FORM 10-Q-SB
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, 2002
------------------
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 8, 2002
Common stock, $.005 par value 5,863,828
Part One. FINANCIAL INFORMATION
Item 1. Financial Statements
ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, June 30,
2002 2002
---- ----
(Unaudited) (Audited)
Current Assets:
Cash and cash equivalents, including $1,450,853 and ....... $ 1,525,183 $ 916,001
$822,060 of invested cash at September 30, 2002 and
June 30, 2002 respectively.................................
Precious metals ........................................... 18,823 18,823
Accounts receivable, trade ................................ 148,490 365,705
Accounts receivable, related party ........................ 9,267 12,872
Prepaid expenses .......................................... 16,394 19,820
----------- -----------
Total current assets ................................. 1,718,157 1,333,221
----------- -----------
Investment in oil and gas properties, at cost (full cost
method of accounting) ..................................... 5,498,684 5,427,741
Less accumulated depletion and valuation allowance ........ (2,343,649) (2,262,649)
----------- -----------
3,155,035 3,165,092
----------- -----------
Property and equipment, at cost:
Furniture, fixtures and vehicles .......................... 112,562 112,562
Less accumulated depreciation ............................. (50,230) (45,810)
----------- -----------
62,332 66,752
----------- -----------
Cash surrender value, life insurance ...................... 239,095 239,095
----------- -----------
TOTAL ASSETS ......................................... $ 5,174,619 $ 4,804,160
=========== ===========
(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,
2002 2002
---- ----
(Unaudited) (Audited)
Current liabilities:
Accounts payable and accrued expenses .......... $ 517,721 $ 236,587
Accounts payable - related party ............... 62,588 21,260
Advances from joint owners ..................... 323,010 230,775
----------- -----------
Total current liabilities ...................... 903,319 488,622
Deferred income tax payable - long term ........ 89,250 89,250
----------- -----------
Total liabilities .............................. 992,569 577,872
----------- -----------
Stockholders' equity:
Common stock, $.005 par value:
Authorized: 50,000,000 shares
Issued: At September 30, 2002 5,863,828
and June 30, 2002: 5,863,828 ............... 29,320 29,320
Capital in excess of par value ................. 6,025,797 6,025,797
Accumulated deficit ............................ (1,858,915) (1,814,677)
Deferred compensation .......................... (14,152) (14,152)
----------- -----------
Total stockholders' equity ..................... 4,182,050 4,226,288
----------- -----------
Total liabilities and stockholders' equity ..... $ 5,174,619 $ 4,804,160
=========== ===========
See Notes to Consolidated Financial Statements
3
ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30,
-------------
(unaudited)
2002 2001
---- ----
Revenues:
Oil and gas .................................. $ 198,431 $ 256,160
Management fees .............................. 62,729 42,688
Interest and other, net ...................... 3,736 21,312
----------- -----------
Total Revenues ................................. 264,896 320,160
----------- -----------
Costs and expenses:
Oil and gas production ....................... 37,914 25,872
Depreciation, depletion and amortization ..... 85,420 105,266
Aspen Power Systems expense .................. -0- 20,000
Selling, general and administrative .......... 185,800 170,112
----------- -----------
Total Costs and Expenses ....................... 309,134 321,250
----------- -----------
Net loss before taxes .......................... $ (44,238) $ (1,090)
----------- -----------
Provision for income taxes ..................... -0- -0-
----------- -----------
Net loss ....................................... $ (44,238) $ (1,090)
=========== ===========
Basic loss per common share .................... $ (.01) $ -0-
=========== ===========
Diluted loss per common share .................. $ (.01) $ -0-
=========== ===========
Basic weighted average number of common shares
outstanding .................................... 5,863,828 5,812,205
=========== ===========
Diluted weighted average number of common shares
outstanding .................................... 5,863,828 5,812,205
=========== ===========
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,
2002 2001
------------------
Cash flows from operating activities:
Net loss ............................................. $ (44,238) $ (1,090)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Depreciation, depletion & amortization ............. 85,420 105,266
Amortization of deferred compensation .............. -0- 4,400
Changes in assets and liabilities:
Decrease in accounts receivable .................... 220,820 2,130
Decrease (increase) in prepaid expense ............. 3,426 (36,226)
Increase (decrease) in accounts payable and accrued
expense ......................................... 414,697 (145,435)
----------- -----------
Net cash provided (used) by operating activities ... 680,125 (70,955)
----------- -----------
Cash flows from investing activities:
Additions to oil & gas properties .................. (141,520) (351,573)
Proceeds - sale of oil and gas properties .......... 69,422 -0-
Proceeds - sale of idle equipment .................. 1,155 -0-
----------- -----------
Net cash (used) by investing activities ............ (70,943) (351,573)
----------- -----------
Net increase (decrease) in cash and cash equivalents 609,182 (422,528)
Cash and cash equivalents, beginning of year ....... 916,001 2,695,583
----------- -----------
Cash and cash equivalents, end of year ............. $ 1,525,183 $ 2,273,055
=========== ===========
The accompanying notes are an integral
part of these statements.
5
ASPEN EXPLORATION CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 2002
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, 2002.
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,
2002.
Note 2 EARNINGS PER SHARE
We have adopted Statement of Financial Accounting Standards No. 128
("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. We had a net
loss of $44,238 and $1,090 for the quarters ending September 30, 2002
and 2001. Because of the net loss, the basis and diluted average
outstanding shares are considered the same, since including the shares
would have an antidilutive effect on the loss per share calculation.
Note 3 SEGMENT INFORMATION
We operate in three industry segments within the United States, oil
and gas exploration and development.
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.
6
Note 3 SEGMENT INFORMATION (CONTINUED)
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.
The mining segment receives its revenues primarily from the sale of
minerals and precious metals and from time to time from the sale of a
mineral venture that it has originated. Currently, this segment is
inactive.
The electrical generation construction segment will receive its
revenues from the sale, design, construction and/or operation of gas
turbine or other electrical generation projects. As of September 30,
2002, we were in the planning stage of this segment and no revenues
have been received.
During the three months ended September 30, 2002 and 2001 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 $141,520 for the development and acquisition
of oil and gas properties, and sold $70,577 in producing properties
for a net increase of $70,943.
7
Note 3 SEGMENT INFORMATION (CONTINUED)
Segment information consists of the following for the three months
ended September 30:
Oil and Gas Power Plant Mining Corporate Consolidated
----------- ----------- ------ --------- ------------
Revenues:
2002 $ 261,160 $ -0- $ -0- $ 3,736 $ 264,896
2001 298,848 -0- -0- 21,312 320,160
Income (loss) from operations:
2002 $ 142,216 $ -0- $ -0- $ (186,484) $ (44,238)
2001 170,676 (20,000) -0- (151,766) (1,090)
Identifiable assets:
2002 $ 3,312,792 $ -0- $18,823 $ 1,843,004 $ 5,174,619
2001 3,197,196 -0- 18,823 2,636,542 5,852,561
Depreciation, depletion and valuation
charged to identifiable assets:
2002 $(2,343,649) $ -0- $ -0- $ (50,230) $(2,393,879)
2001 (2,023,713) -0- -0- (31,100) (2,054,813)
Capital expenditures:
2002 $ 141,520 $ -0- $ -0- $ -0- $ 141,520
2001 351,573 -0- -0- -0- 351,573
Note 4 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, 2002 30% 50% 13%
September 30, 2001 52% 26% -0-
8
Note 5 COMMITMENTS AND CONTINGENCIES
At September 30, 2002 we were committed to the following projects in
California:
Project Aspen Cost
------- ----------
Klingenberg 23-1 drilling costs $ 50,000
Kuppenbender 20-2 completion costs 45,000
McCullough 36-1 completion costs 62,000
Quarre 30-2 drilling costs 50,000
Newhall Land & Farming 26-1 drilling costs 50,000
----------
Total $ 257,000
==========
On August 29, 2002 the HSRCC #1 well was spudded. We have a small
non-operating interest in this well and production casing was run
based on encouraging mud and electric logs. The well was successfully
completed in September 2002 at a flow rate in excess of 1,500 MCFPD.
We are committed to drilling three Tehama County, California wells.
The average total drilling costs for each well is estimated at
$240,000 with our share of the average net costs per well estimated at
approximately $50,000, net of overhead fees.
We are committed to the completion of one Colusa County, California
well that is estimated to cost $290,000, with our share of the
completion costs estimated at approximately $50,000, net of overhead
fees.
Note 6 INCOME TAXES
We have made no provision for income taxes for the three month period
ended September 30, 2002 due to the loss for the first quarter. We had
approximately $1,200,000 of net operating loss carryforwards at June
30, 2002.
Note 7 SUBSEQUENT EVENTS
The McCullough 36-1 well was completed in October 2002 at a flow rate
of 780 MCFPD. The shut in pressure was 4,630 psig. Gas sales commenced
on November 1, 2002.
The Kuppenbender 20-2 was cased for completion in October 2002 based
on encouraging mud and electric logs. The well will be perforated in
early November 2002.
Aspen drilled 5 successful gas wells (Leal 22-1, Porter 26-2,
Kuppenbender 20-2 and 20-3, and McCullough 36-1) out of 5 attempts, a
100% success rate, during the Sacramento Valley drilling season
between May and November 2002.
9
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, 2002, 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, 2002 as compared to September 30, 2001
----------------------------------------------------
At September 30, 2002 current assets were $1,718,157 and current liabilities
were $992,569 and we had positive working capital of $725,588 compared to
current assets of $1,333,221 at June 30, 2002 and current liabilities of
$577,872 at June 30, 2002, resulting in working capital at June 30, 2002 of
$755,349. Our working capital decreased $29,761 from June 30, 2002 to September
30, 2002 for several reasons.
Our current assets increased approximately $385,000 because cash and cash
equivalents increased $609,182 from $916,001 to $1,525,183. 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
approximately $482,000 from the sale of the Brandt Lease in Kern County,
California. Approximately $375,000 of the proceeds was due to other working
interest owners in this lease and they were paid their proportionate share
in October 2002. Accounts receivable trade decreased by 59% because of the
completion of various drilling projects which were in process at year end.
Prepaid expenses decreased $3,426, or 17%, reflecting a reduction in
prepaid taxes at the end of the quarter.
Our current liabilities increased to $992,569 at September 30, 2002 from
approximately $577,872 at June 30, 2002. This increase was due to a number
of factors including outstanding payables due working interest owners for
the sale of the Brandt lease of approximately $375,000 and an increase in
advances from joint owners for drilling wells in progress of $92,235.
10
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.
Recent drilling success has 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 gas our products. The
average price received for oil and gas for the quarter ended September 30, 2002
was $25.44 per barrel and $2.78 per MMBTU of gas compared to $22.35 per barrel
and $3.28 per MMBTU of gas at September 30, 2001, an increase of 14% and decline
of 15% 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.
We believe that internally generated funds will be sufficient to finance our
drilling and operating expenses for the next twelve months.
11
Results of Operations
---------------------
September 30, 2002 Compared to September 30, 2001
-------------------------------------------------
For the three months ended September 30, 2002 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, 2002 decreased approximately $37,688 from $298,848 to
$261,160, a 13% decrease. This decrease reflects a decrease in the prices
received for the sale of gas and a decrease in production in the Denverton Creek
and Malton Black Butte fields as well as the Kern County oil properties. Our
share of sales of oil and gas for the three month period ended September 30,
2002 were 520 barrels of oil and approximately 66,000 MMBTU of gas. The average
price received for the quarter ended September 30, 2002 was $25.44 per barrel
for oil and $2.78 per MMBTU for gas. This is a decrease in total oil production
compared to the 1,300 barrels of oil produced in the first quarter of fiscal
2001, and a decrease in natural gas production when compared to the
approximately 105,000 MMBTU of gas when compared to the production achieved
during the first quarter of the 2001 fiscal year. Another factor resulting in
decreased revenues during the first quarter of fiscal 2002 was a decrease in the
prices received for our gas production when compared to prices of $22.35 and
$3.28 received for oil and gas respectively during the first quarter of fiscal
2001.
Oil and gas production costs increased $12,042 from $25,872 to $37,914.
Approximately $6,000 of this increase was due to non-recurring workover costs to
prepare the Brandt wells for sale.
Depletion, depreciation and amortization decreased approximately $20,000 or 19%
from the previous quarter, which is our best estimate of what the full year cost
will be.
Selling, general and administrative expense increased approximately 9% from
$170,112 to $185,800 for the quarter ended September 30, 2002. This increase is
primarily due to salary, consulting and office rental increases.
As a result of our operations for the three months ended September 30, 2002, we
ended the quarter with net loss of $44,238 compared to net loss of $1,090 for
the corresponding quarter a year earlier. This increase of approximately $43,000
is due to a decrease in production volumes and the price received for our gas 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 only
natural gas.
Interest and other income decreased approximately $17,500 to $3,736 and were
primarily due to a decline in interest rates.
Item 3. CONTROLS AND PROCEDURES
(a) Pursuant to Item 307(a) of Regulation S-B, the Company's chief
executive officer (who is the same person as its chief financial officer) has
evaluated the effectiveness of the company's disclosure controls and procedures
12
(as those terms are defined in Exchange Act Rule 13a-14(c)) within the past 90
days. The Company's chief executive officer has concluded that the disclosure
controls and procedures are effective for the Company.
(b) There have been no significant changes in the Company's internal
controls and, therefore, there is no disclosure required pursuant to Item 307(b)
of Regulation S-B.
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/ R. V. Bailey
-------------------------------
By: R. V. Bailey,
November 8, 2002 Chief Executive Officer,
Principal Financial Officer
13
CERTIFICATIONS - principal executive and financial officers
-----------------------------------------------------------
I, R.V. Bailey, Chief Executive Officer and Chief Financial Officer of Aspen
Exploration Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Aspen Exploration
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 8, 2002 /s/ R. V. Bailey
---------------------------------
R. V. Bailey, Chief Executive
Officer and Chief Financial
Officer
(principal executive and
financial officer)
14