Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM 10-Q
S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 000-51656
EAGLE FORD OIL & GAS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 75-2990007 | |
| (State of other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
| 2951 Marina Bay Dr., Ste 130-369 | ||
| League City, TX | 77573 | |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 383-9648
Indicate by check mark whether the registrant (1) 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes S 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 S
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 definition 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 | S |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S
39,961,815 shares of the registrant’s common stock were outstanding as of November 12, 2013.
TABLE OF CONTENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2013 (Unaudited) | December 31, 2012 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 774 | $ | 259,138 | ||||
| Accounts receivable - production | 21,410 | 26,568 | ||||||
| Prepaid expenses and other current assets | 22,242 | 14,385 | ||||||
| Total current assets | 44,426 | 300,091 | ||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Oil and gas properties, using full cost accounting | ||||||||
| Costs not subject to amortization | 8,514,877 | 8,514,877 | ||||||
| Pipeline transmission properties | 30,839 | 30,839 | ||||||
| Less: accumulated depreciation and depletion | (11,248 | ) | (7,500 | ) | ||||
| Total property and equipment, net | 8,534,468 | 8,538,216 | ||||||
| OTHER ASSETS | ||||||||
| Deposits | 100,000 | 100,000 | ||||||
| TOTAL ASSETS | $ | 8,678,894 | $ | 8,938,307 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable – trade | $ | 790,026 | $ | 592,303 | ||||
| Accrued expenses | 2,051,391 | 1,362,369 | ||||||
| Accrued interest to related parties | 207,240 | 153,390 | ||||||
| Notes payable, current portion | 8,803,992 | 1,772,709 | ||||||
| Notes payable to related parties, current portion | 897,500 | 897,500 | ||||||
| Convertible debentures | 545,000 | 545,000 | ||||||
| Total current liabilities | 13,295,149 | 5,323,271 | ||||||
| LONG-TERM LIABILITIES | ||||||||
| Long-term debt | — | 7,000,000 | ||||||
| Derivative liability - warrants | 140,035 | 188,933 | ||||||
| Asset retirement obligations | 24,802 | 24,802 | ||||||
| Total long term liabilities | 164,837 | 7,213,735 | ||||||
| TOTAL LIABILITIES | 13,459,986 | 12,537,006 | ||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred stock, undesignated, 10,000,000 shares authorized, none issued and outstanding | — | — | ||||||
| Common stock, $0.001 par value, 75,000,000 shares authorized, 39,655,759 and 38,624,620 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 39,656 | 38,625 | ||||||
| Additional paid-in-capital | 6,635,912 | 6,329,943 | ||||||
| Accumulated deficit | (11,456,660 | ) | (9,967,267 | ) | ||||
| Total shareholders’ deficit | (4,781,092 | ) | (3,598,699 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 8,678,894 | $ | 8,938,307 | ||||
See summary of significant accounting policies and notes to unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Nine months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| REVENUE | $ | 889 | $ | (124 | ) | $ | 3,811 | $ | 3,748 | |||||||
| OPERATING EXPENSES | ||||||||||||||||
| Lease operating expenses | 2,599 | (1,137 | ) | 8,968 | 1,713 | |||||||||||
| General and administrative expenses | 209,220 | 306,775 | 786,239 | 1,064,521 | ||||||||||||
| Depreciation, depletion and accretion | 1,250 | 1,850 | 3,748 | 5,685 | ||||||||||||
| Total operating expenses | 213,069 | 307,488 | 798,955 | 1,071,919 | ||||||||||||
| Net operating loss | (212,180 | ) | (307,612 | ) | (795,144 | ) | (1,068,171 | ) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest expense | (252,428 | ) | (245,857 | ) | (743,146 | ) | (439,428 | ) | ||||||||
| Unrealized gain on change in derivative value | 30,036 | 53,358 | 48,897 | 103,991 | ||||||||||||
| Total other income (expenses) | (222,392 | ) | (192,499 | ) | (694,249 | ) | (335,437 | ) | ||||||||
| Net loss | (434,572 | ) | (500,111 | ) | (1,489,393 | ) | (1,403,608 | ) | ||||||||
| Loss per common share (basic and diluted) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||
| Weighted average common shares outstanding (basic and diluted): | 39,447,852 | 35,994,728 | 39,121,548 | 35,339,102 | ||||||||||||
See summary of significant accounting policies and notes to unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the Nine months ended September 30, 2013
(Unaudited)
| Common Stock | Additional | Total | ||||||||||||||||||
| Shares | Par Value | Paid-in Capital | Accumulated Deficit | Shareholders’ Deficit | ||||||||||||||||
| Balance, December 31, 2012 | 38,624,620 | $ | 38,625 | $ | 6,329,943 | $ | (9,967,267 | ) | $ | (3,598,699 | ) | |||||||||
| Common shares issued for cash | 650,058 | 650 | 168,350 | — | 169,000 | |||||||||||||||
| Shares issued in conversion of debt | 81,081 | 81 | 29,919 | — | 30,000 | |||||||||||||||
| Shares issued for services | 300,000 | 300 | 107,700 | — | 108,000 | |||||||||||||||
| Net loss | — | — | — | (1,489,393 | ) | (1,489,393 | ) | |||||||||||||
| Balance, September 30, 2013 | 39,655,759 | $ | 39,656 | $ | 6,635,912 | $ | (11,456,660 | ) | $ | (4,781,092 | ) | |||||||||
See summary of significant accounting policies and notes to unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Nine months Ended September 30, | ||||||||
| 2013 | 2012 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (1,489,393 | ) | $ | (1,403,608 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based compensation | 108,000 | 50,000 | ||||||
| Depreciation and depletion | 3,748 | 5,684 | ||||||
| Unrealized gain on change in derivative value | (48,898 | ) | (103,991 | ) | ||||
| Amortization of original discount on notes | 1,283 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable – production | 5,158 | 9,839 | ||||||
| Prepaid expenses and other current assets | (7,857 | ) | 11,938 | |||||
| Accounts payable – trade | 197,723 | 207,554 | ||||||
| Accrued expenses | 742,872 | 434,723 | ||||||
| Net cash used in operating activities | (487,364 | ) | (787,861 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of oil and gas properties | — | (6,450,246 | ) | |||||
| Net cash used in investing activities | — | (6,450,246 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of notes payable to related parties | — | 80,000 | ||||||
| Proceeds from issuance of short term notes, net of original discount | 60,000 | — | ||||||
| Proceeds from long term debt | — | 7,000,000 | ||||||
| Payments made on notes payable | — | (30,000 | ) | |||||
| Proceeds from sale of common stock | 169,000 | 175,000 | ||||||
| Net cash provided by financing activities | 229,000 | 7,225,000 | ||||||
| Net decrease in cash and cash equivalents | (258,364 | ) | (13,107 | ) | ||||
| Cash and cash equivalents, at beginning of period | 259,138 | 23,412 | ||||||
| Cash and cash equivalents, at end of period | $ | 774 | $ | 10,305 | ||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | — | $ | — | ||||
| Income taxes paid | $ | — | $ | — | ||||
| Non-cash investing and financial activities: | ||||||||
| Common shares issued to settle notes payable | $ | 30,000 | $ | 42,369 | ||||
| Notes payable reclass to accounts payable | $ | $ | 24,000 | |||||
See summary of significant accounting policies and notes to unaudited condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2013 and 2012
(Unaudited)
1. ORGANIZATION
Eagle Ford Oil & Gas Corp. (“Eagle Ford” or the” Company”) is an independent oil and gas company organized in Nevada actively engaged in oil and gas development, exploration and production with properties and operational focus in the Texas and Louisiana-Gulf Coast Region. Eagle Ford’s strategy is to grow its asset base by purchasing or investing in oil and gas drilling projects in the Texas and Louisiana regions.
On September 20, 2011, pursuant to a Purchase Agreement, Eagle Ford acquired all of the membership interests of Sandstone Energy, L.L.C. (“Sandstone”), an exploration stage entity at the time, in exchange for 17,857,113 shares of common stock of Eagle Ford (the “Reverse Acquisition”). Following the Reverse Acquisition, the shares issued to the former owners of Sandstone constituted 82% of the Company’s common stock.
Sandstone Energy, L.L.C.’s principal assets at the date of the Reverse Acquisition were 50% membership interests in each of Sandstone Energy Partners I, L.L.C. (“SSEP1”), Sandstone Energy Partners II, L.L.C. (“SSEP2”) and Sandstone Energy Partners III, L.L.C. (“SSEP3”). On August 8 and August 11, 2011, Eagle Ford acquired the remaining 50% interests in each of SSEP1, SSEP2 and SSEP3 with an accumulated deficit of $1,443,302 in exchange for 8,970,120 shares of Eagle Ford common stock. Eagle Ford now owns 100% of the interests in these ventures.
Eagle Ford continues to be a “smaller reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim financial statements have been prepared by the Company in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission. The financial information has not been audited and should not be relied upon to the same extent as audited financial statements. Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these unaudited interim financial statements should be read in conjunction with the Company’s financial statements and related notes contained in the Form 10-K for the year ended December 31, 2012.
In the opinion of management, the unaudited interim financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of operations for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results of operations to be expected for the full year.
The Company’s unaudited condensed consolidated financial statements include all accounts of Eagle Ford and its subsidiaries: Eagle Ford – East Pearsall, Sandstone, SSEP1, SSEP2, and SSEP3. All significant inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Eagle Ford’s unaudited condensed consolidated financial statements are based on a number of significant estimates, including oil and gas reserve quantities which are the basis for the calculation of depreciation, depletion and impairment of oil and gas properties; timing and costs associated with its asset retirement obligations; estimates for the realization of goodwill; and estimates of the value of derivative financial instruments.
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Reclassifications
Certain reclassifications have been made to amounts in prior periods to conform with the current period presentation. All reclassifications have been applied consistently to the periods presented.
Cash and Cash Equivalents
Eagle Ford considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.
Oil and Gas Properties, Full Cost Method
Eagle Ford uses the full cost method of accounting for oil and gas producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells used to find proved reserves, and to drill and equip development wells, including directly related overhead costs and related asset retirement costs, are capitalized. Under this method, all costs, including internal costs directly related to acquisition, exploration and development activities are capitalized as oil and gas property costs. Properties not subject to amortization consist of exploration and development costs which are evaluated on a property-by-property basis. Amortization of these unproved property costs begins when the properties become proved or their values become impaired. Eagle Ford assesses the realizability of unproved properties, if any, on at least an annual basis or when there has been an indication that impairment in value may have occurred. Impairment of unproved properties is assessed based on management’s intention with regard to future exploration and development of individually significant properties and the ability of Eagle Ford to obtain funds to finance such exploration and development. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is added to the capitalized costs to be amortized.
Costs of proved oil and gas properties, including future development costs, if any, are amortized using the units of production method over the estimated proved reserves.
In applying the full cost method, Eagle Ford performs an impairment test (ceiling test) at each reporting date, whereby the carrying value of property and equipment is compared to the “estimated present value,” of its proved reserves discounted at a 10-percent interest rate of future net revenues, based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties. If capitalized costs exceed this limit, the excess is charged as an impairment expense. The Company assessed the realizability of its oil and gas properties and determined that no impairment of its oil and gas properties was necessary as of September 30, 2013.
Depletion
Depletion is provided using the unit-of-production method based upon estimates of proved oil and natural gas reserves with oil and natural gas production being converted to a common unit of measure based upon their relative energy content. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment (ceiling test) indicate that the properties are impaired, the amount of the impairment is deducted from the capitalized costs to be amortized. Once the assessment of unproved properties is complete and when major development projects are evaluated, the costs previously excluded from amortization are transferred to the full cost pool and amortization begins. The amortizable base includes estimated future development costs and where significant, dismantlement, restoration and abandonment costs, net of estimated salvage value.
In arriving at rates under the unit-of-production method, the quantities of recoverable oil and natural gas reserves are established based on estimates made by the Company’s geologists and engineers which require significant judgment, as does the projection of future production volumes and levels of future costs, including future development costs. In addition, considerable judgment is necessary in determining when unproved properties become impaired and in determining the existence of proved reserves once a well has been drilled. All of these judgments may have significant impact on the calculation of depletion expense.
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Asset Retirement Obligations
The Company follows the provisions of the Accounting Standards Codification (“ASC”) 410 - Asset Retirement and Environmental Obligations. The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset and is subject to amortization. The Company’s asset retirement obligations relate to the abandonment of oil and gas producing facilities. The amounts recognized are based upon numerous estimates and assumptions, including future retirement costs, future recoverable quantities of oil and gas, future inflation rates and the credit-adjusted risk-free interest rate.
The following table describes changes in our asset retirement obligation during the nine months ended September 30, 2013 and the year ended December 31, 2012.
| Nine months Ended September 30, 2013 | For the Year Ended December 31, 2012 | |||||||
| ARO liability at beginning of period, current and noncurrent | $ | 24,802 | $ | 24,802 | ||||
| Liabilities incurred from acquisitions | — | — | ||||||
| Accretion | — | — | ||||||
| ARO liability at end of period, current and noncurrent | $ | 24,802 | $ | 24,802 | ||||
Revenue and Cost Recognition
Eagle Ford uses the sales method of accounting for natural gas and oil revenues. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers. The volume sold may differ from the volumes to which Eagle Ford is entitled based on our interest in the properties. Costs associated with production are expensed in the period incurred.
Loss per Share
Pursuant to FASB ASC Topic 260, Earnings per Share, basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of common and common equivalent shares outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options and warrants using the treasury stock and “if converted” method and conversion of preferred shares. For periods in which net losses are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of Eagle Ford’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At September 30, 2013 and December 31, 2012, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible.
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Concentration of Credit Risk
Financial instruments that potentially subject Eagle Ford to concentration of credit risk consist of cash and accounts receivable. At September 30, 2013, cash balances in interest-bearing accounts are zero.
Sales to a single customer comprised 100% of Eagle Ford’s total oil and gas revenues for each of the nine months ended September 30, 2013 and 2012. At September 30, 2013 and December 31, 2012, Eagle Ford’s accounts receivable from its primary customer was $21,410 and $26,568, respectively. Eagle Ford believes that, in the event that its primary customer is unable or unwilling to continue to purchase Eagle Ford’s production, there are a substantial number of alternative buyers for its production at comparable prices.
Property and Equipment, other than Oil and Gas Properties
Property and equipment are stated at cost. Additions of new equipment and major renewals and replacements of existing equipment are capitalized. Repairs and minor replacements are charged to operations as incurred. Cost and accumulated depreciation and amortization are removed from the accounts when assets are sold or retired, and the resulting gains or losses are included in operations.
Depreciation of property and equipment is provided using the straight-line method applied to the expected useful lives of the assets:
| Estimated useful lives | ||
| Pipeline transmission properties | 20 years | |
| Machinery and equipment | 3 – 7 years | |
| Office furniture, fixtures and equipment | 3 – 5 years |
Income Taxes
The Company uses the liability method of accounting for income taxes. Under this method, it records deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and uses enacted tax rates and laws that the Company expects will be in effect when it recovers those assets or settles those liabilities, as the case may be, to measure those taxes. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized.
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of September 30, 2013, the Company did not identify any uncertain tax positions.
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the income tax expense (benefit) line item in the statement of operations.
Share-Based Compensation
The Company follows ASC 718 - Compensation - Stock Compensation under which the Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates, if available. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, as defined in ASC 718, if any, are recognized as an addition to paid-in capital.
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Financial instruments
The accounting standards regarding fair value of financial instruments and related fair value measurements define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures.
The three levels are defined as follows:
| ● | Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| ● | Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that the warrants outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Stock.” See Note 6 for discussion of the impact the derivative financial instruments had on the Company’s unaudited condensed consolidated financial statements and results of operations.
The fair value of these warrants was determined using a lattice model with any change in fair value during the period recorded in earnings as “Other income (expense) – Unrealized gain (loss) on change in warrant derivative value.”
Significant Level 3 inputs used to calculate the fair value of the warrants include the stock price on the valuation date, expected volatility, risk-free interest rate and management’s assumptions regarding the likelihood of a repricing of these warrants pursuant to the anti-dilution provision. See Note 6 for further discussion.
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013. There were no transfers of financial assets between levels during the nine months ended September 30, 2013.
| Carrying Value at September 30, | Fair Value Measurement at September 30, 2013 | |||||||||||||||
| 2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liability | $ | 140,035 | $ | — | $ | — | $ | 140,035 | ||||||||
The Company did not identify any other assets and liabilities that are required to be presented on the unaudited condensed consolidated balance sheet at fair value.
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.
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If the assessment of a loss contingency indicates that it is probable that a loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. The Company expenses legal costs associated with contingencies as incurred.
Environmental Expenditures
The Company is subject to extensive federal, state and local environmental laws and regulations. These laws regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed.
Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated. Such liabilities are generally undiscounted unless the timing of cash payments for the liability or component is fixed or reliably determinable. No such liabilities existed or were recorded at September 30, 2013 and December 31, 2012.
Recent Accounting Pronouncements
Eagle Ford does not expect the adoption of any recently issued accounting pronouncements will have a significant impact on its results of operations, financial position or cash flow.
Subsequent Events
The Company has evaluated all transactions from September 30, 2013 through the issuance date of the financial statements for subsequent event disclosure consideration.
3. LIQUIDITY AND GOING CONCERN
As shown in the accompanying unaudited condensed consolidated financial statements, for the nine months ended September 30, 2013, Eagle Ford incurred a net loss attributable to common shareholders of $1,489,393. During the nine months ended September 30, 2013, operating expenses included interest expenses and non cash expenses related to the derivative liability. At September 30, 2013 and December 31, 2012, the Company had a working capital deficit (current liabilities minus current assets) of $13,250,723 and $5,023,180, respectively, and held cash and cash equivalents of $774 and $259,138, respectively. These conditions raise substantial doubt as to our ability to continue as a going concern.
Management is working to improve its liquidity and its results from operations by raising additional capital and investing in the drilling of additional wells to improve future earnings and cash flow. Management is exploring various avenues to obtain such funding to develop our properties and pay existing debt including the issuance of new debt, issuance of securities, sales of properties and joint ventures. Management anticipates that additional financings and loans will be required to sustain operations in the future. There can be no assurance that the Company will be successful in raising the required capital.
The failure to raise sufficient capital through future debt or equity financings or otherwise may cause the Company to curtail operations, sell assets, or result in the failure of Eagle Ford’s business. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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4. OIL AND GAS PROPERTIES
The following table sets forth the Company’s costs incurred in oil and gas property acquisition, exploration and development activities for the nine months ended September 30, 2013. All of the Company’s oil and gas properties (excluding accumulated depletion) are located in the United States.
| Well Description | December 31, 2012 | Additions | Impairment/ Dispositions | September 30, 2013 | ||||||||||||
| East Pearsall, Frio Co. TX | $ | 6,464,436 | $ | — | $ | — | $ | 6,464,436 | ||||||||
| Vick 2, Lee County, TX | 1,308,461 | — | — | 1,308,461 | ||||||||||||
| Alexander 1, Lee County, TX | 741,980 | — | — | 741,980 | ||||||||||||
| $ | 8,514,877 | $ | — | $ | — | $ | 8,514,877 | |||||||||
EAST PEARSALL
On June 4, 2012, ECCE entered into an agreement though a special purpose entity named EFOGC – East Pearsall, L.L.C. (“EFEP”), a Texas limited liability company. ECCE owns 100% of the Class B Membership Interests in EFEP. EFEP completed the acquisition of 85% Working Interest in 3,683 acres in Frio County, Texas from Amac Energy, L.L.C. to develop the Austin Chalk, Buda, Eagle Ford and Pearsall Shale reservoirs. ECCE is attempting to raise funds in order to develop this field. The total investment to date in this field totals $6,464,436 (out of which $12,500 is unpaid). As of the date of this filing, ECCE has not been able to raise the needed funds for drilling.
LEE COUNTY, TX
The Vick No: 2 well is currently a drilled and unevaluated well and was drilled in 2010 as a vertical well and then extended as a horizontal well. Although the well generated initial production, monthly production has declined to approximately 15 bbls, which is enough to hold its lease position. Options to improve production are being considered. The Company has a 38.75% net working interest as of September 30, 2013.
The Alexander No: 1 well is currently a drilled and unevaluated well. Although the well generated initial production from late 2010 to May 2011 when the operator suspended operations for technical and operations evaluation, the production to date has not been consistently sustained to establish proved reserves. The Company has a 38.75% net working interest as of September 30, 2013.
LIVE OAK COUNTY, TEXAS
In August 2010, ECCE purchased a farm-in of a 1% working interest in 2,400 acres and the drilling of two wells in the Eagle Ford Shale formation located in Live Oak County in South Texas for $250,000. The Dena Forehand #2H, the Kellam #2H and the Hammon 1H were drilled and completed and production began during late 2010 and early 2011 and classified as proved reserves. Production has proven to be well below expectations, and ECCE does not intend to pursue additional investments in this field. As of the date of this report, the wells in Live Oak County continue to have minimal gas production.
The reserve report dated January 1, 2011 showed future reserves substantially below the prior year’s report. Therefore an impairment charge of $116,029 was taken on December 31, 2011. The reserve report dated January 1, 2012 showed reserves for future development being negative, primarily due to low natural gas prices during 2012. An impairment charge of $100,752 (net of accumulated amortization and accretion) was taken on December 31, 2012, reducing the value of the field to $0.00. The three wells are still producing, but revenue is insignificant after expenses are deducted. ECCE may owe future amounts on these wells pertaining to any attempts to improve production; however there has been no decision to make such repairs, or improvements.
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OHIO PIPELINE
In October 2008, ECCE acquired a gas pipeline (“Pipeline”) approximately 13 miles in length located in Jefferson and Harrison Counties, Ohio. The Pipeline was purchased from M- J Oil Company of Paris, Ohio, an unaffiliated third party, by issuing a mortgage note for $1,000,000. The mortgage note bears an 8% annual interest rate. The mortgage is secured by the Pipeline assets. The mortgage was due on September 30, 2010, at which time, the entire unpaid balance of principal and accrued interest was to have been paid. The pipeline services oil and gas properties owned by Samurai Corp, an affiliated company.
On February 27, 2009, ECCE entered into an agreement to buy oil and gas producing properties in Ohio, from Samurai Corp, an affiliated company owned by Sam Skipper. Upon further review, due to market conditions pertaining to the price of oil and gas, both Samurai and ECCE decided that the transaction was not in the best interest of shareholders of either company. Therefore, on April 13, 2009 the Board of Directors of both companies decided to terminate the transaction.
Due to the failure to complete the transfer of assets from Samurai to ECCE, the covenants of the Pipeline purchase were violated. On February 28, 2009 M-J Oil Company Inc, of Paris Ohio, obtained a judgment against ECCO Energy for non-compliance with covenants in the original mortgage relating to the purchase of the M-J Oil Company pipeline (“Pipeline”). We are in negotiations with the M-J Oil Company to remove the judgment and to adjust the mortgage terms, which required full payment on September 30, 2009. As of this date, we have not reached a satisfactory agreement with the lender.
BAYOU CHOCTAW
On August 5, 2011, ECCE, entered into an agreement to purchase 1.5% Working Interest in the Bayou Choctaw Project located in Iberville Parish, Louisiana from GFX Energy, Inc. (GFX). Prior to December 31, 2011, ECCE decided to not further participate in the Bayou Choctaw development. ECCE and GFX decided to use the $100,000 deposited for Bayou Choctaw as a deposit on a future, undetermined endeavor relating to the exploration of oil and gas. ECCE remains in discussion about this investment with GFX Energy, Inc.
5. DEBT
Notes Payable – Related Parties
| September 30, 2013 | December 31, 2012 | |||||||
| Promissory note to TDLOG – 8% interest; due June 30, 2014; unsecured (1) | $ | 817,500 | $ | 817,500 | ||||
| Promissory note to TDLOG – 8% interest; due June 30, 2014; unsecured (1) | 80,000 | 80,000 | ||||||
| Total: Notes Payable – Related Parties | $ | 897,500 | $ | 897,500 | ||||
| (1) | TDLOG, LLC is controlled by Thomas E. Lipar, Chairman of the Board of Eagle Ford. Note due date was changed to September 30, 2013 from September 30, 2012. |
Accrued interest expenses on above notes to related party as of September 30, 2013 and December 31, 2012 is $207,240 and $153,390, respectively
Interest expenses to related party for the nine months ended September 30, 2013 and 2012 is $53,850 and $52,392, respectively. Interest expenses to related party for the three months ended September 30, 2013 and 2012 is $17,950 and $17,950, respectively.
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Notes Payable – Non-Related Parties
| September 30, 2013 | December 31, 2012 | |||||||
| Promissory note - 12% interest; due September 30, 2009; not secured (1) | $ | 328,578 | $ | 328,578 | ||||
| Promissory note - 5% interest; due January 1, 2012; not secured (1). | 227,131 | 227,131 | ||||||
| Pipeline mortgage - 8% interest; due September 30, 2009; secured by pipeline (2) | 1,000,000 | 1,000,000 | ||||||
| Promissory notes - 6% interest; due April 1, 2011; not secured (3) | 112,000 | 142,000 | ||||||
| Promissory notes - 5% interest; due October 15, 2010; not secured (3) | 50,000 | 50,000 | ||||||
| Promissory note to Rick Bobigian – 8% interest; due July 1, 2010; unsecured. (4) | 25,000 | 25,000 | ||||||
| Promissory note – Medallion Investment- 10% interest (5) | 7,000,000 | 7,000,000 | ||||||
| Promissory note – 12% interest with $3,000 OID; due July 14, 2014 (6) | 33,000 | — | ||||||
| Promissory note – 12% interest with $3,000 OID; due July 14, 2014 (6) | 33,000 | — | ||||||
| Total notes payable | 8,808,709 | 8,772,709 | ||||||
| Less: Unamortize debt discount portion | (4,717 | ) | — | |||||
| Total notes payable, net | 8,803,992 | 8,772,709 | ||||||
| Less: current portion of notes payable | (8,803,992 | ) | (1,772,709 | ) | ||||
| Total notes payable – long term | $ | — | $ | 7,000,000 | ||||
Accrued and unpaid interest for notes payable to non-related parties at September 30, 2013 and December 31, 2012 was $1,683,537 and $1,055,198, respectively, and is included in accrued expenses on the accompanying unaudited condensed consolidated balance sheets.
Interest expenses to non-related party for the nine months ended September 30, 2013 and 2012 is $628,339 and $329,460, respectively. Interest expenses to non-related party for the three months ended September 30, 2013 and 2012 is $206,399 and $211,580, respectively
| (1) | All principal and interest became due September 30, 2009 for 12% notes and due January 1, 2012 for 5% notes. This note has not been repaid and is in default. No demand has been made for payment. Eagle Ford is continuing to accrue interest on this note at the stated rate. |
| (2) | The entire unpaid balance of principal and accrued interest was due on September 30, 2009. No payments have been made and this mortgage note is in default. There has been a judgment rendered against Eagle Ford in the amount of the mortgage (see Note 8). Eagle Ford is in discussions with the lender to restructure the mortgage. Eagle Ford is continuing to accrue interest on this note at the stated rate. |
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| (3) | Pursuant to the Reverse Acquisition, the Company assumed these notes payable totaling $267,000 from 4 different parties for drilling on the Wilson Field lease and for general corporate purposes. None of these notes have been repaid in cash and are in default. No demand has been made for payment. Eagle Ford is continuing to accrue interest on these notes at the stated rate. During nine months ended September 30, 2013, one of the note holders agreed to convert $30,000 of note on issuance of 81,081 shares of common stock. |
| (4) | Prior to the Reverse Acquisition, Eagle Ford borrowed $25,000 from a related party for general corporate purposes. The note is in default and due on demand. Eagle Ford continued to accrue interest on these notes at the stated rate. From July 20, 2011 this note holder is no longer a related party. |
| (5) | East Pearsall ECCE borrowed $7,000,000 from Medallion Oil Company LTD (MOC) to purchase the East Pearsall tract from AMAC Energy, which created a Special Purpose Entity (SPE). Upon receipt of the funds, ECCE granted to MOC a lien and security interest on all the assets of the SPE, including the leases up to the investment and any accrued interest. The amount will be paid in full within 12 months, and bears an interest rate of 10.00% APR. There will be an additional distribution of $7,000,000 to MOC in preferred production payments, which may be deferred until after receipt of the initial $7,000,000 and interest payments and then paid per agreed upon sliding scale within 18 months from the closing date or a mutually agreed date. MOC will retain 6.55% of the 63.75% Net Revenue Interest as an overriding royalty interest (ORRO) after all payments described previously are received by MOC. There may also be a sliding scale on these payments to be negotiated on a reasonable basis to enable ECCE to retain reasonable cash proceeds to enable it to conduct its business with respect to drilling and development of the project. The overriding royalty interest shall be free and clear of all costs except production taxes. The ORRO will apply to any renewals, extensions, etc. of existing leases and to any new leases acquired within the Area of Mutual Interest. ECCE must satisfy all drilling obligations or otherwise default to the terms included in the final transaction documents. MOC shall have all rights under the SPE documents, including but not limited to the right to foreclose on its lien and security interest and obtain all rights to the Leases. ECCE will reimburse MOC for any legal hours it occurs, up to $10,000. Included in the AMAC financing agreement, ECCE agrees to cause the drilling of at least one oil and gas well on or prior to 12 months from the date hereof and obtain drilling funds of at least $21,500,000 with a satisfactory drilling partner within nine months of the date hereof, or December 4, 2012. On October 22, 2012, MOC agreed to modify the agreement with ECCE relating to the issue relating to the date for raising drilling funds. ECCE needed to raise $10,500,000 for drilling funds by December 4, 2012, instead of the $21,500,000 in the original agreement. As of the date of this report, ECCE has failed to raise the necessary drilling funds. This caused the company to be in default, and as a result, the note has been reclassified from a long term to short term liability. As of the date of this report, MOC has taken no action relating to the failure to raise these funds and has verbally agreed to work with ECCE in order to obtain financing. |
| (6) | On July 18, 2013, ECCE issued two Notes Payable of $33,000 each, for a combined total of $66,000 to two individuals. The notes contained a $3,000 or $6,000 total original issue discount. The notes are due on July 14, 2014, and if they are repaid within ninety days shall accrue no interest. If they are paid after 90 days, then they accrue interest at a rate of twelve percent per annum. The notes may be converted into common stock after 180 days. The Conversion Price is the lesser of $0.39 or 60% of the lowest trade in the 25 trading days previous to the conversion. |
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Short Term Financing with JMJ Financial Corp.
On April 8, 2013, EEOC signed an agreement providing up to $335,000 in short term financing with JMJ Financial Corp. On April 10, 2013, EEOC obtained a $55,000 withdrawal from this credit line. The net proceeds were $50,000 and include an original issue discount of $5,000. The maturity date is one year from the effective date of each amount borrowed under the terms of the agreement. ECCE is only required to pay interest and principal on the amount actually borrowed. ECCE had ninety days to repay the note with no interest charged or accrued. On July 8, 2013, ECCE repaid the note of JMJ Financial of $55,000 along with interest of $833.
Convertible Debentures
On June 20, 2011, the Company assumed the liability for $545,000 of Secured Convertible Debentures as a result of the Reverse Acquisition. The Secured Convertible Debentures matured on July 26, 2011, and earned interest at a rate of 12%, payable quarterly in 3,000 shares of common stock for each debenture. The Company is in default. There have been no shares issued for the interest payable as of September 30, 2013, nor have the Debentures been repaid. The interest for these debentures is accrued at the 12% rate and is included in accrued expenses. The Debentures are secured by a 1.5% interest in three oil and gas producing wells that are in a 2,400 acre lease in Live Oak County, Texas. The Debentures are convertible at the holders’ option into Eagle Ford restricted common stock at a fixed conversion rate of $0.90 per common share. The Debentures may also be satisfied by transferring the lease to the investors. Eagle Ford is in negotiation with the debenture holders and no agreement has been made as of the date. Accrued and unpaid interest was $208,355 and $159,305 at September 30, 2013 and December 31, 2012, respectively related to the convertible debentures. Interest expenses on convertible debenture for the nine months ended September 30, 2013 and 2012 is $49,050 and $49,050, respectively. Interest expenses on convertible debenture for the three months ended September 30, 2013 and 2012 is $16,350 and $16,350, respectively
Following are maturities on convertible debentures for the next five years:
| Principal Amount | ||||
| 2014 | $ | 545,000 | ||
| Thereafter — | — | |||
| Total convertible debt | $ | 545,000 | ||
6. DERIVATIVE LIABILITY
In connection with the Reverse Acquisition, the Company assumed 1,000,000 warrants which were issued by Eagle Ford prior to the Reverse Acquisition in connection with the conversion of Eagle Ford’s convertible preferred shares, which also occurred prior to the Reverse Acquisition. The Company determined that the warrants contained provisions that protect the holders from declines in the Company’s stock price that could result in modification of the exercise price under the warrant based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815 – 40. As a result, these warrants were not indexed to the Company’s own stock. The fair value of these warrants was recognized as derivative warrant instruments and will be measured at fair value at each reporting period. As of June 20, 2011, the Company determined that, using a lattice model, the fair value of the warrants was $438,680, which had been reduced to $188,933 by December 31, 2012. The Company re-measured the warrants as of September 30, 2013 and determined the fair value to be $140,035. The decrease in fair value has been recognized as an unrealized gain on the change in derivative value of $30,036 and $48,897 for the three and nine months ended September 30, 2013, respectively.
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Activity for the derivative warrant instruments during the nine months ended September 30, 2013 was:
| December 31, 2012 | Activity During the Period | Decrease in Fair Value | September 30, 2013 | |||||||||||||
| Derivative warrant instruments | $ | 188,933 | $ | — | $ | 48,897 | $ | 140,035 | ||||||||
| Total | $ | 188,933 | $ | — | $ | 48,897 | $ | 140,035 | ||||||||
The assumptions used in the lattice model to determine the fair value of the warrants as of December 31, 2012 and September 30, 2013 were as follows:
| December 31, 2012 | September 30, 2013 | |||||||
| Exercise price | $ | 0.45-$0.48 | $ | 0.39-$0.49 | ||||
| Risk free discount rate (1) | 0.21 | % | 0.21 | % | ||||
| Volatility (2) | 181 | % | 162 | % | ||||
| Projected future offering price (3) | $ | 0.17-$0.47 | $ | 0.17-$0.47 | ||||
| Stock price on measurement date | $ | 0.29 | $ | 0.34 | ||||
| Expected dividend yields (4) | None | None | ||||||
| (1) | The risk-free interest rate was determined by management using the U.S. Treasury zero-coupon yield over the contractual term of the warrant on date of grant. |
| (2) | The volatility factor was determined by management using the historical volatilities of the Company’s stock. |
| (3) | Projected future offering price is based on 12 month historical trading range. |
| (4) | Management determined the dividend yield to be 0% based upon its expectation that there will not be earnings available to pay dividends in the near term. |
7. SHAREHOLDERS’ EQUITY
As of September 30, 2013 and December 31, 2012, there were 39,655,459 and 38,624,620 shares of common stock issued and outstanding, respectively.
Common stock sales
On March 5, 2013, ECCE sold 106,383 shares of common stock to an individual for $0.282 per share.
On April 19, 2013, ECCE sold 34,843 shares of common stock to an individual for $0.287 per share.
On April 29, 2013, ECCE sold 37,313 shares of common stock to an individual for $0.268 per share.
On May 1, 2013 ECCE sold 93,284 shares of common stock to an individual for $0.268 per share.
On June 6, 2013, ECCE sold 33,582 shares of common stock to an individual for $0.268 per share.
On June 17, 2013, ECCE sold 83,858 shares of common stock to two individuals for $0.238 per share.
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On August 1, 2013, ECCE sold 188,680 shares of common stock to an individual for $0.265 per share.
On August 24, 2013, ECCE sold 72,115 shares of common stock to an individual for $0.208 per share.
All proceeds from stock sales were used for general corporate purposes.
Shares issued as compensation
On April 19, 2013, ECCE paid 300,000 shares as compensation in relation to the marketing efforts of a third party. The shares were valued at $0.36 per share.
Shares issued for conversion of debt
On May 28, 2013, ECCE issued 81,081 shares of common stock valued at $0.37 per share to an existing debt holder in partial payment for his outstanding Note Payable.
Warrants
Warrant activity during the nine months ended September 30, 2013 is as follows:
| Warrants | Weighted-Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
| Outstanding at January 1, 2013 | 1,000,000 | $ | 0.50 | $ | — | |||||||
| Granted | — | — | — | |||||||||
| Exercised | — | — | — | |||||||||
| Expired | — | — | — | |||||||||
| Outstanding and exercisable at September 30, 2013 | 1,000,000 | $ | 0.50 | $ | — | |||||||
The fair value of these warrants was recognized as derivative warrant instruments and will be measured at fair value at each reporting period. See Note 6. As of September 30, 2013, all warrants outstanding and exercisable had an intrinsic value of $0, based on the trading price of Eagle Ford’s common stock of $0.34 per share and average life of 0.64 year.
8. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On February 28, 2009 M-J Oil Company Inc, of Paris Ohio, obtained a judgment of $1,000,000 against Eagle Ford (f/k/a ECCO Energy) for non-compliance with covenants in the original mortgage relating to the purchase of the M-J Oil Company pipeline (“Pipeline”). Eagle Ford is in negotiations with the M-J Oil Company to remove the judgment and to adjust the mortgage terms, which required full payment on September 30, 2009. As of the date of this filing, the Company has not reached a satisfactory agreement with the lender, although a settlement is being actively pursued.
Eagle Ford has not paid property taxes for 2007 or 2008 on the Wilson Field in Nueces County, Texas. Samurai Corp. agreed to assume the liabilities for property taxes for 2010 when it acquired the property. The County has initiated legal proceedings to collect those taxes by placing tax liens on the property. As of September 30, 2013, Eagle Ford owed $43,452 for these property taxes. ECCE is currently in negotiations to settle this liability.
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Operating Leases
The rental contract at 1110 NASA Parkway for 1,379 sq. ft. commenced July 1, 2010 and terminated on August 31, 2013. The monthly rent increased from $1,781 on September 1, 2011 to $1,839 on September 1, 2012, and will remain at that amount until the lease expires on August 31, 2013. On August 31, 2013, ECCE renewed the lease for at another year at a rate of $2,011.05 per month.
For the year ended December 31, 2013: $6,033
For the year ended December 31, 2014: $18,100
9. SUBSEQUENT EVENTS
On October 17, 2013, ECCE sold 40,818 shares of common stock to an individual for $0.245 per share.
On October 17, 2013, ECCE sold 265,306 shares of common stock to three individuals for $0.245 per share.
On November 7, 2013, ECCE sold 40,816 shares of common stock to an individual for $0.245 per share.
All proceeds from stock sales were used for general corporate purposes.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The statements included or incorporated by reference in this Quarterly Report, other than statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. In some cases, you can identify forward-looking statements by the words “anticipate,” “estimate,” “expect,” “objective,” “projection,” “forecast,” “goal,” and similar expressions. Such forward-looking statements include, without limitation, the statements herein and therein regarding the timing of future events regarding the operations of the Company and its subsidiaries. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors including without limitation the following risk factors:
| - | the cyclical nature of the natural gas and oil industries to meet our obligations, finance operating deficits and fund acquisitions, exploration and development and continue as a going concern |
| - | our ability to obtain additional financing |
| - | our ability to successfully and profitably find, produce and market oil and natural gas |
| - | uncertainties associated with the United States and worldwide economies |
| - | substantial competition from larger companies |
| - | the loss of key personnel |
| - | operating interruptions (including weather, leaks, explosions and lack of rig availability) |
| - | the cyclical nature of the natural gas and oil industries |
BUSINESS OPERATIONS
We (“Eagle Ford” or the “Company”) are an independent oil and gas company actively engaged in oil and gas development, exploration and production with properties and operational focus in the Texas-Louisiana Gulf Coast Region. Our strategy is to grow our asset base by investing in oil and gas drilling and production in various locations in that region. Our shares of common stock are traded on the Over-the-Counter Bulletin Board, with the symbol ECCE.
RECENT DEVELOPMENTS
Business Acquisitions
On June 20, 2011, pursuant to a Purchase Agreement, Eagle Ford acquired all of the membership interests of Sandstone Energy, L.L.C. (“Sandstone”) in exchange for 17,857,113 shares of common stock of Eagle Ford (the “Reverse Acquisition”). Following the Reverse Acquisition, the shares issued to the former owners of Sandstone constituted 82% of the Company’s common stock. Sandstone Energy, L.L.C.’s principal assets at the date of the Acquisition were 50% membership interests in each of Sandstone Energy Partners I, L.L.C. (“SSEP1”), Sandstone Energy Partners II, L.L.C. (“SSEP2”) and Sandstone Energy Partners III, L.L.C. (“SSEP3”). On August 8 and August 11, 2011, Eagle Ford acquired the remaining 50% interests in each of SSEP1, SSEP2 and SSEP3 with an accumulated deficit of $1,443,302 in exchange for 8,970,120 shares of Eagle Ford common stock. Eagle Ford now owns 100% of the interests in these ventures.
The Reverse Acquisition is being accounted for as a “reverse acquisition” in which Sandstone is deemed to be the accounting acquirer (“Acquirer”) and Eagle Ford is deemed to be the accounting acquiree (“Acquiree”). Consequently, the assets and liabilities and the historical operations reflected in the accompanying consolidated financial statements prior to the Reverse Acquisition are those of Sandstone and are recorded at the historical cost basis of Sandstone. The consolidated financial statements after completion of the Reverse Acquisition include the assets and liabilities of Sandstone and the Acquiree and the historical operations of Sandstone and the Acquiree and its subsidiaries from the closing date of the Reverse Acquisition. In accordance with ASC 805, the assets and liabilities of the Acquiree at the date of the acquisition have been recorded at fair value.
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As a result of the Reverse Acquisition and the August acquisition of the remaining 50% interests in SSEP1, SSEP2, and SSEP3, the Company’s most significant oil and gas assets at September 30, 2013 were the Company’s interests in Vick No.1, Vick No. 2 and Alexander 1, all located in Lee County, Texas. All of the Company’s wells in Lee County (the Lee County Wells”) are operated by a third party.
Oil & Gas Properties
The Vick No: 2 well is currently a drilled and unevaluated well and was drilled in 2010 as a vertical well and then extended as a horizontal well. Although the well generated initial production, monthly production has declined to approximately 15 bbls, which is enough to hold its lease position. Options to improve production are being considered. The Company has a 38.75% net working interest as of September 30, 2013.
The Alexander No: 1 well is currently a drilled and unevaluated well. Although the well generated initial production from late 2010 to May 2011 when the operator suspended operations for technical and operations evaluation, the production to date has not been consistently sustained to establish proved reserves. The Company has a 38.75% net working interest as of September 30, 2013. Further seismic work was performed during the year ended 2012, but the results have not been made available to ECCE.
Prior to the Reverse Acquisition, in August 2010, Eagle Ford purchased a farm-in of a 1% working interest in 2,400 acres and the drilling of three wells in the Eagle Ford Shale formation located in Live Oak County in South Texas for $250,000 plus potential additional expenses related to the drilling. The wells were drilled and completed and production began during November and December 2010 and classified as proved reserves. As of the date of this report, the wells in Live Oak County continue to have minimal oil and gas production. We do not anticipate any further drilling in this field.
On August 5, 2011, ECCE, entered into an agreement to purchase 1.5% Working Interest in the Bayou Choctaw Project located in Iberville Parish, Louisiana from GFX Energy, Inc. (GFX). Prior to December 31, 2011, ECCE decided to not further participate in the Bayou Choctaw development. ECCE and GFX decided to use the $100,000 deposited for Bayou Choctaw as a deposit on a future, undetermined endeavor relating to the exploration of oil and gas.
On June 4, 2012, ECCE entered into an agreement though a special purpose entity named EFOGC – East Pearsall, L.L.C. (“EFEP”), a Texas limited liability company. ECCE owns 100% of the Class B Membership Interests in EFEP. EFEP completed the acquisition of 85% Working Interest in 3,683 acres in Frio County, Texas from Amac Energy, L.L.C. to develop the Austin Chalk, Buda, Eagle Ford and Pearsall Shale reservoirs. ECCE is attempting to raise funds in order to develop this field. The total investment to date in this field totals $6,464,436 (out of which $12,500 is unpaid). As of the date of this filing, ECCE has not been able to raise the needed funds for drilling.
The Company also plans to acquire additional leases and other oil and gas properties or interests in the Texas-Louisiana Gulf Coast region.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Over the next twelve months, our strategy is to grow our asset base by investing in oil and gas drilling and production in the Texas-Louisiana Gulf Coast region. Although we do not currently operate any of our wells, we desire to acquire operated as well as non-operated properties that meet or exceed our rate of return criteria. For acquisitions of properties with additional development, exploitation and exploration potential, our focus has been on acquiring operated properties so that we can better control the timing and implementation of capital spending. We will sell properties when management is of the opinion that the sale price realized will provide an above average rate of return for the property or when the property no longer matches the profile of properties we desire to own.
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The execution of our growth strategy is dependent on a number of factors including oil and gas prices, the availability of oil and gas properties that meet our economic criteria and the availability of funds on terms that are acceptable to us, if at all. There is no assurance that these factors will occur. We will require substantial additional capital to meet our current obligations and long term operating requirements and acquisition objectives.
Nine months Ended September 30, 2013 Compared to Nine months Ended September 30, 2012
For the nine months ended September 30, 2013, Eagle Ford recognized revenue of $3,811, an increase of $63 compared to revenue of $3,748 during the nine months ended September 30, 2012. The increase in revenues for the nine months ended September 30, 2013 is primarily due to the net decreased production from the Live Oak County Wells but an increase in price received per mcf. During the nine months ended September 30, 2013, we sold no barrels of oil and 1,186 Mcf of natural gas at an average price of $3.27 per Mcf. During the nine months ended September 30, 2012, we sold approximately 3,576 mcf of natural gas at an average price of $2.18 per Mcf and no oil was sold.
For the nine months ended September 30, 2013, we incurred operating expenses of $798,955, a decrease of $272,964 compared to $1,071,919 for the nine months ended September 30, 2012.
Other expenses increased by $358,812 in total, to $694,249 from $335,437 for the nine months ended September 30, 2013 and 2012, respectively. The increase in other expenses is due to a decrease in the gain on change in derivative value by $55,094 and interest expenses increasing by $303,718 due to interest expense on the payable on the East Pearsall properties.
Our net loss for the nine months ended September 30, 2013 was $1,489,393, a increase of $85,785 (6%) compared to a net loss of $1,403,608 for the nine months ended September 30, 2012, due to the reasons noted above, primarily due to interest expense and derivative value changes.
Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012
For the three months ended September 30, 2013, Eagle Ford recognized revenue of $889, an increase of $1,013 compared to negative revenue of $(124) during the three months ended September 30, 2012. The increase in revenues for the three months ended September 30, 2013 is primarily due to decreased production from the Live Oak County Wells, which countered an adjustment to production for the same period in 2012. During the three months ended September 30, 2013, we sold no barrels of oil and 401 Mcf of natural gas at an average price of $3.24 per Mcf. During the three months ended September 30, 2012, we sold approximately 797 Mcf of natural gas at an average price of $2.32 per Mcf and no oil was sold.
For the three months ended September 30, 2013, we incurred operating expenses of $213,069, a decrease of $94,419 compared to $307,488 for the three months ended September 30, 2012.
Other expenses increased by $29,893 in total, to $222,392 from $192,499 for the three months ended September 30, 2013 and 2012, respectively. The increase in other expenses is due to a $23,322 decrease in the gain on change in derivative value along with interest expenses increasing by $6,571. The increase in interest expense relates to the accrued interest payable on the East Pearsall properties.
Our net loss for the three months ended September 30, 2013 was $434,572 a decrease of $65,539 (13%) compared to a net loss of $500,111 for the three months ended September 30, 2012, due to the reasons noted above, primarily due to lower general and administrative expense.
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LIQUIDITY AND CAPITAL RESOURCES
Nine Month Period Ended September 30, 2013
At September 30, 2013, our current assets were $44,426 and our current liabilities were $13,295,149, which resulted in a working capital deficiency of $13,250,723. At September 30, 2013, our total liabilities were $13,459,986 consisting of: (i) $790,026 in accounts payable - trade; (ii) $2,051,391 in accrued expenses; (iii) $207,240 in accrued interest – related party; (iv) $8,803,992 in notes payable to third parties, short term; (v) $897,500 in short-term debt – related parties; (vi) $545,000 in convertible debt; (vii) $140,035 in derivative liabilities; and (viii) $24,802 in asset retirement obligations.
Stockholders’ deficit increased from $3,598,699 at December 31, 2012 to a deficit of $4,781,092 as of September 30, 2013. This deficit was increased by the loss from operations for the first nine months of 2013.
Cash Flows
Cash Flows from Operating Activities
Cash used in operations were $487,364 during the nine months ended September 30, 2013, compared to net cash used in operations of $787,861 during the prior year period, which was a decrease in cash used in operations of $300,497, primarily due increase in accrued expenses and non cash expenses which was offset by increase in net loss and decrease in accounts payable.
Cash Flows from Investing Activities
The Company used net cash for investing activities of $0 during the nine months ended September 30, 2013, compared to net cash used in investing activities of $6,450,246 during the prior year period, which represents purchase of an oil and gas property.
Cash Flows from Financing Activities
The Company received cash from financing activities of $229,000 during the nine months ended September 30, 2013, compared to net cash received from financing activities of $7,225,000 during the prior year period, which was a decrease from financing activities of $6,996,000.
Our Existence and Success Depend upon Future Financings/Going Concern Issues
The independent auditor’s report on our December 31, 2012 financial statements states that our recurring losses raise substantial doubts about our ability to continue as a going concern.
At September 30, 2013, we had a working capital deficit of $13,250,723. We will need to raise additional capital during 2013 to fund general corporate working capital needs, which includes principal and accrued interest on current and past due notes payable and convertible bonds totaling $12,350,341. We will also need to raise funds to meet commitments with respect to its existing wells in the Lee County Prospect, East Pearsall or future wells on those and other prospects.
We anticipate that additional financings and loans will be required to sustain operations in the future. There can be no assurance that the Company will be successful in raising the required capital. Management is exploring various avenues to obtain such funding to develop our properties and pay existing debt including the issuance of new debt, issuance of securities, sales of properties and joint ventures. The Company also intends to continue to negotiate with holders of its current debt to convert such debt into equity or otherwise restructure such debt.
As we have no debt or equity funding commitments, we will need to rely upon best efforts financings. The Company is conducting ongoing discussions with potential lenders, investors and merger partners and acquisition candidates. There can be no assurance that the Company will be successful in raising the required capital in the private placement or from any other source.
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The failure to raise sufficient capital through future debt or equity financings or otherwise may cause the Company to curtail operations, sell assets, or result in the failure of our business. We anticipate that our working capital requirements will continue to be funded through a combination of our future revenues, existing funds, loans and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. We anticipate that additional financings and loans will be required to sustain operations in the future. In addition, we anticipate that for the foreseeable future such financings are likely to rely heavily on the issuance of equity. There can be no assurances that such equity issuances will be at dilution levels that will be highly dilutive to existing holders or our common stock or other stakeholders.
There can be no assurance that we will be successful in raising the required capital. The failure to raise sufficient capital through future debt or equity financings or otherwise will cause the Company to curtail operations, sell assets, or result in the failure of our business.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months, outside of any items related to the drilling or completion of the Lee County, Live Oak County and East Pearsall fields.
OFF-BALANCE SHEET ARRANGEMENTS
As of September 30, 2013, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
Item 4. CONTROLS AND PROCEDURES
We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as September 30, 2013. The evaluation of our disclosure controls and procedures included a review of the disclosure controls’ and procedures’ objectives, design, implementation and the effect of the controls and procedures on the information generated for use in this report. In the course of our evaluation, we sought to identify data errors, control problems or acts of fraud and to confirm the appropriate corrective actions, if any, including process improvement, were being undertaken. Based on that evaluation, our Chief Executive Officer, and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2013. We continue to require additional safeguards to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We are in the process of evaluating and enhancing such controls and procedures, and expect additional controls and procedures to be implemented during the second and third quarters of this year.
There was no change in our internal control over financial reporting during the quarter ended September 30, 2013 and as of the date of this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 5, 2013, ECCE sold 106,383 shares of common stock to an individual for $0.282 per share.
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On April 19, 2013, ECCE sold 34,843 shares of common stock to an individual for $0.287 per share.
On April 29, 2013, ECCE sold 37,313 shares of common stock to an individual for $0.268 per share.
On May 1, 2013, ECCE sold 93,284 shares of common stock to an individual for $0.268 per share.
On June 6, 2013, ECCE sold 33,582 shares of common stock to an individual for $0.268 per share.
On June 17, 2013, ECCE sold 83,858 shares of common stock to two individuals for $0.238 per share.
On April 19, 2013, ECCE paid 300,000 shares as compensation in relation to the marketing efforts of a third party. The shares were valued at $0.36 per share.
On May 28, 2013, ECCE issued 81,081 shares of common stock valued at $0.37 per share to an existing debt holder in partial payment for his outstanding Note Payable.
On August 1, 2013, ECCE sold 188,680 shares of common stock to an individual for $0.265 per share.
On August 24, 2013, ECCE sold 72,115 shares of common stock to an individual for $0.208 per share.
On October 17, 2013, ECCE sold 40,818 shares of common stock to an individual for $0.245 per share.
On October 17, 2013, ECCE sold 265,306 shares of common stock to three individuals for $0.245 per share.
On November 7, 2013, ECCE sold 40,816 shares of common stock to an individual for $0.245 per share.
The shares were exempt from registration under Section 4(2) of the Securities Act of 1933 because they were issued in a privately negotiated transaction with persons with whom we had prior material business relations and were restricted from resale or other applicable exemptions from registration.
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
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Pursuant to the requirements 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.
| EAGLE FORD OIL & GAS CORP. | ||
| Date: November 13, 2013 | By: | /s/ Paul L. Williams Jr. |
| Paul L. Williams Jr. | ||
| Title: Chief Executive Officer | ||
| Date: November 13, 2013 | By: | /s/ N. Wilson Thomas |
| N. Wilson Thomas | ||
| Title: Chief Financial Officer | ||
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