Form 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or
15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended September 30, 2001
Commission File No. 0-1392
Central Natural Resources, Inc. and Subsidiaries
Incorporated in State of Delaware IRS Number: 44-0195290
127 West 10th Street, Room 666
Kansas City, Missouri 64105
Phone: 816-842-2430
Common stock outstanding as of September 30, 2001
$1 par value; 503,924 shares
The Registrant (l) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such
filing requirements for the past ninety days.
Yes [X] No [ ]
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets
- September 30, 2001 and December 31, 2000
Consolidated Statements of Earnings and Retained Earnings
- Nine and three months ended September 30, 2001 and 2000
Consolidated Statements of Comprehensive Income
- Nine and three months ended September 30, 2001 and 2000
Consolidated Statements of Cash Flows
- Nine months ended September 30, 2001 and 2000
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Balance Sheets
September 30, 2001 and December 31, 2000
(amounts in unit dollars)
ASSETS 2001 2000
__________ __________
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,332,954 1,748,510
Accounts receivable - 22,500
Securities maturing within one year,
at amortized cost (note 2) 3,985,072 3,970,189
Notes receivable, current 17,380 16,720
Federal and state income taxes 11,831 -
Other 16,989 10,064
__________ __________
Total current assets 5,364,226 5,767,983
Equity securities, at fair value (note 2) 866,681 1,544,018
Notes receivable, noncurrent 70,419 83,287
Other Investments 350,002 100,002
Deferred income taxes 125,258 -
Coal deposits, real estate, equipment,
and leasehold improvements:
Coal deposits 1,602,882 1,602,882
Mineral rights 39,988 39,988
Surface land 25,562 25,581
Equipment and leasehold improvements 1,303 1,303
__________ __________
1,669,735 1,669,754
Less accumulated depletion, depreciation,
and amortization 581,676 580,541
__________ __________
Net coal deposits, real estate,
equipment, and leasehold improvements 1,088,059 1,089,213
__________ __________
Total assets $ 7,864,645 8,584,503
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 19,079 10,946
Deferred oil lease bonus 71,030 -
Federal and state income taxes - 62,525
__________ __________
Total current liabilities 90,109 73,471
Deferred income taxes - 149,993
Stockholders' equity:
Preferred stock of $1 par value; 100,000 shares
authorized; no shares issued - -
Common stock of $1 par value; 2,500,000 shares
authorized, 503,924 shares issued 503,924 503,924
Retained earnings 7,491,211 7,639,660
Accumulated other comprehensive income (loss), net
of deferred taxes of $(118,784) in 2001 and
$117,901 in 2000 (220,599) 217,455
__________ __________
Total stockholders' equity 7,774,536 8,361,039
__________ __________
Total liabilities and stockholders' equity $ 7,864,645 8,584,503
<FN>
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Earnings and Retained Earnings
Nine months ended September 30, 2001 and 2000 and
three months ended September 30, 2001 and 2000
(Unaudited)
(amounts in unit dollars)
Nine months ended Three months ended
September 30, September 30,
2001 2000 2001 2000
_________ _________ _________ _________
Operating revenue:
Coal royalties $ 45,800 49,127 22,500 23,684
Oil and gas royalties 550,762 425,013 129,565 153,347
Oil and other mineral lease
rentals and bonuses 28,181 43,782 24,156 31,612
_________ _________ _________ _________
Total operating revenue 624,743 517,922 176,221 208,643
General and administrative
expenses 385,443 398,219 98,768 121,030
Operating income 239,300 119,703 77,453 87,613
Nonoperating income (loss):
Investment income (loss)(note 2) 74,881 908,519 (64,231) 474,621
Gain on sales of real estate 1,106 3,385 1,106 -
Other 5,048 601 5,032 44
_________ _________ _________ _________
Total nonoperating
income(loss) 81,035 912,505 (58,093) 474,665
Earnings before income
taxes 320,335 1,032,208 19,360 562,278
Income taxes 90,841 369,464 1,414 208,735
_________ _________ _________ _________
Net earnings 229,494 662,744 17,946 353,543
Retained earnings at
beginning of period 7,639,660 9,799,931 7,599,246 9,981,356
Deduct cash dividends paid
of $.75 per share in 2001
and $.25 in 2000 (377,943) (127,776) (125,981) -
_________ _________ _________ _________
Retained earnings at end
of period $ 7,491,211 10,334,899 7,491,211 10,334,899
Earnings per share-
basic and diluted $ 0.46 1.19 0.04 0.69
Weighted average number
of shares of common
stock outstanding 503,924 556,682 503,924 510,314
<FN>
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Comprehensive Income
Nine months ended September 30, 2001 and 2000
three months ended September 30, 2001 and 2000
(Unaudited)
(amounts in unit dollars)
Nine months ended Three months ended
September 30, September 30,
2001 2000 2001 2000
_________ _________ _________ _________
Net earnings $ 229,494 662,744 17,946 343,543
_________ _________ _________ _________
Other comprehensive income:
Realized gains (losses)
and unrealized
appreciation (depreciation)
on investments, net (671,216)1,238,193 (411,022) (288,391)
Income taxes 234,925 (433,367) 143,856 100,397
_________ _________ _________ _________
Realized gains(losses)and
unrealized appreciation
(depreciation)
on investments, net (436,291) 804,826 (267,166) (187,994)
Less:
Realized investment losses
(Gains) included
in net earnings (2,713) (613,328) 45,016 (383,050)
Income taxes 950 214,665 (15,755) 134,067
_________ _________ _________ _________
(1,763) (398,663) 29,261 (248,983)
_________ ________ _________ _________
(438,054) 406,163 (237,905) (436,977)
_________ ________ _________ _________
Comprehensive income(loss) $ (208,560)1,068,907 (219,959) (83,434)
<FN>
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Cash Flows
Nine months ended September 30, 2001 and 2000
(Unaudited)
(amounts in unit dollars)
2001 2000
_________ _________
Cash flows from operating activities:
Net earnings $ 229,494 662,744
Adjustments to reconcile net earnings to
net cash provided by (used in) operating
activities:
Depletion, depreciation,
and amortization 1,135 1,177
Amortization of premiums and
discounts of securities, net (137,953) (213,364)
Gain on sales of real estate (1,106) (3,385)
Gain on sales of equity securities (2,713) (613,328)
Impairment charge on equity securities 112,502 -
Changes in assets and liabilities:
Accounts receivable and other assets 15,575 35,994
Deferred oil lease bonus 71,030 -
Accounts payable and accrued expenses 8,133 (2,781)
Federal and state income taxes (113,732) 133,144
__________ _________
Total adjustments (47,129) (662,543)
Net cash provided by
operating activities 182,365 201
Cash flows from investing activities:
Proceeds from note receivable 12,208 11,558
Proceeds from matured/called investment
debt securities 16,000,000 22,972,217
Purchases of investment debt securities (15,876,930) (19,235,702)
Proceeds from sales of land 1,125 3,424
Purchases of equity securities (419,274) (921,058)
Proceeds from sales of equity
securities 312,893 890,246
Purchase of other investments (250,000) (100,002)
_________ _________
Net cash provided by (used in)
investing activities (219,978) 3,620,683
_________ _________
Cash flows from financing activities:
Purchase of treasury stock - (3,311,729)
Payment of dividends (377,943) (127,776)
_________ _________
Net cash used in financing activities (377,943) (3,439,505)
_________ _________
Net (decrease) increase in cash and
cash equivalents (415,556) 181,379
Cash and cash equivalents,
beginning of year 1,748,510 1,894,021
_________ _________
Cash and cash equivalents,
end of period $ 1,332,954 2,075,400
<FN>
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
September 30, 2001
Note (1) Basis of Presentation
In the opinion of Central Natural Resources, Inc. (the Company),
the accompanying unaudited consolidated financial statements
contain all adjustments (consisting of only normal recurring accruals)
necessary to present fairly the financial position as of September 30, 2001,
and the results of operations and cash flows for the periods ended
September 30, 2001 and 2000.
Results of operations for interim periods are not necessarily indicative
of results to be expected for a full year.
Oil Lease Bonuses
Oil lease bonuses which relate to future periods are deferred and
recognized as income over the related future periods (generally one
year).
Note (2) Investment Securities
The amortized cost, gross unrealized holding gains, gross unrealized
holding losses, and fair value for held-to-maturity and available-for-sale
securities by major security type at September 30, 2001 and
December 31, 2000 are as follows:
Gross Gross
unrealized unrealized
Amortized holding holding Fair
September 30, 2001 cost gains losses value
__________________ __________ __________ __________ __________
Held-to-maturity:
U. S. government
securities $ 3,985,072 3,961 - 3,989,033
Available-for-sale:
Equity securities $ 1,206,062 119,740 (459,121) 866,681
December 31, 2000
_________________
Held-to-maturity:
U. S. government
securities $ 3,970,189 - (1,439) 3,968,750
Available-for-sale:
Equity securities $ 1,209,470 579,000 (244,452) 1,544,018
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
September 30, 2001
Investment income (loss) consists of the following for each of the periods
ended September 30:
Nine months ended Three months ended
September 30, September 30,
2001 2000 2001 2000
________ _______ _______ _______
<s> <c> <c> <c> <c>
Realized gains (loses)on sales
of equity securities $ 2,713 613,328 (45,016) 383,050
Impairment charge (112,502) - (66,414) -
Interest Income 177,943) 282,512 45,861 86,827
Dividend Income 6,727 12,679 1,338 4,744
________ _______ _______ _______
$ 74,881 908,519 (64,231) 474,621
Investments in debt and certain equity securities are classified
as either held-to-maturity securities, which are carried at amoritized
cost, or available-for-sale securities, which are carried at fair
value, with unrealized gains and losses excluded from earnings
and reported in other comprehensive income.
A decline in the market value of any available-for-sale or
held-to-maturity security below cost that is deemed to be other
than temporary results in a reduction in carrying amount to
fair value. The impairment is charged to earnings and a new cost
basis for the security is established. Other than temporary
impairment is analyzed quarterly on an individual security
basis on the length of time and the extent to which market
value has been less than cost; the financial condition and any
specific events which effect the issuer; and the Company's
intent and ability to hold the security. During the nine months
and three months ended September 30, 2001, the Company recognized
an impairment chargefor declines in market values of equity
securities consideredto be other than temporary of $112,502
and 66,414, respectively.
(3) Dividends Paid
During the quarter ended September 30, 2001, the Company's Board of
Directors declared a $.25 dividend per share which was paid on
August 31, 2001.
(4) Stock Dividends
On January 19, 2001, the Board of Directors declared a stock
dividend of one share of common Stock for each issued and
outstanding share of common stock held by stockholders of record
as of January 29, 2001. The stock dividend was distributed on
February 13, 2001 to stockholders of record as of January 29, 2001.
As of January 19, 2001, there were 25l,962 shares issued and outstanding
so that after the distribution of the stock dividend, there
were 503,924 shares of common stock issued and outstanding. All per share
and share data in the consolidated financial statements and related
notes have been restated to reflect the stock dividend for all
periods presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The financial condition of the Company continued very strong through the
end of the first nine months of 2001, as it was at the end of fiscal year
2000. The liquidity of the Company continues to be high as is evidenced
by a favorable ratio of current assets to current liabilities, and the fact
that a significant portion of the Company's net worth is represented by
liquid assets.
Total operating revenue was up over 20% in the first nine months of 2001 over
the first nine months of 2000, although it was down somewhat in the third
quarter of 2001 from the third quarter of 2000. The decrease in total
operating revenue in the current quarter was primarily due to reduced revenue
from oil and gas royalties which, in turn, was due to lower prices of oil and
gas during the current quarter. However, higher prices and greater production
during the earlier quarters of 2001 accounted for an increase in revenue from
oil and gas royalties in the nine month period of 2001 over the nine month
period in 2000, and thus accounted for greater total operating revenue in the
current nine month period. As reported last quarter, a lessee has commenced
drilling operations exploring for coal bed methane gas in certain of the
Company's coal properties located in Sebastian County, Arkansas. A pipeline
has been laid to the drilling sites and production is scheduled to
commence in the fourth quarter of 2001. Although results of test
drilling have appeared to be promising, the level of commercial
production is uncertain at this time, and should positive results
be achieved in the commercial production of coal bed methane gas
under this lease, it may very well be some time, perhaps even a
number of years, before the Company realizes material royalty revenue
from this source. Revenue from oil and other mineral lease rentals and
bonuses was down in the first three quarters of 2001 from the same
period in 2000 because there were fewer new leases made in the current
period with income recognizable in that period.
Non-operating income was down significantly in the first nine months of
2001 from the first nine months of 2000, and also down in the third
quarter of 2001 from the third quarter of 2000. The decreases resulted
from lower capital gain income being realized on the sale of equity
securities during the current periods under comparison, somewhat lower
rates of return on temporary fixed income investments during the
current periods, and the reduced size of the portfolio of fixed
income investments during the current periods under comparison.
Additionally, as described in note (2) to the accompanying
consolidated financial statements, the Company recognized an impairment
charge in the second and third quarters of 2001 reflecting a write-down
in the carrying value of certain securities because decreases in current
market values have been deemed other than temporary. There is a deferred
tax benefit relative to such write-down which will be realized for income
tax purposes upon future sale or disposition of the securities.
General and administrative expenses were down materially in the third
quarter of 2001 from the third quarter of 2000, and also down in the
first nine months of 2001 from the first nine months of 2000. The
decreases in both cases reflect reduced fees paid to outside service
providers during the current periods, somewhat offset by increased
compensation.
Income taxes were lower for the first nine months of 2001 than for the
first nine months of 2000 principally as a result of reduced earnings
before income taxes.
There was a net decrease in cash and cash equivalents in the first nine
months of 2001, and a net increase in cash and cash equivalents in the
first nine months of 2000. The most significant component of the changes
between the periods under comparison was the difference in cash provided
by or used in investment activities; specifically, differences in the
amount of proceeds from the sale of equity securities and purchases of
equity securities during each such period, differences in the amount of
proceeds from matured/called investment debt securities which were
reinvested, and the purchase of a greater amount of other investments
during the current period. Also contributing to the differences was
reduced net earnings in the first nine months of 2001 compared to the
first nine months of 2000, partially offset by reduced income tax
expense in the current period, and increased deferred oil lease bonuses
received in the current period. The lower net earnings in 2001 include
an impairment charge on equity securities which reduced earnings but
did not reduce cash. Also, there were greater cash dividends paid to
stockholders during the first nine months of 2001 than in the first
nine months of 2000. There was also a sizeable expenditure in the
first nine months of 2000 with respect to a substantial treasury
stock purchase.
The Board of Directors of the Company on January 19, 2001 declared a one
share for one share stock dividend which was distributed on February 13,
2001 to Stockholders of record on January 29, 2001. All per share and
share data in the consolidated financial statements accompanying this
report for periods prior to the current fiscal year have been restated
to reflect the stock dividend for the periods presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERAATIONS, continued
A cash dividend of $0.25 per share was paid in each of the first three
quarters of 2001. While the Board of Directors had previously expressed
the intention to continue paying the $0.25 per share quarterly dividend if
the operating results and financial condition of the Company continued to
justify it, as reported last quarter, at a Board meeting held July 20,
2001, the Board expressed a consensus that in the next quarter, the Board
might reevaluate the quarterly dividend policy in light of possible needs
to retain liquidity for potential acquisitions under consideration and for
other possible areas of internal growth. At a subsequent Board meeting
held after the close of the third quarter, the Board declared a dividend
for the fourth quarter of $0.125 per share and explained that since total
year-to-date net earnings for this year are somewhat below total net
earnings for the same period last year, due in substantial part to a
material decrease in energy prices, and in furtherance of the objective
to retain liquidity for potential acquisitions under consideration and
for other possible areas of internal growth, it would be advisable to
reduce the fourth quarter quarterly dividend payment.
Statement of Financial Accounting Standards SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, was issued by the Financial
Accounting Standards Board (FASB) in June 1998. SFAS No. 133 standardizes
the accounting for derivative instruments. Under that statement, entities
are required to carry all derivative instruments in the statement of
financial condition at fair value. The Company was required to adopt SFAS
No. 133, as amended on January 1, 2001. The adoption of SFAS No. 133 did not
impact the financial position or results of operation of the Company.
In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001, as well as all purchase method business combinations
completed after June 30, 2001. SFAS No. 141 also specifies criteria intangible
assets acquired in a purchase method business combination must meet to be
recognized and reported apart from goodwill, noting that any purchase price
allocable to an assembled work force may not be accounted for separately.
SFAS No. 142 will require that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at
least annually in accordance with the provisions of SFAS No. 142. SFAS No.
142 will also require that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment. The Company is required to
adopt SFAS No. 142 effective January 1, 2002. The Company currently has
no goodwill or significant other intangible assets.
On October 3, 2001, the FASB issued SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, which addressees
financial accounting and reporting for the impairment or disposal of
long-lived assets. While this statement supersedes SFAS No. 121,
Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, it retains many of the fundamental
provisions of that Statement.
This statement also supersedes the accounting and reporting provisions
of APB Opinion No. 30, Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions, for the
disposal of a segment of a business. However , it retains the requirement
in Opinion No. 30 to report separately discontinued operations and extends
that reporting to a component of a entity that either has been disposed of
(by sale, abandonment, or in a distribution to owners) or is classified
as held for sale.
This statement is effective for fiscal years beginning after December 15,
2001, except in certain circumstances. The Company is required to adopt
SFAS No. 144 on January 1, 2002. The Company is currently reviewing what
impact the provisions of this statement will have if any, on its financial
position and results of operations.
The Company has no specific commitment for material capital expenditures
at the present time. Management does, however, continue to actively
pursue other business opportunities which may result in a more productive
deployment of its assets and ultimately increase earnings. The Board also
continues to review numerous possible acquisition opportunities of
operating businesses. Three potential acquisitions were reviewed and
declined in the past year as not suitable at the present time from a
stockholder perspective and other opportunities continue to be investigated,
but no firm decision on these acquisition prospects have as yet been made.
Management also continues to aggressively pursue development of its oil and
gas properties and to attempt to lease more of its mineral properties in
order to generate more rental, bonus, and royalty income, and may consider
acquiring working interests in selected oil and gas operations.
This Management's Discussion and Analysis of Financial Condition and
Results of Operations, and other sections of this report contain forward-
looking statements that are based on current expectations, estimates,
forecasts, and projections about the business segments in which the Company
operates, management's beliefs, and assumptions made by management. These
and other written or oral statements that constitute forward-looking
statements may be made by or on behalf of the Company. These statements
are not guarantees of future performance and involve certain risks,
uncertainties, and assumptions that are difficult to predict, including by
way of example, assumptions concerning energy prices, the Company's ability
to participate in or co-venture successful exploration or production of
natural resources (such as oil, gas, coal, and other minerals, and
assumptions concerning a relatively stable national economy. Therefore,
actual outcomes and results may differ materially from what is expressed,
implied, or forecast in such forward-looking statements. The Company does
not, by including this statement, assume any obligation to review or revise
any particular forward-looking statement referenced herein in light of future
events.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The primary market risk exposures of the Company relate to
changes in interest rates, changes in equity security prices,
and changes in certain commodity prices.
The Company's exposure to market risk for changes in
interest rates relates solely to its fixed income portfolio
which consists of U. S. government agency securities. All such
securities are held-to-maturity and have original maturities
of less than one year. The Company does not use derivative
financial instruments to hedge interest rates on its fixed
income investment securities.
The Company's exposure to market risk for changes
in equity security prices relates solely to its marketable
equity investment portfolio which consists primarily of
common stocks of domestic, publicly held enterprises.
The Company's exposure to market risk for changes in
commodity prices relates to changes in the prices of coal,
oil, and natural gas, and the effect thereof on its royalties
and rentals relating to coal deposits and mineral rights,
as is discussed in more detail in Management's Discussion
and Analysis of Financial Condition and Results of Operations
set forth in Part 1, Item 2 of this report. The Company
does not use derivative commodity instruments to hedge its
commodity risk exposures.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
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 - None
SIGNATURES
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.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
(Registrant)
Date: November 14, 2001
____________________________
By: /s/ Gary J. Pennington
____________________________
Gary J. Pennington,
Assistant Treasurer-
General Manager, Principal
Financial and Accounting Officer
Date: November 14, 2001
____________________________
By: /s/ Phelps M. Wood
____________________________
Phelps M. Wood
President