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EXCEL - IDEA: XBRL DOCUMENT - AMBER RESOURCES CO OF COLORADO | Financial_Report.xls |
EX-32.1 - EXHIBIT 32.1 - AMBER RESOURCES CO OF COLORADO | c17957exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - AMBER RESOURCES CO OF COLORADO | c17957exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - AMBER RESOURCES CO OF COLORADO | c17957exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - AMBER RESOURCES CO OF COLORADO | c17957exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
OR
o | 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 0-8874
Amber Resources Company of Colorado
(Exact name of registrant as specified in its charter)
Delaware | 84-0750506 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
370 17th Street, Suite 4300 | ||
Denver, Colorado | 80202 | |
(Address of principal executive offices) | (Zip Code) |
(303) 293-9133
(Registrants telephone number, including area code)
(Registrants 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 þ No o
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 during the preceding 12 months(or for such shorter period
that the registrant was required to submit and post such files). Yes þ No o
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 the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Non-accelerated filer þ | Accelerated filer o | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act): Yes þ No o
4,666,185 shares of common stock $.0625 par value were outstanding as of July 15, 2011.
INDEX
PAGE NO. | ||||||||
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13 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
The terms Amber, Company, we, our, and us refer to Amber Resources Company of Colorado
unless the context suggests otherwise.
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BALANCE SHEETS
(Unaudited)
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
Cash |
$ | 927,170 | $ | 975,507 | ||||
Total assets |
$ | 927,170 | $ | 975,507 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Liabilities: |
||||||||
Payable to parent |
$ | 12,522 | $ | 11,834 | ||||
Stockholders Equity: |
||||||||
Preferred
stock, $.10 par value; authorized
5,000,000 shares of Class A convertible
preferred stock, none issued |
| | ||||||
Common stock, $.0625 par value; authorized
25,000,000 shares, issued and outstanding
4,666,185 shares |
291,637 | 291,637 | ||||||
Additional paid-in capital |
5,755,232 | 5,755,232 | ||||||
Accumulated deficit |
(5,132,221 | ) | (5,083,196 | ) | ||||
Total stockholders equity |
914,648 | 963,673 | ||||||
Total liabilities and stockholders equity |
$ | 927,170 | $ | 975,507 | ||||
See accompanying notes to financial statements.
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AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
(A Subsidiary of Delta Petroleum Corporation)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
Three Months Ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
Oil and gas sales |
$ | | $ | | ||||
Operating expenses: |
||||||||
General and administrative, including
$25,000 in each 2011 and 2010 to parent |
25,688 | 26,584 | ||||||
Operating loss |
(25,688 | ) | (26,584 | ) | ||||
Other income: |
||||||||
Interest income |
413 | 1,305 | ||||||
Net loss |
(25,275 | ) | (25,279 | ) | ||||
Accumulated deficit at beginning of the period |
(5,106,946 | ) | (5,009,564 | ) | ||||
Accumulated deficit at end of the period |
$ | (5,132,221 | ) | $ | (5,034,843 | ) | ||
Basic and diluted loss per share |
$ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted average number of common shares
outstanding |
4,666,185 | 4,666,185 | ||||||
See accompanying notes to financial statements.
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AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
(A Subsidiary of Delta Petroleum Corporation)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
Six Months Ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
Oil and gas sales |
$ | | $ | | ||||
Operating expenses: |
||||||||
General and administrative, including
$50,000 in each 2011 and 2010 to parent |
50,688 | 51,584 | ||||||
Operating loss |
(50,688 | ) | (51,584 | ) | ||||
Other income: |
||||||||
Interest income |
1,663 | 2,845 | ||||||
Net loss |
(49,025 | ) | (48,739 | ) | ||||
Accumulated deficit at beginning of the period |
(5,083,196 | ) | (4,986,104 | ) | ||||
Accumulated deficit at end of the period |
$ | (5,132,221 | ) | $ | (5,034,843 | ) | ||
Basic and diluted loss per share |
$ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted average number of common shares
outstanding |
4,666,185 | 4,666,185 | ||||||
See accompanying notes to financial statements.
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Table of Contents
AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
(A Subsidiary of Delta Petroleum Corporation)
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (49,025 | ) | $ | (48,739 | ) | ||
Net cash used in operating activities |
(49,025 | ) | (48,739 | ) | ||||
Cash flows from financing activities: |
||||||||
Changes in payable to parent, net |
688 | 1,584 | ||||||
Net cash provided by financing
activities |
688 | 1,584 | ||||||
Net change in cash |
(48,337 | ) | (47,155 | ) | ||||
Cash at beginning of period |
975,507 | 1,070,435 | ||||||
Cash at end of period |
$ | 927,170 | $ | 1,023,280 | ||||
See accompanying notes to financial statements.
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AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the
instructions to Form 10-Q and, in accordance with those rules, do not include all the information
and notes required by generally accepted accounting principles for complete financial statements.
As a result, these unaudited financial statements should be read in conjunction with Amber
Resources Company of Colorados (the Company) audited financial statements and notes thereto
filed with the Companys annual report on Form 10-K for the year ended December 31, 2010. In the
opinion of management, all adjustments, consisting only of normal recurring accruals, considered
necessary for a fair presentation of the financial position of the Company and the results of its
operations have been included. Operating results for interim periods are not necessarily indicative
of the results that may be expected for the complete fiscal year. For a more complete
understanding of the Companys operations and financial position, reference is made to the
financial statements of the Company, and related notes thereto, filed with the Companys annual
report on Form 10-K for the year ended December 31, 2010, previously filed with the Securities and
Exchange Commission.
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.
Significant estimates include oil and gas reserves, oil and gas properties, income taxes,
contingencies and litigation. Actual results could differ from these estimates.
Subsequent events were evaluated through the date of issuance of these consolidated financial
statements at the time this Quarterly Report on Form 10-Q was filed with the Securities and
Exchange Commission.
As the Company has no operating activities and tendered an assignment of its remaining leases to
the government just prior to receipt of the litigation proceeds in April 2009, it does not expect
to have positive operating cash flows in the future. Further, the Company is currently evaluating
its plans with respect to the future of the Company.
The Company continues to evaluate the possibility of continuing in business, merging with another
entity or liquidating and distributing assets to its shareholders, but it does not expect to
liquidate prior to the resolution of certain litigation with the United States government. (See
Note 3, Contingencies, herein.)
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AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
(2) Oil and Gas Properties
The Company sold all of its onshore producing properties to Delta Petroleum Corporation on July 1,
2001. As such, no oil and gas revenues were recorded during the three and six months ended June
30, 2011 and 2010. In April 2009, the Company conveyed all of its ownership interest in all of its
remaining properties to the United States in connection with the entry of a final judgment in the
amount of $1,496,235 entered in the Companys favor and against the government in a lawsuit
alleging that the U.S. government materially breached the terms of certain undeveloped federal
leases, some of which were part of the Companys offshore California properties. The Company has
not owned any interests in any oil or gas properties since it conveyed its remaining properties to
the United States.
(3) Contingencies
The Company formerly owned a 0.97953% working interest in OCS Lease 320 in the Sword Unit, Offshore
California. Lease 320 was conveyed back to the United States at the conclusion of its previous
litigation with the government (Amber Resources Co., et al. vs. United States, Civ. Act. No. 2-30
filed in the United States Court of Federal Claims) when the courts determined that the government
had breached that lease (among others) and was liable to the working interest owners for damages;
however, the government now contends that the former working interest owners are still obligated to
permanently plug and abandon an exploratory well that was drilled on the lease and to clear the
well site. The former operator of the lease commenced litigation against the government in United
States District Court for the District of Columbia (Noble Energy Corp. vs. Kenneth L. Salazar,
Secretary United States Department of the Interior, et al No. 1:09-cv-02013-EGS) seeking a
declaratory judgment that the former working interest owners are not responsible for these costs as
a result of the governments breach of the lease. On April 22, 2011, the Court entered a judgment
in favor of the government, ruling that the working interest owners jointly and severally share the
responsibility to permanently plug and abandon the subject well, and that this duty was not
discharged by the governments breach of contract. On May 11, 2011, the former operator filed an
appeal of this ruling to the United States Court of Appeals for the District of Columbia Circuit.
It is currently unknown whether or not the appeal will be successful, or what the likely range of
costs of decommissioning the well would be if the former working interest owners are ultimately
held liable. If, at the conclusion of the litigation, the working interest owners are held liable,
the Company would be responsible for the payment of its proportionate share of the cost.
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Table of Contents
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward Looking Statements
The statements contained in this report which are not historical fact are forward looking
statements that involve various important risks, uncertainties and other factors which could cause
our actual results to differ materially from those expressed in such forward looking statements.
These factors include, without limitation, the risks and factors set forth below as well as other
risks previously disclosed in our annual report on Form 10-K.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations were based upon
the financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses. Our significant accounting policies are described in Note 2 to our financial
statements filed in Form 10-K for our year ended December 31, 2010. In response to SEC Release No.
33-8040, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, we have
identified certain of these policies as being of particular importance to the portrayal of our
financial position and results of operations and which require the application of significant
judgment by management. We analyze our estimates, including those related to oil and gas reserves,
oil and gas properties, income taxes, contingencies and litigation, and base our estimates on
historical experience and various other assumptions that we believe are reasonable under the
circumstances. Actual results may differ from these estimates under different assumptions or
conditions. We believe that our critical accounting policies affect our more significant judgments
and estimates used in the preparation of our financial statements.
Background
We (Amber, we, us and our) were incorporated in January 1978, and are principally engaged
in acquiring, exploring and developing oil and gas properties. Until April of 2009, we owned
interests in undeveloped oil and gas properties offshore California, near Santa Barbara.
As of June 30, 2011, our remaining principal asset was cash in the bank because during 2009 we
delivered assignments conveying all of our interests in three undeveloped Federal units located in
the Santa Barbara Channel and the Santa Maria Basin offshore California to the United States of
America in connection with the entry of a final judgment in the amount of $1,496,235 entered in our
favor and against the United States. (See Note 2, Oil and Gas Properties to the accompanying
financial statements for further information.)
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Table of Contents
Liquidity and Capital Resources
At June 30, 2011, we had working capital of $914,648. Cash used in operating activities was $49,025
during the six months ended June 30, 2011, as compared to cash used in operating activities of
$48,739 for the six months ended June 30, 2010. Cash used in operations during the six months ended
June 30, 2011 and 2010 was primarily due to the management fee of $50,000 and $50,000,
respectively, paid to Delta Petroleum Corporation (Delta), a related party.
Results of Operations
Net loss. We reported net losses of $25,275 and $25,279 for the three months ended June 30, 2011
and 2010, respectively, and net losses of $49,025 and $48,739 for the six months ended June 30,
2011 and 2010, respectively. As all of our producing properties were sold on July 1, 2001, there
were no revenues, production volumes, lease operating expenses or depletion in the three or six
months ended June 30, 2011 and 2010.
General and Administrative Expenses. General and administrative expense primarily consisted of
expenses allocated from Delta. For the three months ended June 30, 2011 and 2010, general and
administrative expenses were $25,688 and $26,584, respectively. For the six months ended June 30,
2011 and 2010, general and administrative expenses were $50,688 and $51,584 respectively.
Recently Adopted Accounting Standards and Pronouncements
None.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Market risk is the potential loss arising from adverse changes in market rates and prices, such as
foreign currency exchange and interest rates and commodity prices. We do not use financial
instruments to manage foreign currency exchange or interest rate risks and do not hold or issue
financial instruments for trading purposes.
ITEM 4. | CONTROLS AND PROCEDURES |
Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based on this evaluation,
our management, including our principal executive officer and principal financial officer,
concluded that our disclosure controls and procedures were effective as of June 30, 2011, to ensure
that information required to be disclosed by us in the reports filed or submitted by us under the
Exchange Act (i) is recorded, processed, summarized and reported within the time period specified
in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate, to allow
appropriate decisions on a timely basis regarding required disclosure.
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There were no changes in internal control over financial reporting that occurred during the fiscal
quarter covered by this report 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 |
As of the date of this report, we are not involved in any legal proceedings except as follows:
We formerly owned a 0.97953% working interest in OCS Lease 320 in the Sword Unit, Offshore
California. Lease 320 was conveyed back to the United States at the conclusion of our previous
litigation with the government (Amber Resources Co., et al. vs. United States, Civ. Act. No. 2-30
filed in the United States Court of Federal Claims) when the courts determined that the government
had breached that lease (among others) and was liable to the working interest owners for damages;
however, the government now contends that the former working interest owners are still obligated to
permanently plug and abandon an exploratory well that was drilled on the lease and to clear the
well site. The former operator of the lease commenced litigation against the government in United
States District Court for the District of Columbia (Noble Energy Corp. vs. Kenneth L. Salazar,
Secretary United States Department of the Interior, et al No. 1:09-cv-02013-EGS) seeking a
declaratory judgment that the former working interest owners are not responsible for these costs as
a result of the governments breach of the lease. On April 22, 2011, the Court entered a judgment
in favor of the government, ruling that the working interest owners jointly and severally share the
responsibility to permanently plug and abandon the subject well, and that this duty was not
discharged by the governments breach of contract. On May 11, 2011, the former operator filed an
appeal of this ruling to the United States Court of Appeals for the District of Columbia Circuit.
It is currently unknown whether or not the appeal will be successful, or what the likely range of
costs of decommissioning the well would be if the former working interest owners are ultimately
held liable. If, at the conclusion of the litigation, the working interest owners are held liable,
we would be responsible for the payment of our proportionate share of the cost.
ITEM 1A. | RISK FACTORS |
There have been no material changes to the Risk Factors included in our Annual Report on Form 10-K
for the period ended December 31, 2010.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
None.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
ITEM 5. | OTHER INFORMATION. |
None.
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ITEM 6. | EXHIBITS. |
Exhibits are as follows:
31.1 | Certification of principal executive officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed
herewith electronically |
|||
31.2 | Certification of principal financial officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed
herewith electronically |
|||
32.1 | Certification of principal executive officer pursuant to
18 U.S.C. Section 1350. Filed herewith electronically |
|||
32.2 | Certification of principal financial officer pursuant to
18 U.S.C. Section 1350. Filed herewith electronically |
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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.
AMBER RESOURCES COMPANY OF COLORADO (Registrant) |
||||
Date: July 18, 2011 | By: | /s/ Carl E. Lakey | ||
Carl E. Lakey | ||||
Principal Executive Officer | ||||
By: | /s/ Kevin K. Nanke | |||
Kevin K. Nanke | ||||
Principal Financial Officer |
13