SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For Quarter Ended Commission File Number
April 30, 1995 1-7965
CASPEN OIL, INC.
(Exact name of registrant as specified in its charter)
Nevada 75-1325831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 S. Wadsworth Boulevard
Irongate 3, Suite 201
Lakewood, CO 80226
(Address or principal executive offices)
(303) 987-0925
(Registrant's telephone number, including area code)
(Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.
Yes X No
As of April 30, 1995, the Registrant had 18,092,249 shares of
Common Stock outstanding.
Transitional Small Business Disclosure Format: Yes ;
No X
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES
FORM 10-QSB
April 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets . . . . . . . . . 1
Condensed Consolidated Statements of Operations . . . 2-3
Condensed Consolidated Statement of
Shareholders' Equity . . . . . . . . . . . . . . . . 4-5
Condensed Consolidated Statements of Cash Flows . . . . 6
Notes to Condensed Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis or
Plan of Operation . . . . . . . . . . . . . 9-10
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
<TABLE>
<CAPTION>
CASPEN OIL, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
April 30, July 31,
ASSETS 1995 1994
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 560,903 $ 628,955
Accounts receivable and prepaid expenses 291,551 430,610
852,454 1,059,565
PROPERTY AND EQUIPMENT, AT COST
Oil and gas properties, full cost method of accounting 20,383,178 20,284,545
Other 302,061 302,061
20,685,239 20,586,606
Less accumulated depletion, depreciation and amortization 16,751,621 16,442,189
3,933,618 4,144,417
OTHER 58,662 27,670
TOTAL ASSETS $ 4,844,734 $ 5,231,652
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 1,695,000 $ 1,707,500
Accounts payable 883,401 1,273,182
Accrued expenses 302,928 239,828
2,881,329 3,220,510
NOTE PAYABLE, OTHER, LONG-TERM 30,000 30,000
SHAREHOLDERS' EQUITY
Convertible preferred stock:
Series A 600,000 600,000
Series C 300,000 300,000
Series E 125,000 125,000
Series F - 241,000
Common stock 180,922 8,996,125
Additional paid-in capital 21,091,871 12,865,705
Accumulated deficit (20,354,678) (20,098,771)
1,943,115 3,029,059
Less treasury stock 9,710 1,047,917
1,933,405 1,981,142
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 4,844,734 $ 5,231,652
See accompanying notes to condensed consolidated financial statements.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
CASPEN OIL, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
Three months ended
April 30,
1995 1994
REVENUE
<S> <C> <C>
Oil and gas sales $ 228,600 $ 360,617
Overhead income 12,415 12,938
Interest income 9,789 6,295
Other 1,998 2,641
252,802 382,491
COSTS AND EXPENSES
Production and operating 116,186 312,612
Depletion, depreciation, and amortization 103,144 80,690
General and administrative 198,171 286,344
Interest expense 32,297 35,237
449,798 714,883
NET INCOME (LOSS) (196,996) (332,392)
DIVIDEND REQUIREMENTS ON PREFERRED STOCK 269,775 176,538
LOSS APPLICABLE TO COMMON STOCK $(466,771) (508,930)
LOSS PER COMMON SHARE $ (.03) $ (.03)
See accompanying notes to condensed consolidated financial statements.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CASPEN OIL, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
Nine months ended
April 30,
1995 1994
REVENUE
<S> <C> <C>
Oil and gas sales $ 891,958 $1,635,161
Overhead income 39,992 32,070
Interest income 21,530 21,182
Other 267,104 3,503
1,220,584 1,691,916
COSTS AND EXPENSES
Production and operating 439,999 699,152
Depletion, depreciation, and amortization 309,432 288,772
General and administrative 634,635 955,882
Interest expense 92,425 105,990
1,476,491 2,049,796
NET LOSS (255,907) (357,880)
DIVIDEND REQUIREMENTS ON PREFERRED STOCK 809,550 529,614
LOSS APPLICABLE TO COMMON STOCK $(1,065,457) $(887,494)
LOSS PER COMMON SHARE $ (.06) $ (.05)
See accompanying notes to condensed consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CASPEN OIL, INC.
AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
(Unaudited)
Preferred Stock Common Stock Addition Accumu- Total
Paid In lated Treasury Share-
Series Shares Amount Shares Amount Capital deficit stock equity
Balance at
July 31,
1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A 600,000 $600,000 17,992,249 $ 179,922 $21,681,908 $(20,098,771) $(1,047,917) $1,981,142
C 300,000 300,000
E 125,000 125,000
F 241,000 241,000
Sale of Series A Preferred Stock
(207,694 shares
sold for $1.00 per share) (831,037) 1,038,731 207,694
Purchase of Series A Preferred Stock
(100 shares purchased
for $1.00 per share) (100) (100)
Net Income for the three months ended October 31, 1994 99,003 99,003
Balance at October 31, 1994
A 600,000 $600,000 17,992,249 $ 179,922 $20,850,871 $(19,999,768) $(9,286) $2,287,739
C 300,000 $300,000
E 125,000 $125,000
F 241,000 $241,000
Purchase of Series A Preferred Stock
(300 shares purchased for $1.00 per share) (300) (300)
Purchase of Common Stock
(449 shares purchased for $.05 per share) (23) (23)
Cancellation of Series F Preferred
Stock (241,000) (241,000) 241,000
Net Loss for the three months
ended January 31, 1995 (157,914) (157,914)
Balance at January 31, 1995A600,000$600,000 17,992,249 $ 179,922 $21,091,871 $(20,157,682) $(9,609) $2,129,502
C 300,000 $300,000
E 125,000 $125,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
4CASPEN OIL, INC.
AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
(Unaudited)
Preferred Stock Common Stock Additional Accum- Total
Paid-in ulatated Treasury Stockholders'
Series Shares Amount Shares Amount capital deficit stock equity
Balance
<S> <C> <C> <C> <C> <C> <C> <C> <C>
at A 600,000 $600,000 17,992,249 $ 179,922 $21,091,871 $(20,157,682) $( 9,609) $2,129,502
Jan 31, C 300,000 $300,000
1995 E 125,000 $125,000
Purchase of
Series A
Preferred Stock
(100 shares
purchased for
$1.00 per share) (100)) (100)
Issuance of 100,000 shares Common Stock
for services 100,000 1,000 1,000
Purchase of Common Stock
(15 shares purchased for $.13 per share) (1) (1)
Net Income for the three months
ended April 30, 1995 9,486 9,486
Balance at A 600,000 $600,000 18,092,249 $ 180,922 $21,091,871 $(20,148,196) $( 9,710) $2,139,887
April 30, C 300,000 $300,000
1995 E 125,000 $125,000
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CASPEN OIL, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
April 30,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss $(255,907) $(357,880)
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depletion, depreciation, and amortization 309,432 286,540
Issuance of common stock for services 1,000 125,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable
and prepaid expenses 139,059 (251,724)
Increase (decrease) in accounts payable and
accrued expenses (326,681) 253,173
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (133,097) 55,109
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposition of property and equipment 6,754 311,664
Purchase of property and equipment, net of property
sales and well credits (105,388) (332,455)
(Increase) Decrease in other assets ( 30,992) 6,729
Other - 500
NET CASH USED IN INVESTING ACTIVITIES (129,626) ( 13,562)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on note payable ( 12,500) (300,000)
Sale of treasury stock for working capital 207,694 -
Purchase of treasury stock ( 523) -
Proceeds from issuance of Series E Preferred Stock - 500,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 194,671 200,000
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (68,052) 241,547
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 628,955 613,245
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 560,903 $ 854,792
See accompanying notes to condensed consolidated financial statements.
</TABLE>
6
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Nine Months Ended April 30, 1995
(1) Basis of Presentation
The condensed interim consolidated financial statements included
herein are unaudited but in the opinion of management reflect all
adjustments (consisting of normal recurring accruals) necessary for a
fair presentation of the financial position of the Company at April
30, 1995, and the results of operations for the nine month periods
ended April 30, 1995, and 1994. Interim results are not necessarily
indicative of expected annual results because of the impact of prices
obtained for oil and gas and other factors. These condensed
consolidated financial statements should be read in conjunction with
the consolidated financial statements of the Company, and related
notes thereto, included in its annual report on Form 10-KSB.
(2) Related Party Capital Transaction
In October 1994, the Company sold 207,694 Series A Preferred shares
held in its Treasury for one dollar ($1.00) per share to its largest
common shareholder, Trans Energy, Inc., a wholly owned subsidiary of
Churchill U.S.A., Inc. The offer was made by the Company initially to
its largest Series A Preferred Shareholder, MCorp Management ("MCorp);
however, MCorp declined purchasing the shares. The sale enhanced the
Company's working capital.
(3) Daiwa Bank, Ltd. Loan Restructure
The Company and its primary lending institution, the Daiwa Bank, Ltd.
("Daiwa") are currently discussing terms to allow for the
restructuring of the $1,685,000 of outstanding debt owed to Daiwa.
There can be no assurance that Daiwa will agree to do so, nor can
there be any assurance that Daiwa will not proceed to foreclose on the
oil and gas properties which secure the debt until terms are
finalized.
(4) Change In Par Value of Common Stock
The Board of Directors of the Company deemed it appropriate to propose
a reduction in the par value of the Common Shares from $.50 per share
to $.01 per share. The shareholders approved the proposal for the
reduction in the stated par value during the last proxy vote at the
annual meeting held November 29, 1994. The Company submitted Amended
and Restated Articles of Incorporation reflecting this change with the
Nevada Secretary of State. The change in par value became effective
via approval from the Nevada Secretary of State on December 14, 1994.
With respect to the presentation of these financial statements, all
periods presented herein reflect the change in par value of the
Company's Common Stock from $.50 to $.01.
<PAGE>
7
CASPEN OIL, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
Nine Months Ended April 30, 1995
(5) Consolidated European Ventures Limited Exchange Agreement
On January 31, 1995, the Company executed an Exchange Agreement
("Agreement") with Consolidated European Ventures Limited ("CEV") in
an effort between the two parties to equitablely close out the
original Exchange and Reorganization Agreement attempted last fiscal
year.
The basic terms of the Agreement called for CEV to transfer and
deliver to the Company the 241,000 shares of Series F Preferred Stock
(originally issued pursuant to the terms of the Exchange and
Reorganization Agreement dated March 7, 1994) and having a liquidation
value of $100,000,000, in exchange for the Company transferring and
delivering to CEV, 60 shares of the common stock owned by the Company
in Mercury Sales and Distribution, Inc. ("Mercury") (also originally
issued pursuant to the terms of the Exchange and Reorganization
Agreement of March 7, 1994) which represents 60% of the issued and
outstanding shares of Mercury. The Company retains a 40% equity
ownership in Mercury for the discharge of $457,000 due the Company by
CEV. As of July 31, 1994, the Company had fully impaired a receivable
in the amount of $370,000 from Mercury. The Company will not assign a
value to its 40% ownership in Mercury at this time.
(6) Consolidation of Working Interest in Nukern Lease
In an Agreement between Summit Overseas Exploration, Inc. (wholly-
owned subsidiary of the Company) ("Summit"), the Villiers Group plc
and Churchill U.S.A., Inc., the respective Boards of Directors of each
determined in the best interests of their respective shareholders to
capitalize a newly formed company, CSV Holdings, Inc., a Colorado
corporation ("CSV") for the purpose of administering the Nukern lease
holdings of each to maximize the value of the lease and to enhance its
salability.
To its end, the Company, through it's wholly-owned subsidiary, Summit,
transferred its 42.22% working interest in the Nukern lease to CSV as
its share of the capitalization, along with a working capital loan to
CSV of $42,223. The working capital loan is tied to a promissory note
dated December 1, 1994, with principal and interest, at six percent,
due in full December 1, 1998. The use of the working capital will be
for maintenance of the Nukern lease and for future steam flood
expansion of the lease.
The Company also received a net revenue production note of $1,926,345
from CSV in exchange for the assignment of its working interest in the
Nukern lease to CSV. The net revenue production note, dated December
1, 1994, has principal and interest, at six percent, scheduled to be
payable beginning January 1, 1997, in quarterly payments equal to 25%
of the net production revenue from 42.22% working interest in the
Nukern lease during each calendar quarter. The Company has not
<PAGE>
recorded the net revenue production note as its realization relies
upon net production revenue to be generated in the unforeseeable
future.
8
CASPEN OIL, INC.
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the condensed consolidated
financial statements included in this report and the consolidated financial
statements and notes contained in the Company's annual report on Form
10-KSB for the fiscal year ended July 31, 1994.
Liquidity and Capital Resources
During the nine months ended April 30, 1995, the working capital deficit
decreased from July 31, 1994, by approximately $136,000. This decrease is
due largely to a decrease in trade accounts payable.
The Company's current liabilities exceed current assets by $2,028,875 at
April 30, 1995. The working capital deficit at April 30, 1995, is due
primarily to the $1,685,000 of the Company's debt due to Daiwa Bank which
matured in June 1993.
The Company anticipates that given its current cash position and assuming a
satisfactory resolution of the Daiwa matter, it will have sufficient
working capital to meet its obligations during the ensuing fiscal year.
<PAGE>
9
CASPEN OIL, INC.
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis or Plan of Operation,
Continued
Results of Operations
Oil and gas revenues were substantially lower in the nine months ended
April 30, 1995, as compared to the nine months ended April 30, 1994. This
was attributable to the following:
- higher gas prices in 1994
- oil production at the Vermilion Bay lease has decreased over 1994
and oil prices from this lease are $2.00 lower per barrel than in
1994
- the Nukern lease was not producing in fiscal 1995, as it was in
fiscal year 1994. The Company has assigned its interest in the
Nukern to CSV Holdings.- the West Delta lease in Louisiana continue
s to be in dispute over
unauthorized and excessive joint interest billings by Torch
Operating and operations of the lease are in a state of flux due to
the apparent unauthorized appointment and assignment of
operations to a new operator leaving future revenues from this
lease in question
- the Manville Forrest Products #1-10 lease, a non-operated property,
shut-in since the September 1994 production
month, went to water and a subsequent re-work to perforate a new zone,
up hole, is currently being performed by the operator. The Company
owns approximately a 33% interest in this lease. The MFP #1-10
is now in production at somewhat less volume than before the re-
work.
The Company experienced lower gas prices in the nine months ended April 30,
1995, compared with those received in the same period last year, whereas
higher oil prices were experienced in the first nine months of fiscal year
1995 when compared with the same period last year. Average oil and gas
prices received in the nine months ended April 30, 1995, were approximately
$16.00 per barrel of oil and $1.40 per MCF gas as compared to approximately
$13.00 per barrel of oil and $1.80 per MCF gas for the nine months ended
April 30, 1994.
The Company reported a net loss of $(255,907) for the nine months ended
April 30, 1995, compared to a net loss of ($357,880) for the nine months
ended April 30, 1994. Although oil and gas revenues were substantially
lower in the nine months ended April 30, 1995, than in the same period in
1994, production and operating expenses and general and administrative
expenses were also lower in 1995 than 1994. Oil and gas revenues
approximated $892,000 for the nine months ended April 30, 1995, while
revenues for the same period in 1994 approximated $1,635,000. Production
and operating expenses for the nine months ended April 30, 1995, were
approximately $440,000, as compared to the nine months ended April 30,
<PAGE>
1994, which were approximately $699,000. The increase in lease operating
expenses to 49 percent of oil and gas sales from 43 percent reflects the
activities detailed above with respect to the decrease in oil and gas
revenues for the nine months ended April 30, 1995.
General and administrative expenses for the nine months ended April 30,
1995, decreased by approximately $321,000 from the corresponding nine
months ended April 30, 1994. This decrease primarily related to lower
costs of merger and acquisition activities.
Series A Preferred Stock Cumulative Dividends In Arrears
The terms of the Series A Shares provide that no dividends may be paid on
the Common Shares, Series C or Series E Preferred Shares while dividends on
the Series A Shares are in arrears. The Company has not paid any dividends
on the Series A Shares since June 30, 1988. As of April 30, 1995,
dividends on the Company's Series A Shares are in arrears $14.839 per share
for a total of $8,896,202.
10
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - none
(b) Reports on Form 8-K - none
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASPEN OIL, INC.
June 12, 1995 By:
Gary N. Davis, Treasurer
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASPEN OIL, INC.
June 12, 1995 By:/s/ Gary N. Davis
Gary N. Davis, Treasurer
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000095254
<NAME> CASPEN OIL, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> APR-30-1995
<CASH> 560,903
<SECURITIES> 0
<RECEIVABLES> 291,551
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 852,454
<PP&E> 20,685,239
<DEPRECIATION> 16,751,621
<TOTAL-ASSETS> 4,844,734
<CURRENT-LIABILITIES> 2,881,329
<BONDS> 0
<COMMON> 180,922
600,000
425,000
<OTHER-SE> 727,483
<TOTAL-LIABILITY-AND-EQUITY> 4,844,734
<SALES> 891,958
<TOTAL-REVENUES> 1,220,584
<CGS> 439,999
<TOTAL-COSTS> 944,067
<OTHER-EXPENSES> 809,550
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 92,425
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,065,457)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> 0
</TABLE>
