FX ENERGY INC ITEM 1A RISK FACTORS - -------------------------------------------------------------------------------- Risk Factors Our business is subject to a number of material risks, including, but not limited to, the following factors related directly and indirectly to our business activities in the United States and Poland |
8 Risks Relating to our Business Our success depends largely on our discovery of economic quantities of oil or gas in Poland |
We do not currently generate sufficient revenues to cover our costs of operation, including our exploration and general and administrative costs, and will continue to rely on funds from external sources until we generate sufficient revenue to cover these costs |
Our exploration programs in Poland are based on interpretations of geological and geophysical data |
The factors listed below, most of which are outside our control, may prevent us from establishing additional commercial production or substantial reserves as a result of our exploration, appraisal and development activities in Poland: o we cannot assure that any future well will encounter commercial quantities of oil or gas; o there is no method to predict in advance of drilling and testing whether any prospect encountering oil or gas will yield oil or gas in sufficient quantities to cover drilling or completion costs or to be economically viable; o one or more appraisal wells may be required to confirm the commercial potential of an oil or gas discovery; o we may continue to incur exploration costs in specific areas even if initial appraisal wells are plugged and abandoned or, if completed for production, do not result in production of commercial quantities of oil or gas; and o drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including operating problems encountered during drilling, weather conditions, compliance with governmental requirements, shortages or delays in the delivery of equipment or availability of services, and other factors |
We have limited control over our exploration and development activities in Poland |
Our partner, POGC, holds the majority interest and is operator of our two most important project areas and has a minority interest in a third project area |
As a paying partner, we rely to a significant extent on the financial capabilities of POGC If POGC were to fail to perform its obligations under contracts with us, it would most likely have a material adverse effect on us |
In particular, we have prepared our exploration budget through 2006 based on the participation of and funding to be provided by POGC Although we have rights to participate in exploration and development activities on some POGC-controlled acreage, we have limited rights to initiate such activities |
Further, we have no direct interest in some of the underlying agreements, licenses and grants from the Polish agencies governing the exploration, exploitation, development or production of acreage controlled by POGC Thus, our program in Poland involving POGC-controlled acreage would be adversely affected if POGC should elect not to pursue activities on such acreage, if the relationship between us and POGC should deteriorate or terminate or if POGC or the governmental agencies should fail to fulfill the requirements of or elect to terminate such agreements, licenses or grants |
We cannot assure the exploration models we are using in Poland will lead to finding oil or gas in Poland |
We cannot assure the exploration models we and POGC have developed will provide a useful or effective guide for selecting exploration prospects and drilling targets |
We will have to revise or replace these exploration models as a guide to further exploration if ongoing drilling results do not confirm their validity |
These exploration models may be based on incomplete or unconfirmed data and theories that have not been fully tested |
The seismic data, other technologies, and the study of producing fields in the area do not enable us to know conclusively prior to drilling that oil or gas will be present in commercial quantities |
We cannot assure that the analogies that we draw from available data from other wells, more fully explored prospects, or producing fields will be applicable to our drilling prospects |
9 We cannot accurately predict the size of exploration targets or foresee all related risks |
Notwithstanding the accumulation and study of 2-D and 3-D seismic data, drilling logs, production information from established fields, and other data, we cannot predict accurately the oil or gas potential of individual prospects and drilling targets or the related risks |
Our predictions are only rough, preliminary geological estimates of the forecasted volume and characteristics of possible reservoirs and are not an estimate of reserves |
In some cases, our estimates may be based on a review of data from other exploration or producing fields in the area that ultimately may be found not to be similar to our exploration prospects |
We may require several test wells and long-term analysis of test data and history of production to determine the oil or gas potential of individual prospects |
We have had limited exploratory success in Poland |
We have participated in drilling 21 exploratory wells in Poland, including five exploratory successes (the Wilga 2, Kleka 11, Zaniemysl-3, Sroda-4 and Rusocin-1), and sixteen exploratory dry holes |
Of our five exploratory successes in Poland, only the Kleka 11 well is currently producing |
Gas production is scheduled to commence in the second half of 2006 at Wilga 2 and Zaniemysl-3 |
We may not achieve the results anticipated in placing our current or future discoveries into production |
We may encounter delays in commencing the production and the sale of gas in Poland, including our recent gas discoveries and other possible future discoveries |
The possible delays may include obtaining rights-of-way to connect to the POGC pipeline system, obtaining construction permits, availability of materials and contractors, the signing of an oil or gas purchase contract, and other factors |
Such delays would correspondingly delay the commencement of cash flow and may require us to obtain additional short-term financing pending commencement of production |
Further, we may design proposed surface and pipeline facilities based on possible estimated results of additional drilling |
We cannot assure that additional drilling will establish additional reserves or production that will provide an economic return for planned expenditures for facilities |
We may have to change our anticipated expenditures if costs of placing a particular discovery into production are higher, if the project is smaller, or if the commencement of production takes longer than expected |
Privatization of POGC could affect our relationship and future opportunities in Poland |
Our activities in Poland have benefited from our relationship with POGC, which has provided us with exploration acreage, seismic data and production data under our agreements |
The Polish government commenced the privatization of POGC by selling POGC "e s refining assets |
In late 2005, POGC successfully completed an initial public offering on the Warsaw stock exchange, and approximately 35prca of POGC is now owned by the public and current and former employees |
Privatization may result in new policies, strategies or ownership that could adversely affect our existing relationship and agreements, as well as the availability of opportunities with POGC in the future |
We have a history of operating losses and may require additional capital in the future to fund our operations |
From our inception in January 1989 through December 31, 2005, we have incurred cumulative net losses of dlra68dtta5 million |
We expect that our exploration and production activities may continue to result in net losses and that our accumulated deficit may increase |
We anticipate that we will incur losses through 2006 and possibly beyond, depending on whether our activities in Poland and the United States result in sufficient revenues to cover related operating expenses |
Until sufficient cash flow from operations can be obtained, we expect we will need additional capital to fully fund our ongoing planned exploration, appraisal, development and property acquisition programs in Poland |
We have no current arrangement for any such additional financing, but may seek required funds from the issuance of additional debt or equity securities, project financing, strategic alliances or other arrangements |
Although we are currently negotiating with commercial lenders to establish a credit facility, we can offer no assurances that we will be able to obtain financing on acceptable or favorable terms |
Obtaining additional financing may dilute the interest of our 10 existing stockholders or our interest in the specific project being financed |
We cannot assure that additional funds could be obtained or, if obtained, would be on terms favorable to us |
In addition to planned activities in Poland, we may require additional funds for general corporate purposes |
The loss of key personnel could have an adverse impact on our operations |
We rely on our officers and key employees and consultants and their expertise, particularly David N Pierce, President and Chief Executive Officer; Thomas B Lovejoy, Chairman and Chief Financial Officer; Andrew W Pierce, Vice-President and Chief Operating Officer, Jerzy B Maciolek, Vice-President of Exploration, Zbigniew Tatys, Poland Country Manager, and Richard Hardman, Director and Chairman of our technical committee |
The loss of the services of any of these individuals may materially and adversely affect us |
We have entered into employment agreements with our key executives |
We do not maintain key-man insurance on any of our employees |
The price we receive for gas we sell will likely be lower than free market gas prices in western Europe |
Our limited number of wells and reserves means we cannot assure uninterruptible supply in sufficient quantities to meet the anticipated requirements of industrial users, so we currently are dependent on selling gas to POGC at prices generally lower than prevailing in western Europe |
The market for the sale of gas in Poland is open to competition, but there are not yet many participants |
Accordingly, we expect that the prices we receive for the gas we produce will be lower than would be the case in a fully competitive setting and may be lower than prevailing western European prices, at least until a fully competitive market develops in Poland or until we are able to assure potential purchasers other than POGC that we have sufficient wells and reserves to assure an uninterruptible supply in sufficient quantities |
Further, there is no established market relationship between gas prices in short-term and long-term sales agreements |
Notwithstanding the strong demand for gas in Poland, the availability of abundant quantities of gas from former members of the Soviet Union and the low cost of electricity from coal-fired generating facilities may also tend to depress gas prices in Poland |
Oil and gas price decreases and volatility could adversely affect our operations and our ability to obtain financing |
Oil and gas prices have been and are likely to continue to be volatile and subject to wide fluctuations in response to the following factors: o the market and price structure in local markets; o changes in the supply of and demand for oil and gas; o market uncertainty; o political conditions in international oil and gas producing regions; o the extent of production and importation of oil and gas into existing or potential markets; o the level of consumer demand; o weather conditions affecting production, transportation and consumption; o the competitive position of oil or gas as a source of energy, as compared with coal, nuclear energy, hydroelectric power and other energy sources; o the availability, proximity and capacity of gathering systems, pipelines and processing facilities; o the refining and processing capacity of prospective oil or gas purchasers; o the effect of governmental regulation on the production, transportation and sale of oil and gas; and o other factors beyond our control |
11 We have not entered into any agreements to protect us from price fluctuations and may or may not do so in the future |
Insurance may not be adequate to protect us against all these risks |
Our oil and gas drilling and production operations are subject to hazards incidental to the industry |
These hazards include blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution, releases of toxic gas and other environmental hazards and risks |
These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations |
To lessen the effects of these hazards, we maintain insurance of various types to cover our domestic operations |
We cannot assure that the general liability insurance of dlra10dtta0 million carried by us can continue to be obtained on reasonable terms |
POGC, as operator of the Fences project area, is self-insured |
We do not plan to purchase well control insurance on wells we drill in the Fences project area and may elect not to purchase such insurance on wells drilled in other areas in Poland as well |
The current level of insurance does not cover all of the risks involved in oil and gas exploration, drilling and production |
Where additional insurance coverage does exist, the amount of coverage may not be sufficient to pay the full amount of such liabilities |
We may not be insured against all losses or liabilities that may arise from all hazards because such insurance is unavailable at economic rates, because of limitations on existing insurance coverage, or other factors |
For example, we do not maintain insurance against risks related to violations of environmental laws |
We would be adversely affected by a significant adverse event that is not fully covered by insurance |
Further, we cannot assure that we will be able to maintain adequate insurance in the future at rates we consider reasonable |
Risks Relating to Conducting Business in Poland Polish laws, regulations and policies may be changed in ways that could adversely impact our business |
Our oil and gas exploration, development and production activities in Poland are and will continue to be subject to ongoing uncertainties and risks, including: o possible changes in government personnel, the development of new administrative policies, and practices and political conditions in Poland that may affect the administration of agreements with governmental agencies or enterprises; o possible changes to the laws, regulations and policies applicable to us and our partners or the oil and gas industry in Poland in general; o uncertainties as to whether the laws and regulations will be applicable in any particular circumstance; o uncertainties as to whether we will be able to enforce our rights in Poland; o uncertainty as to whether we will be able to demonstrate, to the satisfaction of the Polish authorities, our and POGCapstas compliance with governmental requirements respecting exploration expenditures, results of exploration, environmental protection matters, and other factors; o the inability to recover previous payments to the Polish government made under the exploration rights or any other costs incurred respecting those rights if we were to lose or cancel our exploration and exploitation rights at any time; o political instability and possible changes in government; o export and transportation tariffs; o local and national tax requirements; 12 o expropriation or nationalization of private enterprises and other risks arising out of foreign government sovereignty over our acreage in Poland; and o possible significant delays in obtaining opinions of local authorities or satisfying other governmental requirements in connection with a grant of permits to conduct exploration and production activities |
Poland has a developing regulatory regime, regulatory policies and interpretations |
Poland has a developing regulatory regime governing exploration and development, production, marketing, transportation and storage of oil and gas |
These provisions were recently promulgated and are relatively untested |
Therefore, there is little or no administrative or enforcement history or established practice that can aid us in evaluating how the regulatory regime will affect our operations |
It is possible that such governmental policies will change or that new laws and regulations, administrative practices or policies or interpretations of existing laws and regulations will materially and adversely affect our activities in Poland |
For example, Polandapstas laws, policies and procedures were changed to conform to the requirements that had to be met before Poland was admitted as a full member of the European Union |
Our oil and gas operations are subject to rapidly changing environmental laws and regulations that could have a negative impact on our operations |
Operations on our project areas are subject to environmental laws and regulations in Poland that provide for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and gas exploration and development |
Additionally, if significant quantities of gas are produced with oil, regulations prohibiting the flaring of gas may inhibit oil production |
In such circumstances, the absence of a gas gathering and delivering system may restrict production or may require significant expenditures to develop such a system prior to producing oil and gas |
We may be required to prepare and obtain approval of environmental impact assessments by governmental authorities in Poland prior to commencing oil or gas production, transportation and processing functions |
We and our partners cannot assure that we have complied with all applicable laws and regulations in drilling wells, acquiring seismic data or completing other activities in Poland to date |
The Polish government may adopt more restrictive regulations or administrative policies or practices |
The cost of compliance with current regulations or any changes in environmental regulations could require significant expenditures |
Further, breaches of such regulations may result in the imposition of fines and penalties, any of which may be material |
These environmental costs could have a material adverse effect on our financial condition, results of operations, or cash flows in the future |
Certain risks of loss arise from our need to conduct transactions in foreign currency |
The amounts in our agreements relating to our activities in Poland are sometimes expressed and payable in United States dollars and sometimes in Polish zlotys |
Conversions between United States dollars and Polish zlotys are made on the date amounts are paid or received |
In the future, our financial results and cash flows in Poland may be affected by fluctuations in exchange rates between the Polish zloty and the United States dollar |
We have not hedged our foreign currency activities in the past and do not plan to do so |
Currencies used by us may not be convertible at satisfactory rates |
In addition, the official conversion rates between United States and Polish currencies may not accurately reflect the relative value of goods and services available or required in Poland |
Further, inflation may lead to the devaluation of the Polish zloty |
Risks Related to an Investment in our Common Stock Our stockholder rights plan and bylaws discourage unsolicited takeover proposals and could prevent our stockholders from realizing a premium on our common stock |
We have a stockholder rights plan that may have the effect of discouraging unsolicited takeover proposals |
The rights issued under the stockholder rights plan would cause substantial dilution to a person or group 13 that attempts to acquire us on terms not approved in advance by our board of directors |
In addition, our articles of incorporation and bylaws contain provisions that may discourage unsolicited takeover proposals that our stockholders may consider to be in their best interests that include: o provisions that members of the board of directors are elected and retire in rotation; and o the ability of the board of directors to designate the terms of, and to issue new series of, preferred shares |
Together, these provisions and our stockholder rights plan may discourage transactions that otherwise could involve payment to our stockholders of a premium over prevailing market prices for our common shares |
Our common stock price has been and may continue to be extremely volatile |
Our common stock has traded as low as dlra4dtta50 and as high as dlra16dtta71 during intra-day trading between January 1, 2005, and the date of this report |
Some of the factors leading to this volatility include: o the outcome of individual wells or the timing of exploration efforts in Poland; o the potential sale by us of newly issued common stock to raise capital or by existing stockholders of restricted securities; o price and volume fluctuations in the general securities markets that are unrelated to our results of operations; o the investment communityapstas view of companies with assets and operations outside the United States in general and in Poland in particular; o actions or announcements by POGC that may affect us; o prevailing world prices for oil and gas; o the potential of our current and planned activities in Poland; and o changes in stock market analysts &apos recommendations regarding us, other oil and gas companies or the oil and gas industry in general |
We may encounter additional exploration failures in Poland that will adversely affect the trading prices for our common stock |