETAX] (127,030)
[INCOME-TAX] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (127,030)
[EPS-BASIC] (.01)
[EPS-DILUTED] (.01)
</TABLE>
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