UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended June 30, 2014

 

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 001-16749

 

GeoPetro Resources Company

(Exact name of registrant as specified in its charter)

 

California		94-3214487
(State of incorporation)		(IRS Employer Identification Number)
150 California Street, Suite 600
San Francisco, CA		94111
(Address of principal executive offices)		(Zip Code)

 

(415) 398-8186

(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 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 requirements for the past 90 days.  Yes ☒  No ☐ .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐   No ☒ .

  

There were 88,991,074 shares of no par value common stock outstanding on August 13, 2014

 

 

 

  

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	18
Item 4. Controls and Procedures	18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosures	19
Item 5. Other Information	20
Item 6. Exhibits	21
SIGNATURES	22

 

 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

GEOPETRO RESOURCES COMPANY

 

CONSOLIDATED BALANCE SHEETS

 

		June 30, 2014 (unaudited)				December 31, 2013 (1)
ASSETS
Current Assets
Cash and cash equivalents		$	180,314			$	10,857
Accounts receivable-other			16,644				16,644
Prepaid expenses			58,468				34,719
Total current assets			255,426				62,220
Oil and Gas Properties, at cost (full cost method)
Unproved properties			2,649,213				2,626,860
Proved properties			57,139,146				57,129,646
Gas processing plant, at cost			5,533,910				5,533,910
Less-accumulated depletion, depreciation, and impairment			(41,991,589	)			(41,991,589	)
Net oil and gas properties			23,330,680				23,298,827
Furniture, Fixtures and Equipment, at cost, net of depreciation			13,999				17,398
Other Assets			37,133				36,733
Total Assets		$	23,637,238			$	23,415,178
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade payables and accrued expenses		$	1,970,539			$	2,152,029
Current portion of notes payable, net			2,846,602				2,907,987
Notes payable - related party, net			901,000				900,778
Interest payable			434,770				377,572
Preferred dividends payable			1,356,013				1,196,236
Other taxes payable			199,924				233,942
Royalty owners payable			327,841				327,844
Total current liabilities			8,036,689				8,096,388
Long Term Notes Payable, net			73,263				79,882
Asset Retirement Obligations			75,000				75,000
Other Long Term Liabilities			45,043				53,145
Total Liabilities			8,229,995				8,304,415
Shareholders' Equity
Series B preferred stock, no par value; 7,523,000 shares authorized; 5,370,027 shares issued and outstanding at June 30, 2014 and December 31, 2013. Liquidation preference of $4,027,520 at June 30, 2014 and December 31, 2013.			3,833,872				3,833,872
Common stock, no par value; 100,000,000 shares authorized; 88,991,074 and 56,191,074 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively.			61,171,609				59,696,609
Additional paid-in capital			4,573,477				4,557,723
Accumulated deficit			(54,171,715	)			(52,977,441	)
Total shareholders' equity			15,407,243				15,110,763
Total Liabilities and Shareholders' Equity		$	23,637,238			$	23,415,178

 

(1) As reported in the December 31, 2013 audited consolidated financial statements.

 

See accompanying notes to these unaudited consolidated financial statements

 

 

GEOPETRO RESOURCES COMPANY

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Three Months Ended June 30,
		2014				2013
Revenues
Natural gas sales		$	-			$	-
Costs and Expenses
Plant operations			36,247				75,496
Lease operations			48,298				67,444
General and administrative			332,213				537,816
Depreciation and depletion			1,236				2,714
Total costs and expenses			417,994				683,470
Loss from Operations			(417,994	)			(683,470	)
Other Income (Expense)
Interest expense			(83,650	)			(87,675	)
Interest income			11				-
Other income			1,259				4,581
Gain on sale of equipment			11,000				-
Total other income (expense)			(71,380	)			(83,094	)
Loss Before Taxes			(489,374	)			(766,564	)
Income tax expense			(1,600	)			(1,600	)
Net Loss			(490,974	)			(768,164	)
Preferred stock dividend			(80,330	)			(80,329	)
Net Loss Applicable to Common Shareholders		$	(571,304	)		$	(848,493	)
Net Loss Per Common Share Basic and Diluted		$	(0.01	)		$	(0.02	)
Weighted average number of common shares outstanding basic and diluted			85,609,371				49,669,069

 

See accompanying notes to these unaudited consolidated financial statements.

  

 

GEOPETRO RESOURCES COMPANY

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Six Months Ended June 30,
		2014				2013
Revenues
Natural gas sales		$	-			$	-
Costs and Expenses
Plant operations			74,154				160,463
Lease operations			128,749				94,272
General and administrative			671,866				1,110,093
Depreciation and depletion			3,399				5,942
Total costs and expenses			878,168				1,370,770
Loss from Operations			(878,168	)			(1,370,770	)
Other Income (Expense)
Interest expense			(172,228	)			(168,242	)
Interest income			11				-
Other income			6,488				5,588
Gain on sale of equipment			11,000				-
Total other income (expense)			(154,729	)			(162,654	)
Loss Before Taxes			(1,032,897	)			(1,533,424	)
Income tax expense			(1,600	)			(1,600	)
Net Loss			(1,034,497	)			(1,535,024	)
Preferred stock dividend			(159,777	)			(160,020	)
Net Loss Applicable to Common Shareholders		$	(1,194,274	)		$	(1,695,044	)
Net Loss Per Common Share Basic and Diluted		$	(0.02	)		$	(0.03	)
Weighted average number of common shares outstanding basic and diluted			73,803,367				48,753,982

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

GEOPETRO RESOURCES COMPANY

 

UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

 

		Preferred Stock Series B								Common Stock								Additional Paid-				Accumulated				Total Shareholders'
		Shares				Amount				Shares				Amount				in Capital				Deficit				Equity
Balances, January 1, 2014			5,370,027			$	3,833,872				56,191,074			$	59,696,609			$	4,557,723			$	(52,977,441	)		$	15,110,763
Issuance of common stock for cash, net of issuance costs			-				-				32,800,000				1,475,000				-				-				1,475,000
Share-based compensation			-				-				-				-				15,754				-				15,754
Net loss			-				-				-				-				-				(1,034,497	)			(1,034,497	)
Dividends on Series B preferred stock			-				-				-				-				-				(159,777	)			(159,777	)
Balances, June 30, 2014			5,370,027			$	3,833,872				88,991,074			$	61,171,609			$	4,573,477			$	(54,171,715	)		$	15,407,243

 

See accompanying notes to these unaudited consolidated financial statements.

  

 

GEOPETRO RESOURCES COMPANY

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Six Months Ended June 30,
		2014				2013
Cash Flows From Operating Activities
Net loss		$	(1,034,497	)		$	(1,535,024	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of equipment			(11,000	)			-
Depreciation and depletion			3,399				5,942
Share-based compensation expense			15,754				223,888
Amortization of debt discount			7,218				21,381
Changes in operating assets and liabilities:
Other current assets			(24,149	)			5,573
Current liabilities			(173,794	)			594,801
Other long term liabilities			(8,102	)			(6,002	)
Net cash used in operating activities			(1,225,171	)			(689,441	)
Cash Flows from Investing Activities
Additions to oil and gas properties			(16,372	)			(123,624	)
Proceeds from sale of furniture, fixtures and equipment			11,000				-
Net cash used in investing activities			(5,372	)			(123,624	)
Cash Flows from Financing Activities
Proceeds from issuance of common shares and warrants			1,600,000				537,500
Payment of issuance costs			(125,000	)			-
Proceeds from promissory notes			-				85,000
Repayment of promissory notes			(75,000	)			-
Proceeds from related party notes			-				255,000
Net cash provided by financing activities			1,400,000				877,500
Net Increase in Cash and Cash Equivalents			169,457				64,435
Cash and Cash Equivalents
Beginning of period			10,857				59,432
End of period		$	180,314			$	123,867
Supplemental Disclosure of Cash Flow Information
Cash paid for interest		$	107,812			$	7,990
Cash paid for income taxes		$	1,600			$	9,664
Non-Cash Transactions
Accrual of dividends on preferred stock		$	159,777			$	160,020
Conversion of preferred stock to common stock		$	-			$	39,730
Issuance costs paid in shares of common stock		$	40,000			$	-
Fair value of warrants issued in connection with promissory notes and private placements		$	-			$	153,951
Rescission of common stock and warrants		$	-			$	250,000
Fair value of warrants cancelled in connection with rescission of common stock		$	-			$	40,070

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

GEOPETRO RESOURCES COMPANY

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1.       BASIS OF PRESENTATION AND USE OF ESTIMATES

 

The interim consolidated financial statements of GeoPetro Resources Company ("we," "us," "our," "GeoPetro" or the "Company") are unaudited and contain all adjustments (consisting primarily of normal recurring accruals) necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for a full year or for previously reported periods due in part, but not limited to, the volatility in crude oil and natural gas commodity prices, interest rates, estimates of reserves, drilling risks, geological risks, transportation restrictions, the timing of acquisitions, product demand, market competition, interruption in production and our ability to obtain additional capital. You should read these consolidated interim financial statements in conjunction with the audited consolidated financial statements and notes thereto included in GeoPetro's Annual Report on Form 10-K for the year ended December 31, 2013.

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of GeoPetro and its wholly-owned subsidiaries. Intercompany accounts and transactions are eliminated. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements. Actual results may differ from those estimates. Significant assumptions are required in the valuation of proved oil and natural gas reserves, which may affect the amount at which oil and natural gas properties are recorded. The computation of share-based compensation expense requires assumptions such as volatility, expected life and the risk-free interest rate. It is at least reasonably possible these estimates could be revised in the near term, and these revisions could be material.

 

2.       LIQUIDITY

 

As of June 30, 2014, we had a cash balance of $180,314 and a working capital deficit of $7,781,263. For the six months ended June 30, 2014, our cash used in operating activities amounted to $1,225,171.  Our results of operations have resulted in an accumulated deficit of $54,171,715 from inception through the six months ended June 30, 2014. If capital is available, we estimate that our investment needs for the remainder of fiscal year 2014 and 2015 will amount to $6,350,000 related to our natural gas properties within the Madisonville field and our California properties. 

 

We plan further leasehold acquisitions for the remainder of 2014 and future periods.  Exploratory and developmental drilling is scheduled during the remainder of 2014 and future periods on our undeveloped properties.  We will need additional financing to continue our operations and our planned development activities.  If additional financing is not available, we will be compelled to reduce the scope of our business activities.  If we are unable to fund our operating cash flow needs and planned capital investments, it may be necessary to farm-out our interest in proposed wells, sell a portion of our interest in prospects, sell a portion of our interest in our producing oil and gas properties, sell all or a portion of our gas plant, reduce general and administrative expenses, or a combination of all of these factors.  Further, we have maturing debt obligations, debt service and lease obligations that will require cash payments.

 

GeoPetro's ability to meet its contractual obligations and remit payment under its arrangements with its vendors depends on its ability to generate additional financing.  GeoPetro's management continues to renegotiate the terms of its existing borrowing arrangements and raise additional capital through debt and equity issuances. These conditions raise doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

As a result of the Company's liquidity issues, it may be required to sell certain assets, including reserves, and/or raise capital with terms that may not be as favorable as might otherwise be available. 

 

In April 2012, the Company's wholly-owned subsidiary, Redwood Energy Production, L.P., elected to temporarily shut-in its natural gas production at the Madisonville Field, Madison County, Texas in light of depressed natural gas prices. In March 2014, the Company commenced reworking operations on the Magness #1 and Fannin #1 wells in the Madisonville Field in anticipation of restoring production. As of June 30, 2014, reworking operations are continuing.

 

 

On May 14, 2014, the Merger Agreement between the Company, MCW Energy Group Limited (“MCW”) and MCW CA SUB was terminated by mutual written consent. A material consideration for GeoPetro to pursue the merger was the Parent Financing of $20,000,000 which was to be completed prior to closing but which MCW was not able to complete.

 

As of June 30, 2014, Stuart J. Doshi, President and CEO, has advanced to the Company loans totaling $851,000.  The notes bear interest at 10% per annum and are payable on demand. As of June 30, 2014, a Company Director has advanced to the Company a loan in the amount of $50,000. The note bears interest at 10% per annum and matured in June 2014.

  

3.      LOSS PER COMMON SHARE

 

Basic net loss per common share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period.

 

Diluted net loss per common share is computed in the same manner, but also considers the effect of common stock shares underlying the following:

 

		As of June 30,
		2014				2013
Stock options			895,000				1,055,000
Warrants			4,389,740				8,646,890
Convertible promissory note			200,000				-
Convertible preferred stock, Series B			5,370,027				5,370,027

 

All of the common shares underlying the stock options, warrants, convertible promissory note and convertible preferred stock, Series B above were excluded from diluted weighted average shares outstanding for the three and six months ended June 30, 2014 and 2013 respectively because their effects were considered antidilutive.

 

4.      OIL AND GAS PROPERTIES

 

There were no material changes to oil and gas properties from those disclosed in the audited annual consolidated financial statements for the year ended December 31, 2013 other than those discussed below.

 

The Company has proved undeveloped reserves included in the carrying value of its proved properties.  The Company believes that capital will be raised to further develop these reserves, however, if such capital is not raised, the Company may be required to impair the Proved property asset in the future.

 

In April 2012, the Company's wholly-owned subsidiary, Redwood Energy Production, L.P., elected to temporarily shut-in its natural gas production at the Madisonville Field, Madison County, Texas in light of depressed natural gas prices. In March 2014, the Company commenced reworking operations on the Magness #1 and Fannin #1 wells in the Madisonville Field in anticipation of restoring production. As of June 30, 2014, reworking operations are continuing.

 

 

5.       NOTES PAYABLE AND RELATED PARTY NOTES PAYABLE

 

As of June 30, 2014 and December 31, 2013 debt consisted of the following:

 

		June 30, 2014				December 31, 2013
Current
Related party notes		$	901,000			$	901,000
Promissory notes			2,855,000				2,920,000
Less discount on promissory notes			(8,398	)			(12,235	)
Net current notes payable			3,747,602				3,808,765
Long Term
Promissory notes			75,000				85,000
Less discount on promissory notes			(1,737	)			(5,118	)
Net long term notes payable			73,263				79,882
Total		$	3,820,865			$	3,888,647

 

 

6.      INCOME TAXES

 

Income tax expense for the three and six month periods ending June 30, 2014 and 2013 consists of minimum state taxes.

 

The effective income tax rates for the three and six month periods ending June 30, 2014 and 2013 were negligible, primarily due to the Company's loss position and the deferred tax asset being 100% reserved.

 

7.      STOCKHOLDERS' EQUITY

 

During the period of January through June 2014, we completed common stock sales through private placement transactions to certain accredited investors. Shares were priced at $0.05 per share. The total aggregate purchase price for the shares sold was $1,600,000, and represented the sale of 32,000,000 common shares.  In conjunction with the transactions, the Company incurred issuance costs of $125,000 and 800,000 common shares valued at $40,000. We agreed to grant "piggyback" registration rights to the investors with respect to the shares of common stock.

 

 8.     COMMON STOCK OPTIONS

 

In June 2014, 60,000 common stock options with an exercise price of $1.00 per share expired.

 

As of June 30, 2014 the Company has 895,000 common stock options outstanding with a weighted average exercise price of $0.24 per share.

 

For the six month period ended June 30, 2014 the Company recorded share-based compensation of $15,754 for stock option expense.

 

9.      COMMON STOCK WARRANTS

 

During the period of January through April 2014, warrants for 655,965 shares with an exercise price of $1.00 per share expired.

 

In March 2014, warrants for 1,025,164 shares with an exercise price of $0.75 per share expired.

 

In March 2014, warrants for 100,000 shares with an exercise price of $5.25 per share expired.

 

During the period of May through June 2014, warrants for 66,500 shares with an exercise price of $0.50 per share expired.

 

As of June 30, 2014 we have reserved 4,389,740 shares of common stock for the exercise of our stock purchase warrants.

 

 

10.     SUBSEQUENT EVENTS

 

We have evaluated all activity of the Company and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

 

 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with accompanying financial statements and related notes included elsewhere in this report. It contains forward looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward looking statements.

 

Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and  natural gas, economic and competitive conditions, regulatory changes, estimates of proved reserves, geological, geophysical and engineering risks and uncertainties,  potential failure to achieve production from development drilling projects, capital expenditures and other uncertainties, as well as those factors discussed below and elsewhere in this report, particularly in "Risk Factors", all of which are difficult to predict and which expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf. In light of these risks, uncertainties and assumptions, the forward looking events discussed may not occur. We do not have any intention or obligation to update forward-looking statements included in this report after the date of this report, except as required by law.

 

Business Overview

 

We are an oil and gas company in the business of exploring and developing oil and natural gas reserves on a worldwide basis. Since inception, we have conducted leasehold acquisition, exploration and drilling activities on our North American and international prospects. These projects consist of mineral leases and exploration permits that give us the right to explore for, develop and produce oil and natural gas. Some of these properties are in the exploration, appraisal or development drilling phase and have not begun to produce revenue from the sale of oil and natural gas.

 

Our objective is to increase shareholder value by profitably growing our reserves, production, revenue, and cash flow by focusing primarily on our projects in Texas, California and certain new venture opportunities.

 

Since 2003, substantially all of our revenue has been generated from natural gas sales derived from the Madisonville Field in East Texas under spot gas purchase contracts at market prices. Natural gas sales from the Madisonville Field are expected to account for substantially all of our revenues for 2014. We expect the majority of our capital expenditures for the remainder of 2014 and for 2015 will be for the Madisonville Project and will approximate $6.2 million. These capital expenditures will only be incurred if additional financing is available.

 

As a result of the Company's liquidity issues, it may be required to sell certain assets, including reserves, and/or raise capital with terms that may not be as favorable as might otherwise be available.

 

In April 2012, the Company's wholly-owned subsidiary, Redwood Energy Production, L.P., elected to temporarily shut-in its natural gas production at the Madisonville Field, Madison County, Texas in light of depressed natural gas prices. In March 2014, the Company commenced reworking operations on the Magness #1 and Fannin #1 wells in the Madisonville Field in anticipation of restoring production. As of June 30, 2014, reworking operations are continuing.

 

On May 14, 2014, the Merger Agreement between the Company, MCW Energy Group Limited (“MCW”) and MCW CA SUB was terminated by mutual written consent. A material consideration for GeoPetro to pursue the merger was the Parent Financing of $20,000,000 which was to be completed prior to closing but which MCW was not able to complete.

 

 

Results of Operations

 

The financial information with respect to the three and six months ended June 30, 2014 and 2013 as discussed below is unaudited. In the opinion of management, such information contains all adjustments (consisting primarily of normal recurring accruals) necessary for a fair presentation of the results for such periods.  The results of operations for interim periods are not necessarily indicative of the results of operations for the full fiscal years.

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2014 (unaudited)				2013 (unaudited)				2014 (unaudited)				2013 (unaudited)
Consolidated Statement of Operations:
Revenues		$	-			$	-			$	-			$	-
Plant operations			36,247				75,496				74,154				160,463
Lease operations			48,298				67,444				128,749				94,272
General and administrative			332,213				537,816				671,866				1,110,093
Depreciation and depletion			1,236				2,714				3,399				5,942
Loss from operations			(417,994	)			(683,470	)			(878,168	)			(1,370,770	)
Net loss			(490,974	)			(768,164	)			(1,034,497	)			(1,535,024	)
Net loss applicable to common shareholders		$	(571,304	)		$	(848,493	)		$	(1,194,274	)		$	(1,695,044	)

 

 

Revenue and Operating Trends

 

For the three and six months ended June 30, 2014, we did not generate any revenues to cover the plant operating expenses and lease operating expenses in our Madisonville Project. The Madisonville Field had been temporarily shut-in since April 2012 due to low natural gas prices. In March 2014, the Company commenced reworking operations on the Magness #1 and Fannin #1 wells in the Madisonville Field in anticipation of restoring production. As of June 30, 2014, reworking operations are continuing.

  

Subject to capital availability, we plan to workover the Mitchell #1 well and to frac and connect via gathering line the Wilson #1 well during 2014. Once the above production enhancements are completed, the Company expects the combined Rodessa formation production to increase from recent production levels.  The Company also has plans to expand the natural gas treatment plant capability from the current design capacity of 18 MMcf/d to 30 MMcf/d.

 

While there can be no assurance, our goal is to complete the expansion to the plant and increase the production rates from our wells which may result in higher net production and increased revenue in the latter half of 2014 and 2015 as compared to 2013 and prior periods. To accomplish the plant expansion we will need to raise additional capital in 2014. Due to our liquidity concerns, funds may not be available, or may not be available on favorable terms. If we are unable to raise the necessary capital, we may have to delay our plans for expansion or reduce the scope of our operations.

 

Industry Overview for the three and six months ended June 30, 2014

 

Fluctuations in the price for natural gas are closely associated with customer demand relative to the volumes produced and the level of inventory in underground storage. Increased production from shale gas will continue to impact natural gas pricing for the foreseeable future.

 

 

Company Overview for the three and six months ended June 30, 2014

 

Our net loss applicable to common shareholders for the three and six months ended June 30, 2014 was $571,304 and $1,194,274, respectively.  The Company did not generate any revenue for the three and six months ended June 30, 2014. The Madisonville Field had been temporarily shut-in since April 2012 due to low natural gas prices. In March 2014, the Company commenced reworking operations on the Magness #1 and Fannin #1 wells in the Madisonville Field in anticipation of restoring production. As of June 30, 2014, reworking operations are continuing.

 

Comparison of Results of Operations for the three months ended June 30, 2014 and 2013

 

We had no gross natural gas revenues for the three months ended June 30, 2014 and June 30, 2013.  This was due to the temporary shut-in of the Madisonville Field as a result of low natural gas prices in 2013 and the reworking operations in 2014.

 

Plant operating expenses for the three months ended June 30, 2014 were $36,247 as compared to $75,496 for the three months ended June 30, 2013.  The decrease in plant operating expenses of $39,249 or 52% was primarily attributable to lower salary expense due to a reduction of 1 employee. When operations resume at the plant, expenses will increase from current levels.

 

Lease operating expenses for the three months ended June 30, 2014 were $48,298.  Lease operating expenses for the three months ended June 30, 2013 were $67,444. The decrease in total lifting cost of $19,146 or 28% was primarily attributable to shut-in royalties.

 

General and administrative expenses ("G&A") for the three months ended June 30, 2014 were $332,213 as compared to $537,816 for the three months ended June 30, 2013. The decrease in G&A of $205,603 or 38% was primarily attributable to a decrease in share-based compensation due to expiring options and costs associated with the Company's NYSE MKT listing in 2013.

  

Depreciation, depletion and amortization expense ("DD&A") for the three months ended June 30, 2014 was $1,236 as compared to $2,714 for the three months ended June 30, 2013.  The 54% decrease was primarily attributable to reduced depreciation as a result of certain assets fully depreciating.

 

The loss from operations for the three months ended June 30, 2014 was $417,994 as compared to $683,470 for the three months ended June 30, 2013. The decrease in the loss from operations was primarily attributable to a decrease in share-based compensation due to expiring options and costs associated with the Company's NYSE MKT listing in 2013.

 

Interest expense for the three months ended June 30, 2014 was $83,650 as compared to $87,675 for the three months ended June 30, 2013.  The lower interest expense in the 2014 period was primarily attributable to higher amortization of debt discount in 2013.

 

Comparison of Results of Operations for the six months ended June 30, 2014 and 2013

 

We had no gross natural gas revenues for the six months ended June 30, 2014 and June 30, 2013. This was due to the temporary shut-in of the Madisonville Field as a result of low natural gas prices in 2013 and the reworking operations in 2014.

 

Plant operating expenses for the six months ended June 30, 2014 were $74,154 as compared to $160,463 for the six months ended June 30, 2013.  The decrease in plant operating expenses of $86,309 or 54% was primarily attributable to lower salary expense due to a reduction of 1 employee. When operations resume at the plant, expenses will increase from current levels.

 

Lease operating expenses for the six months ended June 30, 2014 were $128,749. Lease operating expenses for the six months ended June 30, 2013 were $94,272. The increase in total lifting cost of $34,477 or 37% was primarily attributable to the commencement of reworking operations on the Magness #1 and Fannin #1 wells in the Madisonville Field in anticipation of restoring production.

 

General and administrative expenses ("G&A") for the six months ended June 30, 2014 were $671,866 as compared to $1,110,093 for the six months ended June 30, 2013. The decrease in G&A of $438,227 or 39% was primarily attributable to legal costs associated with the MCW merger incurred in 2013 and a decrease in share-based compensation due to expiring options.

 

 

Depreciation, depletion and amortization expense ("DD&A") for the six months ended June 30, 2014 was $3,399 as compared to $5,942 for the six months ended June 30, 2013. The 43% decrease was primarily attributable to reduced depreciation as a result of certain assets fully depreciating.

 

The loss from operations for the six months ended June 30, 2014 was $878,168 as compared to $1,370,770 for the six months ended June 30, 2013. The decrease in the loss from operations was primarily attributable to legal costs associated with the MCW merger incurred in 2013 and a decrease in share-based compensation due to expiring options.

 

Interest expense for the six months ended June 30, 2014 was $172,228 as compared to $168,242 for the six months ended June 30, 2013.  The higher interest expense in the 2014 period was primarily attributable to the increase in related party notes.

  

Recent Developments

 

During the period of January through June 2014, we completed common stock sales through private placement transactions to certain accredited investors. Shares were priced at $0.05 per share. The total aggregate purchase price for the shares sold was $1,600,000, and represented the sale of 32,000,000 common shares.  In conjunction with the transactions, the Company incurred issuance costs of $125,000 and 800,000 common shares. We agreed to grant "piggyback" registration rights to the investors with respect to the shares of common stock.

 

On May 14, 2014, the Merger Agreement between the Company, MCW Energy Group Limited (“MCW”) and MCW CA SUB was terminated by mutual written consent. A material consideration for GeoPetro to pursue the merger was the Parent Financing of $20,000,000 which was to be completed prior to closing but which MCW was not able to complete.

 

Liquidity and Capital Resources

 

We had a working capital deficit of $7,781,263 at June 30, 2014 versus $8,034,168 at December 31, 2013. Our working capital deficit decreased during the six months ended June 30, 2014 due primarily to the increase in cash as a result of the sale of common shares and a reduction in trade payables.

 

Our cash balance at June 30, 2014 was $180,314 as compared to $10,857 at December 31, 2013. The change in our cash balance is summarized as follows:

 

Cash balance at January 1, 2014		$	10,857
Sources of cash:
Cash provided by financing activities			1,400,000
Total sources of cash including cash on hand			1,410,857
Uses of cash:
Cash used in operating activities			(1,225,171	)
Cash used in investing activities			(5,372	)
Total uses of cash			(1,230,543	)
Cash balance at June 30, 2014		$	180,314

 

Net cash used in operating activities of $1,225,171 and $689,441 for the six months ended June 30, 2014 and 2013 respectively are attributable to our net loss adjusted for non-cash charges as presented in the consolidated statements of cash flows and changes in working capital as discussed above.

 

 

We have historically financed our business activities principally through issuances of common shares, issuances of preferred shares, issuances of promissory notes and the exercise of common share purchase warrants and options. These financings are summarized as follows:

 

		Six Months Ended June 30,
		2014				2013
Proceeds from issuance of common shares and warrants		$	1,600,000			$	537,500
Payment of issuance costs			(125,000	)			-
Proceeds from promissory notes			-				85,000
Repayment of promissory notes			(75,000	)			-
Proceeds from related party notes			-				255,000
Net cash provided by financing activities		$	1,400,000			$	877,500

 

The net proceeds of our equity and note financings have been primarily used to satisfy working capital requirements and to invest in oil and natural gas properties. These investments totaled $16,372 and $123,624 for the six months ended June 30, 2014 and 2013, respectively.

 

Our current cash and cash equivalents and anticipated cash flow from operations may not be sufficient to meet our working capital and capital expenditure requirements for the foreseeable future.  Additional financing is required to carry out our business plan. See "Outlook for 2014/2015 Capital" for a description of our expected capital expenditures for 2014/2015. If we are unable to generate revenues necessary to finance our operations over the long-term, we may have to seek additional capital through the sale of our equity or borrowing. We periodically borrow funds through the issuance of short and long term promissory notes to finance our activities.

 

We plan further leasehold acquisitions for the remainder of 2014 and future periods.  Exploratory and developmental drilling is scheduled during 2014 and future periods on our undeveloped properties.  We will need additional financing to continue our operations and our planned development activities. If additional financing is not available, we will be compelled to reduce the scope of our business activities.  If we are unable to fund our operating cash flow needs and planned capital investments, it may be necessary to farm-out our interest in proposed wells, sell a portion of our interest in prospects, sell a portion of our interest in our producing oil and gas properties, sell all or a portion of our gas plant, reduce general and administrative expenses, or a combination of all of these factors. Further, we have maturing debt obligations, debt service and lease obligations that will require cash payments.

 

As discussed in the "Outlook for 2014/2015 Capital", we are forecasting capital expenditures of $6.4 million during the remainder of 2014 and 2015. We will need to obtain adequate sources of cash to fund these anticipated capital expenditures, to fund ongoing operations and to follow through with our plans for continued investments in oil and gas properties. Our success, in part, depends on our ability to generate additional financing and/or farmout certain of our projects.  

 

GeoPetro's ability to meet its contractual obligations and remit payment under its arrangements with its vendors depends on its ability to generate additional financing.  GeoPetro's management continues to renegotiate the terms of its existing borrowing arrangements and raise additional capital through debt and equity issuances. These conditions raise doubt about the Company's ability to continue as a going concern.

  

As a result of the Company's liquidity issues, it may be required to sell certain assets, including reserves, and/or raise capital with terms that may not be as favorable as might otherwise be available.

 

Contractual Obligations

 

We have assumed various contractual obligations and commitments in the normal course of our operations and financing activities.  We have described these obligations and commitments in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" section in our Annual Report on Form 10-K for the year ended December 31, 2013.  There were no material changes to our contractual obligations since December 31, 2013 except items described in "Recent Developments".

 

 

Off Balance Sheet Arrangements

 

None.

 

Financial Instruments

 

We currently have no financial derivatives, natural gas price financial instruments or hedges in place.  Our natural gas marketing contracts use "spot" market prices. Given the uncertainty of the timing and volumes of our natural gas production this year, we do not currently plan to enter into any long term fixed-price natural gas contracts, swap or hedge positions, other gas financial instruments, or financial derivatives in 2014.

 

Outlook for 2014/2015 Capital

 

Depending on capital availability, we are forecasting capital spending of up to approximately $6,350,000 during the remainder of 2014 and 2015, allocated as follows:

 

1.

Madisonville Project, Madison County, Texas - Approximately $6,150,000 may be expended in the Madisonville Field area as follows: $650,000 for the Mitchell well workover; $1,500,000 toward the fracture stimulation and hook up costs of the Wilson well and $4,000,000 for the expansion of the gas treatment plant.

 

2.

California - Approximately $200,000 to be utilized for land and permitting costs.

 

We may, in our discretion, decide to allocate resources towards other projects in addition to or in lieu of, those listed above should other opportunities arise and as circumstances warrant. We currently do not have sufficient working capital to fund all of the capital expenditures listed above. We may, in our discretion, fund the foregoing planned expenditures from operating cash flows, asset sales, potential debt and equity issuances and/or a combination of all four. The Madisonville Project forecasted capital expenditures will play an important part in the Company achieving its 2014 and 2015 cash flow projections.  See "Liquidity and Capital Resources."

 

We expect commodity prices to be volatile, reflecting the current supply and demand fundamentals for North American natural gas and world crude oil. Political and economic events around the world, which are difficult to predict, will continue to influence both oil and gas prices. Significant price changes for oil and gas often lead to changes in the levels of drilling activity which in turn lead to changes in costs to explore, develop and acquire oil and gas reserves. Significant change in costs could affect the returns on our capital expenditures.

 

Impact of Inflation & Changing Prices

 

We are highly dependent upon natural gas pricing. A material decrease in current and projected natural gas prices could impair our ability to raise additional capital on acceptable terms. Likewise, a material decrease in current and projected natural gas prices could also impact our revenues and cash flows. This could impact our ability to fund future activities.

 

Changing prices have had a significant impact on costs of drilling and completing wells, particularly in the Madisonville Field area where we are currently the most active. These higher costs have impacted and will continue to impact our income from operations in the form of higher depletion expense.

 

Critical Accounting Estimates

 

Our consolidated financial statements have been prepared by management in accordance with U.S. GAAP. We refer you to the corresponding section in Part II, Item 7 and the notes to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2013 for the description of critical accounting policies and estimates.

 

In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards (“IFRS”), FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual and interim periods beginning after December 15, 2016. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

Risks and Uncertainties

 

There are a number of risks that face participants in the oil and natural gas industry, including a number of risks that face us in particular. Accordingly, there are risks involved in an ownership of our securities. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013 for a description of the principal risks faced by us.

 

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to market risks arising from fluctuating prices of natural gas and interest rates as discussed below.

 

Commodity Risk.  Our major commodity price risk exposure is to the prices received for our natural gas production. Realized commodity prices received for our production are the spot prices applicable to natural gas in the East Texas region. Prices received for natural gas are volatile and unpredictable and are beyond our control.

 

Currency Translation Risk.  Because our revenues and expenses are primarily in U.S. dollars, we have little exposure to currency translation risk, and, therefore, we have no plans in the foreseeable future to implement hedges or financial instruments to manage international currency changes.

 

Interest Rate Risk. Interest rates on future debt offerings could be higher than current levels, causing our financing costs to increase accordingly. We do not currently utilize hedging contracts to protect against interest rate risk.

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our President, Chief Executive Officer and Chairman and our Vice President of Finance, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2014.  Based on this evaluation, we have concluded that, as of June 30, 2014, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) accumulated and communicated to our management, including our President and Chief Executive Officer and our Vice President of Finance, as appropriate to allow timely decisions regarding required disclosure.

 

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

From time to time, we are party to litigation or other legal and administrative proceedings that we consider to be a part of the ordinary course of our business. Currently, we are not involved in any legal proceedings nor are we party to any pending or threatened claims that could, individually or in the aggregate, reasonably be expected to have a material adverse effect on our financial condition, cash flow or results of operations.

 

Item 1A.  Risk Factors

 

As of the date of this filing, there have been no material changes from the risk factors previously disclosed in our "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013, referred to as our 2013 Annual Report. An investment in our securities involves various risks. When considering an investment in our company, you should consider carefully all of the risk factors described in our 2013 Annual Report. These risks and uncertainties are not the only ones facing us and there may be additional matters that we are unaware of or that we currently consider immaterial.

 

Item 2.  Unregistered Sales of Securities and Use of Proceeds

 

Unregistered Sales of Securities

 

During the period of January through June 2014, we completed common stock sales through private placement transactions to certain accredited investors. Shares were priced at $0.05 per share. The total aggregate purchase price for the shares sold was $1,600,000, and represented the sale of 32,000,000 common shares.  In conjunction with the transactions, the Company incurred issuance costs of $125,000 and 800,000 common shares. We agreed to grant "piggyback" registration rights to the investors with respect to the shares of common stock.

 

GeoPetro issued the aforementioned common shares in reliance on the exemption from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the " Securities Act "), and Rule 506 of Regulation D thereunder. GeoPetro relied on the exemption from registration provided for under Section 4(2) of the Securities Act based in part on the representations made by the purchasers, including the representations with respect to each purchaser's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each purchaser's investment intent with respect to the securities purchased.  In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.  We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investors with disclosure of all material aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information.  We believed that the accredited investors obtained all information regarding the Company that they requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.

 

Use of Proceeds

 

Any proceeds realized are expected to be used for general working capital purposes and the Texas and California properties. Any changes in the projected use of proceeds will be made at the sole discretion of our board of directors.

 

Item 3.  Defaults Upon Senior Securities

 

Not applicable.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

 

Item 5.  Other Information

 

Not applicable

 

 

Item 6.  Exhibits

 

EXHIBIT INDEX

 

Exhibit Number
31.1 (1)		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 (1)		Rule 13a-14(a)/15d-14(a) Certification of Vice President of Finance.
32.1 (1)		Certification of Chief Executive Officer and Vice President of Finance of GeoPetro Resources Company pursuant to 18 U.S.C. § 1350.
101 (1)		The following materials from the GeoPetro Resources Company Form 10-Q for the quarter ended June 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows and (iv) related notes, tagged as blocks of text.

 

(1)          Furnished herewith

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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, on August 14, 2014.

 

GEOPETRO RESOURCES COMPANY
By:	/s/ Stuart J. Doshi
	Stuart J. Doshi
	President, Chief Executive Officer and Chairman of the Board
By:	/s/ Dale W. Dvoracek
	Dale W. Dvoracek
	Vice President of Finance

 

 

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