UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-23530
TRANS ENERGY, INC.
(Exact name of small business issuer as specified 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)
Registrant's telephone no., including area code: (304) 684-7053
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
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 March 31, 1999
Common Stock, $.001 par value 2,464,817
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets -- March 31, 1999
and December 31, 1998. . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations --
three months ended March 31, 1999
and 1998 . . . . . . . . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Stockholders' Equity 7
Consolidated Statements of Cash Flows --
three months ended March 31, 1999
and 1998 . . . . . . . . . . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . 9
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . . . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes In Securities and Use of Proceeds. . . . . . . . 13
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . . . . . . . 14
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 15
PART I
Item 1. Financial Statements
The following unaudited Consolidated Financial Statements for
the period ended March 31, 1999 and December 31, 1998, have been
prepared by the Company.
TRANS ENERGY, INC.
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 and December 31, 1998
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
March 31, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Accounts receivable 244,423 249,528
Prepaid and other current assets 1,508 1,508
Total Current Assets 245,931 251,036
PROPERTY AND EQUIPMENT
Vehicles 94,589 94,589
Machinery and equipment 10,092 10,092
Pipelines 2,254,908 2,254,908
Well equipment 253,756 253,429
Wells 7,337,682 7,337,682
Leasehold acreage 541,625 541,625
Accumulated depreciation (1,830,897) (1,777,079)
Total Fixed Assets 8,661,755 8,715,246
OTHER ASSETS
Prepaid closing costs - 675,443
Prepaid advertising 541,318 687,173
Related party receivables - 21,231
Loan acquisition costs 3,508 3,509
Total Other Assets 544,826 1,387,356
TOTAL ASSETS $ 9,452,512 $ 10,353,638
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
1999 1998
(Unaudited)
CURRENT LIABILITIES
Cash overdraft $ 33,428 $ 5,013
Accounts payable - trade 1,124,894 1,029,461
Accrued expenses 485,456 566,469
Salaries payable 245,798 225,798
Notes payable 974,075 990,427
Debentures payable 4,818,265 4,246,744
Total Current Liabilities 7,681,916 7,063,912
NET LIABILITIES IN EXCESS OF THE ASSETS OF
DISCONTINUED OPERATIONS 104,911 104,911
LONG-TERM LIABILITIES
Notes payable 848,318 863,109
Total Long-Term Liabilities 848,318 863,109
Total Liabilities 8,635,145 8,031,932
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock: 30,000,000 shares authorized at
$0.001 par value; 2,464,817 and 2,174,817 shares
issued and outstanding, respectively 2,464 2,174
Capital in excess of par value 14,910,103 14,642,893
Accumulated deficit (14,095,200) (12,323,361)
Total Stockholders' Equity 817,367 2,321,706
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,452,512 $ 10,353,638
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended
March 31,
1999 1998
REVENUES
Oil and gas sales $ 266,860 $ 206,238
Total Revenues 266,860 206,238
COSTS AND EXPENSES
Cost of oil and gas 183,137 142,643
Salaries and wages 25,801 31,794
Depreciation and amortization 862,088 40,632
Selling, general and administrative 223,932 140,617
Total Costs and Expenses 1,294,958 355,686
Net Loss from Operations (1,028,098) (149,448)
OTHER INCOME (EXPENSE)
Interest income - 400
Interest expense (743,741) (65,325)
Total Other Income (Expense) (743,741) (64,925)
NET LOSS BEFORE INCOME TAXES (1,771,839) (214,373)
INCOME TAXES - -
NET LOSS $(1,771,839) $ (214,373)
BASIC LOSS PER SHARE $ (0.76) $ (0.04)
<PAGE>
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Capital in
Common Shares Excess of Accumulated
Shares Amount Par Value Deficit
Balance, December 31, 1997 1,415,808 $ 1,415 $ 10,751,227 $ (8,740,161)
Contribution of capital by
shareholders - - 208,210 -
Common stock issued for services
at $1.45 per share 248,812 249 360,501 -
Common stock issued for debt
conversion at $1.65 per share 36,364 36 59,964 -
Common stock issued for prepaid
closing fees at $3.27 per share 473,833 474 1,548,427 -
Contributed capital from discount
on debentures - - 1,714,564 -
Net loss for the year ended
December 31, 1998 - - - (3,583,200)
Balance, December 31, 1998 2,174,817 2,174 14,642,893 (12,323,361)
Common stock issued for services
at $1.00 per share (unaudited) 200,000 200 199,800 -
Common stock issued for debt
conversion at $0.75 per share
(unaudited) 90,000 90 67,410 -
Net loss for the three months
ended March 31, 1999 (unaudited) - - - (1,771,839)
Balance, March 31, 1999
(unaudited) 2,464,817 $ 2,464 $14,910,103 $(14,095,200)
TRANS ENERGY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,771,839) $ (214,373)
Adjustments to reconcile net loss to cash provided
(used) by operating activities:
Depreciation, depletion and amortization 1,446,637 40,632
Common stock issued for services 200,000 -
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 26,337 33,786
Increase (decrease) in accounts payable and
accrued expenses 130,335 436,060
Cash Provided (Used) by Operating Activities 31,470 296,105
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment (327) (921,409)
Cash Provided (Used) by Investing Activities (327) (921,409)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings of long-term debt - 528,875
Principal payments on long-term debt (31,143) (89,452)
Cash Provided (Used) by Financing Activities (31,143) 439,423
NET INCREASE (DECREASE) IN CASH - (185,881)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 185,881
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ - $ -
CASH PAID FOR:
Interest $ 56,438 $ 65,325
Income taxes $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for well costs $ - $ 50,000
Common stock issued for debt conversion $ 67,500 $ -
TRANS ENERGY, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
March 31, 1999 and December 31, 1998
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at
March 31, 1999 and for all periods presented have been made.
Certain information and footnote disclosures normally included
in consolidated financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the
Company's December 31, 1998 audited consolidated financial
statements. The results of operations for the periods ended
March 31, 1998 and 1998 are not necessarily indicative of the
operating results for the full years.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table sets forth the percentage relationship to
total revenues of principal items contained in the Company's
Consolidated Statements of Operations for the three month periods
ended March 31, 1999 and 1998. It should be noted that percentages
discussed throughout this analysis are stated on an approximate
basis.
Three Months Ended
March 31,
1999 1998
(Unaudited)
Total revenues. . . . . . . . . . . . . . . . . 100% 100%
Total costs and expenses. . . . . . . . . . . . 485 173
Net (loss) from operations. . . . . . . . . . . (385) (73)
Other income (expense). . . . . . . . . . . . . (279) (31)
Net (loss) before income taxes. . . . . . . . . (664) (104)
Income taxes. . . . . . . . . . . . . . . . . . - -
Net income (loss) . . . . . . . . . . . . . . . (664) (104)
Total revenues for the three months ended March 31, 1999
("first quarter of 1999") increased 29% when compared with the
three months ended March 31, 1998 ("first quarter of 1998"). This
increase is primarily attributed to the purchase of the Gulf Canada
well interests located in Powder River Basin of Wyoming. Total
costs and expenses as a percentage of total revenues increased from
173% in the first quarter of 1998 to 485% for the first quarter of
1999, and actual costs and expenses for the first quarter of 1999
increased 264% compared to the 1998 period. This increase is
attributed to significant increase in depreciation and amortization
expenses during the first quarter of 1999 related to the
acquisition of the Gulf Canada well interests. Salaries and wages
increased $5,993 (19%) to $25,801 in the first quarter of 1999
compared to the first quarter of 1998. Depreciation and depletion
increased from $40,632 in the first quarter of 1998 to $862,088 in
the first quarter of 1999 due primarily to the acquisition of the
Gulf Canada well interests. Selling, general and administrative
expenses increased $83,315 (37%) to $223,932 in the first quarter
of 1999 compared to the 1998 period. Interest expense increased
from $65,325 in the first quarter of 1998 to $743,741 in the first
quarter of 1999 due to increased borrowings related to the purchase
of the Gulf Canada interests.
The Company's net loss for the first quarter of 1999 was
$1,771,839 compared to $214,373 for the 1998 period. This increase
in the Company's net loss is attributed primarily to the increase
in interest expense and depreciation and amortization expenses
related to the Gulf Canada acquisition, and the increase in
selling, general and administrative expense.
For the remainder of fiscal year 1999, management expects
salaries and wages to remain at approximately the same rate as for
the first quarter of 1999. The cost of oil and gas produced is
expected to fluctuate with the amount produced and with prices of
oil and gas, and management anticipates that revenues are likely to
increase during the remainder of 1999.
Net Operating Losses
The Company has accumulated approximately $12,320,000 of net
operating loss carryforwards as of December 31, 1998, which may be
offset against future taxable income through the year 2014 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, 1998 or three month period ended March 31, 1999
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 March 31, 1999 was a negative $7,435,985
compared to a negative $6,812,876 at December 31, 1998. This 9%
change is primarily attributed to the 9% increase in accounts
payable from $1,029,461 as of December 31, 1998 to $1,124,894 as of
March 31, 1999, and $571,521 increase (13%) in Debentures payable
for the same periods. The decrease in working capital was
partially offset by the $81,013 (14%) decrease in accrued expenses.
The Company anticipates meeting its working capital needs
during the remainder of the current fiscal year with revenues from
operations, particularly from its newly acquired Gulf Canada
interests in Wyoming. In the event revenues are not sufficient to
meet the Company's working capital needs, it will explore the
possibility of additional funding from either the sale of debt or
equity securities. The Company has no current agreements or
arrangements for additional funding and there can be no assurance
such funding will be available to the Company or, if available, it
will be on acceptable or favorable terms to the Company.
As of March 31, 1999, the Company had total assets of
$9,452,512 and total stockholders' equity of $817,367, compared to
total assets of $10,353,638 and total stockholders' equity of
$2,321,706 at December 31, 1998. This represents a $901,126
(9%)increase in total assets and a $1,504,339 (65%) decrease in
total stockholders equity for the period. This change is primarily
attributed to a decrease in certain prepaid costs and the increase
in current liabilities due to the increases in accounts payable and
debentures payable.
At March 31, 1999, the Company had debentures payable of
$4,818,265, which represents certain convertible debentures that
matured during the first quarter of 1999. The Company currently
anticipates that either the debentures will be converted into
common stock or the Company will attempt to negotiate an extension
to the maturity date.
Inflation
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
The Company has completed its assessment of the Year 2000
issue and believes that any costs of addressing the issue will not
have a material adverse impact on the Company's financial position.
The Company believes that its existing accounting computer systems
and software will not need to be upgraded to mitigate the Year 2000
issues. The Company has not incurred any costs associated with its
assessment of the Year 2000 problem. In the event that Year 2000
issues impact the Company's accounting operations and other
operations aided by its computer system, the Company believes, as
part of a contingency plan, that it has adequate personnel to
perform those functions manually until such time that any Year 2000
issues are resolved.
The Company believes that third parties with whom it has
material relationships will not materially be affected by the Year
2000 issues as those third parties are relatively small entities
which do not rely heavily on information technology ("IT") systems
and non-IT systems for their operations. However, if the Company
and third parties upon which it relies are unable to address any
Year 2000 issues in a timely manner, it could result in a material
financial risk to the Company, including loss of revenue and
substantial unanticipated costs. Accordingly, the Company plans to
devote all resources required to resolve any significant Year 2000
issues in a timely manner.
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company to
secure additional financing, the possibility of success in the
Company's drilling endeavors, competitive factors, and other risks
detailed in the Company's periodic report filings with the
Securities and Exchange Commission.
PART II
Item 1. 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 May 14, 1997, a complaint entitled R&K Oil Company, Inc.
vs. Vulcan Energy Corporation and Trans Energy, Inc. was filed in
District Court, Andrews County, Texas, 109th Judicial District
(File #14,430). The complaint alleges the Company owes R&K Oil
Company, Inc. $126,978 as a result of business transacted by Vulcan
Energy Corporation. The complaint also seeks $500,000 for breach
of contract. The Company settled the suit for $15,000 in
December 1998.
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. Walker's employment with
Vulcan Energy Corporation, and seeks punitive and exemplary
damages. The Company denies all allegations and intends to
vigorously defend its position. Management believes that the
results of the proceedings will not have a material adverse effect
on the Company. On February 17, 1998 the Company and the above
named defendants filed a countersuit against F. Worthy Walker
alleging breach of contract, fraud and fraudulent inducement,
conversion, and breach of fiduciary duty and seeks punitive
damages.
Item 2. Changes In Securities and Use of Proceeds
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
Recent Business Developments
On March 24, 1998, the Company entered into a Plan and
Agreement of Merger with Natural Gas Technologies, Inc. ("NGT"), a
Dallas, Texas based exploration company, pursuant to which NGT was
to merge with and into the Company with the Company being the
surviving corporate entity. The merger was to be accomplished by
way of the exchange of 100% of the issued and outstanding shares of
NGT common stock and preferred stock for shares of the Company's
common stock.
On or about December 1, 1998, by mutual agreement of the
parties, the Company and NGT suspended their plans to merge and
terminated the Plan and Agreement of Merger. In anticipation of
the merger, the Company caused to be prepared and filed with the
Securities and Exchange Commission a joint proxy statement and
registration statement pursuant to Form S-4. Upon request by the
Company to the Commission, the registration statement was
withdrawn.
On May 19, 1999, The Nasdaq-Amex Market Group notified the
Company that its common stock was being removed from The
Nasdaq Stock Market because of the Company's failure to maintain
certain listing requirements and maintenance standards. The
Company's common stock will continue to be quoted on the
OTC Bulletin Board. Management is exploring its options to either
appeal the decision or to reapply for listing on The Nasdaq Stock Market.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
During the three month period ended March 31, 1999, the
Company did not file any reports on Form 8-K.
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TRANS ENERGY, INC.
Date: May 24, 1999 By /S/ Loren E. Bagley
LOREN E. BAGLEY, President
and Chief Executive Officer
(Chief Financial Officer)
Date: May 24, 1999 By /S/ William F. Woodburn
William F. Woodburn, Vice
President and Director
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE TRANS ENERGY, INC. FINANCIAL
STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 244,423
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 245,931
<PP&E> 10,492,652
<DEPRECIATION> 1,830,897
<TOTAL-ASSETS> 9,452,512
<CURRENT-LIABILITIES> 7,681,916
<BONDS> 848,318
0
0
<COMMON> 2,464
<OTHER-SE> 14,910,103
<TOTAL-LIABILITY-AND-EQUITY> 9,452,512
<SALES> 266,860
<TOTAL-REVENUES> 266,860
<CGS> 183,137
<TOTAL-COSTS> 1,294,958
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 743,741
<INCOME-PRETAX> (1,771,839)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,771,839)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,771,839)
<EPS-BASIC> (.76)
<EPS-DILUTED> (.76)
</TABLE>
