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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NO. 0-21841
3DX TECHNOLOGIES INC.
(Exact name registrant as specified in Charter)
DELAWARE 76-0386601
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
12012 WICKCHESTER, SUITE 250
HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 579-3398
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.
CLASS OUTSTANDING
Common Stock, par value $0.01 per share 9,691,761 shares as of August 6, 1999
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<PAGE>
3DX TECHNOLOGIES INC.
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheet
June 30, 1999 (unaudited) and December 31, 1998................. 3
Statement of Operations for the
Three Months Ended June 30, 1999 and 1998 (unaudited)........... 4
Statement of Operations for the
Six Months Ended June 30, 1999 and 1998 (unaudited)............. 5
Statement of Changes in Stockholders' Equity
for the Year Ended December 31, 1998 and for the Six Months
Ended June 30, 1999 (unaudited)..................................6
Statement of Cash Flows for the
Six Months Ended June 30, 1999 and 1998 (unaudited)............. 7
Notes to Financial Statements (unaudited)....................... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................11
Item 3. Quantitative and Qualitative Disclosures About Market Risk......18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...............................................18
Item 2. Changes in Securities and Use of Proceeds.......................18
Item 3. Defaults Upon Senior Securities.................................18
Item 4. Submission of Matters to a Vote of Security Holders.............18
Item 5. Other Information...............................................18
Item 6. Exhibits and Reports on Form 8-K................................18
SIGNATURES...............................................................20
Index to Exhibits........................................................21
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3DX TECHNOLOGIES INC.
BALANCE SHEET
ASSETS
JUNE 30, DECEMBER 31,
1999 1998
---- ----
(Unaudited)
Current assets:
Cash and cash equivalents........................ $ 734,517 $ 1,447,756
Accounts receivable.............................. 1,028,008 1,039,331
Prepaid expenses................................. 67,218 83,892
------------ ------------
Total current assets............................ 1,829,743 2,570,979
------------ ------------
Property and equipment:
Oil and gas properties, full-cost method:
Evaluated....................................... 32,955,831 32,664,307
Unevaluated..................................... 4,399,995 4,450,731
Technical interpretation equipment............... 2,734,150 2,734,149
Other property and equipment..................... 273,780 273,780
------------ ------------
40,363,756 40,122,967
Less accumulated depletion, depreciation and
amortization................................... (32,795,947) (29,256,556)
------------ ------------
7,567,809 10,866,411
Other assets....................................... 63,771 63,771
------------ ------------
$ 9,461,323 $ 13,501,161
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................. $ 867,483 $ 1,301,828
Accrued liabilities.............................. 541,780 468,028
------------ ------------
Total current liabilities....................... 1,409,263 1,769,856
Borrowings on credit agreement .................... 750,000 1,200,000
------------ ------------
Total liabilities ............................. 2,159,263 2,969,856
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000
shares authorized, none issued ................. - -
Common stock, $.01 par value, 20,000,000 shares
authorized, 9,691,761 and 9,379,209 shares
issued and outstanding, at June 30, 1999 and
December 31, 1998, respectively................. 96,918 93,792
Paid-in capital.................................. 39,990,713 39,989,951
Deferred compensation............................ (85,325) (136,304)
Accumulated deficit.............................. (32,700,246) (29,416,134)
------------ ------------
Total stockholders' equity...................... 7,302,060 10,531,305
------------ ------------
$ 9,461,323 $ 13,501,161
============ ============
The accompanying notes are an integral part of these financial statements.
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3DX TECHNOLOGIES INC.
STATEMENT OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED JUNE 30,
--------------------------
1999 1998
---- ----
Revenues:
Oil and gas................................ $ 426,822 $ 1,211,038
Interest and other......................... 5,496 7,495
----------- -----------
Total revenues........................... 432,318 1,218,533
----------- -----------
Costs and expenses:
Lease operating............................ 43,098 76,772
Production taxes........................... 28,447 86,500
Impairment of oil and gas properties...... 1,288,136 4,329,687
Depletion, depreciation, and amortization
of oil and gas properties............... 400,948 1,085,014
Interest expense........................... (924) 6,199
General and administrative................. 471,739 488,362
----------- -----------
Total costs and expenses................. 2,231,444 6,072,534
----------- -----------
Net loss applicable to common stockholders... $(1,799,126) $(4,854,001)
=========== ===========
Basic and diluted net loss per common share.. $(0.19) $(0.63)
====== ======
Weighted average number of common shares
outstanding................................ 9,594,950 7,704,795
========= =========
The accompanying notes are an integral part of these financial statements.
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3DX TECHNOLOGIES INC.
STATEMENT OF OPERATIONS
(Unaudited)
SIX MONTHS ENDED JUNE 30,
1999 1998
---- ----
----------- -----------
Revenues:
Oil and gas................................ $ 981,765 $ 2,072,415
Interest and other......................... 18,120 17,957
Total revenues........................... 999,885 2,090,372
Costs and expenses:
Lease operating............................ 87,977 183,621
Production taxes........................... 68,898 151,175
Impairment of oil and gas properties...... 2,278,945 5,208,033
Depletion, depreciation, and amortization
of oil and gas properties............... 993,719 1,744,503
Interest expense........................ - 14,357
General and administrative................. 854,458 1,179,437
Total costs and expenses................. 4,283,997 8,481,126
Net loss applicable to common stockholders... $(3,284,112) $(6,390,754)
=========== ===========
Basic and diluted net loss per common share.. $(0.35) $(0.85)
====== ======
Weighted average number of common shares
outstanding................................ 9,488,232 7,489,646
========= =========
The accompanying notes are an integral part of these financial statements.
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3DX TECHNOLOGIES INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited from January 1, 1999 through June 30, 1999)
<TABLE>
<CAPTION>
COMMON STOCK
---------------------- PAID-IN DEFERRED ACCUMULATED
SHARES AMOUNT CAPITAL COMPENSATION DEFICIT TOTAL
------ ------ ------- ------------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1997..................... 7,225,462 $ 72,255 $38,085,357 $(512,132) $(19,827,592) $ 17,817,888
Shares issued for exercise
of stock options.......... 401,703 4,017 127,226 - - 131,243
Deferred compensation
related to restricted
stock award............... 50,000 500 97,938 (98,438) - -
Compensation expense
related to restricted
stock award............... - - - 41,016 - 41,016
Compensation expense
related to certain
stock options............. - - - 180,905 - 180,905
Reversal of compensation
expense for former
employees related to
certain stock options..... - - (628,488) 252,345 - (376,143)
Shares issued (net
of offering costs)........ 1,702,044 17,020 2,307,918 - 2,324,938
Net Loss.................... - - - - (9,588,542) (9,588,542)
--------- ----------- ----------- --------- ------------ ------------
Balance at December 31,
1998...................... 9,379,209 93,792 39,989,951 (136,304) (29,416,134) 10,531,305
Shares issued for exercise
of stock options.......... 20,144 202 3,686 - - 3,888
Dilution shares issued ..... 292,408 2,924 (2,924) - - -
Compensation expense
related to restricted
stock award............... - - - 24,609 - 24,609
Compensation expense
related to certain stock
options................... - - - 26,370 - 26,370
Net Loss.................... - - - - (3,284,112) (3,284,112)
--------- ----------- ----------- --------- ------------ ------------
Balance at June 30, 1999.... 9,691,761 $ 96,918 $39,990,713 $ (85,325) $(32,700,246) $ 7,302,060
========= =========== =========== ========= ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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3DX TECHNOLOGIES INC.
STATEMENT OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss......................................... $(3,284,112) $(6,390,754)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depletion, depreciation and amortization...... 1,260,446 2,134,534
Impairment of oil and gas properties.......... 2,278,945 5,208,033
Compensation expense related to certain
stock options and restricted stock........ 50,979 (243,831)
(Increase) decrease in accounts receivable.... 11,323 244,759
(Increase) decrease in prepaid expenses....... 16,674 20,807
Increase (decrease) in accounts payable....... (86,689) 118,388
Increase (decrease) in accrued liabilities.... 73,752 31,010
----------- -----------
Net cash provided by operating activities........ 321,318 1,122,946
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties.............. (1,356,497) (5,204,630)
Sales of oil and gas properties.................. 768,052 -
Purchases of technical and other equipment....... - (131,919)
Other assets..................................... - 9,496
----------- -----------
Net cash used in investing activities............ (588,445) (5,327,053)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on borrowings on credit agreement........ (450,000) -
Borrowings on credit agreement................... - 2,000,000
Common stock proceeds, net of issuance costs..... - 2,115,548
Proceeds from exercise of stock options.......... 3,888 85,123
----------- -----------
Net cash provided by (used in) financing
activities..................................... (446,112) 4,200,671
----------- -----------
Net change in cash and cash equivalents............ (713,239) (3,436)
Cash and cash equivalents at beginning of the
period........................................... 1,447,756 1,568,091
----------- -----------
Cash and cash equivalents at end of the period..... $ 734,517 $ 1,564,655
=========== ===========
The accompanying notes are an integral part of these financial statements.
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<PAGE>
3DX TECHNOLOGIES INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The interim financial statements included herein have been prepared by 3DX
Technologies Inc. ("the Company" or "3DX") in accordance with generally accepted
accounting principles, and are unaudited. In the opinion of management, all
necessary adjustments have been made for a fair presentation of the financial
position of the Company at June 30, 1999 and the results of operations for the
interim periods presented. All such adjustments made are of a normal and
recurring nature. Results of operations for this period are not necessarily
indicative of results to be expected for the year ending December 31, 1999.
Reference is made to the Company's December 31, 1998 audited financial
statements, including the notes thereto. Certain reclassifications have been
made to amounts reported in previous periods to conform to the current
presentation.
OIL AND GAS PROPERTIES
Under the rules of the full-cost accounting method as prescribed by the
Securities and Exchange Commission, the Company is required to compare the net
costs of its evaluated properties to the net present value of its proved
reserves, using the prices and costs in effect at the end of each quarterly
period unless the Company believes that post period prices are more
representative of what might be received in future periods. If such evaluated
costs, net of accumulated depreciation, depletion and amortization, exceed the
present value of proved reserves, an impairment charge is required to writedown
those excess costs. During the second quarter of 1999, the Company recognized
oil and gas impairments of $1,288,136, using period end prices. During the first
quarter of 1999, the Company recognized oil and gas impairments of $990,809
using post period pricing increases. Using March 31, 1999 prices, the Company
would have recognized an oil and gas impairment of $1,860,429. For the first six
months of 1998 an oil and gas impairment of $5,208,033 was recorded, of which
$4,329,687 was recorded during the second quarter of that year. The writedown
for the 1999 period was principally a result of mechanical difficulties in the
wellbores of certain wells in the Ramrod project in Matagorda county, Texas and
the Four Isle Dome project in Terrebonne Parish, Louisiana.
ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments embedded in
other contracts, be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. Based on the Company's current operations, SFAS No. 133 will
not impact the Company's disclosure or reporting.
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<PAGE>
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company expects that its projected
net cash flows from currently producing properties will be sufficient to fund
its projected minimum levels of general and administrative expenditures through
December 31, 1999, including technical employee and related costs which are
capitalized under full-cost accounting. However, these projections do not
consider any cash expenditures which could be required by the Company's planned
capital and exploration program discussed below. Available cash could also be
limited by declines in oil and gas prices and unanticipated declines in oil and
gas production from existing properties. These matters could adversely affect
the Company's ability to pay its obligations as they become due.
The Company has made and will be required to make oil and gas capital
expenditures substantially in excess of its net cash flow from operations in
order to complete the exploration and development of its existing properties.
The Company will also need to acquire exploration prospects and find additional
oil and gas reserves in order for its asset base not to be depleted by current
oil and gas production. The level of capital spending in 1999 and thereafter
will be highly dependent upon the Company's ability to obtain additional
capital.
The Company will require additional sources of financing to fund drilling
expenditures on properties currently owned by the Company and to fund leasehold
costs and geological and geophysical costs on its active exploration projects.
The Company's 1999 expenditure plans currently include up to twelve exploratory
and development wells and various lease and seismic data acquisitions. The
Company generally has the right, but not the obligation, to participate for its
percentage interest in drilling wells and can decline to participate if it does
not have sufficient capital resources at the time such drilling operations are
proposed. The Company can also potentially transfer its right to participate in
drilling wells in exchange for cash, a reversionary interest, or some
combination thereof. To recover its investment in unevaluated properties, it is
necessary for the Company to either participate in drilling which finds
commercial oil and gas production and produce such reserves or receive
sufficient value through the sale or transfer of all or a portion of its
interests.
Management of the Company will continue to seek financing for its capital
program from a variety of sources. The Company's inability to obtain additional
financing would have a material adverse effect on the Company. Without raising
additional capital, the Company anticipates that it will be required to limit or
defer its planned oil and gas exploration and development program, which could
adversely affect the recoverability and ultimate value of the Company's oil and
gas properties.
Management intends to pursue exploration and development opportunities to
the extent additional capital becomes available in the current oil and gas
environment. However, the uncertainties about the Company's future cash flows
and the lack of firm commitments to attract additional capital at this time
continue to raise substantial doubt about the ability of the Company to continue
as a going concern. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.
The Company has recently entered into a Plan and Agreement of Merger with
Esenjay Exploration, Inc. ("Esenjay") which provides for the merger of 3DX into
Esenjay. See Note 5 of Notes to Financial Statements.
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<PAGE>
3. CREDIT AGREEMENT
On December 18, 1997, the Company executed a credit agreement with a
commercial bank which provides for advances under a borrowing base periodically
determined by the Bank and set initially at $5 million. The credit agreement
expires on December 31, 2000. During April 1998, the bank redetermined the
borrowing base and established an availability of $2 million which was reduced
to $1.2 million in November 1998 and to $750,000 in March 1999. The credit
agreement is secured by substantially all of the Company's producing oil and gas
properties. Advances carry an interest rate, at the Company's option, of either
the London Interbank Offered Rate ("LIBOR") plus 2% or the lender's base rate.
The credit agreement contains restrictions on dividends and additional liens and
indebtedness and requires the maintenance of a minimum current ratio and net
worth, each as defined in the credit agreement. At June 30, 1999, the
outstanding balance under this credit agreement was $750,000 at an interest rate
of 7.09 percent. There were no additional borrowings under the credit agreement
during the first six months of 1999.
4. LISTING ON NASDAQ
In September 1998, the Company received a letter from The Nasdaq Stock
Market, Inc. notifying the Company that it failed to maintain a closing bid
price of greater than or equal to $1.00 and that the Company's common stock
failed to maintain a market value of public float greater than or equal to $5
million, as required by Nasdaq rules. The Company met with officials from The
Nasdaq Stock Market, Inc. on February 12, 1999, at which time the Company
presented several alternatives to regain compliance with the minimum bid price
and market value of public float requirements. On March 22, 1999, The Nasdaq
Stock Market Inc. responded to the meeting with the decision to transfer the
listing of the Company's securities to The Nasdaq SmallCap Market ("SmallCap"),
effective with the open of business on March 24, 1999, pursuant to the following
exception. On or before April 5, 1999, the Company must evidence a minimum
closing bid price of $1.00 per share for a minimum of ten consecutive trading
days. In order to fully comply with the terms of this exception, the Company was
obligated to comply with all requirements for continued listing on SmallCap.
Accordingly, effective, March 24, 1999, the trading symbol of the Company's
securities was changed from TDXT to TDXTC. As the Company was unable to comply
with the requirement, at the close of business on April 7, 1999 the Company's
securities were removed from conditional listing on SmallCap. Trading of the
common stock is conducted in the over-the-counter market. As a result, a holder
of the common stock may find it more difficult to dispose of or to obtain
accurate price quotations about the common stock.
When common stock is not listed on Nasdaq and has a market price of less
than $5.00 per share, it may be classified as a "penny stock". SEC regulations
define a "penny stock" to be any non-Nasdaq equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a disclosure schedule prepared by
the Securities and Exchange Commission ("SEC") relating to the penny stock
market. Disclosure is also required to be made about commissions payable to both
the broker-dealer and the registered representative and to provide current
quotations for the securities. Finally, monthly statements are required to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
The shares are subject to Section 15(b)(6) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which gives the SEC the authority to
prohibit any person that is engaged in unlawful conduct while participating in a
distribution of a penny stock from associating with a broker-dealer or
participating in a distribution of a penny stock, if the SEC finds that such a
restriction would be in the public interest. Because the common stock is subject
to the rules on penny stocks, the market liquidity for the common stock could be
severely adversely affected.
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5. PROPOSED MERGER
On May 11, 1999 the Company entered into a Plan and Agreement of Merger
with Esenjay Exploration, Inc., an oil and gas exploration company listed on the
Nasdaq SmallCap Market. The terms of the merger provide for the issuance of, at
the 3DX shareholder's option, either one share of Esenjay common stock for each
3.25 shares of 3DX common stock or one share of a new Esenjay convertible
preferred stock for each 2.75 shares of 3DX common stock. The preferred stock is
redeemable during the first year at $1.925 per share and automatically converts
into one share of Esenjay common if not redeemed during the first year and the
average closing price of Esenjay common stock during the twelfth month is
greater than $1.875. If the average is less than $1.875 the preferred may be
"put" to Esenjay for, at Esenjay's option, either $1.65 per share or the number
of common shares determined by dividing 1.875 by the average closing price
during the twelfth month not to exceed 3.75 shares.
The Plan and Agreement of Merger has been approved by the board of
directors of both companies and is subject to the consent of a majority of the
shareholders of both companies and satisfaction of certain other conditions set
forth in the Plan and Agreement of Merger. Voting agreements have been entered
into by Esenjay shareholders accounting for about 60.4% of the total outstanding
shares of Esenjay and by 3DX shareholders accounting for about 22.5% of 3DX
outstanding shares. If the merger is approved, 3DX will cease to exist as a
separate company and will be merged into Esenjay.
6. STOCK ISSUED
On June 10, 1998 the Company entered into a common stock subscription
agreement dated as of June 3, 1998 with certain purchasers that provided for,
among other things, the purchase of an aggregate of 1,462,044 shares of the
Company's common stock at $1.50 per share. The agreement also granted the
purchasers the right to receive certain additional shares of common stock in the
event of certain dilutive issuances at less than $1.50 per share which may be
made by the Company ("dilution shares"). Pursuant to this agreement, 286,408
dilution shares were issued on April 29, 1999 and 6,000 dilution shares were
issued on June 23, 1999.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
3DX Technologies Inc. (the "Company" or "3DX") is a knowledge-based oil
and gas exploration company whose core competence and strategic focus is the
utilization of 3-D imaging and other advanced technologies in the search for
commercial quantities of hydrocarbons. The Company enters into arrangements that
enable it to combine its expertise and exploration capabilities with the
operating skills of other oil and gas companies. The Company participates in
selected exploration projects as a non-operating working interest owner, sharing
both risks and rewards with its partners. The Company commenced operations in
January 1993 to take advantage of perceived opportunities emerging from changes
in the domestic oil and gas industry, including the divestiture of domestic oil
and gas properties, advances in technology and the outsourcing of specialized
technical capabilities. By reducing drilling risk through 3-D imaging and
analysis, the Company seeks to improve the expected return on investment in its
oil and gas projects.
As a working interest partner, the Company shares all project costs in
proportion to its working interest percentage. In instances in which exploration
and development activities are unsuccessful, the Company incurs an economic loss
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equal to its proportionate share of project costs prior to the time the project
is abandoned. Similarly, the Company incurs an economic loss if the Company's
proportionate share of revenues generated from production is insufficient to
cover the Company's share of project costs.
The Company's future financial results will depend primarily on: (i) the
Company's ability to continue to source and screen potential projects; (ii) the
Company's ability to discover commercial quantities of hydrocarbons; (iii) the
market price for oil and gas; and (iv) the Company's ability to fully implement
its exploration and development program, which is dependent on the availability
of capital resources. There can be no assurance that the Company will be
successful in any of these respects, that the prices of oil and gas prevailing
at the time of production will be at a level allowing for profitable production,
or that the Company will be able to obtain additional funding to increase its
currently limited capital resources.
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<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain operating information of the
Company during the periods indicated:
THREE MONTHS ENDED JUNE 30,
---------------------------
1999 1998
---- ----
PRODUCTION:
Gas (MMcf)........................... 179.0 467.9
Oil and condensate (MBbls)........... 4.5 10.8
Total equivalent (MMcfe)............. 206.0 532.7
AVERAGE SALES PRICE:
Gas (per Mcf)........................ $2.01 $2.31
Oil and condensate (per Bbl)......... $14.96 $11.86
AVERAGE EXPENSES (PER MCFE):
Lease operating (1).................. $0.35 $0.31
Depletion of oil and gas properties.. $1.95 $2.06
SIX MONTHS ENDED JUNE 30,
---------------------------
1999 1998
---- ----
PRODUCTION:
Gas (MMcf)........................... 460.1 836.7
Oil and condensate (MBbls)........... 10.3 17.4
Total equivalent (MMcfe)............. 521.9 941.1
AVERAGE SALES PRICE:
Gas (per Mcf)........................ $1.87 $2.22
Oil and condensate (per Bbl)......... $11.96 $12.59
AVERAGE EXPENSES (PER MCFE):
Lease operating (1).................. $0.30 $0.36
Depletion of oil and gas properties.. $1.90 $1.87
(1) Includes all direct expenses of operating the Company's properties, as
well as production and ad valorem taxes.
OIL AND GAS REVENUES. Oil and gas revenues decreased to $426,822 for the three
months ended June 30, 1999 (the "1999 quarter") from $1,211,038 for the three
months ended June 30, 1998 (the "1998 quarter"). The decrease was primarily
attributable to lower oil and gas production levels. Production decreased by
over 61% to 179.0 MMcfe for the 1999 quarter, from 467.9 MMcfe for the 1998
quarter. The decreased production resulted principally from the sale of
producing properties during the third and fourth quarter of 1998 and first
quarter of 1999. These properties represented approximately 37% and 58% of the
oil and gas production, respectively, for the 1998 quarter. The decrease in
production was partially offset by successful wells which began production
during the second and third quarters of 1998. The average sales price for
natural gas, which accounted for 87% of equivalent production during the 1999
quarter, decreased by 13% to $2.01 per Mcf from $2.31 per Mcf for the 1998
quarter. The average sales price for oil increased to $14.96 per barrel during
the 1999 quarter versus $11.86 per barrel for the 1998 quarter.
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Oil and gas revenues decreased to $981,765 for the six months ended June
30, 1999 (the "1999 period") from $2,072,415 for the six months ended June 30,
1998 (the "1998 period"). The decrease was primarily attributable to lower oil
and gas production levels. Production decreased by over 45% to 460.1 MMcfe for
the 1999 period, from 836.7 MMcfe for the 1998 period. The decreased production
resulted principally from the sale of producing properties during the third and
fourth period of 1998 and first period of 1999. These properties represented
approximately 30% and 47% of the oil and gas production, respectively, for the
1998 period. The decrease in production was partially offset by successful wells
which began production during the second and third periods of 1998. The average
sales price for natural gas, which accounted for 88% of equivalent production
during the 1999 period, decreased by 16% to $1.87 per Mcf from $2.22 per Mcf for
the 1998 period. The average sales price for oil decreased to $11.96 per barrel
during the 1999 period versus $12.59 per barrel for the 1998 period.
LEASE OPERATING EXPENSE. Total lease operating expenses, including production
taxes, decreased to $71,545 for the 1999 quarter from $163,272 for the 1998
quarter. This decrease was primarily attributable to the sale of producing
properties with a partial offset from the additional costs of operating new
producing wells. Lease operating expenses per Mcfe of production increased to
$0.35 per Mcfe for the 1999 quarter from $0.31 per Mcfe for the 1998 quarter.
Total lease operating expenses, including production taxes, decreased to
$156,875 for the 1999 period from $334,796 for the 1998 period. This decrease
was primarily attributable to the sale of producing properties with a partial
offset from the additional costs of operating new producing wells. Lease
operating expenses per Mcfe of production decreased to $0.30 per Mcfe for the
1999 period from $0.36 per Mcfe for the 1998 period.
DEPLETION, DEPRECIATION AND AMORTIZATION OF OIL AND GAS PROPERTIES. Depletion of
oil and gas properties for the 1999 quarter decreased to $400,948 from
$1,085,014 for the 1998 quarter. The decrease in depletion of oil and gas
properties resulted primarily from the reduction in oil and gas producing
properties during the 1999 quarter, as discussed above. Depletion of oil and gas
properties per Mcfe for the 1999 quarter decreased to $1.95 per Mcfe, or 5%,
from the rate of $2.06 per Mcfe in the corresponding quarter in 1998.
Depletion of oil and gas properties for the 1999 period decreased to
$993,719 from $1,744,503 for the 1998 period. The decrease in depletion of oil
and gas properties resulted primarily from the reduction in oil and gas
producing properties during the 1999 period, as discussed above, with a partial
offset from the change in the depletion rate for this period. Depletion of oil
and gas properties per Mcfe for the 1999 period increased to $1.90 per Mcfe from
the rate of $1.87 per Mcfe in the corresponding period in 1998. The increase in
the rate resulted from a reduction in proved reserves due to the sale of several
projects (see "Liquidity and Capital Resources").
IMPAIRMENT OF OIL AND GAS PROPERTIES. Under the rules of the full-cost
accounting method as prescribed by the Securities and Exchange Commission, the
Company is required to compare the net costs of its evaluated properties to the
net present value of its proved reserves, using the prices and costs in effect
at the end of each quarterly period unless the Company believes that post period
prices are more representative of what might be received in future periods. If
such evaluated costs, net of accumulated depreciation, depletion and
amortization, exceed the present value of proved reserves, an impairment charge
is required to writedown those excess costs. During the second quarter of 1999,
the Company recognized oil and gas impairments of $1,288,136, using period end
prices. During the first quarter of 1999, the Company recognized oil and gas
impairments of $990,809 using post period pricing increases. Using March 31,
1999 prices, the Company would have recognized an oil and gas impairment of
$1,860,429. For the first six months of 1998 an oil and gas impairment of
$5,208,033 was recorded, of which $4,329,687 was recorded during the second
quarter of that year. The writedown for the 1999 period was principally a result
of mechanical difficulties in the wellbores of certain wells in the Ramrod
-14-
<PAGE>
project in Matagorda county, Texas and the Four Isle Dome project in Terrebonne
Parish, Louisiana. This ultimately resulted in the sale of the remaining
interest in the Ramrod project. The writedown for the 1998 period was
principally a result of declines in prices for oil and gas and increased
additions to evaluated property costs.
INTEREST EXPENSE. There was no interest expense for the first six months of 1999
as compared to $14,357 for the first six months of 1998. The 1998 expenses
represent commitment fees and amortization of set up costs associated with the
credit agreement the Company executed with a commercial bank in December 1997.
The Company had outstanding borrowings of $750,000 under the credit agreement at
June 30, 1999. The Company capitalized interest of approximately $34,000 during
the first six months of 1999 relating to unusually significant investments in
unproved properties.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense, net of
costs capitalized to exploration and development projects, decreased to $471,739
for the 1999 quarter from $488,362 for the 1998 quarter. There was a
significantly lower level of personnel costs during the 1999 quarter
attributable to a downsizing in personnel that occurred toward the end of the
second quarter of 1998. The downsizing also resulted in a significantly lower
level of capitalized overhead during the 1998 quarter. However, this was
partially offset by a decrease in stock option expense during the 1998 quarter
to adjust the amortization of deferred compensation recorded for these employees
relating to stock options issued within one year of the initial public offering.
The reduction was also partially offset by an increase in legal fees associated
with the proposed merger during the 1999 quarter. In addition, there was a
higher level of overhead recovery received during the second quarter of 1998
under the informal income-sharing arrangement between the Company and a seismic
processing company under which the Company receives a percentage of the seismic
processing company's gross billings in exchange for office space and the use of
technical equipment provided by the Company.
General and administrative expense, net of costs capitalized to
exploration and development projects, decreased to $854,458 for the 1999 period
from $1,179,437 for the 1998 period. There was a significantly lower level of
personnel related costs during the 1999 period attributable to a downsizing in
personnel that occurred toward the end of the second quarter of 1998. However,
this was partially offset by the decrease in stock option expense during the
1998 period as discussed above. The reduction was also partially offset by an
increase in legal fees associated with the proposed merger during the 1999
period. In addition, there was a higher level of overhead recovery received
during the second period of 1998 under the informal income-sharing arrangement
between the Company and a seismic processing company as discussed above.
INTEREST AND OTHER INCOME. Interest and other income decreased to $5,496 for the
1999 quarter from $7,495 for the 1998 quarter. This is primarily as result of a
lower level of short term investments during the 1999 quarter.
Interest and other income increased slightly to $18,120 for the 1999
period from $17,957 for the 1998 period. When analyzing the six month periods,
the Company maintained a relatively equal level of short term investments
between the two years.
NET LOSS. As a result of the foregoing, the Company's net loss decreased to
$1,799,126 for the 1999 quarter from $4,854,001 for the 1998 quarter. The most
significant factors which caused the decrease in net loss were the reduction in
impairment of oil and gas properties recorded during the current quarter and the
reduction in depletion, depreciation, and amortization of oil and gas properties
as discussed above.
-15-
<PAGE>
The net loss for the first six months of 1999 decreased to $3,284,112 from
a 1998 period loss of $6,390,754. The most significant factors causing the
change for the six month periods were the reduction in the impairment of oil and
gas properties recorded during the 1999 period, as well as, a reduction in
depletion, depreciation, and amortization of oil and gas properties and general
and administrative expenses for the 1999 period as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
See further discussion of these issues under Note 2 to the financial
statements, "Going Concern".
To date, net cash provided by operating activities has been limited and
the Company has funded its oil and gas exploration activities principally
through cash provided by the sale of equity securities. On December 26, 1996,
the Company consummated an initial public offering of common stock, which
provided approximately $23.6 million in proceeds, net of offering expenses. In
January 1997, the Company's underwriters exercised their over-allotment option
to purchase 375,000 additional shares of common stock, resulting in additional
net proceeds to the Company of approximately $3.8 million. Approximately $7.5
million of the proceeds of the initial public offering was used to redeem all
the issued and outstanding shares of the Series B preferred stock and to pay
accrued dividends on the issued and outstanding Series C preferred stock. The
balance of the net proceeds was designated to fund the Company's exploration and
development capital expenditures and for general corporate purposes, including
expenses associated with hiring additional personnel.
The Company has made and will be required to make oil and gas capital
expenditures substantially in excess of its net cash flow from operations in
order to complete the exploration and development of its existing properties.
The Company will also need to acquire exploration prospects and find additional
oil and gas reserves in order for its asset base not to be depleted by current
oil and gas production. Cash outlays for capital expenditures for oil and gas
exploration and development activities for the periods ended June 30, 1999 and
1998 were $1,356,497 and $5,204,630, respectively. The level of capital spending
in 1999 and thereafter will be highly dependent upon the Company's ability to
obtain additional capital. The Company expects that its projected net cash flows
from currently producing properties will be sufficient to fund its general and
administrative expenditures through December 31, 1999, including technical
employee and related costs which are capitalized under full-cost accounting.
However, such projected cash flows could be adversely affected by declines in
oil and gas prices and unanticipated declines in oil and gas production from
existing properties. This raises substantial doubt about the Company's ability
to pay its obligations as they become due.
On December 18, 1997, the Company executed a credit agreement with a
commercial bank, the borrowing capacity of which was set at $2.0 million in
April 1998. During the period ended June 30, 1998 the Company borrowed $2.0
million under the credit agreement and made payments of $200,000 and $600,000,
during the third and fourth quarterly periods of 1998, respectively, and an
additional payment of $450,000 in the first quarter of 1999. The maximum amount
currently available for borrowing under the credit facility is $750,000. The
borrowing capacity is a function of the value of the Company's proved oil and
gas reserves, and is redetermined on a semi-annual basis. The credit agreement
is secured by substantially all of the Company's oil and gas properties and
contains restrictions on dividends and additional liens and indebtedness and
requires the maintenance of a minimum current ratio and net worth, each as
defined in the credit agreement.
As a result of the Company's periodic review of each of its oil and gas
exploration and development properties and its available capital, the Company
has occasionally sold partial interests in specific oil and gas projects to
other investors to reduce its total investment commitment to such projects. In
accordance with full-cost accounting rules, no gain or loss has been
-16-
<PAGE>
recognized on these transactions. In September 1998, the Company sold one of its
properties located in Cove Field, Texas for approximately $440,000 (of which
$200,000 was used to reduce the balance of borrowings on the company's bank
credit agreement). In November 1998, the Company closed a sale of 50% of its
working interest in the Ramrod project in Matagorda county, Texas. Proceeds to
the Company from this sale were $2 million and were used to reduce accounts
payable and the bank loan. In the first quarter of 1999, the Company sold all of
the remaining interest in the Ramrod project for $600,000. In April 1999, the
Company sold a portion of its interest in the Four Isle Dome Prospect for
$10,000. Also in April 1999, the Company closed an agreement with an independent
oil and gas exploration company whereby the Company sold its interest in five
non-producing prospect areas, including leasehold interests and 3D seismic data,
for $200,000 cash and additionally farmed out one half of its interest in the
Hall Ranch and Gillock projects in return for partial reimbursement of leasehold
costs and a carry through completion of the first well in Hall Ranch and the
first four wells in the Gillock project. The Company received $150,000 at
closing and will receive an additional $50,000 on completion of certain
assignments. The sale transaction was undertaken in order to improve 3DX's
liquidity through the sale of five prospect areas, while the farm out
arrangement was undertaken as a method to finance the drilling of wells on the
Hall Ranch and Gillock prospects. As a result of these transactions, 3DX was not
required to pay its share of the drilling and land costs in the Hall Ranch and
Gillock projects, which 3DX's management estimates would have resulted in
expenses to 3DX of approximately $780,000, but was able to retain half of its
interest in these prospects. Had 3DX not undertaken such a transaction, it
risked being unable to fund its share of the drilling and other costs of these
wells and would have forfeited its entire interest in them as a result. The sale
of the Tidehaven/Blessing project and Thomaston project for $200,000 resulted in
3DX obtaining significant liquidity to pay its ongoing expenses through the sale
of prospects viewed by 3DX's geologists as being among its less important
exploration prospects. 3DX's management believes that the terms of the sale and
farm out arrangement with Esenjay are at market values and on arm's-length terms
and conditions. The sale and farm out transaction is not contingent upon the
closing of the proposed merger and the execution of the merger agreement was not
conditioned on 3DX's entering the sale and farm out transaction. None of the
above sales had a material effect on results of operations. As of June 30, 1999,
the Company had working capital of approximately $420,000.
The Company will require additional sources of financing to fund drilling
expenditures on properties currently owned by the Company and to fund leasehold
costs and geological and geophysical costs on its active exploration projects.
The Company's 1999 expenditure plans currently include up to twelve exploratory
and development wells and various lease and seismic data acquisitions. The
Company generally has the right, but not the obligation, to participate for its
percentage interest in drilling wells and can decline to participate if it does
not have sufficient capital resources at the time such drilling operations are
proposed. The Company can also potentially transfer its right to participate in
drilling wells in exchange for cash, a reversionary interest, or some
combination thereof. To recover its investment in unevaluated properties, it is
necessary for the Company to either participate in drilling which finds
commercial oil and gas production and produce such reserves or receive
sufficient value through the sale or transfer of all or a portion of its
interests.
Management of the Company will continue to seek financing for its capital
program from a variety of sources. The Company's inability to obtain additional
financing would have a material adverse effect on the Company. Without raising
additional capital, the Company anticipates that it will be required to limit or
defer its planned oil and gas exploration and development program, which could
adversely affect the recoverability and ultimate value of the Company's oil and
gas properties.
Management intends to pursue exploration and development opportunities to
the extent additional capital becomes available in the current oil and gas
environment. However, the uncertainties about the Company's future cash flows
and the lack of firm commitments to attract additional capital at this time
raise substantial doubt about the ability of the Company to continue as a going
concern. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.
During the second quarter of 1999, the Company entered into a Plan and
Agreement of Merger with Esenjay Exploration, Inc. ("Esenjay") which provides
for the merger of 3DX into Esenjay. See Note 5 of Notes to Financial Statements.
EFFECTS OF INFLATION AND CHANGES IN PRICE
The Company's results of operations and cash flows are affected by
changing oil and gas prices. If the price of oil and gas increases (decreases),
there could be a corresponding increase (decrease) in the operating cost that
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<PAGE>
the Company is required to bear for operations, as well as an increase
(decrease) in revenues.
IMPACT OF THE YEAR 2000
Many of the world's computer systems, including those embedded in process
control equipment, currently record years in a two-digit format. On January 1,
2000, all hardware and software which use the two year convention could fail or
create erroneous data because of an inability to properly interpret dates beyond
1999 (the "Y2K issue").
The Company's assessment of the Y2K issues that could affect its
operations is not complete. However, based on information assembled to date, the
Company believes that most, if not all, of the Y2K risk to the Company, if any,
will come from third parties, primarily oil and gas operators, pipelines,
banking institutions, governmental entities, communications systems providers
and similar entities.
The Company does not operate any oil and gas properties and relies
minimally on the software of third parties, which consists primarily of
purchased or leased operating system, analysis, accounting and seismic programs.
These programs have been determined to be either Y2K compliant or capable of Y2K
compliance with little cost to the Company.
The Company will continue to assess the ability and timeliness of third
parties becoming Y2K compliant, but presently believes that any cost to the
Company will be minimal.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This item is not applicable to the Registrant.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and section 21E of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"). Actual results, events and circumstances could
differ materially from those set forth in such statements due to various
factors. Such factors include the possibility that the drilling of wells in
projects in which the Company has a working interest may be delayed or
abandoned, actual rates of production may not reach anticipated levels and
opportunities for the Company to acquire future working interests in additional
projects on terms considered reasonable to the Company may be limited or
unavailable, changing economic, regulatory and competitive conditions, other
technological developments and other risks and uncertainties, including those
set forth herein. The Company's future financial results will depend primarily
on: (i) the Company's ability to continue to source and screen potential
projects; (ii) the Company's ability to discover commercial quantities of
hydrocarbons; (iii) the market price for oil and gas; and (iv) the Company's
ability to implement its exploration and development program, which is dependent
on the availability of capital resources. There can be no assurance that the
Company will be successful in any of these respects or that the prices of oil
and gas prevailing at the time of production will be at a level allowing for
profitable production, or that the Company will be able to obtain additional
funding to increase its currently limited capital resources.
PART II. OTHER INFORMATION
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<PAGE>
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
11.1 Computation of Earnings per Share
27. Financial Data Schedule for the six month period ended June
30, 1999
(b) Reports on Form 8-K
On April 8, 1999, the Company announced that, as of the close of
business on Wednesday, April 7, 1999, the Nasdaq Stock Market removed
the Company's securities from conditional listing on Nasdaq SmallCap
Market ("SmallCap"). Pursuant to an exception, the Nasdaq Listing
Qualifications Panel granted conditional listing of the Company's
securities on the SmallCap effective with the open of business on March
24, 1999. The exception required in part that on or before April 5,
1999, the Company evidence a minimum closing bid price of $1.00 per
share. The delisting is a consequence of the company's inability to
meet the minimum bid price for the SmallCap listing. The Company's
securities are now quoted on the OTC Bulletin Board. The Company filed
a Form 8-K pursuant to Item 5 thereof on April 9, 1999. No financial
statements were filed or required to be filed in connection with such
Form 8-K.
On May 12, 1999, the Company announced that it has signed a Plan and
Agreement of Merger with Esenjay Exploration, Inc. (Esenjay) (NASDAQ:
ESNJ) which provides for the merger of the Company into Esenjay. The
Boards of both companies have approved the transaction, and closing of
the merger is conditioned upon approval from the shareholders of both
companies and satisfaction of certain other conditions set forth in the
Plan and Agreement of Merger. The Company filed a Form 8-K pursuant to
Item 5 thereof on May 14, 1999. No financial statements were filed or
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<PAGE>
required to be filed in connection with such Form 8-K. No other reports
on Form 8-K were filed during the three months ended June 30, 1999.
-20-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
3DX TECHNOLOGIES INC.
(Registrant)
Date: August 16, 1999 By: /s/ Ronald P. Nowak
--------------- -----------------------------------
President and Chief Executive
Officer
(Principal Executive Officer)
Date: August 16, 1999 By: /s/ Russell L. Allen
--------------- -----------------------------------
Vice President of Finance
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
11.1 Computation of Net Loss per Common Share.
27 Financial Data Schedule for the six month period ended
June 30, 1999
-22-
<PAGE>
EXHIBIT 11.1
COMPUTATION OF NET LOSS PER COMMON SHARE
THREE MONTHS ENDED JUNE 30,
------------------------------
1999 1998
---- ----
Net loss attributable to common
shareholders........................ $(1,799,126) $(4,854,001)
=========== ===========
Weighted average shares outstanding... 9,594,950 7,704,795
========= =========
Basic and diluted net loss per common
share................................. $(0.19) $(0.63)
====== ======
SIX MONTHS ENDED JUNE 30,
-----------------------------
1999 1998
---- ----
Net loss attributable to common
shareholders........................ $(3,284,112) $(6,390,754)
=========== ===========
Weighted average shares outstanding... 9,488,232 7,489,646
========= =========
Basic and diluted net loss per common
share................................. $(0.35) $(0.85)
====== ======
<TABLE>
<CAPTION>
COMPUTATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
THREE MONTH SIX MONTH
PERIOD PERIOD
ACTUAL WEIGHTED WEIGHTED
ISSUE DATE SHARES AVERAGE AVERAGE
---------- ------ ------- -------
<S> <C> <C> <C>
Common Shares, December 31, 1997 ......... 7,225,462 7,225,462 7,225,462
Option Exercise .......................... 01/09/98 31,655 31,655 30,256
Option Exercise........................... 01/13/98 3,876 3,876 3,619
Restricted Stock Award ................... 03/06/98 50,000 50,000 32,320
Exercise of Stock Option ................. 04/09/98 35,966 32,804 16,493
Exercise of Stock Option ................. 05/13/98 1,938 1,044 525
Sale of Shares for Cash................... 06/10/98 1,462,044 337,395 169,629
Exercise of Stock Option ................. 06/11/98 96,506 21,210 10,664
Exercise of Stock Option.................. 06/12/98 6,462 1,349 678
--------- --------- ---------
Common Shares, June 30, 1998........... 06/30/98 8,913,909 7,704,795 7,489,646
========= ========= =========
Common Shares, December 31, 1998 ......... 9,379,209 9,379,209 9,379,209
Option Exercise .......................... 03/26/99 20,144 20,144 10,684
Dilution Shares Issued ................... 04/29/99 286,408 195,135 98,107
Dilution Shares Issued ................... 06/23/99 6,000 462 232
--------- --------- ---------
Common Shares, June 30, 1999........... 06/30/99 9,691,761 9,594,950 9,488,232
========= ========= =========
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF 3DX TECHNOLOGIES INC. FOR THE QUARTER ENDED
JUNE 30, 1999. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
FINANCIAL DATA SCHEDULE
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 734,517
<SECURITIES> 0
<RECEIVABLES> 1,028,008
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,829,743
<PP&E> 40,363,756
<DEPRECIATION> 32,795,947
<TOTAL-ASSETS> 9,461,323
<CURRENT-LIABILITIES> 1,409,263
<BONDS> 0
0
0
<COMMON> 96,918
<OTHER-SE> 7,205,142
<TOTAL-LIABILITY-AND-EQUITY> 9,461,323
<SALES> 981,765
<TOTAL-REVENUES> 999,885
<CGS> 156,875
<TOTAL-COSTS> 4,283,997
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,284,112)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,284,112)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,284,112)
<EPS-BASIC> (0.35)
<EPS-DILUTED> (0.35)
</TABLE>
