-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQwm4R3EPLxHc4YnI3iwSMkJ1oRgUkeHF0NrxPwEgzqQrYaMV0ubIbAwnfp2xDcG NKgijnTYr3aKJjBhMe4x9g== 0000095254-98-000006.txt : 19980622 0000095254-98-000006.hdr.sgml : 19980622 ACCESSION NUMBER: 0000095254-98-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980430 FILED AS OF DATE: 19980619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASPEN OIL INC CENTRAL INDEX KEY: 0000095254 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751325831 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-07965 FILM NUMBER: 98651272 BUSINESS ADDRESS: STREET 1: 777 S WADSWORTH BLVD STREET 2: IRONGATE 3 STE 201 CITY: LAKEWOOD STATE: CO ZIP: 80226 BUSINESS PHONE: 3039870925 MAIL ADDRESS: STREET 1: IRONGATE 3 STE 201 STREET 2: 777 S WADSWORTH BLVD CITY: LAKEWOOD STATE: CO ZIP: 80226 FORMER COMPANY: FORMER CONFORMED NAME: SUMMIT ENERGY INC DATE OF NAME CHANGE: 19880907 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN OIL FIELDS INC DATE OF NAME CHANGE: 19701207 10QSB 1 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, 1998 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, 1998, the Registrant had 21,092,222 shares of Common Stock outstanding. Transitional Small Business Disclosure Format: Yes ; No X CASPEN OIL, INC. AND SUBSIDIARIES FORM 10-QSB April 30, 1998 PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets. . . . . . . . . . . 1-2 Condensed Consolidated Statements of Operations. . . . . . .3-4 Condensed Consolidated Statement of Shareholders' Equity . . 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. . . . . . . . . . . . . . . . . . . . . . . . . 8-9 PART II - OTHER INFORMATION Item 4.Submission of Matters to a Vote of Security Holders . 10 Item 6.Exhibits and Reports on Form 8- K . . . . . . . . . . 10 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 11 CASPEN OIL, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) April 30, July 31, ASSETS 1998 1997 CURRENT ASSETS Cash and cash equivalents $ 262,173 $ 112,514 Accounts rec., trade 95,482 179,785 Other 4,919 1,633 ----------- ----------- 362,574 293,932 ----------- ----------- PROPERTY AND EQUIPMENT, AT COST Oil and gas properties, full cost method of accounting 19,630,085 19,763,820 Other 102,061 302,061 ----------- ----------- 19,732,146 20,065,881 Less accum. depl., deprec., and amort. 17,180,802 17,252,217 ------------ ----------- 2,551,344 2,813,664 ------------ ----------- OTHER Investments 810,127 810,127 ------------ ----------- TOTAL ASSETS $ 3,724,045 $ 3,917,723 ============ =========== 1 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable-Lender (Note 2) $ 192,996 $ 1,315,333 Notes payable-other 35,404 35,404 Accounts payable, trade 586,555 670,069 Accrued interest-Lender (Note 2) --- 893,777 Accrued interest-other 496 --- Accrued expenses 317,405 281,235 ------------ ----------- 1,132,856 3,195,819 LONG-TERM LIABILITIES Note payable-Lender (Note 2) 961,504 -- Accrued interest-Lender (Note 2) 983,022 --- ------------ ----------- 1,944,526 -- TOTAL LIABILITIES 3,077,382 3,195,819 ------------ ----------- SHAREHOLDERS' EQUITY Convertible preferred stock: Series A 600,000 600,000 Series C 300,000 300,000 Series E 125,000 125,000 Common stock 210,922 210,922 Additional paid-in capital 21,094,871 21,094,871 Note receivable-Officer (33,000) (33,000) Accumulated deficit (21,641,420)(21,566,179) ----------- ----------- 656,373 731,614 Less treasury stock 9,710 9,710 ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 646,663 721,904 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,724,045 $ 3,917,723 =========== =========== See accompanying notes to condensed consolidated financial statements. 2 CASPEN OIL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) Three months ended April 30, ------------------ 1998 1997 REVENUE Oil and gas sales $ 140,318 $ 325,404 Gain on sale of oil and gas property 156,258 100,000 Interest income 1,780 825 Other 22,188 17,895 --------- --------- 320,544 444,124 --------- --------- COSTS AND EXPENSES Production and operating 43,376 88,795 Depl., deprec., and amort. 27,912 50,360 General and administrative 36,615 156,482 Interest expense 28,209 ( 1,562) --------- --------- 136,112 294,075 --------- --------- NET INCOME 184,432 150,049 DIVIDEND REQUIREMENTS ON PREFERRED STOCK 269,775 269,775 --------- --------- LOSS APPLICABLE TO COMMON STOCK $( 85,343) $(119,726) ========= ========= LOSS PER COMMON SHARE $ * $ (.01) ========= ========= *Less than one cent ($.01) See accompanying notes to condensed consolidated financial statements. 3 CASPEN OIL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) Nine months ended April 30, ------------------ 1998 1997 REVENUE Oil and gas sales $ 388,662 $ 830,234 Gain on sale of oil and gas property 156,258 100,000 Interest income 4,628 2,050 Other 18,194 45,672 --------- --------- 567,742 977,956 --------- --------- COSTS AND EXPENSES Production and operating 145,191 255,140 Depl., deprec., and amort. 98,585 154,400 General and administrative 308,441 474,828 Interest expense 90,765 1 --------- --------- 642,982 884,369 --------- --------- NET INCOME (LOSS) ( 75,240) 93,587 DIVIDEND REQUIREMENTS ON PREFERRED STOCK 809,325 809,325 --------- --------- LOSS APPLICABLE TO COMMON STOCK $(884,565) $(715,738) ========= ========= LOSS PER COMMON SHARE $ (.04) $ (.03) ========= ========= See accompanying notes to condensed consolidated financial statements. 4
CASPEN OIL, INC. AND SUBSIDIARIES Condensed Consolidated Statement of Shareholders' Equity (Unaudited) Series A,C, E Common stock Additional Accumu- Note Total Preferred Stock paid-in lated Rec- Treasury shlders' Shares Amount Shares Amount capital deficit Officer stock equity ------- -------- ---------- ---------- ----------- ------------- ------- -------- ---------- Balance at July 31, 1997 1,025,000 $1,025,000 21,092,222 $ 210,922 $21,094,871 $(21,566,179) $(33,000) $(9,710) $ 721,904 Net loss ( 113,531) (113,531) --------- ---------- ---------- --------- ----------- ------------- --------- -------- --------- Balance at October 31,1997 1,025,000 $1,025,000 21,092,222 $ 210,922 $21,094,871 $(21,679,710) $(33,000) $(9,710) $ 608,373 Net loss ( 146,141) (146,141) --------- ---------- ---------- --------- ----------- ------------- --------- -------- --------- Balance at January 31,1998 1,025,000 $1,025,000 21,092,222 $ 210,922 $21,094,871 $(21,825,851) $(33,000) $(9,710) $ 462,232 ========= ========== ========== ========= =========== ============= ========= ======== ========= Net income 184,432 184,432 --------- ---------- ---------- --------- ----------- ------------- -------- ------- --------- Balance at April 30, 1998 1,025,000 $1,025,000 21,092,222 $ 210,922 $21,094,871 $(21,641,419) $(33,000) $(9,710) $ 646,664 ========= ========== ========== ========= ========== ============= ========= ======== =========
5 CASPEN OIL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended April 30, ------------------ 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $( 75,240) $ 93,587 Adjustments to reconcile net income to net cash used in operating activities: Depletion, depreciation, and amortization ( 71,415) 154,400 Issuance of common stock --- 33,000 Disposition of junked asset 200,000 --- Changes in operating assets and liabilities: (Increase) decrease in accounts receivable 84,303 ( 52,238) (Increase) decrease in other assets ( 3,286) 17,450 Decrease in notes/accts. payable (244,348) (268,719) Increase (decrease) in accrued expenses 125,910 98,177 ---------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 15,924 75,657 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposition of property and equipment 138,217 4,506 Purchase of property and equipment ( 4,482) (11,021) ---------- -------- NET CASH PROVIDED BY (USED FOR)INVESTING ACTIVITIES 133,735 ( 6,515) --------- --------- INCREASE IN CASH AND CASH EQUIVALENTS 149,659 69,142 CASH AND CASH EQUIVALENTS, BEGINNING 112,514 94,131 --------- --------- CASH AND CASH EQUIVALENTS, ENDING $ 262,173 $163,273 ========= ========= See accompanying notes to condensed consolidated financial statements. 6 CASPEN OIL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements Nine Months Ended April 30, 1998 (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, 1998, and the results of operations for the nine month periods ended April 30, 1998 and 1997. 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/A. (2) Note payable - Lender Note payable to Lender with interest at prime plus 1%, due September, 2004; collateralized by 100% of the outstanding stock of the Company's wholly-owned subsidiary, Summit Overseas Exploration, Inc. ("Summit") and by all of the oil and gas interests and properties owned by Summit, save and except for Summit's interest owned through its Kern River, plc investment, located in Bakersfield, California. Principal only payments of $16,083 are due and payable monthly to the Lender with interest accruing and becoming due and payable in three (3) thirty (30) month tranches with the first payment being due and payable September 30, 1999; the second payment due and payable March 31, 2002; and the third payment due and payable September 30, 2004. Additionally, $851,192 of interest that had accrued and had remained unpaid on the loan to the Lender for the period up to and including March 31, 1997 will become due and payable on or before September 30, 2004. Current portion of principal due to Lender at April 30, 1998 $ 192,996 Long-term portion of principal due to Lender at April 30, 1998 961,504 --------- Total Principal due to Lender at April 30 1998 $1,154,500 ========= 7 CASPEN OIL, INC. AND SUBSIDIARIES (2) Note payable - Lender (continued) Long term portion of accrued interest due to Lender at April 30, 1998 $ 983,022 ======== 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/A for the fiscal year ended July 31, 1997. Liquidity and Capital Resources During the nine months ended April 30, 1998, the working capital deficit decreased from July 31, 1997, by approximately $2,132,000. This decrease is due largely to the reclassification to long-term liability that portion of lender principal and accrued interest considered a current liability at July 31, 1997 and to the pay down of certain outstanding trade payables. The Company's current liabilities exceed current assets by $770,282 at April 30, 1998. The working capital deficit at April 30, 1998, is due primarily to the Company's debt due to its Lender (See Note 2) and to outstanding trade and note payables of an approximate $600,000. The Company anticipates that with its current cash position it will have sufficient working capital to meet its obligations throughout the remaining fiscal year. Results of Operations Oil and gas revenues were significantly lower in the nine months ended April 30, 1998, as compared to the nine months ended April 30, 1997. This reduction in oil and gas revenue was a result of the sale of various oil and gas interests which facilitated the reduction in debt, as well as lower overall oil and gas prices received for production in the first nine months of fiscal year 1998 as compared to the same period in fiscal year 1997. The Company experienced equal gas prices in the nine months ended April 30, 1998, compared with those received in the same period last year, and significantly lower oil prices were experienced in the first nine months of fiscal year 1998 when compared with the 8 CASPEN OIL, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis or Plan of Operation, Continued Results of Operations (Continued) same period last year. Average oil and gas prices received in the nine months ended April 30, 1998, were approximately $16.00 per barrel of oil and $2.00 per mcf gas as compared to approximately $19.00 per barrel of oil and $2.00 per mcf gas for the nine months ended April 30, 1997. The Company reported a net loss of $(75,240) for the nine months ended April 30, 1998, compared to a net income of $93,587 for the nine months ended April 30, 1997. This is primarily due to the sale of various oil and gas interests which facilitated the reduction in debt, as well as, to lower oil and gas revenues for the nine months ended April 30, 1998, and an increase in interest expense accrued but unpaid to the Company's lender, as compared with the nine months ended April 30, 1997. Oil and gas revenues approximated $389,000 for the nine months ended April 30, 1998, while revenues for the same period in 1997 approximated $830,000. Production and operating expenses for the nine months ended April 30, 1998, were approximately $145,000, as compared to the nine months ended April 30, 1997, which were approximately $255,000. General and administrative expenses for the nine months ended April 30, 1998, decreased by approximately $166,000 from the corresponding nine months ended April 30, 1997. 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 or Series C or 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, 1998, dividends on the Company's Series A Shares are in arrears $20.24 per share for a total of $12,133,502. 9 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 10 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 19, 1998 By:/s/ Gary N. Davis Gary N. Davis, Treasurer 11 EX-27 2
5 0000095254 CASPEN OIL INC 9-MOS JUL-31-1998 AUG-01-1997 APR-30-1998 262,173 0 95,482 0 0 362,574 19,732,146 17,180,802 3,724,045 1,132,856 0 600,000 425,000 210,922 (589,259) 3,724,045 388,662 567,742 145,191 642,982 809,325 0 0 0 0 0 0 0 0 (884,565) (.04) 0
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