UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
Transition Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Commission File Number 0-23530
TRANS ENERGY, INC.
(Name of small business issuer in its charter)
Nevada 93-0997412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 Second Street, P.O. Box 393, St. Marys, West Virginia 26170
(Address of principal executive offices) (Zip Code)
Issuer's telephone no.: (304) 684-7053
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act: Common
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
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
State the issuer's revenues for its most recent fiscal year.
$ 1,231,762
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days. $3,945,610 (Based on price of
$2.0625 on May 7, 1997 and 1,913,023 shares held by non-affiliates)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of April 30, 1997
Common Stock, Par Value
$.001 per share 3,849,043
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format. Yes No X
<PAGE>
TRANS ENERGY, INC.
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . 1
Item 2. Description of Property. . . . . . . . . . . 11
Item 3. Legal Proceedings. . . . . . . . . . . . . . 13
Item 4. Submission of Matter to a Vote of
Security Holders . . . . . . . . . . . . . . 14
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . 14
Item 6. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . 15
Item 7. Financial Statements . . . . . . . . . . . . 17
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . 37
PART III
Item 9. Directors, Executive Officers, Promoters and
Control persons; Compliance with Section 16(a)
of the Exchange Act. . . . . . . . . . . . . 37
Item 10. Executive Compensation . . . . . . . . . . . 38
Item 11. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . 39
Item 12. Certain Relationships and Related Transactions 40
PART IV
Item 13. Exhibits and Reports on Form 8-K . . . . . . 44
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 45
-i-
<PAGE>
PART I
Item 1. Description of Business
History
Trans Energy, Inc. (the "Company") is primarily engaged in the
transportation, marketing and production of natural gas and oil,
and also conducts exploration and development activities, primarily
within the Appalachian Basin, particularly in Northwestern West
Virginia. The Company owns and operates 105 oil and gas wells and
also owns and operates an aggregate of over 100 miles of three-
inch, four-inch and six-inch gas transmission lines located within
West Virginia in the Counties of Ritchie, Tyler, Doddridge, and
Pleasants, which pipeline system gathers the gas emanating from
certain of such wells and from wells owned by third parties. The
Company has approximately 4,000 leasehold acres in the Rose Run
geological formation in Ohio, approximately 2,200 leasehold acres
in the Sistersville, West Virginia field which forms part of the
Keener and Big Injun sands geological formations, and 800 acres in
the Powder River Basin in Crook County, Wyoming, none of which has
contributed to the revenues of the Company to date. The Company
has conducted preliminary testing on portions of such acreage.
The Company was originally organized on January 16, 1964 under
the laws of the State of Idaho as Alter Creek Mining Company, Inc.
In January, 1988, the Company entered into a transaction whereby it
acquired certain assets, consisting of oil and gas leases, and
certain liabilities of Ben's Run Oil Company, a partnership formed
in 1984 (hereinafter "Ben's Run") and owned by Stanley P. Wilcox
and John B. Sims, in exchange for 390,000 shares (post-split as
hereinafter defined) of authorized but previously unissued common
stock of the Company. In connection with the transaction, the
Company changed its corporate name to Apple Corp.
On January 30, 1989, the Company acquired from Black Petroleum
Corporation, a Massachusetts corporation (hereinafter "Black
Petroleum"), certain interests in gas and oil producing properties,
consisting of over 100 gas and oil wells located in Texas,
Oklahoma, Kansas and West Virginia, and assumed certain liabilities
related to said properties in exchange for $100,000 in cash,
160,790 shares (post-split) of the Company's authorized but
previously unissued common stock, and a 3/16 override on all wells
more than fifty percent (50%) owned. Pursuant to this transaction,
Black Petroleum also received certain anti-dilution rights relating
to its percentage ownership of the Company's common stock and a
stock purchase warrant to acquire additional shares of the
Company's common stock. Both the anti-dilution provisions and the
stock purchase warrant expired in January, 1994. Black Petroleum
does retain certain registration rights entitling it to include in
a registration statement filed by the Company, up to 50% of its
shares acquired in the transaction. The Company subsequently
disposed of several of the wells retaining only wells located in
West Virginia.
At the Company's Special Meeting of Shareholders held
September 22, 1993, the shareholders approved the following: (i)
the proposal to effect a reverse stock split on the outstanding
shares of the Company's common stock on a two (2) shares for
five (5) shares basis; (ii) the proposal to acquire certain oil
and gas assets and capital stock in exchange solely for shares of
the Company's common stock (as further described below); and (iii)
the proposal to effect the necessary corporate action to change the
domicile of the Company from the State of Idaho to the State of
Nevada and to change the corporate name to Trans Energy, Inc. All
subsequent references to the Company's common stock refer to post-
split shares.
On November 5, 1993, the Board of Directors incorporated a new
corporation in the State of Nevada in the name of Trans Energy,
Inc. with the specific intent of effecting a merger between Trans
Energy, Inc. of Nevada and Apple Corp. of Idaho. The sole purpose
of the merger was to change the domicile of the Company to the
State of Nevada. On November 15, 1993, Apple Corp. and the newly
formed Trans Energy, Inc. of Nevada executed a merger agreement
whereby the shareholders of Apple Corp. exchange all of their
issued and outstanding shares of common stock for an equal number
of shares of Trans Energy, Inc. common stock. Trans Energy, Inc.
was the surviving corporation and Apple Corp. was dissolved. The
sole shareholder of Trans Energy, Inc. holding one share of common
stock prior to the merger, returned his share to the Company for
cancellation. As a result of the transaction, the Company became
a corporation domiciled in Nevada and the Idaho corporation (Apple
Corp.) was dissolved. Shareholders who owned shares of Apple Corp.
common stock prior to November 15, 1993, became the owners of Trans
Energy, Inc. (Nevada) common stock.
The Company's principal executive offices are located at 210
Second Street, P.O. Box 393, St. Marys, West Virginia 26170, and
its telephone number is (304) 684-7053.
Business Development
The Company has engaged in limited developmental drilling in
the last three years. The Company has not engaged in any
exploratory drilling in the last three years. Exploratory drilling
involves drilling wells in areas where there are no proven reserves
of gas or oil, to find a new commercially productive area in a
field previously found to be productive or to significantly extend
a known field. Development drilling involves the drilling of wells
within proven areas of an oil and gas reservoir to depths where
hydrocarbons are known to exist. Exploratory drilling involves a
higher degree of risk of failure than developmental drilling,
although there can be no assurance that a developmental well will
yield commercial quantities of oil and gas. To date, the Company
has participated in one developmental drilling project in its Rose
Run geological formation in Ohio and intends to engage in
additional developmental drilling in the Big Injun formation
underlying the Company's Sistersville, West Virginia acreage and on
the Company's acreage in the Powder River Basin in Wyoming.
The Company operates primarily in the Appalachian Basin
principally in Northwestern West Virginia. In Northwestern West
Virginia, shallow wells drilled to a depth of up to 6,000 feet are
characterized by long producing lives with low-volume production
from low permeability reservoirs with a thickness ranging from 10
to 40 feet. A typical shallow well will encounter commercial gas
production from between 4 and 10 separate and distinct production
horizons including Big Injun, Gordon, Wier and Benson. Due to
mechanical and technical limitations, it is usually possible to
produce only up to 2 to 5 of these formations simultaneously, and
consequently, necessitates either the drilling of a twin well or
recompletion of the original well at a later date where multiple
productive formations are penetrated.
The Company intends to focus its activities in the Appalachian
Basin, which is geographically one of the largest gas and oil
producing regions as well as the oldest gas and oil producing
region in the United States. Operators in the Appalachian Basin
historically have experienced high drilling success rates in the
formations of the Basin, with wells generally producing for more
than 25 years although at low production volumes. The Appalachian
Basin is located in close proximity to the largest gas markets in
the United States and, historically, this has generally resulted in
wellhead gas prices somewhat higher than those prices received in
the Gulf Coast and the Mid-Continent producing regions.
The Company's business strategy is to economically increase
its reserves, production and sale of gas and oil from existing and
acquired properties in the Appalachian Basin and elsewhere in order
to maximize stockholders' return over the long term. The Company's
strategic location in West Virginia enables the Company to actively
pursue the acquisition and development of producing properties in
that area that will enhance the Company's revenue base without
proportional increases in overhead costs. The Company has directed
its attention to Appalachian Basin properties in which it will have
a significant ownership interest and will serve as operator.
To accomplish this strategy, the Company has focused on
increasing its gas and oil revenues through well recompletions,
property acquisitions and exploitation programs. Since 1992, the
Company's proven reserves of natural gas and oil have increased by
an aggregate of 71% to 1,789 Mmcf and 1% to 199 MBbl, respectively.
There can be no assurance, however, that the Company will be able
to continue to expand its proven reserves of natural gas and oil.
Following the acquisition of the Ben's Run oil and gas leases
in 1988, the Company became actively engaged in the operation of
oil and gas wells. However, revenue realized by the Company's oil
and gas sales decreased annually from 1990. Early in 1993,
management determined that an overall evaluation of the Company's
properties was proper and that it would be in the best interest of
the Company to consolidate its current holdings and make new
acquisitions.
At the Company's Special Meeting of Shareholders held
September 22, 1993, the Board of Directors presented a plan to the
shareholders whereby the Company would acquire, pursuant to four
separate agreements, certain oil and gas assets, including wells
and pipelines, in exchange solely for shares of the Company's
authorized but previously unissued common stock. Shareholders
approved the acquisitions which are summarized below:
Tyler Construction Company, Inc.
Pursuant to the Stock Acquisition Agreement executed September
22, 1993, the Company acquired an interest equal to 65% of the
total outstanding shares of Tyler Construction Company ("Tyler
Construction") from Loren E. Bagley, the Company's President and a
Director, and William F. Woodburn, the Company's Vice President of
Operations and a director. The value of such assets was recorded
at $318,988. Tyler Construction owns and operates a natural gas
gathering pipeline system serving the industrialized Ohio Valley.
Tyler Construction owns and operates 27 miles of six-inch pipeline
and 10 miles of four-inch pipeline.
In exchange for the 65% interest, the Company issued to
Messrs. Bagley and Woodburn, the holders of the 65 shares of Tyler
Construction equaling 65% of its total outstanding shares, 750,000
shares of the Company's authorized but previously unissued common
stock. The remaining 35% interest in Tyler Construction is owned
by Ecological Energy, Inc., a third party not otherwise affiliated
with the Company.
Tyler Construction's trunk line system consists of a six-inch
pipeline that begins at the town of St. Marys, West Virginia,
located on the Ohio River in the County of Pleasants in western
West Virginia, and proceeds twenty-seven miles due east to Bradden
Station, West Virginia. Near Bradden Station, the pipeline
intercepts major transmission lines of Carnegie Natural Gas,
Consolidated Natural Gas and Columbia Natural Gas. An intercepting
line consisting of ten miles of four-inch pipeline begins at a
point eight miles east of St. Marys and proceeds north 10 miles to
an industrial park located seven miles south of Sistersville, West
Virginia. At this point, gas is delivered to OSI Specialties
(formerly Union Carbide) and Consolidated Aluminum Corporation of
America under a marketing agreement with Sancho. Pursuant to its
agreement with Sancho, the Company has the right to sell natural
gas subject to the terms and conditions of a 20-year contract, as
amended, that Sancho entered into with Hope Gas, Inc. ("Hope") in
1988. This agreement is a flexible volume supply agreement whereby
the Company receives the full price which Sancho receives less a
$.05 per Mcf marketing fee paid to Sancho. The price of the
natural gas is based upon the residential gas index and the Inside
F.E.R.C. Index.
Spencer Wells
Also on September 22, 1993, the Company acquired from Mr.
Dennis L. Spencer all rights, title and interest to six producing
oil and gas wells located in West Virginia, in exchange for 500,000
shares (post-split) of the Company's authorized but previously
unissued common stock. Five of the wells identified as "Fowler",
"Goff", "Locke", "McGill" and "Workman" are situated in Ritchie
County in a proven reservoir field. The remaining well identified
as "Spencer", is located in Tyler County. All six wells were
completed in 1991 and have been producing oil and gas through the
date hereof. The value of such assets ware recorded at $1,082,000.
The Pipeline, Ltd.
Also on September 22, 1993, the Company entered into the Asset
Acquisition Agreement with Tyler Pipeline, Inc. ("Tyler Pipeline")
whereby the Company acquired all rights, title and interest in the
natural gas gathering pipeline system known as The Pipeline, Ltd.,
a four-inch pipeline that begins at Twiggs, West Virginia, nine
miles east of St. Marys, West Virginia where it intercepts Tyler
Construction's trunk line system and proceeds due south for a
distance of six miles. The Pipeline, Ltd. system is used for
purchasing gas from third party producers. The value of such
assets was recorded at $4,086.
In exchange for assets of The Pipeline, Ltd. (the name of the
pipeline, not a legal entity), the Company issued to Tyler Pipeline
250,000 shares of the Company's common stock. Mr. Woodburn, Vice
President and a director of the Company, is also President and owns
50% of Tyler Pipeline. Mr. Bagley, President and a director of the
Company, also owns 50% of Tyler Pipeline.
Ritchie County Gathering Systems, Inc.
Pursuant to the Stock Exchange Agreement executed on September
22, 1993, the Company acquired all the issued and outstanding
capital stock of Ritchie County Gathering Systems, Inc., a West
Virginia corporation ("Ritchie County Gathering"), in exchange for
500,000 shares (post-split) of the Company's authorized but
previously unissued common stock. Ritchie County Gathering owns
and operates a four-inch natural gas gathering line which begins
five miles south of Cairo, West Virginia at Rutherford, and
proceeds due south for 4.6 miles, crossing Mellon Ridge and ending
at Macfarlan Creek approximately 1/2 mile north of the South Fork
of the Hughes River. The Ritchie County Gathering pipeline is used
for purchasing gas from third party producers and delivering such
gas to Hope. The value of such assets was recorded at $59,130.
Current Business Activities
The Company is actively engaged in the operation of its oil
and natural gas properties and in the transportation and marketing
of its natural gas through its transmission systems. Management
has expressed its desire to acquire additional oil and natural gas
properties and to become more involved in exploration and
development, specifically on its Sistersville acreage in West
Virginia and on its acreage in Wyoming.
Management intends to continue to develop and increase the
production from the oil and natural gas properties that it
currently owns. In order to increase production, the Company must
put the necessary pumping equipment on the wells so that the fluid
can be artificially lifted to the surface. The Company projects
that it will attempt to increase the production of approximately
fifteen of its wells during 1997 at a projected cost of
approximately $75,000. In addition to equipping the oil and gas
wells, the Company intends to re-enter certain of its wells and
recomplete the wells in different oil and gas bearing zones.
Management has not yet determined the estimated cost of this
project.
Although the Company will continue to transport and market
natural gas through its various pipelines, there are no current
plans to acquire or to lay any additional pipeline systems in 1997.
Apart from its Rose Run drilling project, the Company has not
drilled any new wells in the last three years. No new drilling is
projected except in the Wyoming and Sistersville areas discussed
below.
Powder River Basin Wyoming
On December 28, 1996, the Company purchased 420 acres in the
Powder River basin in the State of Wyoming for $50,000 from an
unaffiliated third party. Included in the purchase price was a
condition that the previous owners would provide all of the
geologic and geophysical work as part of the purchase price. On
February 3, 1997 the Company ]eased an additional 480 acres that
joined with its acreage position. The target formation is the
Minnelusa "B1" sand. There presently arc no producing wells on
such acreage and no proven reserves located on the acreage owned by
the Company.
Five two-dimensional ("2-D") seismic lines have been shot
across the acreage now held by the Company and as of the date
hereof the Company is preparing to start a 6-square mile three-
dimensional ("3-D") seismic program. Unlike 2-D seismic testing
which provides a cross-sectional view of the subsurface of the
Earth, 3-D testing provided a full, three-dimensional view of the
subsurface. Such views allow for greater precision in the location
of potential drilling sites. 3-D testing allows potential drillers
to obtain accurate estimates of the size of oil and gas bearing
structures and the profile of the structure. 2-D testing only
informs the driller that an oil and gas bearing structure is in a
particular area, without giving information as to size and shape.
Without an accurate estimate of the site of the oil and gas bearing
structures, it is difficult to accurately estimate the reserves in
the structure, and, thus, the economic viability of drilling into
a particular structure. Without an accurate profile of the
structure, a driller may not hit the most economic portion of the
structure.
Water pressure primarily is responsible for the movement of
oil within the area or the Company's acreage. Where water pressure
is the cause of oil movement, finding the apex of the oil bearing
structure is critical. Drilling into the apex of such a structure
usually assures that a maximum amount of oil, and a minimal amount
of water, will be recovered from a well. Hitting such a zone
elsewhere than at the apex will result in a lower proportion of oil
to water and reduced rates of recovery.
The target depth of the Minnelusa "B1" sand is 5,850 feet. At
that depth, the cost of drilling a dry hole is approximately
$130,000. If a well is determined to be commercially productive,
an additional $100,000 in expenses are required to complete the
well. Depending upon the results of the 3-D seismic survey, the
Company intends to drill one development well.
Sistersville.
Effective June 1, 1995, the Company purchased approximately
2,200 acres in a known producing field located near Sistersville,
West Virginia for $100,000. The Sistersville field has been
operation since the 1890's, although at a very low level for the
past ten years. To date the field has produced over 13 million
barrels of oil. The field contains portions of the Big Injun and
Keener sands formations, both well known oil and gas bearing
formations, which are the zones the Company intends to explore.
These formations are approximately 1,700 feet deep. Recoverable
reserves of oil in the field are estimated at several million
barrels.
The Company has observed the success of oil and gas
exploration in the Sistersville field by other entities after
expensive studies. The preliminary studies conducted by the seller
of the Sistersville property to the Company indicating substantial
reserves were included in the purchase price paid by the Company
for the Sistersville acreage. The Company intends to explore the
Sistersville acreage using a technique called horizontal drilling
in which a well is drilled horizontally into an oil bearing zone
and the oil pumped out using conventional pumping techniques. This
technique presently is in use at one well site in the area and the
well is producing oil and gas on a daily basis in commercial
quantities. The Company estimates that the cost to the Company of
each horizontal well is approximately $480,000. Commencement of
drilling of the Company's first horizontal well is scheduled for
the spring of 1997. The results of the first well will then be
analyzed over an estimated period of four months. If the results
of the first well are successful, the Company intends to drill a
series of horizontal wells in the area.
Vulcan Energy Corporation.
During March 1997, the Company announced plans to cease
operations and attempt to sell Vulcan Energy Corporation
("Vulcan"), its 80% owned subsidiary, engaged in the lease crude
oil gathering and marketing in Southeast Texas. Financial
information with respect to discontinued operations is presented in
Note 9 to the consolidated financial statements.
Research and Development
The Company has not allocated funds for conducting research
and development activities and, due to the nature of the Company's
business, it is not anticipated that funds will be allocated for
research and development in the immediate future.
Marketing
The company operates exclusively in the oil and gas industry.
Natural gas production from wells owned by the Company is generally
sold to various intrastate and interstate pipeline companies and
natural gas marketing companies. Sales are generally made on the
spot market or under short-term contracts (one year or less)
providing for variable or market sensitive prices. These prices
often are tied to natural gas futures contracts as posted in
national publications.
Natural gas delivered through the Company's pipeline network
is sold either to Sancho Oil and Gas Corporation ("Sancho") at the
industrial facilities near Sistersville, West Virginia, or to Hope
on a year long basis ending January 31, 1997 at a variable price
per month per mcf. Under its contract with Sancho, the Company has
the right to sell natural gas subject to the terms and conditions
of a 20-year contract, as amended, that Sancho entered into with
Hope in 1988. This agreement is a flexible volume supply agreement
whereby the Company receives the full price which Sancho charges
the end user less a $.05 per Mcf marketing fee paid to Sancho. The
price of the natural gas is based upon the greater of the
residential gas commodity index and published Inside F.E.R.C.
Index, at the Company's option, for the first 1,500 Mcf purchased
per day by Hope and thereafter the price is the Inside F.E.R.C.
Index. The residential gas commodity index does not directly
fluctuate with the overall price of natural gas. The Inside
F.E.R.C. Index fluctuates monthly with the change in the price of
natural gas. While such option provides certain price protection
for the Company there can be no assurance that prices paid by the
Company to suppliers will be lower than the price which the Company
would receive under the Hope arrangement. Prior to June 1, 1996,
the price was the residential gas commodity index and when the
market price of gas rose above such index, the Company's ability to
purchase gas from third parties was adversely effected. The
Company sells its oil production to third party purchasers under
agreements at posted field prices. These third parties purchase
the oil at the various locations where the oil is produced.
Although management believes that the Company is not dependent
upon any one customer, its marketing arrangement with Sancho Oil
and Gas Corporation accounted for approximately 47% of the
Company's revenue for the year ended December 31, 1996, and
approximately 45% for the year ended December 31, 1995. This
marketing agreement is in effect until September 1, 2003. The
majority of the balance of the gas sold by the Company is marketed
under an open agreement with Hope whereby Hope, for a fee, acts as
a broker and arranges for buyers of the Company's gas at a specific
purchase price based upon 100% of the Inside F.E.R.C. Index. The
price under the agreement is set monthly and gas is sold as
available with no volume requirements or restrictions. None of the
individual buyers pursuant to this agreement account for more than
10% of the Company's total revenue. No other single customer
accounts for more than 10% of the Company's business.
In addition to the natural gas produced by the Company's
wells, it also purchased approximately 700 Mcf of natural gas per
day in 1996.
Competition
The Company is in direct competition with numerous oil and
natural gas companies and drilling and income programs and
partnerships exploring various areas of the Appalachian Basin and
elsewhere and competing for customers. Many competitors are large,
well-known oil and gas and/or energy companies, although no single
entity dominates the industry. Many of the Company's competitors
possess greater financial and personnel resources enabling them to
identify and acquire more economically desirable energy producing
properties and drilling prospects than the Company. Additionally,
there is competition from other fuel choices to supply the energy
needs of consumers and industry. Management believes that there
exists a viable market place for smaller producers of natural gas
and oil and for operators of smaller natural gas transmission
systems.
Under its contract with Sancho, the Company has the right to
sell natural gas subject to the terms and conditions of a 20-year
contract, as amended, that Sancho entered into with Hope in 1988.
This agreement is a flexible volume supply agreement whereby the
Company receives the full price which Sancho receives less a $.05
per Mcf marketing fee paid to Sancho. The price of the natural gas
is based upon indices that include the residential gas commodity
charge of Hope and the Inside F.E.R.C. Index. Were it not for the
existence of the arrangement between Sancho and Hope, Hope would
compete directly with the Company. Were it not for the
relationship between Hope and Sancho, Hope would compete directly
with the Company for the sale of gas to certain customers,
specifically OSI Specialities, Inc. and Consolidated Aluminum of
America, Inc.
Government Regulation
The oil and gas industry is extensively regulated by federal,
state and local authorities. The scope and applicability of
legislation is constantly monitored for change and expansion.
Numerous agencies, both federal and state, have issued rules and
regulations binding on the oil and gas industry and its individual
members, some of which carry substantial penalties for
noncompliance. To date, these mandates have had no material effect
on the Company's capital expenditures, earnings or competitive
position.
Legislation and implementing regulations adopted or proposed
to be adopted by the Environmental Protection Agency ("EPA") and by
comparable state agencies, directly and indirectly affect the
Company's operations. The Company is required to operate in
compliance with certain air quality standards, water pollution
limitations, solid waste regulations and other controls related to
the discharging of materials into, and otherwise protecting the
environment. These regulations also relate to the rights of
adjoining property owners and to the drilling and production
operations and activities in connection with the storage and
transportation of natural gas and oil.
The Company may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact
that any proposed operations may have upon the environment.
Requirements imposed by such authorities could be costly, time-
consuming and could delay continuation of production or exploration
activities. Further, the cooperation of other persons or entities
may be required for the Company to comply with all environmental
regulations. It is conceivable that future legislation or
regulations may significantly increase environmental protection
requirements and, as a consequence, the Company's activities may be
more closely regulated which could significantly increase operating
costs. However, management is unable to predict the cost of future
compliance with environmental legislation. As of the date hereof,
management believes that the Company is in compliance with all
present environmental regulations.
The Company's exploration and development operations are
subject to various types of regulation at the federal, state and
local levels. Such regulation includes the requirement of permits
for the drilling of wells, the regulation of the location and
density of wells, limitations on the methods of casing wells,
requirements for surface use and restoration of properties upon
which wells are drilled, and governing the abandonment and plugging
of wells. Exploration and production are also subject to property
rights and other laws governing the correlative rights of surface
and subsurface owners.
The Company is subject to the requirements of the Occupational
Safety and Health Act, as well as other state and local labor laws,
rules and regulations. The cost of compliance with the health and
safety requirements is not expected to have a material impact on
the Company's aggregate production expenses. Nevertheless, the
Company is unable to predict the ultimate cost of compliance.
While past sales of natural gas and oil were subject to
maximum price controls, such controls are no longer in effect. In
any case, the deregulated price of natural gas under current market
conditions tends to be substantially lower than most regulated
ceilings. Other federal, state and local legislation, while not
directly applicable to the Company, may have an indirect effect on
the cost of, or the demand for, natural gas and oil.
Employees
As of the date hereof the Company employs twelve people full-
time, consisting of two executives, three marketing and clerical
person, and seven production persons. Management presently
anticipates hiring additional employees as the business warrants
and as funds are available.
Facilities
The Company's operations currently occupy approximately 4,000
square feet of office space in St. Marys, West Virginia, which it
shares with its subsidies Tyler Construction Company, Inc. and
Ritchie County Gathering Systems, Inc. These facilities are the
property of one of the Company's principal customers, Sancho Oil
and Gas Corporation ("Sancho"), and under a verbal arrangement with
Sancho, the Company occupies these facilities for no rent. Sancho
leases an aggregate of approximately 4,500 square feet, including
the square footage occupied by the Company, from a third party
under a verbal arrangement for $1,400 per month, inclusive of
utilities. Management believes that its present office facilities
are adequate for the Company's current business operations.
Industry Segments
No information is presented as to industry segments. The
Company is presently engaged in the principal business of the
exploration, development, production, transportation and marketing
of natural gas and oil. Reference is made to the statements of
operations contained in the Company's financial statements included
herewith for a statement of the Company's revenues and operating
profit (loss) for the past two fiscal years.
Item 2. Description of Property
The Company operates and receives gas and oil revenues from
105 wells. Of these wells, 85 gross wells (wells in which a
working interest is owned) are gas wells and represent 77 net
wells. A net well is deemed to exist when the sum of fractional
ownership working interests in gross wells equals one. The
remaining 20 gross wells are oil wells which represent 18 net
wells. A total of 28 wells are considered to have multiple
completions, one or more completions in the same bore hole. It is
the Company's policy to acquire existing wells and to continually
review its holdings and either add new wells or dispose of existing
wells. Seventy-five percent of the Company's wells are shallow
wells with depths of less than 3,000 feet. The remaining wells are
Devonian shale wells with a depth of greater than 4,000 feet.
Appalachian Basin development wells have relatively high success
rates and are characterized by low permeability and low porosity,
thereby resulting in relatively low production rates and long
producing lives of over 25 years. The Company's ownership interest
varies from well to well with the composite ownership working
interest in the wells at approximately 91% at the end of 1996.
The Company's producing wells hold approximately 5,636 gross
acres under lease which the Company believes include a substantial
number of promising development prospects. In addition, the
Company's Wyoming acreage is scheduled for 3-D seismic testing,
and, if the results of such test so justify, drilling. The Company
also intends to begin development of its Sistersville, West
Virginia acreage, composed of approximately 2,200 acres. The
Sistersville acreage has been extensively explored by numerous oil
and gas operators and has proven undeveloped reserves.
The Company's productive wells are situated on 5,636 gross
acres (acres upon which a working interest is owned) which
represent 5,412 net acres. A net acre is deemed to exist when the
sum of fractional ownership working interests in gross acres equals
one. The Company has approximately 4,000 undeveloped leasehold
acres in the Rose Run Field in Ohio.
Substantially all of the Company's interests are held pursuant
to leases from third parties. Title to properties is subject to
royalty, over-riding royalty, carried, net profits, working and
other similar interests and contractual arrangements customary in
the oil and gas industry, liens incident to operating agreements,
liens relating to amounts owed to the operator, liens for current
taxes not yet due and other encumbrances. The Company believes
that such burdens neither materially detract from the value of such
properties nor the respective interests therein, or materially
interfere with their use in the operation of the business.
As is customary in the industry in the case of undeveloped
properties, little investigation of record title is made at the
time of lease acquisition (other than a preliminary review of local
records). Investigations, including a title opinion of local
counsel, are generally made prior to the consummation of an
acquisition of larger properties and before commencement of
drilling operations.
Estimated Proven Reserves.
The Company's properties consist essentially of the working
and royalty interests owned by the Company in various oil and gas
wells and leases located in West Virginia. The Company's proven
reserves for the years ended December 31, 1996, 1995 and 1994 are
set forth below:
December 31,
1996 1995 1994
Natural Gas (MMcf)
Developed 875,705 988,000 871,000
Undeveloped 801,654 801,654 586,405
Total Proved 1,677,359 1,789,654 1,457,405
Crude Oil (MBbl)
Developed 16,343 19,070 20,485
Undeveloped 180,000 180,000 180,000
Total Proved 196,343 199,070 200,485
These estimates are bases primarily on the reports of Sam M.
Deal & Associates, independent petroleum engineers. Such reports
are, by their very nature, inexact and subject to changes and
revisions. Proved developed reserves are reserves expected to be
recovered from existing wells with existing equipment and operating
methods. Proved undeveloped reserves are expected to be recovered
from new wells drilled to known reservoirs on undrilled acreage for
which existence and recoverability of such reserves can be
estimated with reasonable certainty, or from existing wells where
a relatively major expenditure is required to establish production.
No estimates of reserves have been included in any reports to any
federal agency other than the Securities and Exchange Commission.
See S.F.A.S. 69 Supplemental Disclosures included as part of the
Consolidated Financial Statements of the Company.
Set forth in the following schedule is the average sales price
per unit of oil, expressed in barrels ("bbl"), and of natural gas,
expressed in thousand cubic feet ("mcf"), produced by the Company
for the past three fiscal years.
Year ended December 31,
Average sales price: 1996 1995 1994
Gas (per mcf) $ 3.56 $ 2.02 $ 2.33
Oil (per bbl) 19.22 16.44 16.02
Average cost of production:
Gas (per mcf) $ 1.02 $ 1.12 $ 1.10
Oil (per bbl) 6.12 6.72 6.60
The Company has not filed any estimates of total, proved net
oil and gas reserves with any federal authority or agency since the
beginning of the Company's last fiscal year.
The following schedule sets forth the capitalized costs
relating to oil and gas producing activities by the Company for the
past three fiscal years.
Years ended December 31,
1996 1995 1994
Proved oil and gas
producing properties
and related lease
and well equipment $3,799,387 $3,733,388 $3,619,707
Accumulated depreciation
and depletion (407,934) (390,540) (335,293)
Net Capitalized Costs $3,391,453 $3,342,848 $3,284,414
The following schedule summarizes changes in the standardized
measure of discounted future net cash flows relating to the
Company's proved oil and gas reserves.
Years ended December 31,
1996 1995 1994
Standardized measure,
beginning of year $4,063,885 $3,602,626 $3,752,076
Oil and gas sales, net
of production costs (452,183) (107,818) (178,842)
Sales of mineral in place - - -
Quantity estimates made - 569,077 29,392
Standardized measure,
end of year $3,611,702 $4,063,885 $3,602,626
The Company does not anticipate investing in or purchasing
assets and/or property for the purpose of capital gains. It is the
Company's intention to purchase assets and/or property for the
purpose of enhancing its primary business operations. The Company
is not limited as to the percentage amount of the Company's assets
it may use to purchase any additional assets or properties.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject
except as set forth below.
On December 30, 1996, a complaint entitled R&K Oil Company,
Inc. vs. Trans Energy, Inc. was filed in the United States District
Court, Western District of Texas, Midland/Odessa Division
(# MO96CA197). The complaint alleges that the Company owes R&K Oil
Company, Inc. $131, 978 as a result of business transacted by the
Company's subsidiary, Vulcan Energy Corporation. Management
believes that the results of the proceedings will not have a
material adverse effect on the Company.
On March 12, 1997, a complaint entitled F. Worthy Walker vs.
Loren Bagley, William Woodburn, Mark Woodburn, Trans Energy, Inc.
and Vulcan Energy Corporation, was filed in the District Court of
Dallas, Texas (# 9702304C). The complaint alleges that the Company
breached certain contracts related to Mr. Walkers employment with
Vulcan Energy Corporation, and seeks punitive and exemplary
damages. The Company denies all allegations. Management believes
that the results of the proceedings will not have a material
adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending December 31, 1996.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Prior to October 1994 the Company's common stock traded on a
limited basis in the over-the-counter market and quotations, when
available, were published on the OTC Bulletin Board under the
symbol "TSRG", and in the National Quotation Bureau, Inc. ("NQB")
"pink sheets" under Trans Energy, Inc. In October 1994, the
Company's common stock was accepted for trading on the Nasdaq
Small-Cap Market and is currently listed under the symbol "TSRG".
Set forth in the table below are the quarterly high and low
prices of the Company's common stock as obtained from the Nasdaq
Small-Cap Market. Because only a nominal market existed for the
Company's common stock prior to October 1994, historical price
information is set forth below for the quarterly periods commencing
the fourth quarter of 1994.
High Low
1994
Fourth Quarter $ 5.37 $ 2.09
1995
First Quarter $ 2.79 $ 1.06
Second Quarter $ 1.12 $ .97
Third Quarter $ 3.25 $ 1.03
Fourth Quarter $ 3.63 $ 2.75
1996
First Quarter $ 3.50 $ 2.63
Second Quarter $ 6.00 $ 2.50
Third Quarter $ 5.25 $ 2.88
Fourth Quarter $ 6.25 $ 3.25
1997
First Quarter $ 6.56 $ 2.00
Second Quarter(1) $ 3.13 $ 2.00
(1) Through May 7, 1997.
As of April 30, 1997, there were 184 holders of record of the
common stock, which figure does not take into account those
shareholders whose certificates are held in the name of
broker-dealers.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and reinvest future
earnings to finance its operations.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB. Please note that results of
operations for the 1995 fiscal year have been restated.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has recently issued
Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets," and SFAS No.
123, "Accounting for Stock Based Compensation." SFAS No. 121
requires that long-lived assets and certain identifiable
intangibles be reported at the lower of the carrying amount or
their estimated recoverable amount and the adoption of this
statement by the Company is not expected to have an impact on the
Company's financial statements. SFAS No. 123 encourages the
accounting for stock-based employee compensation programs to be
reported within the financial statements on a fair value based
method. If the fair value based method is not adopted, then the
statement requires pro-forma disclosure of net income and earnings
per share as if the fair value based method had been adopted. The
Company has not yet determined how SFAS No. 123 will be adopted nor
its impact on the Company's financial statements. Both statements
are effective for years beginning after December 15, 1995.
Results of Operations
The following table sets forth the percentage relationship to
total revenues of principal items contained in the Company's
Statements of Operations for the two most recent fiscal years ended
December 31, 1996, and 1995. It should be noted that percentages
discussed throughout this analysis are stated on an approximate
basis.
Fiscal Years Ended
December 31,
1996 1995
Total revenues . . . . . . . . . . . . 100% 100%
Total other income (expenses). . . . . (109) (19)
Total costs and expenses . . . . . . . 151 181
Net income (loss) before taxes and
minority interest. . . . . . . . . . (160) (200)
Income taxes . . . . . . . . . . . . . - -
Net loss from discontinued operations. (139) (13)
Minority interest. . . . . . . . . . 3 (0)
Net income (loss). . . . . . . . . . . (296) (213)
For the Year Ended December 31, 1996 Compared to the Year Ended
December 31, 1995.
The results of operations for the year ended December 31, 1995
have been restated. Please refer to Note 9 in the accompanying
consolidated financial statements.
Total revenues of $1,231,762 for the year ended December 31,
1996 (" 1996 ") compared to $1,932,557 for the year ended December
31, 1995 (" 1995"). The decline in revenues was only 36% in total
and was the result of several factors. First, there was a decline
in the market price of gas during 1996. Second, much of the gas
for which the Company had contracted to purchase was set at a price
higher than the Company's customers, principally Sancho and Hope,
would pay. Thus, as permitted under the contracts between the
Company and its third party suppliers, the Company declined to
purchase the gas. This decision resulted in lower sales, but
avoided additional losses for the Company. The decline in sales
was primarily attributable to one customer. In 1996, oil made up
4% of total revenues as compared to only 1% in 1995. Accordingly,
gas sales dropped from 99% of sales in 1995 to 96% in 1996.
The Company had a net loss of $3,638,990 for 1996. The
Company's total costs and expenses went from 181% of sales in 1995
to 151% of sales in 1996. The cost of oil and gas went from 78% of
sales in 1995 to 64% of sales in 1996. This decrease in the cost
of oil and gas produced was primarily due to the decision not to
purchase gas at a price higher than the Company would be able to
resell the gas. The Company's selling, general and administrative
expenses also decreased 54%. The decrease is primarily attributed
to the issuance of 500,000 Bridge Warrants by the Company in 1995
pursuant to a private placement, and the 1995 issuance of
additional shares to the debenture holders as consideration for
extending the due date of their debentures. Depreciation and
depletion expense increased 30% in 1996 over 1995. Interest
expense in 1996 increased 298% over 1995 due to increased loans.
Net Operating Losses
The Company has accumulated approximately $6,710,711 of net
operating loss carryforwards as of December 31, 1996, which may be
offset against future taxable income through the year 2011 when the
carryforwards expire. The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable
income prior to the expiration of the net operating loss
carryforwards. In the event of certain changes in control of the
Company, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used. No tax benefit has
been reported in the financial statements for the year ended
December 31, 1996 because the potential tax benefits of the loss
carryforward is offset by valuation allowance of the same amount.
Liquidity and Capital Resources
Historically, the Company's working capital needs have been
satisfied through its operating revenues and from borrowed funds.
Working capital at December 31, 1996 was a negative $583,240
compared with a negative $862,222 at December 31, 1995. This
change was primarily attributed to the Company completing its
public offering in December 1996 and partially offset by the net
liabilities excess of assets of the Company's discontinued
operations. The Company anticipates meeting its working capital
needs during the 1997 fiscal year with revenues from operations.
As of December 31, 1996, the Company had total assets of
$5,500,343 stockholders' equity of $2,219,746 compared to total
assets of $5,324,007 and total stockholders' equity of $2,005,562
as of December 31, 1995. For this same period, cash increased from
$178,467 to $481,846 on December 31, 1996, and total current assets
increased from $178,467 to 777,204 due to the increase in cash.
Total current liabilities increased from $959,847 to $1,360,444 on
December 31, 1996 primarily due to an increase in accounts payable
from $367,349 to $685,711 at December 31, 1996.
The Company's current portion of its long-term debt is
$645,348. Also, in 1995 and 1996 certain outstanding convertible
debentures having a face value of $95,000 plus accrued interest
were converted to common stock. The Company currently anticipates
that it will be able to provide for its debt obligations and
repayments coming due during fiscal 1996 from revenues generated by
the Company.
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Item 7. Financial Statements
The Company's financial statements as of and for the fiscal
years ended December 31, 1996 and 1995 have all been examined to
the extent indicated in their report by Jones, Jensen & Company,
independent certified accountants, and have been prepared in
accordance with generally accepted accounted principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission. The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Trans Energy, Inc.
210 Second Street
St. Marys, West Virginia 26170
We have audited the accompanying consolidated balance sheet of
Trans Energy, Inc. and subsidiaries as of December 31, 1996 and the
related consolidated statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1996 and
1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Trans Energy, Inc. and subsidiaries as of
December 31, 1996 and the consolidated results of their operations
and their cash flows for the years ended December 31, 1996 and
1995, in conformity with generally accepted accounting principles.
Jones, Jensen & Company
Salt Lake City, Utah
April 30, 1997
<PAGE>
TRANS ENERGY, INC.
Consolidated Balance Sheet
ASSETS
December 31,
1996
CURRENT ASSETS
Cash $ 481,846
Accounts receivable 235,757
Prepaid and other current assets 59,601
Total Current Assets 777,204
PROPERTY AND EQUIPMENT (Note 2)
Vehicles 44,552
Machinery and equipment 62,206
Pipelines 2,192,001
Well equipment 358,471
Wells 3,177,416
Leasehold acreage 263,500
Accumulated depreciation (1,381,129)
Total Fixed Assets 4,717,017
OTHER ASSETS
Loan acquisition costs 6,122
Total Other Assets 6,122
TOTAL ASSETS $5,500,343
<PAGE>
TRANS ENERGY, INC.
Consolidated Balance Sheet (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
1996
CURRENT LIABILITIES
Accounts payable - trade $ 685,711
Accrued expenses 29,385
Notes payable - current portion (Note 3) 645,348
Total Current Liabilities 1,360,444
NET LIABILITIES IN EXCESS OF ASSETS OF
DISCONTINUED OPERATIONS (Note 9) 668,717
LONG-TERM LIABILITIES
Advances from related parties (Note 4) 605,190
Notes payable (Note 3) 646,246
Total Long-Term Liabilities 1,251,436
Total Liabilities 3,280,597
COMMITMENTS AND CONTINGENCIES (Note 7)
MINORITY INTERESTS -
STOCKHOLDERS' EQUITY (Note 6)
Common Stock: 30,000,000 shares authorized at
$0.001 par value; 3,824,043 shares issued
and outstanding 3,824
Capital in excess of par value 8,926,633
Accumulated deficit (6,710,711)
Total Stockholders' Equity 2,219,746
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,500,343
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Operations
For the Years Ended
December 31,
1996 1995
(Restated)
OIL AND GAS SALES $1,231,762 $1,932,557
COSTS AND EXPENSES
Cost of oil and gas 787,136 1,507,616
Salaries and wages 104,078 105,408
Depreciation, depletion and amortization 165,830 127,754
Selling, general and administrative 803,810 1,765,419
Total Costs and Expenses 1,860,854 3,506,197
LOSS FROM CONTINUING OPERATIONS (629,092) (1,573,640)
OTHER INCOME (EXPENSES)
Other income 4,978 -
Interest income 73 444
Interest expense (1,276,465) (321,018)
Gain (loss) on disposition of assets (50,000) 2,046
Bad debt expense (16,000) (44,550)
Total Other Income (Expense) (1,337,414) (363,078)
NET LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND MINORITY INTERESTS (1,966,506) (1,936,718)
INCOME TAXES - -
NET LOSS FROM CONTINUING OPERATIONS BEFORE
MINORITY INTERESTS (1,966,506) (1,936,718)
NET LOSS FROM DISCONTINUED OPERATIONS
(Note 9) (1,711,877) (257,957)
NET LOSS BEFORE MINORITY INTERESTS (3,678,383) (2,194,675)
MINORITY INTERESTS 39,393 (10,403)
NET LOSS $(3,638,990) $ (2,205,078)
NET LOSS PER SHARE
Continuing operations $ (0.59) $ (0.63)
Discontinued operations (0.53) (0.08)
$ (1.12) $ (0.71)
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Stockholders' Equity
(Restated)
Capital in
Common Shares Excess of Accumulated
Shares Amount Par Value Deficit
Balance, December 31, 1994 3,024,122 $ 3,024 $3,612,852 $ (866,643)
Common stock issued for
services at $1.50 per share 100,000 100 149,900 -
Common stock issued on
conversion of debentures at
$0.90 per share 50,000 50 44,950 -
Stock options issued for services - - 275,000 -
Common stock warrants issued - - 1,345,000 -
Extension of debentures - - 202,032 -
Net loss for the year ended
December 31, 1995 - - - (2,205,078)
Balance, December 31, 1995 3,174,122 3,174 5,629,734 (3,071,721)
Common stock issued for
debenture at $0.90 per share 55,555 56 49,944 -
Common stock issued for
services at $2.67 per share 9,000 9 23,991 -
Common stock warrants
issued - - 774,000 -
Cancellation of common
stock options issued for
services - - (275,000) -
Shareholder loans contributed
to capital - - 250,000 -
Issuance of common stock for
cash at $5.36 per share 585,366 585 3,137,415 -
Common stock offering costs - - (663,451) -
Net loss for the year ended
December 31, 1996 - - - (3,638,990)
Balance, December 31, 1996 3,824,043 $ 3,824 $8,926,633 $(6,710,711)
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Cash Flows
For the Years Ended
December 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES: (Restated)
Net loss $(3,638,990) $(2,205,078)
Adjustments to Reconcile Net Loss to Cash
Provided by Operating Activities:
Depreciation and depletion 132,288 228,692
Minority interest (39,393) 10,403
(Gain) loss on disposition of assets 50,000 (2,046)
Bad debt expense 16,000 44,550
Common stock issued for services 24,000 150,000
Common stock warrants - 1,340,000
Stock options issued (cancelled) for services (275,000) 275,000
Changes in Operating Assets and Liabilities:
Decrease (increase) in accounts receivable (73,290) 272,084
Decrease (increase) in prepaid and other
current assets (59,601) (13,322)
Decrease (increase) in deposits 355 23
Decrease (increase) in loan acquisition costs 876,065 103,671
Increase (decrease) in accounts payable and
accrued expenses 243,223 (302,768)
Increase (decrease) in net liabilities of
discontinued operations 1,224,342 -
Cash Provided (Used) by Operating Activities (1,520,001) (373,791)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of subsidiary - (490,000)
Expenditures for property and equipment (152,206) (584,405)
Proceeds from sale of property and equipment - 3,000
Cash Provided (Used) by Investing Activities $ (152,206) $(1,071,405)
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Cash Flows (Continued)
For the Years Ended
December 31,
1996 1995
CASH FLOWS FROM FINANCING ACTIVITIES: (Restated)
Proceeds from sale of common stock $3,138,000 $ -
Payment of deferred offering costs (388,451) -
Proceeds from common stock warrants - $ 5,000
Proceeds from related party advances 204,110 -
Principal payments on notes payable (899,606) (60,155)
Proceeds from notes payable 100,000 1,218,248
Cash Provided (Used) by Financing Activities 2,154,053 1,163,093
NET INCREASE (DECREASE) IN CASH 481,846 (7,103)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR - 7,103
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 481,846 $ -
CASH PAID FOR:
Interest $ - $ 178,769
Income taxes $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ 24,000 $ 150,000
Stock options issued (cancelled)
for services $ (275,000) $ 275,000
Purchase of subsidiary for notes payable
and assumption of debt $ - $ 880,000
Conversion of debentures to equity $ 50,000 $ 45,000
Common stock warrants $ 774,000 $1,340,000
Extension of debentures $ - $ 202,032
Shareholder loans contributed to capital $ 250,000 $ -
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was originally incorporated in the State of Idaho on
January 16, 1964 under the name of Alter Creek Mining Company,
Inc. The Company was engaged in mining activities in the 1960's.
The Company was inactive for several years but started up
operations again in August of 1987. The Articles of
Incorporation were reinstated on September 4, 1987. On January
11, 1988, the Company changed its name to Apple Corporation. In
1988, the Company acquired oil and gas leases and other assets
from Ben's Run Oil Company (a Virginia limited partnership) and
has since engaged in the business of oil and gas production.
At a meeting on September 22, 1993, the shareholders of the
Company approved the acquisition of certain oil and gas assets
and common stock in exchange for common stock of the Company. On
November 15, 1993, the following shares were issued: 250,000
shares of common stock to the shareholders of The Pipeline, Ltd.,
500,000 shares of common stock to the shareholders of Ritchie
County Gathering Systems, Inc. and 750,000 shares of common stock
to the majority shareholders of Tyler Construction Company, Inc.
The acquisitions were accounted for as a combination under the
purchase method of accounting using predecessor cost.
Predecessor cost was used because the owners of the acquiring
company are substantially the same as the owners of the acquired
companies and they are considered to be co-promoters.
On November 5, 1993, the Board of Directors caused to be
incorporated in the State of Nevada, a new corporation by the
name of Trans Energy, Inc., with the specific intent of effecting
a merger between Trans Energy, Inc. of Nevada and Apple Corp. of
Idaho, for the sole purpose of changing the domicile of the
Company to the State of Nevada. On November 15, 1993, Apple
Corp. and the newly formed Trans Energy, Inc. executed a merger
agreement whereby the shareholders of Apple Corp. exchanged all
of their issued and outstanding shares of common stock for an
equal number of shares of Trans Energy, Inc. common stock. Trans
Energy, Inc. was the surviving corporation and Apple Corp. was
dissolved.
On November 15, 1993, the Company also purchased certain oil and
gas assets of Dennis Spencer. The purchase price was 500,000
shares of the Company's common stock. This acquisition has been
accounted for using the purchase method of accounting which is
based on the market value of the assets acquired at the time of
acquisition.
On August 7, 1995, the Company purchased 80 percent of the issued
and outstanding stock of Vulcan Energy Corporation (Vulcan), a
Texas corporation, for $1,100,000 including the assumption of
$300,000 in debt for a customer of Vulcan. Vulcan is located in
the State of Texas and is engaged in the oil gathering and
marketing business. In March 1997, the Company decided to cease
the operations of Vulcan. Accordingly, the results of operations
along with the net liabilities of Vulcan have been reflected as
discontinued operations in the accompanying consolidated
financial statements. See Note 9 for further discussion. As a
result of the discontinuance of Vulcan the proforma financial
information that would normally be required when Vulcan was
acquired has not been disclosed.
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
b. Accounting Method
The Company's consolidated financial statements are prepared
using the accrual method of accounting. The successful efforts
method of accounting is used for oil and gas exploration and
production activities which states that total net capitalized
costs, as a minimum test, may not exceed future undiscounted net
cash flows. In any period that total net capitalized costs
exceed future undiscounted net cash flows, the excess will be
charged to current operations. The Company has elected a
calendar year end.
c. Prior Period Adjustments
The results of operations for the year ended December 31, 1995
have been restated to correct the application of accounting
principles related to the treatment of the value of additional
shares pursuant to the extension of convertible debentures, the
valuation of common stock issued for services rendered and the
valuation of bridge warrants issued in December 1995. The effect
of the related adjustment increased the net loss by $1,553,232.
Loss per share for the year ended December 31, 1995 increase by
$(0.51) per share.
d. Net Loss per Share of Common Stock
The net loss per share of common stock is based on the weighted
average number of shares issued and outstanding at the date of
the consolidated financial statements. Only primary net loss per
share of common stock is disclosed in the accompanying
consolidated statements of operations as fully diluted loss per
share is anti-dilutive.
e. Provision for Taxes
At December 31, 1996, the Company had net operating loss
carryforwards totaling approximately $6,710,000 that may be
offset against future taxable income through 2011. No tax
benefit has been reported in the consolidated financial
statements, because the potential tax benefits of the net
operating loss carryforwards is offset by a valuation allowance
of the same amount.
f. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
g. Principles of Consolidation
The consolidated financial statements include the Company and its
wholly owned subsidiary, Ritchie County Gathering Systems, Inc.,
its 65% owned subsidiary, Tyler Construction Company, Inc. and
its 80% owned and now discontinued subsidiary, Vulcan Energy
Corporation. All significant intercompany accounts and
transactions have been eliminated.
h. Presentation
Certain 1995 balances have been reclassified to conform to the
presentation of the 1996 consolidated financial statements.
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Depreciation
Fixed assets are stated at cost. Depreciation on vehicles,
pipelines, machinery, equipment and well equipment is provided
using the straight line method over expected useful lives of five
to fifteen years. Wells are being depreciated using the units-
of-production method on the basis of total estimated units of
proved reserves.
j. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2 - PROPERTY AND EQUIPMENT
The Company acquired oil and gas leases from Ben's Run Oil
Company (a Virginia limited partnership) in 1988 along with other
assets and liabilities in exchange for shares of the Company's
common stock.
The assets were recorded at predecessor cost since the former
owners of Ben's Run Oil Company became the controlling
shareholders of the Company. The assets acquired had been fully
amortized or depreciated. Therefore, they were recorded at a
cost of $0.
In January of 1989 the Company acquired interests in oil and gas
producing properties from Black Petroleum Corporation (Black). In
exchange for the interests acquired, the Company paid $100,000
cash, 160,790 shares of common stock and assumed certain
liabilities of Black. The value of the stock issued was based on
the estimated fair market value of the properties acquired less
cash paid and liabilities assumed. The purchase price for oil
and gas properties totaled $2,015,109. The purchase price also
included the payment of an 18 3/4 percent overriding royalty on
all future revenues from the properties in which Black had a 50
percent or greater interest and 25 percent of the net revenues of
all properties in which Black had a less than 50 percent interest
together with an agreement affecting all future issuances of
capital stock by the Company. This agreement requires that, at
all times, Black is entitled to maintain a 20 percent equity
interest in the Company. This requirement expired on January 30,
1994. The cost of the Black properties was recorded net of the
royalty. The acquisition included interests in wells located in Texas,
Oklahoma, Kansas, and West Virginia. Shortly after the
acquisition from Black, the Company sold its interests in all the
wells located in Texas, Oklahoma and Kansas for a total of
$37,920 in cash. The Company then had a formal study and
appraisal of the oil and gas reserves performed on the West
Virginia properties. Based upon this study and appraisal, the
Company estimated the fair market value of the properties to be
$2,015,109 at the time of acquisition. However, due to the
uncertainties involved in estimating oil and gas reserves, there
is no assurance that the Company will fully recover this amount
recorded as the investment in the properties.
On November 15, 1994, the Company acquired six oil and gas wells
at a cost of $1,082,222 and other equipment totaling $8,710 from
Dennis Spencer in exchange for shares of the Company's common
stock. All assets were recorded at their market value (which was
approximately the same as book value) at the time of acquisition
based on the purchase method of accounting.
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 2 - PROPERTY AND EQUIPMENT (Continued)
Based upon the reserve estimates, depletion and depreciation on
these properties and the related equipment is computed under the
units-of-production method as required by generally accepted
accounting principles. In 1994 and 1993, the Company refurbished
a number of wells. In 1995, the Company obtained a reserve study
which showed that the oil and gas reserves are higher than
originally reported because the fix-up work allowed the producing
wells to produce greater quantities and put some non-productive
wells into production.
During 1994, the Company purchased leasehold acreage in Ohio
known as Rose Run for $287,000. The acreage was purchased from
shareholders of the Company in part for forgiveness of
receivables from those shareholders. The balance of the purchase
price of $135,867 is carried on the books as a related party loan
payable.
NOTE 3 - LONG-TERM DEBT
The Company had the following debt obligations at December 31, 1996 :
December 31,
1996
Calhoun County Bank, secured by oil and gas well interests,
payable in monthly installments of $1,859 including interest at
variable rates, (lender's base rate of 9.00% as of December 31,
1996), matures April 12, 1999. $ 46,841
Calhoun County Bank, secured by oil and gas well interests, payable
in monthly installments of $269 including interest at variable rates,
(lender's base rate of 9.00% as of December 31, 1996), matures
April 12, 1999. 6,766
Calhoun County Bank, secured by oil and gas well interests, payable
in monthly installments of $1,300 including interest at variable rates,
(lender's base rate of 9.00% as of December 31, 1996), matures
April 12, 1999. 32,714
New York Life, secured by cash value in policy, interest payable
annually at 7.25% interest rate. 21,800
Wesbanco Bank, secured by oil and gas wells, principal and interest
payments of $841 at 12.5% interest rate, matures October 11, 1997. 8,906
Wesbanco Bank, secured by vehicle, principal and interest payments
of $155 at 10.25% interest rate, matures September 30, 1997. 1,504
First National Bank of St. Marys, $9,244 payable monthly, 12.5%
interest rate, secured by equipment. 627,560
Union Bank of Tyler County, interest at 11.5% due quarterly,
renewable, due on demand, secured by equipment. 19,774
Note due private company, principal and interest of $163 payable
monthly, interest rate of 10.75%, secured by vehicle. 3,450
Balance forward $ 769,315
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 3 - LONG-TERM DEBT (Continued)
December 31,
1996
Balance forward $ 769,315
United National Bank, interest payable quarterly, (prime + 1% or
9.75% as of December 31, 1995), principal payment of $50,000 due
annually, secured by equipment. 292,079
Bank of Paden City, secured by officers' personal assets, demand
note, interest payments due monthly at 9.75%. 100,000
Bank of Paden City, secured by officers personal assets, matures
on May 31, 1997, interest due monthly at 10%. 30,200
Note due to a private individual, due November 7, 1996 with interest
at 20%, unsecured. 100,000
Total 1,291,594
Less Current Portion (645,348)
Total Long-Term Debt $ 646,246
Schedule of Maturities
1997 $ 645,348
1998 78,558
1999 57,631
2000 49,970
2001 56,589
2002 and thereafter 403,498
Total $1,291,594
NOTE 4 - RELATED PARTY TRANSACTIONS
a. Advances From Related Parties
Periodically, officers, directors and shareholders of the Company
make non-interest bearing advances to or receive advances from
the Company. There are no predetermined repayment terms and at
December 31, 1996, there is a total net payable to these related
parties of $580,370 which has been classified as long-term in the
accompanying consolidated financial statements.
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)
b. Management Agreement
A company owned by an officer of the Company's subsidiary, Vulcan
Energy Corporation (Vulcan), owns the remaining 20% of Vulcan's
common stock. The management company is entitled to a management
fee of $252,000 per year and 20% of net profits before taxes less
20% of the principal paid to the seller of Vulcan. This 20% net
profits interest has had no effect on the Company's consolidated
financial statements since the subsidiary has generated net
losses through December 31, 1996. Since the operations of Vulcan
Energy have been discontinued (see Note 9), management believes
that the Company has no obligation related to this management
agreement as of December 31, 1996 or in future periods.
NOTE 5 - ECONOMIC DEPENDENCE AND MAJOR CUSTOMERS
The Company is provided its office space at no cost by Sancho Oil
and Gas Corporation (Sancho), a company owned by one of its major
shareholders. The Company's marketing arrangement with Sancho
accounted for approximately 47% of the Company's revenue for the
year ended December 31, 1996. This marketing agreement is in
effect until December 1, 2003. Another customer also generated
sales in excess of 10% of the Company's total sales. Sales to
this customer made up approximately 49% of net revenues in 1996.
NOTE 6 - COMMON STOCK, OPTIONS AND WARRANTS
On January 15, 1995, the Company issued 100,000 shares of its
common stock to a consultant for services rendered. The shares
were valued at $1.50 per share which was the average trading
price when issued.
On October 1, 1995, the Company issued an option to a consultant
to purchase 100,000 shares of its common stock at $0.001 per
share. The option was valued at the difference between the
exercise price and the trading price of the shares. Accordingly,
the Company incurred $275,000 of consulting fees in 1995. On
March 29, 1996, the consultant returned the option for
cancellation. The option was not exercised and was cancelled
without consideration, therefore the cancellation was accounted
for as a decrease of capital in excess of par value and the
related asset during 1996.
During 1995, debentures having a total face value of $45,000 were
converted into 50,000 shares of the Company's common stock,
valued at $0.90 per share. Remaining debentures with a total
face value of $50,000 were converted into 55,555 shares of the
Company's common stock in 1996, also valued at $0.90 per share.
As an incentive to the debenture holders for extending the due
date of the debentures due on December 31, 1995, they were given
the right to receive the number of post-split shares they were to
have received pre-split. The value of the additional shares
issued, $202,032, has been recorded as loan costs and amortized
over the period until the debentures were converted in 1996.
The Company also received $5,000 during December of 1995 for the
purchase of 500,000 bridge warrants at $0.01 per warrant. The
bridge warrants were valued at the average trading price when
issued and expensed during the year ended December 31, 1995 in
the amount of $1,345,000. The bridge warrants are convertible
into 1 share of common stock at $0.50 per share for up to
eighteen months. With the completion of the public offering
discussed below, the $0.50 common stock conversion option of the
bridge warrants terminated and the bridge warrants automatically
converted into 2 redeemable warrants exercisable at 110% of the
offering price. The Company issued 48,750 additional stock
warrants as compensation for the sale of the bridge warrants
which were later surrendered to the Company for no consideration.
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 6 - COMMON STOCK, OPTIONS AND WARRANTS (Continued)
The Company issued an additional 300,000 bridge warrants in March
1996 in conjunction with the completion of a $600,000 bridge
financing. The Company issued 30,000 additional bridge warrants
in conjunction for the sale of bridge units containing the
unsecured notes and bridge warrants which were later returned to
the Company for no consideration. These bridge warrants were
exercisable for 18 months from the date of issuance and entitled
the holder thereof to purchase 1 share of common stock at $0.50
per share. The bridge warrants were valued at the average
trading price when issue and were being amortized to interest
expense over 12 months. With the completion of the public
offering discussed below, the $0.50 common stock conversion
option of these bridge warrants terminated and the bridge
warrants converted into 2 redeemable warrants exercisable at 110%
of the offering price. Accordingly, the remaining unamortized
portion was expensed at December 31, 1996.
The Company issued 9,000 shares of common stock during 1996 to an
individual as compensation for services rendered totaling $24,000
representing a per share price of $2.67 which approximated the
fair market value of the shares on the date they were authorized
to be issued.
In December 1996, the Company completed a public offering of its
common stock issuing 585,366 shares while receiving total
proceeds of $3,138,000 or $5.36 per share. Related costs
associated with this offering totalled $663,451 which has been
charged to capital in excess of par value in the accompanying
consolidated financial statements.
In September 1996, two officers, directors and shareholders of
the Company agreed to a reduction in amounts payable to them by
the Company totaling $250,000 which have previously been
accounted for as advances from related parties. This amount has
been contributed to capital in excess of par value in the
accompanying consolidated financial statements.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Several vendors of Vulcan Energy, Inc., the discontinued
operation, have filed legal action against Vulcan Energy and the
Company alleging breach of contract and non-payment of
outstanding obligations. Those vendors are also seeking other
damages and assessments. The Company has included in the net
liabilities of the discontinued operations of Vulcan Energy,
amounts which they believe are owing to those vendors. These
actions are still in the discovery stage and the Company is
attempting to negotiate settlements with those vendors. The
Company believes that the amounts accrued in the accompanying
consolidated financial statements are adequate to satisfy these
claims.
A former officer of Vulcan Energy has filed suit against the
Company, its officers and directors and Vulcan Energy, asserting
a claim against these parties based upon a breach of contract and
fraud in connection with his employment with Vulcan Energy. The
parties to this action have filed response vigorously contesting
the allegations. Management believes that the Company and the
ultimate outcome of these actions and their possible effects on
the consolidated financial statements cannot be readily
determined.
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
December 31, 1996 and 1995
NOTE 8 - GOING CONCERN
The Company's consolidated financial statements are prepared
using generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The
Company has incurred cumulative operating losses through December
31, 1996, and has a working capital deficit at December 31, 1996.
Revenues have not been sufficiently established to cover its
operating costs and to allow it to continue as a going concern.
During 1995, the Company purchased an 80% equity ownership of
Vulcan Energy Corporation, replaced management and recapitalized
Vulcan Energy with a $200,000 working capital infusion. However,
the Company discontinued the operations of Vulcan Energy during
1997, incurring a substantial loss from discontinued operations.
The Company completed an offering of common stock during 1996
netting $2,474,549 cash proceeds. Management believes that
despite the discontinued operations of Vulcan Energy and
recurring operating losses, the proceeds from the sale of common
stock, other contemplated debt and equity financing, and
increases in operating revenues from new development and other
factors will enable the Company to continue as a going concern.
(See also Note 11)
NOTE 9 - VULCAN ENERGY, INC. - DISCONTINUED OPERATIONS
In March 1997, the Company discontinued the operations of Vulcan
Energy, Inc., its 80% owned subsidiary. Accordingly, net
liabilities in excess of assets, totaling $668,717, have been
reflected separately in the accompanying consolidated balance
sheet as of December 31, 1996. These net liabilities consist of
fixed assets valued at $199,000, accounts payable and accrued
liabilities of $259,000 and notes payable totaling $608,717. In
addition, the net operating losses of Vulcan Energy, Inc. for the
years ended December 31, 1996 and 1995, amounting to $1,711,876
and $257,957, respectively, have been reflected separately in the
accompanying consolidated statements of operations and include
estimated losses on disposition of Vulcan Energy, Inc.
NOTE 11 - SUBSEQUENT EVENT
On March 26, 1997, the Company completed the sale of 8%
cumulative convertible debentures due March 25, 2000, netting
cash proceeds to the Company of $1,272,000. The terms of the
convertible debentures enable the holder to convert the
debentures into common stock of the Company at any time after 45
days at a price based on a percentage of the quoted market price
depending on when the debentures are converted. If not converted
within 36 months, the debentures will automatically be converted
into common stock of the Company.
As previously discussed, in March 1997, the decision was made to
discontinue the operations of Vulcan Energy, Inc. The effects of
the discontinuation of those operations have been reflected in
the accompanying consolidated financial statements as of December
31, 1996. See more detailed discussions at Notes 1 and 9.
<PAGE>
TRANS ENERGY, INC.
S.F.A.S. 69 Supplemental Disclosures
December 31, 1996 and 1995
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES
(1) Capitalized Costs Relating to
Oil and Gas Producing Activities
December 31,
1996 1995
Proved oil and gas producing properties and related
lease and well equipment $3,799,387 $ 3,731,888
Accumulated depreciation and depletion (407,934) (390,540)
Net Capitalized Costs $3,391,453 $ 3,341,348
(2) Costs Incurred in Oil and Gas Property
Acquisition, Exploration, and Development Activities
For the Years Ended
December 31,
1996 1995
Acquisition of Properties
Proved $ - $ -
Unproved - 100,000
Exploration Costs - -
Development Costs - -
The Company does not have any investments accounted for by the
equity method.
(3) Results of Operations for
Producing Activities
For the Year Ended
December 31,
1996 1995
Sales $ 452,183 $ 205,152
Production costs (115,112) (110,141)
Depreciation and depletion (13,916) (10,556)
Results of operations for producing activities
(excluding corporate overhead and interest costs)$323,155 $ 84,455
<PAGE>
TRANS ENERGY, INC.
S.F.A.S. 69 Supplemental Disclosures
December 31, 1996 and 1995
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)
(4) Reserve Quantity Information
Oil BBF
BBL MCF
Proved developed and undeveloped reserves:
Balance, December 31, 1994 200,485 1,457,405
Production (1,103) (89,874)
Quantity estimates made (312) 422,123
Balance, December 31, 1995 199,070 1,789,654
Production (2,727) (112,295)
Balance, December 31, 1996 196,343 1,677,359
Proved developed reserves:
Oil Gas
BBL MCF
Beginning of the year 1995 200,485 1,457,405
End of the year 1995 199,070 1,789,654
Beginning of the year 1996 199,070 1,789,654
End of the year 1996 196,343 1,677,359
During 1995, 1992, 1991 and 1990, the Company had reserve studies
and estimates prepared on the various properties acquired from
Black Petroleum Corporation. The difficulties and uncertainties
involved in estimating proved oil and gas reserves makes
comparisons between companies difficult. Estimation of reserve
quantities is subject to wide fluctuations because it is
dependent on judgmental interpretation of geological and
geophysical data.
<PAGE>
TRANS ENERGY, INC.
S.F.A.S. 69 Supplemental Disclosures
December 31, 1996 and 1995
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)
(5) Standardized Measure of Discounted
Future Net Cash Flows Relating to
Proved Oil and Gas Reserves
At December 31, 1996
Trans Energy
and
Subsidiaries
Future cash inflows $17,638,619
Future production and development costs (6,332,264)
Future net inflows before income taxes 11,306,355
Future income tax expense (3,844,161)
Future net cash flows 7,462,194
10% annual discount for estimated timing of
cash flows (3,850,492)
Standardized measure of discounted future net
cash flows $3,611,702
Future income taxes were determined by applying the statutory
income tax rate to future pre-tax net cash flow relating to
proved reserves.
At December 31, 1995
Trans Energy
and
Subsidiaries
Future cash inflows $19,846,963
Future production and development costs (7,125,060)
Future net inflows before income taxes 12,721,903
Future income tax expense (4,325,447)
Future net cash flows 8,396,456
10% annual discount for estimated timing of
cash flows (4,332,571)
Standardized measure of discounted future net
cash flows $4,063,885
The following schedule summarizes changes in the standardized
measure of discounted future net cash flow relating to proved oil
and gas reserves:
For the Years Ended
December 31,
1996 1995
Standardized measure, beginning of year $4,063,885 $ 3,602,626
Oil and gas sales, net of production costs (452,183) (107,818)
Sales of mineral in place - -
Quantity estimates made - 569,077
Standardized measure, end of year $3,611,702 $ 4,063,885
<PAGE>
TRANS ENERGY, INC.
S.F.A.S. 69 Supplemental Disclosures
December 31, 1996 and 1995
(Unaudited)
S.F.A.S. 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)
The above schedules relating to proved oil and gas reserves,
standardized measure of discounted future net cash flows and
changes in the standardized measure of discounted future net cash
flows have their foundation in engineering estimates of future
net revenues that are derived from proved reserves and with the
assumption of current pricing and current costs of production for
oil and gas produces in future periods. These reserve estimates
are made from evaluations conducted by Sam M. Deal, and
independent geologist, of such properties and will be
periodically reviewed based upon updated geological and
production date. Estimates of proved reserves are inherently
imprecise. The above standardized measure does not include any
restoration costs due to the fact the Company does not own the
land.
Subsequent development and production of the Company's reserves
will necessitate revising the present estimates. In addition,
information provided in the above schedules does not provide
definitive information as the results of any particular year but,
rather, helps explain and demonstrate the impact of major factors
affecting the Company's oil and gas producing activities.
Therefore, the Company suggests that all of the aforementioned
factors concerning assumptions and concepts should be taken into
consideration when reviewing and analyzing this information.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
This Item is not Applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act
The following table sets forth the names, ages, and offices
held with the Company by it's directors and executive officers:
Name Position Director Since Age
Loren E. Bagley President, C.E.O. August 1991 55
and Director
William F. Woodburn Vice President August 1991 55
and Director
John B. Sims Director January 1988 71
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are reimbursed for expenses incurred for attendance at
meetings of the Board of Directors and any committee of the Board
of Directors. Executive officers are appointed annually by the
Board of Directors and each executive officer serves at the
discretion of the Board of Directors. The Executive Committee of
the Board of Directors, to the extent permitted under Nevada law,
exercises all of the power and authority of the Board of Directors
in the management of the business and affairs of the Company
between meetings of the Board of Directors.
The business experience of each of the persons listed above
during the past five years is as follows:
Loren E. Bagley has been Executive Vice President of the
Company since August, 1991, and became President and C.E.O. in
September, 1993. From 1979 to the present, Mr. Bagley has been
self employed in the oil and gas industry as president, C.E.O. or
vice president of various corporations which he has either started
or purchased, including Ritchie County Gathering Systems, Inc. Mr.
Bagley's experience in the oil and gas industry includes acting as
a lease agent, funding and drilling of oil and gas wells,
supervising production of over 175 existing wells, contract
negotiations for purchasing and marketing of natural gas contracts,
and owning a well logging company specializing in analysis of
wells. Prior to becoming involved in the oil and gas industry, Mr.
Bagley was employed by the United States government with the
Agriculture Department. Mr. Bagley attended Ohio University and
Salem College and earned a B.S. Degree.
William F. Woodburn has served as Vice President in charge of
Operations and a director of the Company since August, 1991 and has
been actively engaged in the oil and gas business in various
capacities for the past fifteen years. For several years prior to
1991, Mr. Woodburn supervised the production of oil and natural gas
and managed the pipeline operations of Tyler Construction Company,
Inc. and Tyler Pipeline, Inc. Mr. Woodburn is a stockholder and
serves as President of Tyler Construction Company, Inc., and is
also a stockholder of Tyler Pipeline, Inc. which owns and operates
oil and gas wells in addition to natural gas pipelines, and Ohio
Valley Welding, Inc. which owns a fleet of heavy equipment that
services the oil and gas industry. Prior to his involvement in the
oil and gas industry, Mr. Woodburn was employed by the United
States Army Corps of Engineers for twenty four years and was
Resident Engineer on several construction projects. Mr. Woodburn
graduated from West Virginia University with a B.S. in civil
engineering.
John B. Sims served as President, C.E.O. and a director of the
Company from 1988 to September, 1993 and currently is a director.
Prior to joining the Company and from 1984 to 1988, Mr. Sims was
the General Partner of Ben's Run Oil Company which was acquired by
the Company in January, 1988. Mr. Sims has also been the general
partner for fourteen limited partnerships from 1977 to 1984
drilling a total of twenty eight wells. Prior to his involvement
in the oil and gas business, Mr. Sims was a real estate developer
for twenty years as well as an exclusive real estate broker for
Ednam Forrest in Charlottesville, Virginia. During 1994, Mr. Sims
voluntarily initiated a personal bankruptcy proceeding pursuant to
Chapter 7 of the United States Bankruptcy Code. Pursuant to the
terms of such proceeding, Mr. Sims was discharged of certain of his
debts which were incurred as a consequence of his personal
guarantees of certain business related debts, not related to the
Company, upon which the primary obligor defaulted.
Item 10. Executive Compensation
The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors, nor has the Company entered into employment contracts
with any of the aforementioned persons.
Cash Compensation
The following table sets forth all cash compensation paid by
the Company for services rendered to the Company for the years
ended December 31, 1994, 1995 and 1996, to the Company's Chief
Executive Officer. No executive officer of the Company has earned
a salary greater than $100,000 annually for any of the periods
depicted.
<PAGE>
Summary Compensation Table
Other All
Annual Other
Name and Compen- Compen-
Principal Position Year Salary Bonus sation sation
Loren E. Bagley, 1996 $ -0- $ -0- $ -0- $ -0-
President, C.E.O.(1) 1995 -0- -0- -0- -0-
1994 -0- -0- -0- -0-
John B. Sims, former 1996 $ -0- $ -0- $ -0- $ -0-
President, C.E.O.(2) 1995 13,550 -0- -0- -0-
1994 5,600 -0- -0- -0-
(1) Mr. Bagley served as the Company's Executive Vice
President from August 1991 to September 1993, at which
time he became President and C.E.O. of the Company.
(2) Mr. Sims served as the Company's President and C.E.O.
from 1988 to September 1993, and is currently a director
of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best
knowledge of the Company as March 31, 1996, with respect to each
person known by the Company to own beneficially more than 5% of the
Company's outstanding common stock, each director and all directors
and officers as a group, and is adjusted to reflect the two shares
for five shares reverse stock split effected by the Company on
September 22, 1993.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Loren E. Bagley * 419,575(2) 10.9%
210 Second Street
St. Marys, WV 26170
William F. Woodburn * 448,108(3) 11.6%
210 Second Street
St. Marys, WV 26170
John B. Sims * 55,228(4) 1.4%
210 Second Street
St. Marys, WV 26170
Karla Spencer 595,775 15.5%
210 Second Street
St. Marys, WV 26170
Black & Company 417,334(5) 10.8%
75 Federal Street
Boston, MA 02110
<PAGE>
All directors and executive 922,911 24.0%
officers as a group
(3 persons in group)
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 3,849,043 shares of common stock outstanding on
April 30, 1997.
(2) Includes 125,000 shares of common stock held in the name of
Carolyn S. Bagley, wife of Loren E. Bagley, over which Ms.
Bagley retains voting power.
(3) Includes 200,000 shares of common stock in the name of Janet
L. Woodburn, wife of William F. Woodburn, over which shares
Ms. Woodburn retains voting power. Does not include 100,000
shares of common stock owned by Mark D. Woodburn, son of
William F. Woodburn, over which shares William F. Woodburn
disclaims any voting control.
(4) Includes 55,228 shares of common stock held jointly with
Virginia Sims, wife of John B. Sims.
(5) Black & Company is a holding company for the benefit of those
shareholders of Black Petroleum Corporation.
Item 12. Certain Relationships and Related Transactions
During the Company's last three fiscal years, there have been
no transactions between the Company and any officer, director,
nominee for election as director, or any shareholder owning greater
than five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family,
except as set forth below.
(a) As of December 31, 1996, the Company reported several
related party loans outstanding. Total loan payables as of
December 31, 1996 were $605,190. Any loan made to a related party
is made at the discretion of and upon approval by the Executive
Committee of the Board of Directors. Of such amount, commencing
February 1995 through June 1996, members of the Company's
management extended an aggregate of $448,583 in loans to the
Company for the purpose of providing the Company with working
capital. All such loans are unsecured, are on an interest free
basis and are repayable in one installment on June 15, 1998. Of
the loans extended between February 1995 and June 1996, Loren E.
Bagley extended an aggregate of $146,454; William F. Woodburn
extended an aggregate of $168,629; and John B. Sims extended
$106,376 and Dennis L. Spencer extended $27,124.
(b) In October 1994, the Company acquired from Tyler
Pipeline, Inc. 14,350 leasehold acres located in the Rose Run
formation in Ohio for the total purchase price of $287,000. Tyler
Pipeline, Inc. is equally owned by Loren E. Bagley and William F.
Woodburn, President and Vice President of the Company,
respectively. As payment for the property, the Company forgave
certain receivables due from Messrs. Bagley and Woodburn in the
approximate amount of $80,000 each, and the balance of $135,867 is
carried on the Company's financial statements as a related party
loan payable. The Company believes that the acquisition of the
Rose Run leases was made on terms no less favorable to the Company
than those available from unaffiliated third parties.
(c) In connection with its acquisition of Vulcan, on July 27,
1995, the Company borrowed the sum of $150,000 from an individual,
John C. Allen, and on September 1, 1995, the Company borrowed the
sum of $135,000 from Marden. Neither Mr. Allen nor Marden is
otherwise affiliated with the Company. Each of such sums is
evidenced by a promissory note in the principal amount of the sum
borrowed from the respective lenders. The principal amount owned
to Mr. Allen is repayable in one installment on May 31, 1997.
Interest at the rate of 12% per annum is payable monthly until the
principal amount is repaid in full. The Company may prepay such
note at any time prior to maturity without premium or penalty. The
debt evidenced by such note is guaranteed by each of Mr. Bagley and
Mr. Woodburn. In addition, the Company granted to Mr. Allen a
warrant to purchase up to 50,000 shares of the Company's Common
Stock at an exercise price of $2.25 per share at any time through
July 27, 2000. The principal amount owned to Marden is repayable
in one installment, inclusive of interest at the rate of 1.5% per
month, on the then outstanding principal amount of such loan, on
October 15, 1997. The Company may prepay such note at any time
prior to maturity without premium or penalty. The debt evidenced
by such note is secured by the pledge of 100,000 shares of the
Company's Common Stock owned by Mark D. Woodburn and is guaranteed
by Mr. Bagley. The foregoing notes were paid off in December 1996.
Of the foregoing sums, $100,000 of the funds borrowed from Mr.
Allen was applied to the purchase price of Vulcan and $50,000
applied to Vulcan's working capital. Of the $135,000 borrowed from
Marden $50,000 was paid to PMC in consideration of the assignment
by PMC to the Company of its rights to purchase the stock of Vulcan
and $85,000 was applied to Vulcan's working capital.
(d) On August 4, 1995, the Company borrowed $100,000 from
Magco, Inc. Such loan is repayable in one installment of principal
and interest accruing at the annual rate of 18% on June 30, 1997,
and is secured pursuant to a security agreement which grants Magco,
Inc. a security interest in all of the Company's right, title and
interest in and to the Sistersville property. The foregoing loan
was paid off in December 1996.
(e) On December 5, 1995, the Company borrowed an additional
$100,000 from John C. Allen. Such amount is repayable in one
installment of principal on March 15, 1997, with interest payable
monthly at the annual rate of 12%, and guaranteed by Messrs.
Bagley, William F. Woodburn and Mark D. Woodburn and secured by the
pledge of 125,000 shares of the Company's Common Stock owned by
William F. Woodburn and his wife. The Company may prepay such note
at any time prior to maturity without premium or penalty. The
foregoing loan was paid off in December 1996.
(f) On May 7, 1996, the Company borrowed $100,000 from
William Stevenson. Such amount is repayable in one installment of
principal and interest of $110,000 on November 7, 1996. Messrs.
Bagley, William F. Woodburn and John B. Sims are jointly and
severally liable with the Company for the repayment of such
obligation. Such obligation is secured by the pledge of 200,000
shares of Common Stock owned by Mr. Woodburns wife, Janet L.
Woodburn.
(g) Loren E. Bagley is President of Sancho, a principal
purchaser of the Company's natural gas. Mr. Bagley's wife, Carolyn
S. Bagley is a director and owner of 66 % of the outstanding
capital stock of Sancho. Under its contract with Sancho, the
Company has the right to sell natural gas subject to the terms and
conditions of a 20-year contract, as amended, that Sancho entered
into with Hope in 1988. This agreement is a flexible volume supply
agreement whereby the Company receives the full price which Sancho
receives less a $.05 per Mcf marketing fee paid to Sancho. The
price of the natural gas is based upon the greater of the
residential gas commodity index or the published Inside F.E.R.C.
Index, at the Company's option, for the first 1,500 Mcf purchased
per day by Hope and thereafter the price is the Inside F.E.R.C.
Index. The residential gas commodity index does not directly
fluctuate with the overall price of natural gas. The Inside
F.E.R.C. Index fluctuates monthly with the change in the price of
natural gas. While such option provides certain price protection
for the Company there can be no assurance that prices paid by the
Company to suppliers will be lower than the price which the Company
would receive under the Hope arrangement. During 1995, the Company
paid Sancho an aggregate of $20,407 pursuant to such 20-year
contract.
The Company also occupies approximately 4,000 square feet of
office space in St. Marys, West Virginia, which it shares with its
subsidiaries Tyler Construction Company, Inc. and Ritchie County
Gathering Systems, Inc. These facilities are under lease by
Sancho, one of the Company's principal customers, and under a
verbal arrangement with Sancho, the Company occupies these
facilities for no rent.
The Company believes that the foregoing transactions with
Sancho were made on terms no less favorable to the Company than
those available from unaffiliated third parties.
It is the Company's policy that any future material
transactions between it and members of its management or their
affiliates shall be on terms no less favorable than those available
from unaffiliated third parties.
(h) On July 1, 1995, the Company entered into a Consulting
Agreement with Transversified Development Group, Inc. (the
"Consultant") pursuant to which the Consultant provided the Company
with marketing consulting services. Such services included
advising the Company on investor relations, capital formation and
strategic opportunities. Such arrangement was arranged in order to
provide the Company's management with necessary expertise in such
areas. For its services, the Consultant received monthly payments
of $2,500 for twelve months which ended October 31, 1996, and
reimbursement of up to $500 of expenses per month. On October 1,
1995, the Consultant also was granted an option to purchase up to
100,000 shares of the Company's Common Stock at an exercise price
of $.001 per share. The Consultant has waived such option. The
Consultant is not an affiliate of the Company nor does it have any
ongoing relationship with the Company.
(i) On August 18, 1995, the Company completed the placement
of ten $30,000 secured promissory notes (the "Secured Notes"). The
Secured Notes bore interest at the rate of 12% per annum and were
secured by the Company's accounts receivable. The proceeds from
the Secured Notes were used to finance certain required payments in
connection with the Company's acquisition of Vulcan. Such payment,
in the amount of $300,000, was made to a creditor of Vulcan and
formed part of the purchase price of Vulcan. The principal and
interest on the Secured Notes were repaid in full on April 1, 1996
from the proceeds of the sale of the Company's Bridge Units and the
security interest was terminated of record in the State of West
Virginia. None of the purchasers of such instruments is an
affiliate of the Company.
On March 21, 1996 the Company sold 24 Bridge Units, each
Bridge Unit consisting of the Company's Unsecured Note in the
original principal amount of $25,000 and 12,500 Bridge Warrants,
for an aggregate purchase price of $600,000. None of the
purchasers of such Units is an affiliate of the Company.
The Unsecured Notes bear interest at the rate of 12% per
annum. The principal amounts and all accrued interest on the
Unsecured Notes are due on the earlier of 12 months from the dates
of issuance thereof or ten days after the completion of this
Offering. The unsecured notes were repaid on December 23, 1996
Of the proceeds raised through the sale of the Bridge Units,
the Company applied $300,000 to repay the outstanding principal of
the Secured Notes and $21,659 in payment of accrued interest to the
date of repayment on the Secured Notes. Additionally, $80,000 was
used to repay institutional indebtedness incurred in connection
with the acquisition of Vulcan. The balance of the proceeds of
such offering were used to pay a portion of the costs of this
Offering and for working capital.
(j) On December 13, 1995, the Company sold 500,000 Bridge
Warrants at a price of $.01 per Bridge Warrant for an aggregate
purchase price of $5,000. The net proceeds of such offering were
used by the Company for working capital. None of the purchasers of
such Bridge Warrants is an affiliate of the Company.
(k) All Bridge Warrants, whether sold as part of the
Company's March 1996 Bridge Financing or its private placement of
Bridge Warrants completed in December 1995, entitled the holders
thereof to purchase one (1) share of the Company's Common Stock per
Bridge Warrant at an exercise price of $.50 per share from their
date of issuance until the date the Registration Statement became
effective. Had any shares of Common Stock issuable upon exercise
of the Bridge Warrants been issued such shares would have been
"restricted" securities within the meaning of the Act, but none had
been so issued.
(l) On March 15, 1996, PMC and its shareholders F. Worthy
Walker and William J. Lynton entered into an Assignment with Nano-
Tech pursuant to which PMC and Lynton transferred all of their
respective interests in Vulcan to Nano-Tech, including the interest
in the stock and profits of Vulcan and assigned PMC's interest in
that certain Management Agreement pursuant to which PMC managed
Vulcan. Mr. Walker currently is the sole officer, director and
shareholder of Nano-Tech and PMC.
PART V
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Exhibit Name
*2.1 Stock Acquisition Agreement between the Company and Loren E. Bagley and
William F. Woodburn
*2.2 Asset Acquisition Agreement between the Company and Dennis L. Spencer
*2.3 Asset Acquisition Agreement between the Company and Tyler Pipeline,
Inc.
*2.4 Stock Exchange Agreement between the Company and Ritchie County
Gathering Systems, Inc.
*2.5 Plan and Agreement of Merger between Trans Energy, Inc. (Nevada) and
Apple Corp. (Idaho), to facilitate the change of the Company's
corporate domicile to Nevada
**2.6 Agreements related to acquisition of Vulcan Energy Corporation
*3.1 Articles of Incorporation and all amendments pertaining thereto,
for Apple Corp., an Idaho corporation
*3.2 Articles of Incorporation for Trans Energy, Inc., a Nevada corporation
*3.3 Articles of Merger for the States of Nevada and Idaho
*3.4 By-Laws
*4.1 Specimen Stock Certificate
*10.1 Marketing Agreement with Sancho Oil and Gas Corporation
*10.2 Gas Purchase Agreement with Central Trading Company
*10.3 Price Agreement with Key Oil Company
*21.1 Subsidiaries
27 Financial Data Schedule
*99.1 Reserve Estimate and Evaluation of oil and gas properties
*99.2 Reserve Estimate and Evaluation for Dennis L. Spencer wells
* Previously filed as Exhibit to Form 10-SB.
** Previously filed as Exhibit to Form 8-K dated August 7, 1995.
(b) The Company did not file any reports on Form 8-K for the
three month period ended December 31, 1996.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRANS ENERGY, INC.
BY: /S/ Loren E. Bagley
(Signature)
LOREN E. BAGLEY,
President and C.E.O.
Dated: May 9, 1997
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
President, C.E.O. and
Director May 9, 1997
/S/ Loren E. Bagley Principal Financial Officer
(Signature)
Loren E. Bagley
Vice President and
Director May 9, 1997
/S/ William F. Woodburn Chief Accounting Officer
(Signature)
William F. Woodburn
May 9, 1997
/S/ John B. Sims Director
(Signature)
John B. Sims
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE TRANS ENERGY, INC. FINANCIAL
STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 481,846
<SECURITIES> 0
<RECEIVABLES> 235,757
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 777,204
<PP&E> 6,098,146
<DEPRECIATION> 1,381,129
<TOTAL-ASSETS> 5,500,343
<CURRENT-LIABILITIES> 1,360,444
<BONDS> 1,251,436
0
0
<COMMON> 3,824
<OTHER-SE> 8,926,633
<TOTAL-LIABILITY-AND-EQUITY> 5,500,343
<SALES> 1,231,762
<TOTAL-REVENUES> 1,231,762
<CGS> 1,860,854
<TOTAL-COSTS> 1,860,854
<OTHER-EXPENSES> 66,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,276,465
<INCOME-PRETAX> (1,966,506)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,966,506)
<DISCONTINUED> (1,711,877)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,638,990)
<EPS-PRIMARY> (1.12)
<EPS-DILUTED> (1.12)
</TABLE>
