Form 10QSB for UNIVERSAL PROPERTY DEVELOPMENT & ACQUISITION CORP
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20-Aug-2007
Quarterly Report
Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Overview and Outlook
UPDA
The Company is engaged in the oil and natural gas acquisition, production, and development industry. UPDA currently has operations in the State of Texas.
Continental
Continental serves as the trading segment for UPDA. Continental owns and operates UPDA's port facilities, as well as the blending and distribution businesses. The management of Continental, in executing its business plan, has reorganized operations, increased condensate (light crude) trading and developed additional supply contacts and further top tier customers. In addition Continental is pursuing the acquisition of oil and gas marketing companies and other operations consistent with its goals.
Heartland
Heartland Oil and Gas Corporation is an oil and gas company primarily engaged in exploration, development, and sale of Coal Bed Methane ("CBM") in the Cherokee basin and Forest City basin of northeast Kansas. Heartland Oil and Gas Corporation holds their interest in nearly 1 million acres in eastern Kansas. Heartland incorporated in Nevada in 1998. Heartland Gas Gathering LLC, their wholly-owned affiliate, is responsible for gas sales and operation of the pipeline and associated facilities. Heartland Oil and Gas, Inc., a wholly-owned subsidiary, operates their project areas in eastern Kansas.
By the end of 2005 Heartland contracted to sell their gas and committed funds to construct a 5.5 mile gas gathering line and processing plant to initiate gas sales from Lancaster, their largest battery. Heartland initiated continuous gas sales in February 2006. Gas from the other three batteries is being vented while awaiting pipeline hook-up. A battery is a well or group of wells and associated production facilities in one general area.
Lancaster is currently producing approximately 300 thousand cubic feet of gas per day ("Mcfgpd"). Sales average approximately 225 Mcfgpd net of fuel gas, shrinkage, dehydration, and carbon dioxide extraction necessary to get the gas to sales quality. After processing, the gas delivered to the sales line averages 1006 million British thermal units per thousand cubic feet. The system and facilities are sized to support production growth from Lancaster, the adjacent batteries currently venting gas, and future development drilling between existing project areas. The adjacent batteries are currently venting approximately 200 Mcfgpd.
Results of Operations - For the Three and Six Months Ended June 30, 2007 and 2006
Natural gas sales. For the three and six months ended June 30, 2007, natural gas sales revenue was $193,384 and $264,742 compared to $19,446 and $34,477 for the same period during 2006. The revenues were the result of production in the Canyon Creek, Catlin and Heartland subsidiaries. The increase was primarily due to Catlin and Heartland production as in 2006 Catlin and Heartland were not yet acquired.
Oil sales. For the three and six months ended June 30, 2007, oil sales revenue was $154,566 and $278,292 compared to $98,107 and $168,154 for the same period during 2006. The revenues were the result of our producing wells in the Canyon Creek and Catlin subsidiaries. The increase was primarily due to Catlin production as in 2006 Catlin was not yet acquired.
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Condensate sales. For the three and six months ended June 30, 2007, condensate sales revenue was $6,694,036 and $7,806,861 compared to none for both of the same periods during 2006. The increase in revenue was primarily the result of the sale of condensate in the Continental subsidiary that was acquired in 2007. There were no revenues in the same period of 2006 because this is a new subsidiary for the Company. In addition, the increase in revenue was the result of the first sale of condensate from the tanks in Brownsville in the Texas Trading subsidiary that were purchased in 2007. There were no revenues in the same period of 2006 because this is a new business line for the Company.
Operating fees and other revenue. For the three and six months ended June 30, 2007, operating fees and other revenue were both $4,016 compared to none for both of the same periods during 2006. The increase in revenue was the result of compression and transportation revenue on the Heartland subsidiary that was acquired in 2007. There were no revenues in the same period of 2006 because this is a subsidiary for the Company.
Lease operating expenses. Our lease operating expenses were $454,522 and $665,174 for the three and six months ended June 30, 2007 compared with $48,427 and $59,205 for the three and six months ended June 30, 2006. The increase was primarily due to Catlin, Aztec and Heartland production as in 2006 Catlin, Aztec and Heartland were not yet acquired and increased production in Canyon Creek in 2007 versus the prior period.
Cost of condensate sales. Our cost of condensate sales was $6,197,922 and $7,316,923 for the three and six months ended June 30, 2007, compared to none for both the three and six months ended June 30, 2006. The increase was due to the cost related to the sale of condensate in the Continental subsidiary that was acquired in 2007 and to out first sale of condensate from the tanks in Brownsville in the Texas Trading subsidiary that were purchased in 2007.
Depletion. Our depletion expense was $175,213 and $220,641 for the three and six months ended June 30, 2007, compared to $8,182 and $12,964 for the three and six months ended June 30, 2006. The increase was primarily due to Catlin & Heartland production as in 2006 Catlin and Heartland were not yet acquired and increased production in Canyon Creek in 2007 versus the prior period.
Consulting Fees and Services. Consulting fees and services increased by $4,358,826 and $4,690,601 to $4,899,728 and $5,506,495 for the three and six months ended June 30, 2007 compared to same period in 2006. The increase in consulting fees and services was partially due to the increase in consultants who were not on payroll for the acquisition of the US Petroleum Depot subsidiary in March 2007. In addition, there was an increase in consultants on UPDA for business consulting services in 2007 versus the prior period and UPDA-Operators had human resource and engineering consultants in 2007 versus the prior period. Also, stock was issued to officers and employees in 2007 versus the prior period.
Payroll and related benefits. Payroll and related benefits increased to $506,244 and $999,490 for the three and six months ended June 30, 2007, compared to $80,581 and $165,000 for the same periods in 2006. The increase was primarily related to increases in compensation expense associated with an increase in personnel required to administer our growth and entry into the energy business. In addition, the increase related to the consolidation of the Continental and Heartland subsidiaries that were acquired in 2007. There were no payroll expenses for them in the same period of 2006 because these are new subsidiaries for the Company.
General and administrative expenses. General and administrative expenses increased by $873,212 and $1,338,250 to $1,201,790 and $1,770,942 for the three and six months ended June 30, 2007, compared to the same period in 2006. The increase was primarily related to rent expense of $42,289 and $111,019, travel and entertainment expenses of $165,043 and $294,608, and legal and accounting expenses of $350,031 and $336,109 for the three and six months ended June 30, 2007.
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Depreciation. Our depreciation expense was $77,374 and $135,339 for the three and six months ended June 30, 2007, compared to $7,344 and $7,606 for the three and six months ended June 30, 2006. The increase was primarily depreciation on the oil field equipment in the Catlin subsidiary as in 2006 Catlin was not yet acquired.
Other income (expense). Other income and expense decreased by both $52,688,590 for the three and six months ended June 30, 2007 versus none and $30,000 the three and six months ended June 30, 2006. The decrease primarily related to the loss on settlement of notes payable for common stock on Continental. Other income and expense also decreased by both $1,500,000 for the three and six months ended June 30, 2007 versus none for both the three and six months ended June 30, 2006. The decrease primarily related to a loss on debt conversion for an officer/shareholder advance to the Company. Other income and expense increased by both $1,680,730 because of a gain on the acquisition of Heartland's debt for the three and six months ended June 30, 2007 versus the three and six months ended June 30, 2006. Other income and expense increased by none and $940,000 because of a gain on sales of equity interest in Canyon Creek, Catlin, and Texas Energy Pipeline for the three and six months ended June 30, 2007 versus the three and six months ended June 30, 2006. 'Other income and expense also increased by interest income of $2,631 and $5,970 for the three and six months ended June 30, 2007 versus the three and six months ended June 30, 2006. The increase was primarily due to interest earned on the letter of credit outstanding at June 30, 2007. Other income and expense also includes interest expense which increased to $112,559 and $117,842 for the three and six months ended June 30, 2007 from $670 and $1,340 for the same periods in 2006.
Income tax expense. Our effective tax rate is 34% during 2007 and 2006. As we have significant net operating loss carryforwards, income tax expense is comprised of minimum state filing fees only.
Net loss after minority interest. Net loss after minority interest increased by $59,467,871 and $59,810,127 to $59,767,554 and $60,494,436 for the three and six months ended June 30, 2007 when compared to the same periods in 2006. The primary reason for the increase is the loss on settlement of notes payable for common stock on Continental.
Revenues Year to Date by Geographic Section
All revenue from sales of crude oil and gas during the three and six months ended June 30, 2007 were in the State of Texas.
Capital Resources and Liquidity
As shown in the consolidated financial statements, at June 30, 2007, the Company had cash on hand of $209,580, compared to $12,439 at December 31, 2006. Net cash used in operating activities was $4,961,824 for the six months ended June 30, 2007. We had a net loss of $60,494,436. We had non-cash charges that included $52,688,590 due to loss on debt conversion related to Continental acquisition, $1,500,000 due to loss on debt conversion related to officer/shareholder advances to Company, $1,680,370 gain on debt conversion related to Heartland acquisition, $4,685,152 due to consulting fees and services related to the issuance of common shares or options to acquire such shares, $652,673 related to accretion expense on the Sheridan loan and $355,980 related to depreciation, depletion and accretion expense. We had an add back of 940,000 from a gain on the sale of our equity interests in Canyon Creek, Catlin, and Texas Energy Pipeline subsidiaries, and $99,822 of minority interest loss. In addition, changes in operating assets and liabilities totaled $1,622,831 during the six months ended June 30, 2007.
Net cash used in operating activities was $755,796 for the six months ended June 30, 2006. We had a net loss of $684,309. We had non-cash charges of $480,950 due to consulting fees and services related to the issuance of common shares or options to acquire such shares, $30,000 related to gain on liabilities no longer due and never paid, $20,570 related to depreciation, depletion and accretion and $231,221 of minority interest income. In addition, changes in operating assets and liabilities totaled $71,272 during the six months ended June 30, 2006.
Cash flows used in investing activities was $1,591,035 during the six months ended June 30, 2007. It primarily consisted of $123,177 of cash acquired as part of Heartland acquisition, $310,446 for payment of capitalized oil and gas properties work-over costs, $187,863 for purchases of oil field equipment and other equipment and $1,147,503 for acquisition of the oil storage facility.
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Cash flows used in investing activities was $2,771,166 during the six months ended June 30, 2006. Investing activities included $1,998,536 used for payment of capitalized oil and gas properties work-over costs, $1,701,000 for payments for assignment of rights to oil and gas leases to the company, $1,000,000 for proceeds from substitution of cash for marketable securities of Siteworks Building and Development, Inc. and $146,630 for purchases of oil field equipment and other equipment.
The cash flows provided by financing activities of $6,750,000 during the six months ended June 30, 2007, consisted of $3,465,000 of proceeds from the sale of our Class B preferred stock, $1,350,000 advances received under line of credit, $1,729,000 proceeds of cash received from third party participation in Heartland subsidiary acquisition and a $206,000 increase in notes and loans payable.
The cash flows provided by financing activities of $3,744,268 during the six months ended June 30, 2006, consisted mainly of proceeds from the sale of our Class B preferred stock
On August 18, 2007 the Company executed a loan agreement with Sheridan Asset Management, LLC ("Sheridan") for the principal amount of $3,250,000. The proceeds of the note will be used for the Palo Pinto acquisition.
We had losses of approximately $60,494,000 for the six months ended June 30, 2007, and do not currently generate positive cash flows from operations. In order for us to continue during the next twelve months we will need to secure approximately $3.0 million of debt or equity financing in addition to $3,250,000 financing from the Sheridan loan described above.
While we expect to raise the additional financing in the future, there can be no guarantee that we will be successful.
Disclosures About Market Risks
Like other natural resource producers, we face certain unique market risks. The two most salient risk factors are the volatile prices of oil and gas and certain environmental concerns and obligations.
Oil and Gas Prices
Current competitive factors in the domestic oil and gas industry are unique. The actual price range of crude oil is largely established by major international producers. Pricing for natural gas is more regional. Because domestic demand for oil and gas exceeds supply, there is little risk that all current production will not be sold at relatively fixed prices. To this extent we do not see the Company as directly competitive with other producers, nor is there any significant risk that the Company could not sell all production at current prices with a reasonable profit margin. The risk of domestic overproduction at current prices is not deemed significant. The primary competitive risks would come from falling international prices which could render current production uneconomical.
It is also significant that more favorable prices can usually be negotiated for larger quantities of oil and/or gas product, such that the Company views itself as having a price disadvantage to larger producers. Large producers also have a competitive advantage to the extent they can devote substantially more resources to acquiring prime leases and resources to better find and develop prospects.
Environmental
Oil and gas production is a highly regulated activity which is subject to significant environmental and conservation regulations both on a federal and state level. Historically, most of the environmental regulation of oil and gas production has been left to state regulatory boards or agencies in those jurisdictions where there is significant gas and oil production, with limited direct regulation by such federal agencies as the Environmental Protection Agency. However, while the Company believes this generally to be the case for its production activities in Texas, Oklahoma, Kansas and New Mexico, it should be noticed that there are various Environmental Protection Agency regulations which would govern significant spills, blow-outs, or uncontrolled emissions.
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In Oklahoma, Texas, Kansas and New Mexico specific oil and gas regulations exist related to the drilling, completion and operations of wells, as well as disposal of waste oil. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the Oklahoma Corporation Commission, Oil and Gas Division, the Texas Railroad Commission, Oil and Gas Division, the Kansas Corporation Commission, Oil and Gas Division or the New Mexico Oil Conservation Division.
Compliance with these regulations may constitute a significant cost and effort for UPDA. No specific accounting for environmental compliance has been maintained or projected by UPDA to date. UPDA does not presently know of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which it or the acquired properties are involved or subject to or arising out of its predecessor operations. In the event of a breach of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies to include: ordering a clean up of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities. In certain egregious situations the agencies may also pursue criminal remedies against the Company or its principals.
Forward-Looking Information
Certain statements in this Section and elsewhere in this report are forward-looking in nature and relate to trends and events that may affect the Company's future financial position and operating results. Such statements are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. The terms "expect," "anticipate," "intend," and "project" and similar words or expressions are intended to identify forward-looking statements. These statements speak only as of the date of this report. The statements are based on current expectations, are inherently uncertain, are subject to risks, and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including changes in economic conditions in the markets served by the company, increasing competition, fluctuations in raw materials and energy prices, and other unanticipated events and conditions. It is not possible to foresee or identify all such factors. The company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.