FORM 10-Q-SB\A-1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
MARK ONE
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
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 0-9494
ASPEN EXPLORATION CORPORATION
-----------------------------------------------
(Exact Name of Aspen as Specified in its Charter)
Delaware 84-0811316
------------------------------ -----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Suite 208, 2050 S. Oneida St.,
Denver, Colorado 80224-2426
-------------------------------------- --------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (303) 639-9860
Indicate by check mark whether Aspen (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that Aspen was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at November 12, 2003
Common stock, $.005 par value 5,863,828
Transitional small business disclosure format: Yes X No
----- -----
Part One. FINANCIAL INFORMATION
Item 1. Financial Statements
ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, June 30,
2003 2003
--------- ---------
(Unaudited) (Audited)
Current Assets:
Cash and cash equivalents, including $495,236 and ........ $ 966,399 $ 776,566
$516,365 of invested cash at September 30, 2003 and
June 30, 2003 respectively
Precious metals .......................................... 18,823 18,823
Accounts receivables ..................................... 332,004 269,259
Receivable, related party ................................ 13,003 6,302
Prepaid expenses ......................................... 12,706 22,181
--------- ---------
Total current assets ................................ 1,342,935 1,093,131
--------- ---------
Investment in oil and gas properties, at cost (full cost
method of accounting) .................................... 6,863,479 6,723,579
Less accumulated depletion and valuation allowance ....... (2,797,469) (2,674,469)
--------- ---------
4,066,010 4,049,110
--------- ---------
Property and equipment, at cost:
Furniture, fixtures and vehicles ......................... 112,562 112,562
Less accumulated depreciation ............................ (68,778) (64,178)
--------- ---------
43,784 48,384
--------- ---------
TOTAL ASSETS ........................................ $ 5,452,729 $ 5,190,625
========= =========
(Statement Continues)
See notes to Consolidated Financial Statements
2
ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, June 30,
2003 2003
---- ----
(Unaudited) (Audited)
Current liabilities:
Accounts payable and accrued expenses .......... $ 189,734 $ 581,895
Accounts payable - related party ............... 47,793 17,685
Advances from joint interest owners ............ 726,781 150,821
----------- -----------
Total current liabilities ...................... 964,308 750,401
----------- -----------
Asset retirement obligation .................... 15,841 17,841
Deferred income taxes .......................... 131,350 131,350
----------- -----------
Total long term liabilities .................... 147,191 149,191
----------- -----------
Total liabilities .............................. 1,111,499 899,592
----------- -----------
Stockholders' equity:
Common stock, $.005 par value:
Authorized: 50,000,000 shares
Issued: At September 30, 2003 5,863,828
and June 30, 2003: 5,863,828 ............... 29,320 29,320
Capital in excess of par value ................. 6,025,797 6,025,797
Accumulated deficit ............................ (1,706,703) (1,756,900)
Deferred compensation .......................... (7,184) (7,184)
----------- -----------
Total stockholders' equity ..................... 4,341,230 4,291,033
----------- -----------
Total liabilities and stockholders' equity ..... $ 5,452,729 $ 5,190,625
=========== ===========
See Notes to Consolidated Financial Statements
3
ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30,
-------------
(unaudited)
2003 2002
----------- -----------
Revenues:
Oil and gas ..................................... $ 341,926 $ 198,431
Management fees ................................. 45,915 62,729
Interest and other, net ......................... 496 3,736
----------- -----------
Total Revenues .................................... 388,337 264,896
----------- -----------
Costs and expenses:
Oil and gas production .......................... 39,102 37,914
Depreciation, depletion and amortization ........ 127,600 85,420
Selling, general and administrative ............. 171,438 185,800
----------- -----------
Total Costs and Expenses .......................... 338,140 309,134
----------- -----------
Income (loss) before taxes ........................ 50,197 (44,238)
----------- -----------
Provision for income taxes ........................ -0- -0-
----------- -----------
Net income (loss) ................................. $ 50,197 $ (44,238)
=========== ===========
Basic income (loss) per common share .............. $ .01 $ (.01)
=========== ===========
Diluted income (loss) per common share ............ $ .01 $ (.01)
=========== ===========
Basic weighted average number of common shares
outstanding ....................................... 5,863,828 5,863,828
=========== ===========
Diluted weighted average number of common shares
outstanding ....................................... 5,917,538 5,863,828
=========== ===========
The accompanying notes are an integral
part of these statements.
4
ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three months ended
September 30,
2003 2002
-------------------
Cash flows from operating activities:
------------------------------------
Net income (loss) ................................ $ 50,197 $ (44,238)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation, depletion & amortization ......... 127,600 85,420
Changes in assets and liabilities:
Decrease (increase) in receivable .............. (71,446) 220,820
Decrease in prepaid expense .................... 9,475 3,426
Increase in accounts payable and accrued expense 213,907 414,697
----------- -----------
Net cash provided by operating activities ...... 329,733 680,125
----------- -----------
Cash flows from investing activities:
------------------------------------
Additions to oil and gas properties ............ (139,900) (141,520)
Proceeds - sale of oil and gas properties ...... -0- 69,422
Proceeds - sale of idle equipment .............. -0- 1,155
----------- -----------
Net cash (used) by investing activities ........ (139,900) (70,943)
----------- -----------
Net increase in cash and cash equivalents ...... 189,833 609,182
Cash and cash equivalents, beginning of year ... 776,566 916,001
----------- -----------
Cash and cash equivalents, end of year ......... $ 966,399 $ 1,525,183
=========== ===========
The accompanying notes are an integral
part of these statements.
5
ASPEN EXPLORATION CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 2003
Note 1 BASIS OF PRESENTATION
The accompanying financial statements are unaudited. However, in our
opinion, the accompanying financial statements reflect all adjustments,
consisting of only normal recurring adjustments, necessary for fair
presentation. Interim results of operations are not necessarily indicative
of results for the full year. These financial statements should be read in
conjunction with our Annual Report on Form 10-KSB for the year ended June
30, 2003.
Except for the historical information contained in this Form 10-QSB, this
Form contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
discussed in this Report. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in this Report
and any documents incorporated herein by reference, as well as the Annual
Report on Form 10-KSB for the year ended June 30, 2003.
Note 2 ASSET RETIREMENT OBLIGATION
Effective July 1, 2002, we adopted the provisions of SFAS No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 143 generally
applies to legal obligations associated with the retirement of long-lived
assets that result from the acquisition, construction, development and/or
the normal operation of a long-lived asset. SFAS No. 143 requires us to
recognize an estimated liability for the plugging and abandonment of our
gas wells. As of June 30, 2003, we recognized the future cost to plug and
abandon the gas wells over the estimated useful lives of the wells in
accordance with SFAS No. 143. A liability for the fair value of an asset
retirement obligation with a corresponding increase in the carrying value
of the related long-lived asset is recorded at the time a well is completed
and ready for production. We will amortize the amount added to the oil and
gas properties and recognize accretion expense in connection with the
discounted liability over the remaining life of the respective well. The
estimated liability is based on historical experience in plugging and
abandoning wells, estimated useful lives based on engineering studies,
external estimates as to the cost to plug and abandon wells in the future
and federal and state regulatory requirements. The liability is a
discounted liability using a risk-free rate of 5%. Revisions to the
liability could occur due to changes in plugging and abandonment costs,
useful well lives or if federal or state regulators enact new regulations
on the plugging and abandonment of wells.
6
Note 2 ASSET RETIREMENT OBLIGATION (CONTINUED)
A reconciliation of our liability for the year ended September 30, 2003 is
as follows:
Asset retirement obligations as of
June 30, 2003 $17,841
Liabilities settled (2,000)
Accretion expense -0-
Revision of estimate -0-
-------
Asset retirement obligation as of
September 30, 2003 $15,841
=======
Note 3 EARNINGS PER SHARE
We follow Statement of Financial Accounting Standards ("SFAS") No. 128,
addressing earnings per share. SFAS No. 128 established the methodology of
calculating basic earnings per share and diluted earnings per share. The
calculations differ by adding any instruments convertible to common stock
(such as stock options, warrants, and convertible preferred stock) to
weighted average shares outstanding when computing diluted earnings per
share.
The following is a reconciliation of the numerators and denominators used
in the calculations of basic and diluted earnings per share. We had a net
income of $50,197 for the three months ended September 30, 2003 and a net
loss of $44,238 for the three months ended September 30, 2002. Because of
the net loss for the three months ended September 30, 2002, the basic and
diluted average outstanding shares are considered the same, since including
the dilutive shares would have an antidilutive effect on the loss per share
calculation.
September 30, 2003
------------------
Per
Net Share
Income Shares Amount
------ ------ ------
Basic earnings per share:
Net income and
share amounts $50,197 5,863,828 $ .01
Dilutive securities:
stock options 776,000
Repurchased shares (722,290)
--------------------------------
Diluted earnings per share:
Net income and assumed
share conversion $50,197 5,917,538 $ .01
======= ========= =====
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Note 4 SEGMENT INFORMATION
We operate in one industry segment within the United States, oil and gas
exploration.
Identified assets by industry are those assets that are used in our
operations in that industry. Corporate assets are principally cash, cash
surrender value of life insurance, furniture, fixtures and vehicles.
We have adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information." SFAS No. 131 requires the presentation of
descriptive information about reportable segments which is consistent with
that made available to the management of the Company to assess performance.
Our oil and gas segment derives its revenues from the sale of oil and gas
and prospect generation and administrative overhead fees charged to
participants in our oil and gas ventures. Corporate income is primarily
derived from interest income on funds held in money market accounts.
During the three months ended September 30, 2003 and 2002 there were no
intersegment revenues. The accounting policies applied by each segment are
the same as those used by us in general.
There have been no differences from the last annual report in the basis of
measuring segment profit or loss. There have been no material changes in
the amount of assets for any operating segment since the last annual report
except for the oil and gas segment which capitalized approximately $139,900
for the development and acquisition of oil and gas properties.
8
Note 4 SEGMENT INFORMATION (CONTINUED)
Segment information consists of the following for the three months ended
September 30:
Oil and Gas Corporate Consolidated
----------- --------- ------------
Revenues:
2003 $ 387,841 $ 496 $ 388,337
2002 261,160 3,736 264,896
Income (loss) from operations:
2003 $ 225,739 $ (175,542) $ 50,197
2002 142,216 (186,484) (44,238)
Identifiable assets:
2003 $ 4,183,438 $ 1,269,291 $ 5,452,729
2002 3,312,792 1,861,827 5,174,619
Depreciation, depletion and valuation
charged to identifiable assets:
2003 $ (2,797,469) $ (68,778) $ (2,866,247)
2002 (2,343,649) (50,230) (2,393,879)
Capital expenditures:
2003 $ 139,900 $ -0- $ 139,900
2002 141,520 -0- 141,520
Note 5 MAJOR CUSTOMERS
We derived in excess of 10% of our revenue from various sources (oil and
gas sales) as follows:
The Company
-----------
A B C
- - -
Year ended:
September 30, 2003 29% 53% -
September 30, 2002 30% 50% 13%
9
Note 6 COMMITMENTS AND CONTINGENCIES
At September 30, 2003 the Company was committed to the following drilling
and development projects in California:
Project Aspen Cost
------- ----------
Mengali-Durst #22-1 $ 40,000
Sac Outing Farms #31-3 44,000
West Grimes 3-D 80,000
Verona Pipeline 70,000
---------
Total $ 234,000
=========
Note 7 INCOME TAXES
The Company has made no provision for income taxes for the three month
period ended September 30, 2003 since it utilizes net operating loss
carryforwards. The Company had approximately $1,796,000 of such
carryforwards at June 30, 2003.
Note 8 SUBSEQUENT EVENTS
On October 1, 2003 we commenced drilling operations on the Mengali-Durst
#22-1, an 8,400 foot exploratory gas well in Colusa County, California.
Electric logs were run on the Mengali-Durst #22-1 well. Although there were
some good mud log shows (170 units - 445 units) across the potential Forbes
gas sand (8,090 feet to 8,140 feet), the electric logs indicated that this
zone was tight and/or wet. The well was plugged and abandoned October 12,
2003 at a total estimated cost to us of $40,000.
On October 17, 2003 we commenced drilling operations on the Sac Outing
Farms #31-3, a 9,400 foot exploratory gas well in Colusa County,
California. Electric logs were run on the Sac Outing #31-3 well. Although
there were some good mud log shows (85 units - 210 units) across the
potential Forbes gas sand (8,990 feet to 9,046 feet), the electric logs
indicated that this zone was tight and/or wet. There was one 2 foot
apparent gas sand at 9,140 feet to 9,142 feet which had 6.5 ohms of
formation resistivity, good permeability, an 85 unit gas show, and a decent
sonic response. After discussions with the majority of the working interest
partners, it was determined that the completion costs could not be
justified by a 2 foot gas sand. The well was plugged and abandoned October
27, 2003 at a total estimated cost to us of $44,000.
Note 9 NEW ACCOUNTING PRONOUNCEMENTS
In December 2002, the FASB approved SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123". SFAS No. 148 amends SFAS No. 123, "Accounting for
Stock-Based Compensation" to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 amends the
10
disclosure requirements of SFAS No. 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on
reported results. SFAS No. 148 is effective for financial statements for
fiscal years ending after December 15, 2002. The Company will continue to
account for stock based compensation using the methods detailed in the
stock-based compensation accounting policy.
In April 2003, the FASB approved SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS No. 149 is not
expected to apply to the Company's current or planned activities.
In June 2003, the FASB approved SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity".
SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity. This Statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June
15, 2003. SFAS No. 150 is not expected to have an effect on the Company's
financial position.
11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This should be read in conjunction with the management's discussion and
analysis of financial condition and results of operations contained in our
Annual Report on Form 10-KSB for the year ended June 30, 2003, which has been
filed with the Securities and Exchange Commission. This management's discussion
and analysis and other portions of this report contain forward-looking
statements (as such term is defined in Section 21E of the Securities Exchange
Act of 1934, as amended). These statements reflect our current expectations
regarding our possible future results of operations, performance, and
achievements. These forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Wherever possible, we have tried to identify these forward-looking
statements by using words such as "anticipate," "believe," "estimate," "expect,"
"plan," "intend," and similar expressions. These statements reflect our current
beliefs and are based on information currently available to us. Accordingly,
these statements are subject to certain risks, uncertainties, and contingencies,
which could cause our actual results, performance, or achievements to differ
materially from those expressed in, or implied by, such statements. These risks,
uncertainties and contingencies include, without limitation, the factors set
forth in our Form 10-KSB under "Item 6. Management's Discussion and Analysis of
Financial Conditions or Plan of Operation - Factors that may affect future
operating results." We have no obligation to update or revise any such
forward-looking statements that may be made to reflect events or circumstances
after the date of this Form 10-QSB.
Liquidity and Capital Resources
-------------------------------
September 30, 2003 as compared to June 30, 2003
-----------------------------------------------
At September 30, 2003 current assets were $1,342,935 and current liabilities
were $964,308 and we had positive working capital of $378,627 compared to
current assets of $1,093,131 at June 30, 2003 and current liabilities of
$750,401 at June 30, 2003, resulting in working capital at June 30, 2003 of
$342,730. Our working capital increased $35,897 from June 30, 2003 to September
30, 2003 for several reasons.
Our current assets increased approximately $250,000 because cash and cash
equivalents increased $189,833 from $776,566 to $966,399. Much of the
increase was due to an increase in advances paid to us from working
interest owners for their share of wells to be drilled. We also received
$56,000 in prospect fees from other working interest owners for the
Mengali-Durst #22-1 and the Sac Outing #31-3 wells, which were drilled in
October 2003. Accounts receivable trade increased by $62,745 because of the
completion of various drilling projects which were in process at year end.
Prepaid expenses decreased $9,475, or 43%, reflecting a reduction in
prepaid taxes and the expensing of engineering fees at the end of the
quarter.
Our current liabilities increased $213,907 to $964,308 at September 30,
2003 from $750,401 at June 30, 2003. This increase was due to a number of
factors including an outstanding payables reduction of approximately
$392,000 and an increase in advances from joint owners for drilling wells
in progress of approximately $606,000.
We anticipate that our current assets will be sufficient to pay our current
liabilities as long as our gas production continues to provide us with
sufficient cash flow. As discussed below, this is dependent, in part, on
maintaining or increasing our level of production and the national and world
market maintaining its current prices for our gas production.
12
Drilling success during the past year added to our cash flow from operations.
These successes have been offset by the decline in production rates from older
wells and a decline in the price received from the sale of our oil products. The
average price received for oil and gas for the quarter ended September 30, 2003
was $23.93 per barrel and $4.82 per MMBTU of gas compared to $25.44 per barrel
and $2.78 per MMBTU of gas at September 30, 2002, a decrease of 6% and increase
of 73% respectively.
Our capital requirements can fluctuate over a twelve month period because our
drilling program is usually carried out in California's dry season, from late
April until November, after which wet weather either precludes further activity
or makes it cost prohibitive. In October 2003 (after the period covered by this
report), we drilled and abandoned two wells at a cost to us of $84,000.
We believe that internally generated funds will be sufficient to finance our
drilling and operating expenses for the next twelve months.
13
Results of Operations
---------------------
September 30, 2003 Compared to September 30, 2002
-------------------------------------------------
For the three months ended September 30, 2003 our operations continued to be
focused on the production of oil and gas, and the investigation for possible
acquisition of producing oil and gas properties in California.
Oil and gas revenues, which include income from management fees, for the three
months ended September 30, 2003 increased approximately $126,700 from $261,160
to $387,841, a 49% increase. This increase reflects an increase in the prices
received for the sale of gas which was partially offset by a decrease in
production in the Denverton Creek and Malton Black Butte fields as well as the
Kern County oil properties, which were sold on September 1, 2002. Our share of
sales of oil and gas for the three month period ended September 30, 2003 were 48
barrels of oil and approximately 72,800 MMBTU of gas. The average price received
for the quarter ended September 30, 2003 was $23.93 per barrel for oil and $4.82
per MMBTU for gas. This is a decrease in total oil production compared to the
520 barrels of oil produced in the first quarter of fiscal 2002 caused by the
sale of our remaining oil properties on September 1, 2002, and an increase in
natural gas production when compared to the approximately 66,000 MMBTU of gas
when compared to the production achieved during the first quarter of the 2002
fiscal year. Another factor resulting in increased revenues during the first
quarter of fiscal 2003 was an increase in the prices received for our gas
production when compared to the price of $2.78 received for gas during the first
quarter of fiscal 2002.
Oil and gas production costs increased approximately $1,200 from $37,914 to
$39,102. The fairly constant cost reflects the abandonment of non-economic wells
and the addition of new wells during normal operations during the past twelve
months.
Depletion, depreciation and amortization increased approximately $42,000 or 49%
from the previous quarter, which is our best estimate of what the full year cost
will be.
Selling, general and administrative expense decreased approximately 8% from
$185,800 to $171,438 for the quarter ended September 30, 2003. This decrease is
primarily due to a reduction of salary and benefits to officers.
As a result of our operations for the three months ended September 30, 2003, we
ended the quarter with net income of $50,197 compared to net loss of $44,238 for
the corresponding quarter a year earlier. This improvement is due primarily to
an increase in the price received for our gas, which was partially offset by a
decrease in production volumes, as discussed earlier. Effective September 1,
2002 we sold the remaining interest in producing oil wells located in Kern
County, California for approximately $70,000 net to our interest. As of
September 1, 2002 we are producing and selling natural gas with small amounts of
associated condensate sales.
Interest and other income decreased approximately $3,736 to $496 and were
primarily due to a decline in interest rates.
14
Item 3. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of
the filing date of this report, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out under the supervision and with the
participation of our principal executive officer (who is also our principal
financial officer), who concluded that our disclosure controls and procedures
are effective. There have been no significant changes in our internal controls
or in other factors, which could significantly affect internal controls
subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31. Rule 13a-14(a) Certification
32. Section 1350 Certification
(b) Reports on Form 8-K
During the period covered by this report and subsequently, we filed one
report on Form 8-K as follows:
Date: 9/30/2003 Item reported: Item 5, "Other Events and Regulation FD
Disclosure. No financial statements were filed with this Form 8-K.
In accordance with the requirements of the Securities Exchange Act of 1934,
we have duly caused this report to be signed on our behalf by the undersigned,
thereunto duly authorized.
ASPEN EXPLORATION CORPORATION
/s/ Robert A. Cohan
-------------------------------
By: Robert A. Cohan,
November 12, 2003 Chief Executive Officer,
Principal Financial Officer
15