-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pr6LdyE38UNPMNnv3g2EPofB4abSE3pqRQhDG0L/cdHWFi/N535INR+kbhVdYMl3 LXxRimXUkQTBuFBt5oDLng== 0000821483-01-000004.txt : 20010208 0000821483-01-000004.hdr.sgml : 20010208 ACCESSION NUMBER: 0000821483-01-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA PETROLEUM CORP/CO CENTRAL INDEX KEY: 0000821483 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841060803 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-16203 FILM NUMBER: 1526911 BUSINESS ADDRESS: STREET 1: 555 17TH ST STE 3310 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032939133 MAIL ADDRESS: STREET 1: 555 17TH STREET STREET 2: SUITE 3310 CITY: DENVER STATE: CO ZIP: 80202 10QSB 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 [ ] 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 0-16203 Delta Petroleum Corporation (Exact name of registrant as specified in its charter) Colorado 84-1060803 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 555 17th Street, Suite 3310 Denver, Colorado 80202 (Address of principal executive offices) (Zip Code) (303) 293-9133 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ 10,584,531 shares of common stock $.01 par value were outstanding as of January 30, 2001. FORM 10-QSB 2nd QTR. FY 2001 INDEX PART I FINANCIAL INFORMATION PAGE NO. Item 1. Consolidated Financial Statements Consolidated Balance Sheets - December 31, 2000 and June 30, 2000 (unaudited) 1 Consolidated Statements of Operations - Three and Six Months Ended December 31, 2000 and 1999 (unaudited) 3 Consolidated Statement of Stockholders' Equity Year Ended June 30, 2000 and Six Months Ended December 31, 2000 (unaudited) 4 Consolidated Statements of Cash Flows - Six Months Ended December 31, 2000 and 1999 (unaudited) 5 Notes to Consolidated Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis Or Plan of Operations 17 PART II OTHER INFORMATION Item 1. Legal Proceedings 25 Item 2. Changes in Securities 25 Item 3. Defaults upon Senior Securities 25 Item 4. Submission of Matters to a Vote of Security Holders 25 Item 5. Other Information 25 Item 6. Exhibits and Reports on Form 8-K 25 The terms "Delta", "Company", "we", "our", and "us" refer to Delta Petroleum Corporation unless the context suggests otherwise. DELTA PETROLEUM CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) December 31, June 30, 2000 2000 ASSETS Current Assets: Cash $ 702,574 302,414 Trade accounts receivable, net of allowance for doubtful accounts of $50,000 at December 31, 2000 and June 30, 2000 1,786,712 613,527 Accounts receivable - related parties 79,365 142,582 Prepaid assets 441,547 373,334 Other current assets 320,877 198,427 Total current assets 3,331,075 1,630,284 Property and Equipment: Oil and gas properties, at cost (using the successful efforts method of accounting): Undeveloped offshore California properties 10,240,810 10,809,310 Undeveloped onshore domestic properties 979,491 451,795 Undeveloped foreign properties 623,920 623,920 Developed offshore California properties 3,961,515 3,285,867 Developed offshore Louisiana properties 2,884,945 - Developed onshore domestic properties 10,001,270 5,154,295 Office furniture and equipment 91,627 89,019 28,783,578 20,414,206 Less accumulated depreciation and depletion (3,493,879) (2,538,030) Net property and equipment 25,289,699 17,876,176 Long term assets: Deferred financing costs 304,082 366,996 Investment in Bion Environmental 116,718 228,629 Partnership net assets 510,424 675,185 Deposit on purchase of oil and gas properties 2,642,624 280,002 Total long term assets 3,573,848 1,550,812 $32,194,622 21,057,272 December 31, June 30, 2000 2000 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 4,775,231 1,765,653 Accounts payable 2,319,987 1,636,651 Other accrued liabilities 454,990 154,388 Deferred revenue 29,367 58,733 Total current liabilities 7,579,575 3,615,425 Total long-term debt 6,913,219 6,479,115 Stockholders' Equity: Preferred stock, $.10 par value; authorized 3,000,000 shares, none issued - - Common stock, $.01 par value; authorized 300,000,000 shares, issued 10,370,870 shares at December 31, 2000 and 8,422,079 at June 30, 2000 103,709 84,221 Additional paid-in capital 40,016,217 33,746,861 Accumulated other comprehensive income (loss) (34,852) 77,059 Accumulated deficit (22,383,246) (22,945,409) Total stockholders' equity 17,701,828 10,962,732 Commitments $32,194,622 21,057,272 DELTA PETROLEUM CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended December 31, December 31, 2000 1999 Revenue: Oil and gas sal $3,332,672 555,159 Operating fee income 26,544 10,780 Other revenue 47,841 18,877 Total revenue 3,407,057 584,816 Operating expenses: Lease operating expenses 1,319,132 372,800 Depreciation and depletion 490,660 172,432 Exploration expenses 9,182 20,715 Professional fees 239,715 139,419 General and administrative 334,797 272,056 Stock option expense 77,928 102,079 Total operating expenses 2,471,414 1,079,501 Income (loss) from operations 935,643 (494,685) Other income and expenses: Other income 9,689 2,190 Interest and financing costs (652,924) (449,733) Total other income and expenses (643,235) (447,543) Net income (loss) $ 292,408 (942,228) Net income (loss) per common share: Basic $ 0.03 (0.14) Diluted $ 0.02 (0.14) DELTA PETROLEUM CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended December 31, December 31, 2000 1999 Revenue: Oil and gas sales $5,691,274 671,699 Operating fee income 53,089 21,559 Other revenue 62,525 39,698 Total revenue 5,806,888 732,956 Operating expenses: Lease operating expenses 2,261,864 411,947 Depreciation and depletion 955,849 207,066 Exploration expenses 22,329 22,244 Professional fees 469,475 280,813 General and administrative 627,398 510,745 Stock option expense 288,970 212,065 Total operating expenses 4,625,885 1,644,880 Income (loss) from operations 1,181,003 (911,924) Other income and expenses: Other income 372,305 878 Interest and financing costs (991,145) (557,208) Loss on sale of securities available for sale - (2,551) Total other income and expenses (618,840) (558,881) Net income (loss) $ 562,163 (1,470,805) Net income (loss) per common share: Basic $ 0.06 (0.22) Diluted $ 0.05 (0.22) DELTA PETROLEUM CORPORATION AND SUBSIDIARY Consolidated Statement of Stockholders' Equity Year ended June 30, 2000 and six months ended December 31, 2000 (Unaudited) Additional Common Stock paid-in Shares Amount capital Balance, July 1, 1999 6,390,302 $ 63,903 29,476,275 Comprehensive loss: Net loss - - - Other comprehensive loss, net of tax Unrealized gain on equity securities - - - Less: Reclassification adjustment for losses included in net loss - - - Comprehensive loss - - - Stock options granted as compensation - - 500,208 Shares issued for cash, net 603,000 6,030 1,017,970 Shares issued for cash upon exercise of options 1,048,777 10,488 1,367,048 Shares and options issued with financing 75,000 750 565,472 Shares issued for oil and gas properties 215,000 2,150 547,413 Shares issued for deposit on oil and gas properties 90,000 900 272,475 Balance, June 30, 2000 8,422,079 84,221 33,746,861 Comprehensive loss: Net income - - - Other comprehensive gain, net of tax Unrealized loss on equity securities - - - Less: Reclassification adjustment for losses included in net included in net income - - - Comprehensive income (loss) - - - Stock options granted as compensation - - 238,971 Fair value of warrants issued for common stock ivestment agreement - - 1,435,797 Warrant issued in exchange for common stock investment agreement - - (1,435,797) Shares issued for cash, net 397,082 3,971 1,076,030 Shares issued for cash upon exercise of options 475,317 4,753 801,887 Conversion of note payable and accrued interest to common stock 200,000 2,000 508,959 Shares issued for oil and gas properties 609,719 6,097 2,164,205 Shares issued for deposit on oil and gas properties 423,006 4,230 1,959,866 Shares reacquired and retired (156,333) (1,563) (480,562) Balance, December 31, 2000 10,370,870 $ 103,709 40,016,217
Accumulated other comprehensive income Comprehensive Accumulated (loss) loss deficit Total Balance, July 1, 1999 (115,395) (19,578,359) 9,846,424 Comprehensive loss: Net loss (3,367,050) (3,367,050) (3,367,050) Other comprehensive loss, net of tax Unrealized gain on equity securities 79,665 - Less: Reclassification adjustment for losses included in net loss 112,789 192,454 192,454 Comprehensive loss (3,174,596) Stock options granted as compensation - - 500,208 Shares issued for cash, net - - 1,024,000 Shares issued for cash upon exercise of options - - 1,377,536 Shares and options issued with financing - - 566,222 Shares issued for oil and gas properties - - 549,563 - Shares issued for deposit on oil and gas properties - - 273,375 Balance, June 30, 2000 77,059 (22,945,409) 10,962,732 Comprehensive loss: Net income 562,163 562,163 562,163 Other comprehensive gain, net of tax Unrealized loss on equity securities (111,911) - Less: Reclassification adjustment for losses included in net included in net income - (111,911) (111,911) Comprehensive income (loss) 450,252 Stock options granted as compensation - - 238,971 Fair value of warrants issued for common stock investment agreement - - 1,435,797 Warrant issued in exchange for common stock investment agreement - - (1,435,797) Shares issued for cash, net - - 1,080,001 Shares issued for cash upon exercise of options - - 806,640 Conversion of note payable and accrued interest to common stock - - 510,959 Shares issued for oil and gas properties - - 2,170,302 Shares issued for deposit on oil and gas properties - - 1,964,096 Shares reacquired and retired - - (482,125) Balance, December 31, 2000 (34,852) (22,383,246) 17,701,828
DELTA PETROLEUM CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended December 31, December 31, 2000 1999 Net cash provided by (used in) operating activities $1,716,341 (1,986,423) Cash flows from investing activities: Additions to property and equipment (6,486,568) (6,159,190) Deposit on purchase of oil and gas properties (678,528) - Proceeds from sale of securities available for sale - 2,551 Net cash used in investing activities (7,165,096) (6,156,639) Cash flows from financing activities: Stock issued for cash upon exercise of options 806,640 484,675 Issuance of common stock for cash 1,080,001 674,000 Proceeds from borrowings 8,708,532 12,816,851 Repayment of borrowings (4,764,850) (5,158,728) Decrease (increase) in accounts receivable from related parties 18,592 (14,304) Net cash provided by financing activities 5,848,915 8,802,494 Net increase (decrease) in cash 400,160 659,432 Cash at beginning of period 302,414 99,545 Cash at end of period $ 702,574 758,977 Supplemental cash flow information - Cash paid for interest and financing costs $ 529,105 259,353 Non-cash financing activities: Common stock issued for the purchase of oil and gas properties $2,170,302 549,563 Common stock issued for deposit on purchase of oil and gas properties $1,964,096 303,750 Common stock issued for note payable and accrued interest $ 510,959 - Common stock, options and overriding royalties issued for services relating to debt financing $ 130,000 800,622 Shares reacquired and retired for oil and gas properties and option exercise $ 482,125 - See accompanying notes to consolidated financial statements.
DELTA PETROLEUM CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements Three and Six Months Ended December 31, 2000 and 1999 (Unaudited) (1) Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10- QSB 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 consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto filed with the Company's most recent annual report on Form 10-KSB/A. 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 Company's operations and financial position, reference is made to the consolidated financial statements of the Company, and related notes thereto, filed with the Company's annual report on Form 10-KSB/A for the year ended June 30, 2000, previously filed with the Securities and Exchange Commission. Liquidity The Company has incurred losses from operations over the past several years, prior to the quarters ended September 30, 2000 and December 31, 2000, coupled with significant deficiencies in cash flow from operations for the same periods. As of December 31, 2000, the Company had a working capital deficit of $4,248,500. These factors among others may indicate the Company may not be able to meet its obligations in a timely manner. The Company has taken steps to reduce losses and generate cash flow from operations which management believes will generate sufficient cash flow to meet its obligations in a timely manner. Should the Company be unable to achieve its projected cash flow from operations in future periods, additional financing or sale of oil and gas properties could be necessary. The Company believes that it could sell oil and gas properties or obtain additional financing, although, there can be no assurance that such financing would be available on a timely basis or acceptable terms. (2) Investments The Company's investment in Bion Environmental Technologies, Inc. (Bion) is classified as an available for sale security and reported at its fair market value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders' equity. During the six months ended December 31, 1999, the Company realized a loss on the sale of securities available for sale of $2,551. The cost and estimated market value of the Company's investment in Bion at December 31, 2000 and June 30, 2000 are as follows: Estimated Unrealized Market Cost Gain/(Loss) Value December 31, 2000 $151,570 (34,852) 116,718 June 30, 2000 $151,570 77,059 228,629 (3) Oil and Gas Properties On July 10, 2000 and on September 28, 2000, the Company paid $3,745,000 and $1,845,000, respectively, to acquire interests in producing wells and acreage located in the Eland and Stadium fields in Stark County, North Dakota. The July 10, 2000 and September 28, 2000 payments resulted in the acquisition by the Company of 67% and 33%, respectively, of the ownership interest in each property acquired. The $3,745,000 payment on July 10, 2000 was financed through borrowings from an unrelated entity and personally guaranteed by two of the Company's officers, while the payment on September 28, 2000 was primarily paid out of the Company's net revenues from the effective date of the acquisitions through closing. Delta also issued 100,000 shares of its restricted common stock, at a price of $4.50 per share and valued at $450,000, to an unaffiliated party for its consultation and assistance related to the transaction and recorded in oil and gas properties. The common stock issued was recorded at a 10% discount to market, which was based on the quoted market price of the stock at the time the commission was earned and is recorded in oil and gas properties. On September 29, 2000 the Company acquired the West Delta Block 52 Unit from two unrelated entities by paying $1,529,157 and issuing 509,719 shares of its restricted common stock at $3.00 per share. The Company borrowed $1,463,532 of the cash portion of the purchase price from an unrelated entity. Two of the Company's officers agreed to personally guarantee the loan. During the second quarter, as consideration for those guarantees of the Company's indebtedness, the Company permitted each of these two officers to purchase up to 5% of the working interest acquired by us in the West Delta Block 52 Unit by delivering to the Company shares of our common stock at $3.00 per share equal to up to 5% of the purchase price paid by the Company. The Company also permitted its Chief Financial Officer to purchase up to 2-1/2% of the working interest upon the same terms. The officers delivered 145,833 shares of common stock, purchasing the maximum permitted to each officer. These shares have been retired. (4) Deposit on Purchase of Oil and Gas Properties On December 18, 2000, the Company entered into an agreement with Saga Petroleum Corporation ("Saga") which replaces and supercedes the September 6, 2000 agreement. Under this agreement, the Company will acquire a producing property for $2,100,000, $500,000 of which has already been paid and included in the deposit of oil and gas properties at December 31, 2000, and 181,219 of the Company's common stock, valued at $600,000. The shares were valued at $3.31 per share based on the quoted market price of the stock at the time the acquisition was announced. The agreement requires Saga to return 393,006 shares of the Company's common stock at closing valued at $1,847,645 which had been issued as a deposit under the previous September 6, 2000 agreement. The Company closed this transaction on January 22, 2001. (5) Long Term Debt December 31, June 30, 2000 2000 A $7,012,611 $7,504,306 B 2,467,307 -- C 1,463,532 -- D 745,000 -- E -- 740,462 $11,688,450 $8,244,768 Current Portion 4,755,231 1,765,653 Long-Term Portion $ 6,913,219 $6,479,115 A. On December 1, 1999, the Company borrowed $8,000,000 at prime plus 1-1/2% from Kaiser-Francis Oil Company ("Lender"). As additional consideration for entering into the loan, the Company issued warrants to purchase 250,000 shares of our common stock for two years at $2.00 per share. The 250,000 warrants were valued at $260,000 and recorded as a deferred cost to be amortized over the life of the loan. The loan agreement provides for a 4-1/2 year loan with additional cost in the form of oil and gas overriding royalty interests of two and one-half percent (2.5%) on September 1, 2000 and an additional 2.5% on June 1, 2001, proportionately reduced, on all of the oil and gas properties acquired by Delta pursuant to the offshore agreement. In addition, the Company will be required to pay fees of $250,000 on June 1, 2002 and June 1, 2003 if the loan has not been retired prior to these dates. The proceeds from this loan were used to pay off existing debt and the balance of the Point Arguello Unit and East Carlsbad field purchases. The Company is required to make minimum monthly payments of principal and interest equal to the greater of $150,000 or 75% of net cash flows from the acquisitions completed on November 1, 1999 and December 1, 1999. The lender was assigned a 2.5% overriding royalty on September 1, 2000, proportionately reduced to the Company's working interest ownership, on the offshore properties purchased as required by the loan agreement and valued at $130,000 which was recorded as deferred financing cost and amortized. As of September 30, 2000, no warrants have been exercised. The loan is collateralized by the Company's oil and gas properties acquired with the loan proceeds. B. On October 25, 2000, the Company borrowed $3,000,000 at prime plus 3%, secured by the acquired interests in the Eland and Stadium fields in Stark County, North Dakota, from US Bank National Association. The loan matures on October 31, 2002. The Company is required to make minimum monthly payments of 95% of the net revenues from the properties securing the loan. C. On September 29, 2000, the Company borrowed $1,463,532 at 15% per annum from an unrelated entity which was personally guaranteed by two officers of the Company and matures on March 1, 2001. The proceeds were used to acquire the West Delta Block 52 Unit, a producing property in Plaquemines Parish, Louisiana. The loan is collateralized by the Company's oil and gas properties acquired with the loan proceeds. D. On July 10, 2000, the Company borrowed $3,745,000 at 15% per annum from an unrelated entity which was personally guaranteed by two of the officers of the Company and matures on March 1, 2001. The proceeds were used to acquire interests in the Eland and Stadium fields in Stark County, North Dakota. The loan is collateralized by the Company's oil and gas properties acquired with the loan proceeds. E. On July 30, 1999, the Company borrowed $2,000,000 at 18% per annum from an unrelated entity which was personally guaranteed by two of the officers of the Company. The Company paid a 2% origination fee to the lender. As consideration for the guarantee of the Company indebtedness, the Company entered into an agreement with two of its officers, under which a 1% overriding royalty interest in the properties acquired with the proceeds of the loan (proportionately reduced to the Company's interest in each property) was assigned to each of the officers. The estimated fair value of each overriding royalty interest of $125,000 was recorded as a deferred financing cost. During the quarter ended September 30, 2000, the Company paid off the loan and expensed the unamortized costs. (6) Stockholder's Equity On July 3, 2000, the Company completed the sale of 258,621 shares of its restricted common stock to an unrelated entity for $750,001. A fee of $75,000 was paid and options to purchase 100,000 shares of the Company's common stock at $2.50 per share and 100,000 shares at $3.00 per share for one year were issued to an unrelated individual and entity and as consideration for their efforts and consultation related to the transaction. The options were valued at approximately $307,000 based on the estimated fair value of the options issued and recorded as an adjustment to equity. On July 31, 2000, the Company paid an aggregate of 30,000 shares of its restricted common stock, at a price of $3.38 per share and valued at $116,451, to the shareholders of Saga Petroleum Corporation ("Saga")(Brent J. Morse, Morse Family Security Trust, and J. Charles Farmer) for an option to purchase certain properties owned by Saga and its affiliates. The common stock issued was recorded at a 10% discount to market, which was based on the quoted market price of the stock at the time of issuance and recorded as a deposit on purchase of oil and gas properties. On August 3, 2000, the Company issued 21,875 shares of its restricted common stock, at a price of $3.38 per share and valued at $73,828, to CEC Inc. in exchange for an option to purchase certain properties owned by CEC Inc. and its partners. The common stock issued was recorded at a 10% discount to market, which was based on the quoted market price of the stock at the time the Company committed to the transaction and recorded in oil and gas properties. On September 7, 2000, the Company issued 103,423 shares of its restricted common stock, at a price of $4.95 per share and valued at $511,944, to shareholders of Saga Petroleum Corporation in exchange for an option to purchase certain properties under a Purchase and Sale Agreement. The common stock issued was recorded at a 10% discount to market, which was based on the quoted market price of the stock at the time of issuance and recorded as a deposit on purchase of oil and gas properties. On September 29, 2000, the Company issued 487,844 shares of its restricted common stock, at a price of $3.38 per share and valued at $1,646,474, to Castle Offshore LLC, a subsidiary of Castle Energy Corporation and BWAB Limited Liability Company, as partial payment for properties in Louisiana. The common stock issued was recorded at a 10% discount to market, which was based on the quoted market price of the stock at the time the Company committed to the transaction and is recorded in oil and gas properties. On September 30, 2000, the Company issued 289,583 shares of its restricted common stock, at a price of $4.61 per share and valued at $1,335,702, to Saga and its affiliates as part of a deposit on the purchase of properties in West Texas and Southeastern New Mexico. The common stock issued was recorded at a 10% discount to market, which was based on quoted market price of the stock at the time of issuance and recorded as a deposit on purchase of oil and gas properties. During the quarter ended September 30, 2000 the Company issued 100,000 shares of its restricted common stock at a price of $4.50 per share at a value of $450,000 to an unrelated entity as a commission for their involvement with the North Dakota properties acquisition. The common stock issued was recorded at a 10% discount to market, which was based on the quoted market price of the stock at the time the commission was earned and is recorded in oil and gas properties. On October 11, 2000, the Company issued 138,461 shares of our restricted common stock to Giuseppe Quirici, Globemedia AG and Quadrafin AG for $450,000. The Company paid $45,000 to an unrelated individual and entity for their efforts and consultation related to the transaction. On July 21, 2000, the Company entered into an investment agreement with Swartz Private Equity, LLC ("Swartz") and issued Swartz a warrant to purchase 500,000 shares of common stock exercisable at $3.00 per share until May 31, 2005. A warrant to purchase 150,000 shares of the Company's common stock at $3.00 per share for five years was also issued to another unrelated company as consideration for its efforts in this transaction. In the aggregate, the Company issued options to Swartz and the other unrelated company valued at $1,435,797 as consideration for the firm underwriting commitment of Swartz and related services to be rendered. The options were valued at market based on the quoted market price at the time of issuance. The investment agreement entitles the Company to issue and sell ("Put") up to $20 million of its common stock to Swartz, subject to a formula based on the Company's stock price and trading volume over a three year period following the effective date of a registration statement covering the resale of the shares to the public. Pursuant to the terms of this investment agreement the Company is not obligated to sell to Swartz all of the common stock and additional warrants referenced in the agreement nor does the Company intend to sell shares and warrants to the entity unless it is beneficial to the Company. Each time the Company sells shares to Swartz, the Company is required to also issue five (5) year warrants to Swartz in an amount corresponding to 15% of the Put amount. Each of these additional warrants will be exercisable at 110% of the market price for the applicable Put. To exercise a Put, the Company must have an effective registration statement on file with the Securities and Exchange Commission covering the resale to the public by Swartz of any shares that it acquires under the investment agreement. Swartz will pay the Company the lessor of the market price of each share minus $0.25, or 91% of the market price for each share of common stock under the Put. The market price of the shares of common stock during the 20 business days immediately following the date the Company exercises a Put is used to determine the purchase price Swartz will pay and the number of shares the Company will issue in return. If the Company does not Put at least $1,000,000 worth of common stock to Swartz during each six month period following the effective date of the investment agreement, the Company must pay Swartz a semi-annual non-usage fee. This fee equals the difference between $100,000 and 10% of the value of the shares of common stock the Company Puts to Swartz during the six- month period. If the investment agreement is terminated, the Company must pay Swartz the greater of (i) the non-usage fee described above, or (ii) the difference between $200,000 and 10% of the value of the shares of common stock Put to Swartz during all Puts to date. The Company may terminate its right to initiate further Puts or terminate the investment agreement at any time by providing Swartz with written notice of its intention to terminate. However, any termination will not affect any other rights or obligations the Company has concerning the investment agreement or any related agreement. The Company cannot determine the exact number of shares of its common stock issuable under the investment agreement and the resulting dilution to the Company's existing shareholders, which will vary with the extent to which the Company utilizes the investment agreement, the market price of its common stock and exercise of the related warrants. The investment agreement provides that the Company cannot issue shares of common stock that would exceed 20% of the outstanding stock on the date of a Put unless and until the Company obtains shareholder approval of the issuance of common stock. We currently do not intend to issue any shares to Swartz under the Investment Agreement until we obtain shareholder approval. The Company received proceeds from the exercise of options to purchase shares of its common stock of $806,640 during the six months ended December 31, 2000 and $1,377,536 during the year ended June 30, 2000. (7) Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended December 31, 2000 1999 Numerator: Numerator for basic and diluted earnings per share - income available to common stockholders $292,408 (942,228) Denominator: Denominator for basic earnings per share-weighted average shares outstanding 10,191,856 6,855,761 Effect of dilutive securities- stock options and warrants 1,714,681 * Denominator for diluted earnings per common share 11,906,537 6,855,701 Basic earnings per common share $.03 (.14) Diluted earnings per common share $.02 (.14) *Potentially dilutive securities outstanding were anti-dilutive. Six Months Ended December 31, 2000 1999 Numerator: Numerator for basic and diluted earnings per share - income available to common stockholders $562,163 (1,470,805) Denominator: Denominator for basic earnings per share-weighted average shares outstanding 9,693,870 6,719,152 Effect of dilutive securities- stock options and warrants 917,068 * Denominator for diluted earnings per common share 10,610,938 7,719,152 Basic earnings per common share $.06 (.22) Diluted earnings per common share $.05 (.22) *Potentially dilutive securities outstanding were anti-dilutive. (8) Subsequent Events On January 12, 2001, we issued 490,000 shares of our restricted common stock to Bank Leu AG of Switzerland $992,250, net of commissions paid of $110,250 to an unrelated individual for their efforts and consultation related to the transaction. Item 2. Management's Discussion and Analysis or Plan of Operations Forward Looking Statement 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 the Company's actual results to differ materially from those expressed in such forward looking statements. These factors include, without limitation, the risks and factors included in the following text as well as other risks previously discussed in the Company's annual report on Form 10-KSB/A. Liquidity and Capital Resources. General At December 31, 2000, we had a working capital deficit of $4,248,500 compared to a working capital deficit of $1,985,141 at June 30, 2000. Our current assets include an increase in trade accounts receivable from June 30, 2000 of approximately $1,170,000. This increase is primarily due to the accrued revenue from the two acquisitions completed at the end of the first quarter. This receivable was also impacted by an increase in oil and gas prices. Our current liabilities include the current portion of long-term debt of $4,775,231 at December 31, 2000. The increase in the current portion of long-term debt from June 30, 2000 is primarily attributed to borrowings relating to the acquisition of interests in the Eland and Stadium fields in Stark County, North Dakota ("North Dakota") and the 100% working interest in the West Delta Block 52 Unit, a producing property in Plaquemines Parish, Louisiana ("West Delta"). These acquisitions were closed on September 28, 2000 and September 29, 2000, respectively. The debt established for the acquisition is being paid out of cash flow. Offshore There are certain milestones established by the MMS which must be met relating to four of our five undeveloped offshore California units. The specific milestones for each of the four units vary depending upon the operator of the unit. If the milestones are not met development of the units will not be permitted by the MMS. We expect to meet the milestones established. In January 2000, the two properties which are owned by Aera, lease OCS-P 0409 and the Point Sal Unit had requirements to submit an interpretation of the merged 3-D survey of the Offshore Santa Maria Basin covering the properties. This milestone was accomplished on February 2000. The next milestone for these properties was to submit a Project Description for each property to the MMS in February 2000. The Project Description for each of the properties was submitted in February and after responding to MMS' request for additional information and clarification revised Project Descriptions were submitted in September. The next milestone was to submit a plan for re-unitization of all the Aera operating properties by July 2000. A proposed plan was submitted in July and is currently under consideration by the MMS. In September 2001, the revised Exploration Plans (EPs) and/or Development and Production Plans (DPP's) for the Aera properties must be submitted to the MMS. As the operator of the properties, Aera intends to submit the EPs and DPPs next September. It is estimated that it will cost $100,000 with Delta's share being $5,000. The next milestone for Aera will be to show proof that a Request for Proposal (RFP) has been prepared and distributed to the appropriate drilling contractors as described in the revised Project Descriptions. The milestone date for the RFP is November 2001. The affected operating companies have formed a committee to cooperate in the process of mobilizing the mobile drilling unit. It is anticipated that this committee will prepare the RFP for submittal to the contractors and MMS. It is estimated that it will cost $210,000 to complete the RFPs with Delta's share being $10,500. The last milestone for the Point Sal Unit will be to begin the drilling of a delineation well. The drilling operations are expected to begin in February 2003 at a cost of $13,000,000. Delta's share is estimated at $650,000. No delineation well is necessary for Lease OSC-P 0409 as six wells have been drilled on the lease and a DPP was previously approved. The Sword and Gato Canyon units are operated by Samedan Oil Corporation. In May 2000, Samedan acquired Conoco, Inc's interest in the Sword Unit. Prior to such time, Conoco timely submitted the Project Description for the Sword Unit in February 2000. However, since becoming the operator Samedan has informed the MMS that it has plans to submit a revised Project Description for the Sword Unit. The new plan is to develop the field from Platform Hermosa, an existing platform, rather than drilling a delineation well on Sword and then abandoning it. The next milestone for the Sword Unit is the DPP for Platform Hermosa, which must be submitted to the MMS in September 2001. It is estimated that the cost of filing the DPP will be $360,000, with Delta's share being $10,500. In February 2000, Samedan timely submitted the Project Description for the Gato Canyon Unit. In August 2000, after responding to MMS' request for additional information and clarification, Samedan filed the revised Project Description. In September 2001, the updated Exploration Plan for the Gato Canyon Unit must be submitted to the MMS. As the operator of the property, Samedan intends to submit the EP next September. It is estimated that it will cost $300,000, with Delta's share being $49,500. The next milestone for Gato Canyon will be to show proof that a Request for Proposal (RFP) has been prepared and distributed to the appropriate drilling contractors as described in the revised Project Descriptions. The milestone date for the RFP is November 2001. It in anticipated that the same committee that is preparing the RFPs for the Aera properties will prepare the RFP for Gato Canyon for submittal to the contractors and MMS. It is estimated that it will cost $450,000 to complete the RFP, with Delta's cost estimated at $75,000. The last milestone will be to begin drilling operations on the Gato Canyon Unit by May 1, 2003 using the committee's mobile drilling unit (MODU). The cost of the drilling operations are estimated to be $11,000,000 with Delta's share being $1,750,000. Our working interest share of the future estimated development costs based on estimates developed by the operating partners relating to four of our five undeveloped offshore California units is approximately $210 million. No significant amounts are expected to be incurred during fiscal 2001 and $1.0 million and $4.2 million are expected to be incurred during fiscal 2002 and 2003, respectively. There are additional, as yet undetermined, costs that we expect in connection with the development of the fifth undeveloped property in which we have an interest (Rocky Point Unit). Because the amounts required for development of these undeveloped properties are so substantial relative to our present financial resources, we may ultimately determine to farmout all or a portion of our interest. If we were to farmout our interests, our interest in the properties would be decreased substantially. In the event that we are not able to pay our share of expenses as a working interest owner as required by the respective operating agreements, it is possible that we might lose some portion of our ownership interest in the properties under some circumstances, or that we might be subject to penalties which would result in the forfeiture of substantial revenues from the properties. Alternatively, we may pursue other methods of financing, including selling equity or debt securities. There can be no assurance that we can obtain any such financing. If we were to sell additional equity securities to finance the development of the properties, the existing common shareholders' interest would be diluted significantly. We have already redrilled three wells in calendar 2000 and anticipate that we will redrill five to seven wells in calendar year 2001. Each redrill will cost approximately $1.71 million ($105,000 to our interest). We anticipate the redrill costs to be paid through current operations or additional financing. Onshore On July 10, 2000 and on September 28, 2000, we paid $3,745,000 and $1,845,000, respectively, to acquire interests in producing wells and acreage located in the Eland and Stadium fields in Stark County, North Dakota. The July 10, 2000 and September 28, 2000 payments resulted in the acquisition by us of 67% and 33%, respectively, of the ownership interest in each property acquired. The $3,745,000 payment on July 10, 2000 was financed through borrowings from an unrelated entity and personally guaranteed by two of our officers, while the payment of $1,845,000 on September 28, 2000 was primarily paid out of our net revenues from the effective date of the acquisitions through closing. On October 2, 2000, we elected to exercise our option to purchase interests in 680 producing wells and associated acreage in the Permian Basin located in eight counties in West Texas and Southeastern New Mexico from Saga Petroleum Corporation and its affiliates. We paid Saga and its affiliates $500,000 in cash and issued an additional 156,160 (289,583 in total) shares f our restricted common stock as a deposit required by the Purchase and Sale Agreement between the parties. We estimate our capital expenditures for onshore properties to be approximately $1,500,000 for the year ended June 30, 2001. However, we are not obligated to participate in future drilling programs and will not enter into future commitments to do so unless management believes we have the ability to fund such projects. On December 18, 2000, we entered into an agreement with SAGA Petroleum Corporation ("Saga") which replaces and supersedes the September 6, 2000 agreement. Under this agreement, we will acquire a producing as property for $2,700,000 of which $2,100,000 has been paid in cash and the remaining $600,000 has been paid with 181,269 shares of our restricted common stock. SAGA is obligated by the agreement to return 393,006 shares of our restricted common stock that was issued as a deposit. Equity Transactions On July 3, 2000, we completed the sale of 258,621 shares of our restricted common stock to an unrelated entity for $750,001. A fee of $75,000 was paid and options to purchase 100,000 shares of our common stock at $2.50 per share and 100,000 shares at $3.00 per share for one year were issued to an unrelated individual and entity and as consideration for their efforts and consultation related to the transaction. On October 11, 2000, we issued 138,461 shares of our restricted common stock to Giuseppe Quirici, Globemedia AG and Guadrafin AG for $450,000. We paid $45,000 to two unrelated individuals for their efforts and consultation related to the transaction. On July 21, 2000, we entered into an investment agreement with Swartz Private Equity, LLC ("Swartz") and issued Swartz a warrant to purchase 500,000 shares of common stock exercisable at $3.00 per share until May 31, 2005. A warrant to purchase 150,000 shares of the Company's common stock at $3.00 per share for five years was also issued to another unrelated company as consideration for its efforts in this transaction. In the aggregate, we issued options to Swartz and the other unrelated company valued at $1,435,797 as consideration for the firm underwriting commitment of Swartz and related services to be rendered. The options were valued at market based on the quoted market price at the time of issuance. The investment agreement entitles us to issue and sell ("Put") up to $20 million of our common stock to Swartz, subject to a formula based on our stock price and trading volume over a three year period following the effective date of a registration statement covering the resale of the shares to the public. Pursuant to the terms of this investment agreement the Company is not obligated to sell to Swartz all of the common stock and additional warrants referenced in the agreement nor does the Company intend to sell shares and warrants to the entity unless it is beneficial to the Company. Each time we sell shares to Swartz, we are required to also issue five (5) year warrants to Swartz in an amount corresponding to 15% of the Put amount. Each of these additional warrants will be exercisable at 110% of the market price for the applicable Put. To exercise a Put, we must have an effective registration statement on file with the Securities and Exchange Commission covering the resale to the public by Swartz of any shares that it acquires under the investment agreement. Swartz will pay us the lesser of the market price for each share minus $0.25, or 91% of the market price for each share of common stock under the Put. The market price of the shares of common stock during the 20 business days immediately following the date we exercise a Put is used to determine the purchase price Swartz will pay and the number of shares we will issue in return. If we do not Put at least $1,000,000 worth of common stock to Swartz during each six month period following the effective date of the investment agreement, we must pay Swartz a semi-annual non-usage fee. This fee equals the difference between $100,000 and 10% of the value of the shares of common stock we Put to Swartz during the six month period. If the investment agreement is terminated, we must pay Swartz the greater of (i) the non-usage fee described above, or (ii) the difference between $200,000 and 10% of the value of the shares of common stock Put to Swartz during all Puts to date. We may terminate our right to initiate further Puts or terminate the investment agreement at any time by providing Swartz with written notice of our intention to terminate. However, any termination will not affect any other rights or obligations we have concerning the investment agreement or any related agreement. We cannot determine the exact number of shares of our common stock issuable under the investment agreement and the resulting dilution to our existing shareholders, which will vary with the extent to which we utilize the investment agreement, the market price of our common stock and exercise of the related warrants. The investment agreement provides that we cannot issue shares of common stock that would exceed 20% of the outstanding stock on the date of a Put unless and until we obtain shareholder approval of the issuance of common stock. We will seek the required shareholder approval under the investment agreement and under NASDAQ rules. We received proceeds from the exercise of options to purchase shares of its common stock of $806,640 during the six months ended December 31, 2000 and $1,377,536 during the year ended June 30, 2000. Capital Resources We expect to raise additional capital by selling our common stock in order to fund our capital requirements for our portion of the costs of the drilling and completion of development wells on our proved undeveloped properties during the next twelve months. There is no assurance that we will be able to do so or that we will be able to do so upon terms that are acceptable. We are currently seeking to establish a credit facility with a financial institution but we have not determined the amount, if any, that we could borrow against our existing properties. We will continue to explore additional sources of both short-term and long-term liquidity to fund our operations and our capital requirements for development of our properties including establishing a credit facility, sale of equity or debt securities and sale of properties. Many of the factors which may affect our future operating performance and liquidity are beyond our control, including oil and natural gas prices and the availability of financing. After evaluation of the considerations described above, we presently believe that our cash flow from our existing producing properties, proceeds from the sale of producing properties, and other sources of funds will be adequate to fund our operating expenses and satisfy our other current liabilities over the next year or longer. If it were necessary to sell an existing producing property or properties to meet our operating expenses and satisfy our other current liabilities over the next year or longer we believe we would have the ability to do so. 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 any degree to manage foreign currency exchange and interest rate risks and do not hold or issue financial instruments to any degree for trading purposes. All of our revenue and related receivables are payable in U.S. dollars. We do have a contract to sell 3,500 barrels a month at $29.43 through November 1, 2001. We were subject to interest rate risk on $11,688,450 of variable rate debt obligations at December 31, 2000. The annual effect of a one percent change in interest rates would be approximately $115,000. The interest rate on these variable rate debt obligations approximates current market rates as of December 31, 2000. Results of Operations Income (loss). We reported net income for the three months ended December 31, 2000 of $292,408 and $562,163 compared to a net loss of $942,228 and $1,470,805 for the three and six months ended December 31, 1999. The net income and net loss for the three and six months ended December 31, 2000 and 1999 were effected by numerous items, described in detail below. Revenue. Total revenue for the three and six months ended December 31, 2000 was $3,407,057 and $5,806,888 compared to $584,816 and $732,956 for the three and six months ended December 31, 1999. Oil and gas sales for the three and six months ended December 31, 2000 were $3,332,672 and $5,691,274 compared to $555,159 and 671,699 for the three and six months ended December 31, 1999. The increase of $5,019,575 in oil and gas revenue comparing the six months ended December 31, 2000 to the six months ended December 31, 1999 is primarily attributed to the acquisitions that occurred during the fiscal year ended June 30, 2000 and the quarter ended September 30, 2000. During the six months ended December 31, 2000, we sold 147,635 barrels of oil from our interests in the Point Arguello Unit located in federal waters offshore California and sold 125,796 Mcf of gas and 5,033 barrels of oil from our interests in the our New Mexico properties. Both of these properties were acquired during fiscal 2000. We also sold 7,620 Mcf of gas and 45,437 barrels of oil from the North Dakota acquisition and sold 13,294 barrels of oil from the West Delta Block 52 acquisition both of which closed during the quarter ended September 30, 2000. Other Revenue. Other revenue includes amounts recognized from the production of gas previously deferred pending determination of our interests in the properties. Production volumes and average prices received for the three-month periods ended December 31, 2000 and 1999 are as follows: Three Months Ended Six Months Ended December 31, December 31, 2000 1999 2000 1999 Production - Onshore: Oil (Bbls) 31,995 2,788 54,584 3,864 Gas (Mcfs) 107,055 117,478 236,105 170,897 Average Price-Onshore : Oil (per Bbls) $27.15 18.92 $27.94 19.40 Gas (per Mcf) $7.52 2.23 $5.81 2.09 Production - Offshore- Oil (Bbls) 89,111 24,765 160,929 24,765 Average Price-Offshore- Oil (per Bbls) $18.62 $9.54 $17.36 $9.54 Lease Operating Expenses. Lease operating expenses were $1,319,132 and $2,261,864 for the three and six months ended December 31, 2000 compared to $372,800 and $411,947 for the same periods in 1999. On a Bbl equivalent basis, lease operating expenses were $5.61 and $4.78, during the three and six months ended December 31, 2000 compared to $5.38 and $4.88 for the same periods in 1999 for onshore properties. On a barrel equivalent basis, lease operating expenses were $11.67 and $11.26 during the three and six months ended December 31, 2000 and $10.20 and $10.20 for the same periods in 1999 for the offshore properties. The increase in lease operating expenses can be attributed to the acquisitions discussed above. Depreciation and Depletion Expense. Depreciation and depletion expense for the three and six months ended December 31, 2000 was $490,660 and $955,849 compared to $172,432 and $207,066 for the same period in 1999. On a barrel equivalent basis, the depletion rate was $4.90 and $5.26 for the three and six months ended December 31, 2000 and $5.01 and $4.49 for the same periods in 1999 for onshore properties. On a barrel equivalent basis, the depletion rate was $2.77 and $2.57 for the three and six months ended December 31, 2000 compared to $2.43 and $2.43 for the same periods in 1999 for offshore properties. Exploration Expenses. We incurred exploration expenses of $9,182 and $22,329 for the three and six months ended December 31, 2000 compared to $20,715 and $22,244 for the same period in 1999. Professional fees Professional fees for the three and six months ended December 31, 2000 were $239,715 and $469,475 compared to $139,419 and $280,813 for the same period in 1999. The increase in professional fees are primarily attributed legal fees for representation in negotiations and discussions with various state and federal governmental agencies relating to the company's undeveloped offshore California leases. General and Administrative Expenses. General and administrative expenses for the three and six months ended December 31, 2000 were $334,797 and $627,398 compared to $272,056 and $510,745 for the same periods in 1999. The increase in general and administrative expenses are primarily attributed to the increase in travel, corporate filings and the addition of a new employee. Stock Option Expense. Stock option expense has been recorded for the three and six months ended December 31, 2000 of $77,928 and $288,970 compared to $102,079 and $212,065 fo the same period in 1999, for options granted to and/or re-priced for certain officers, directors, employees and consultants at option prices below the market price at the date of grant. Other income. Other income during the six months ended December 31, 2000 includes the sale of our unsecured claim in bankruptcy against our former parent, Underwriters Financial Group in the amount of $350,000. Interest and Financing Costs. Interest and financing costs for the three and six months ended December 31, 2000 were $652,924 and $991,145 compared to $449,733 and $557,208 for the same period in 1999. The increase in interest and financing costs can be attributed to the new debt established to purchase certain oil and gas properties. PART II - OTHER INFORMATION Item 1. Legal Proceedings. We are not directly engaged in any material pending legal proceedings to which we or our subsidiaries are a party or to which any of our property is subject. Item 2. Changes in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. None. (b) Reports on Form 8-K: Form 8-K/A dated September 29, 2000; Item 7 Form 8-K dated December 22, 2000; Items 5 and 7 Form 8-K dated January 22, 2001; Items 2, 5 and 7 SIGNATURE 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. DELTA PETROLEUM CORPORATION (Registrant) s/Aleron H. Larson, Jr. Aleron H. Larson, Jr. Chairman of the Board and Treasurer S/Kevin K. Nanke Kevin K. Nanke, Chief Financial Officer Date: February 6, 2001 INDEX (2) Plan of Acquisitions, Reorganization, Arrangement, Liquidation, or Succession. Not applicable. (3) Articles of Incorporation and By-laws. The Articles of Incorporation and Articles of Amendment to Articles of Incorporation and By-laws of the Registrant were filed as Exhibits 3.1, 3.2, and 3.3, respectively, to the Registrant's Form 10 Registration Statement under the Securities and Exchange Act of 1934, filed September 9, 1987, with the Securities and Exchange Commission and are incorporated herein by reference. Statement of Designation and Determination of Preferences of Series A Convertible Preferred Stock of Delta Petroleum Corporation is incorporated by Reference to Exhibit 28.3 of the Current Report on Form 8-K dated June 15, 1988. Statement of Designation and Determination of Preferences of Series B Convertible Preferred Stock of Delta Petroleum Corporation is incorporated by reference to Exhibit 28.1 of the Current Report on Form 8-K dated August 9, 1989. (4) Instruments Defining the Rights of Security Holders. Not applicable. (9) Voting Trust Agreement. Not applicable. (10) Material Contracts. Not applicable. (11) Statement Regarding Computation of Per Share Earnings. Not applicable. (12) Statement Regarding Computation of Ratios. Not applicable. (13) Annual Report to Security Holders, Form 10-Q or Quarterly Report to Security Holders. Not applicable. (16) Letter re: Change in Certifying Accountants. Not applicable. (17) Letter re: Director Resignation. Not applicable. (18) Letter Regarding Change in Accounting Principals. Not applicable. (19) Previously Unfiled Documents. Not applicable. (21) Subsidiaries of the Registrant. Not applicable. (22) Published Report Regarding Matters Submitted to Vote of Security Holders. Not applicable. (23) Consent of Experts and Counsel. Not applicable. (24) Power of Attorney. Not applicable. (27) Financial Data Schedule. Not applicable. (99) Additional Exhibits. None. -----END PRIVACY-ENHANCED MESSAGE-----