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 March 31, 2003
Commission File No. 0-1392
Central Natural Resources, Inc. and Subsidiaries
Incorporated in State of Delaware IRS Number: 44-0195290
911 Main Street, Suite 1710
Kansas City, Missouri 64105
Phone: 816-842-2430
Common stock outstanding as of March 31, 2003
$1 par value; 498,924 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 - March 31, 2003 and
December 31, 2002
Consolidated Statements of Earnings and Retained Earnings
- Three months ended March 31, 2003 and 2002
Consolidated Statements of Comprehensive Income
- Three months ended March 31, 2003 and 2002
Consolidated Statements of Cash Flows - Three months
ended March 31, 2003 and 2002
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
Item 4. Controls and Procedures
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
March 31, 2003 and December 31, 2002
(Unaudited)
(amounts in unit dollars)
ASSETS 2003 2002
__________ __________
(Unaudited)
Current assets:
Cash and cash equivalents $ 879,222 1,956,795
Accounts receivable 89,572 22,500
Securities maturing within one year, at
amortized cost (note 2) 2,997,171 2,994,347
Notes receivable, current 62,998 65,221
Income tax receivable 206,831 206,867
Deferred income taxes 0 4,204
Other 14,351 11,416
__________ __________
Total current assets 4,250,145 5,261,350
Equity securities, at fair value (note 2) 585,244 642,637
Other investments 262,720 350,002
Deferred income taxes 41,434 13,200
Coal deposits, real estate, equipment and
oil and gas property:
Coal deposits 1,602,882 1,602,882
Mineral rights 39,988 39,988
Surface land 25,267 25,562
Oil and gas property 1,256,207 150,135
__________ __________
2,924,344 1,818,567
Less accumulated depletion, depreciation
and amortization (599,174) (583,748)
__________ __________
Net coal deposits, real estate, equipment, and
oil and gas property 2,325,170 1,234,819
__________ __________
Total assets $ 7,464,713 7,502,008
__________ __________
See accompanying notes to consolidated
financial statements
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 58,142 20,279
Deferred income advance oil lease bonus 0 11,250
__________ __________
Total current liabilities 58,142 31,529
__________ __________
Stockholders' equity:
Preferred stock of $1 par value. Authorized
100,000 shares; no shares issued - -
Common stock of $1 par value. Authorized
2,500,000 shares; issued 503,924 in 2003
and 2002 503,924 503,924
Treasury Stock - 5,000 in 2003 and 2002 (71,250) (71,250)
Retained earnings 6,888,386 6,941,699
Accumulated other comprehensive income (loss),
net of deferred taxes of $46,044 in 2003
and $51,749 in 2002 85,511 96,106
__________ __________
Total stockholders' equity 7,406,571 7,470,479
__________ __________
__________ __________
Total liabilities and stockholder's equity $ 7,464,713 7,502,008
__________ __________
<FN>
See accompanying notes to consolidated
financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Earnings and Retained Earnings
Three months ended March 31, 2003 and 2002
(Unaudited)
(amounts in unit dollars)
2003 2002
__________ __________
Operating revenue:
Oil and gas royalties $ 130,789 64,835
Oil & gas revenue 93,475 0
Oil and other mineral lease
rentals and bonuses 15,275 23,901
__________ __________
Total operating revenue 239,539 88,736
Oil and gas operating expenses 64,882 0
General and administrative expenses 151,084 168,159
__________ __________
Total expenses 215,966 168,159
__________ __________
Operating income (loss) 23,573 (79,423)
___________ __________
Nonoperating income (loss):
Investment income (loss) 30,373 (180,453)
Impairment charge-other investments (87,282) 0
Gain on sale of real estate 16,002 0
Other 612 131
__________ __________
Total nonoperating loss (40,295) (180,322)
__________ __________
Loss
before income taxes (16,722) (259,745)
Income taxes (benefit) (13,301) (140,805)
__________ __________
Net loss (3,421) (118,940)
Retained earnings at
beginning of period 6,941,699 7,445,022
Deduct cash dividends paid of $0.10 per
share in 2003 and$0.10 per share in 2002 (49,892) (50,392)
_________ _________
Retained earnings at end
of period $ 6,888,386 7,275,690
Loss per share - basic
and diluted $ (0.01) (0.24)
Weighted average number
of shares of common
stock outstanding
Basic 498,924 503,924
Diluted 498,924 503,924
<FN>
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Comprehensive Income
Three months ended March 31, 2003 and 2002
(Unaudited)
(amounts in unit dollars)
2003 2002
___________ __________
Net loss $ (3,421) (118,940)
___________ __________
Other comprehensive income:
Realized gains and unrealized
appreciation (depreciation)
on investments (2,640) 31,217
Income taxes 924 (10,926)
___________ __________
Realized gains and unrealized
appreciation (depreciation)
on investments, net (1,716) 20,291
___________ __________
Less:
Realized investments gains
included in net
loss (13,660) (8,736)
Income taxes 4,781 3,057
___________ __________
(8,879) (5,679)
___________ __________
(10,595) 14,612
___________ __________
Comprehensive loss $ (14,016) (104,328)
<FN>
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Cash Flows
Three months ended March 31, 2003 and 2002
(Unaudited)
(amounts in unit dollars)
2003 2002
__________ __________
Cash flows from operating activities:
Net loss $ (3,421) (118,940)
Adjustments to reconcile net loss
to net cash provided by (used in) operating
activities:
Gain on sales of equity securities (13,660) (8,736)
Gain on sale of real estate (16,002) 0
Depletion, depreciation and amortization 15,426 0
Amortization of premiums and discounts
Of securities, net (8,775) (16,665)
Impairment charge on equity securities 0 212,127
Impairment charge on other investments 87,282 0
Changes in assets and liabilities:
Accounts receivable and other assets (70,007) 31,509
Income tax receivable 36 0
Deferred oil lease bonus (11,250) (23,676)
Accounts payable and accrued expenses 37,863 8,135
Federal and state income taxes (18,325) (109,682)
__________ __________
Net cash used in
operating activities (833) (25,928)
__________ __________
Cash flows from investing activities:
Proceeds from note receivable 2,223 6,395
Proceeds from matured/called
Investment debt securities 3,000,000 8,000,000
Purchases of investment debt securities (2,994,050) (7,972,311)
Proceeds from sales of land 16,298 0
Purchase of oil and gas property (1,106,072) 0
Purchases of equity securities (1,082) (50,584)
Proceeds from sales of equity securities 55,835 18,551
__________ __________
Net cash provided by (used in)
investing activities (1,026,848) 2,051
Cash flows from financing activities-
Dividends paid (49,892) (50,392)
__________ __________
Net decrease in cash and
cash equivalents (1,077,573) (74,269)
Cash and cash equivalents, beginning of period 1,956,795 1,285,926
__________ __________
Cash and cash equivalents, end of period $ 879,222 1,211,657
__________ __________
<FN>
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
March 31, 2003
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 March 31, 2003, and the
results of operations and cash flows for the periods ended March 31, 2003
and 2002.
The consolidated financial statements are presented in accordance with
the requirements of Form 10-Q and, consequently, do not include all the
disclosures required by accounting principles generally accepted
in the United States of America. For further information, refer to the
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31,
2002.
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 March 31, 2003
and December 31, 2002 are as follows:
Gross Gross
unrealized unrealized
Amortized holding holding Fair
March 31, 2003 cost gains losses value
_________________ __________ __________ __________ __________
Held-to-maturity:
U. S. government
agency securities $ 2,997,171 - (71) 2,997,100
Available-for-sale:
Equity securities $ 453,689 146,255 (14,700) 585,244
Gross Gross
unrealized unrealized
Amortized holding holding Fair
December 31, 2002 cost gains losses value
_________________ __________ __________ __________ __________
Held-to-maturity:
U. S. government
agency securities $ 2,994,347 - (347) 2,994,000
Available-for-sale:
Equity securities $ 494,782 153,461 (5,606) 642,637
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
March 31, 2003
Investment income (loss) consists of the following for each of the
periods ended March 31:
Three months ended
March 31,
2003 2002
________ _______
<s> <c> <c>
Realized gains on sales
of equity securities $ 13,660 8,736
Impairment charge - (212,127)
Interest Income 14,642 21,636
Dividend Income 2,071 1,302
_______ _______
$ 30,373 (180,453)
_______ _______
Investments in debt securities are classified as held-to-maturity
securities, which are carried at amortized cost. Investments in
marketable equity securities are classified as 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 based 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 three months ended March 31, 2003, the
Company recognized no impairment charge for declines in market values of equity
securities considered to be other then temporary.
Note (3) Other Investments:
Other investments represent an equity interest in non-marketable
securities for which the Company does not possess significant influence.
These investments are accounted for at cost. For the period ended March
31, 2003, the Company determined that the fair value of these investments
had been impaired. An impairment charge was recognized in the amount of
$87,282 to reflect this impairment.
Note (4) Investment in Oil and Gas Property
On February 28, 2003 the Company, through a wholly-owned subsidiary, CNR
Production, L.L.C., a Texas limited liability company (hereinafter the
"Subsidiary"), executed and closed the acquisition of certain assets
described hereafter pursuant to a "Purchase and Sale Agreement Between
Smith Production, Inc. as Seller and CNR Production, L.L.C. as Purchaser"
(hereinafter the "Purchase Agreement"). Pursuant to the Purchase
Agreement, the Subsidiary acquired an undivided two percent (2%) interest
in certain property rights of the Seller described in the Purchase Agreement
constituting working interests in two oil and gas fields known as the Bass
Flores Field and Total Tabasco Field located in Hidalgo and Starr
Counties in south Texas. This area of Texas is active in the production of
gas and oil, and there are a number of operating oil and gas wells located
on the property acquired.
As consideration for this acquisition, the Subsidiary paid $1,080,000.
This amount was paid by the Subsidiary from funds provided by the Company
from its available liquid resources by means of capital contributions and
loans to the Subsidiary.
Oil and gas property recorded on the balance sheet is comprised of property
that is both proved and unproved. Expenses related to the unproved property
have been capitalized in the amount of $153,778 under the successful efforts
method of accounting.
Note (5) Stock Option Plans
The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations in accounting for its
fixed plan stock options. As such, compensation expense would be recorded on
the date of grant only if the then current market price of the underlying
stock exceeded the exercise price. Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, established
accounting and disclosure requirements using a fair value-based method of
accounting for stock-based employee compensation plans. As allowed by SFAS No.
123, the Company has elected to continue to apply the intrinsic value-based
method of accounting described above, and has adopted the disclosure
requirements of SFAS No. 123. The following table illustrates the effect on
net income (loss) if the fair value based method had been applied to all
outstanding and unvested awards in each period:Net Earnings:
First First
Quarter Quarter
2003 2002
________ _______
<s> <c> <c>
Net Earnings
As Reported $ (3,421) (118,940)
Pro Forma (10,617) (139,340)
Earnings per share:
As Reported $ (0.01) (0.24)
Pro Forma (0.02) (0.27)
____ ____
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Total operating revenue increased in the first quarter of 2003 from the
first quarter of 2002 due to increased revenues from oil and gas
royalties which, in turn, were due to increased production of oil and
gas during the current period under comparison, coupled with an increase
in average prices during the comparable period. Additionally, revenue
from oil and gas working interests acquired in the first quarter of 2003
also contributed to the increase in operating revenue. A subsidiary of
the Company acquired a 2% working interest in two producing fields in
south Texas as is explained further in Note 4 to the financial
statements.
As mentioned in prior reports, a lessee continues to expand drilling
operations and production of coal bed methane gas from certain of the
Company's coal properties located in Sebastian County, Arkansas, with
revenue continuing to be received from royalties from this operation
during the current fiscal periods under comparison. Commercial
production has been somewhat consistent over the past two years and the
level of commercial production on an ongoing basis must be considered
uncertain at this time, as the amount of revenue which will continue to
be received from this source will be subject to the uncertainties of
volume of production and price fluctuations in the market price of
natural gas.
General and administrative expenses decreased slightly in the current
period despite increased compensation associated with the engagement of
a full time chief executive officer. Oil and Gas operating expenses,
which include lease operating costs as well as depletion, depreciation
and amortization, increased due to the acquisition of the working
interests in producing fields in south Texas discussed above.
Non-operating losses decreased in the first quarter of 2003 from the
first quarter of 2002 due to lower impairments realized on investments.
In the first quarter of 2003 the Company recognized an impairment charge
in Other Investments on the carrying value of an investment in equity of
a private company. The impairment was determined based on the recent sale
price of securities by the investee. In the first quarter of 2002 the
Company recognized impairment charges reflecting write-downs in the
carrying value of certain marketable investment securities as described
in Note 2 because decreases in current market values of those securities
were deemed by Management to be other than temporary. There was no
impairment of investment securities in the first quarter of 2003.
Income tax benefits for the first quarter of 2003 are down from the
same period in 2002 due to a reduction of tax losses in the comparable
quarters. Income tax benefits from 2002 reflect receipt of a refund of
state income taxes for prior years amounting to $70,093.
Financial Condition - Liquidity and Capital Resources
The financial condition of the Company continued to be strong through
the end of the first quarter of 2003 as it was at the end of the fiscal
year in 2002. Although the Company utilized available liquidity to fund
the acquisition of working interests in south Texas discussed above,
the liquidity of the Company continues to be high as is evidenced
by a continuing favorable ratio of current assets to current
liabilities, and the fact that a significant portion of the Company's
net worth continues to be represented by liquid assets.
The Company continues to have no bank debt or other lender liability
outstanding and no significant other liabilities. There are no off
balance sheet arrangements. In addition, since the Company carries no
inventory and has low amounts of accounts receivable and accounts
payable, its working capital needs are minimal, and since it has
significant liquid assets, and there are no current known demands,
commitments or contractual obligations, Management believes that
liquidity should continue to be favorable and the financial condition
of the Company strong.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Regarding future capital expenditures, as reported in prior filings,
the Company is participating in an oil and gas exploration venture in
east Texas. The Board has authorized a capital expenditure of up to
$250,000 for this project, approximately $153,778 of which has been
paid through the close of the first quarter of 2003. Development of
this property is expected to begin in the near term and likely will
require additional funds pursuant to Authorizations for Expenditures as
discussed hereafter. With regard to the south Texas acquisition and the
east Texas project described above, the subsidiary will be called upon,
from time to time, to pay its pro-rata share of expenses and capital
expenditures associated with the projects. Prior to capital expenditures
being incurred on these properties, the subsidiary will be issued an
Authorization for Expenditure (AFE) for review and approval by the
project operator. Management believes that, based upon the subsidiary's
current liquidity level and the expected future revenue from these
ventures, sufficient financial resources will be available to meet any
and all capital requirements required by these projects.
Other than these projects, 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, and in pursuit of that objective has focused on
the possible acquisition of additional mineral properties or working
interest in selected oil and gas operations. In addition, Management
continues to aggressively pursue development of its currently owned oil
and gas and coal properties and to attempt to lease more of its mineral
properties in order to generate additional rental, bonus and royalty
income. The only continuing commercial commitment is the operating
lease for general office space of the Company and commitments with
respect to the Texas oil and gas projects referred to above.
Although as discussed above, the liquidity of the Company continues to
be favorable, it is affected by cash flows. The Consolidated Statement
of Cash Flows in the accompanying Consolidated Financial Statements
illustrates that there was a net decrease in cash and cash equivalents
the first quarter of 2003. 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, the
difference resulting from the acquisition of working interests in oil
and gas properties in addition to differences in the amount of
proceeds from the sale of equity securities and purchase of equity
securities during each such period, differences in the amount of
proceeds from matured/called investment debt securities which were
reinvested. Also contributing to the difference was the lower net
loss in the first quarter of 2003 compared to the net loss in the first
quarter of 2002. The net loss in each of the first quarters of 2003 and
2002 included certain impairment charges which reduced earnings but
did not reduce cash. The decrease in cash flows from operating
activities was also affected by the timing of both income tax payments
and the recognition of income from deferred oil lease bonuses.
Accounting Policies, Recent Accounting Pronouncements
and Other Matters
A summary of significant accounting policies was contained in Note 1 to
the consolidated financial statements of the Company filed with Form
10-K for the year ended December 31, 2002. One example of a judgment
made in applying a critical accounting policy is the impairment charge
made relative to the decline in market value of certain securities that
is deemed to be other than temporary as is referred to above. The
impairment of the value of securities is analyzed quarterly on an
individual security basis based on the length of time (generally six
months), and the extent to which market value has been less than cost;
the financial condition and any specific events which affect the
issuers; and the Company's intent and ability to hold the security.
There would be materially different reported results if different
assumptions or conditions were to prevail. In the judgment of
Management and the Board of Directors, the indicated charges were
appropriate, however, they have taken note of the fact that the overall
return of the portfolio since inception is positive. Another example of
a judgment made in applying a critical accounting policy is the periodic
review of long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. This accounting policy has been applied in the past, for
example, in downward adjustments to the carrying value of the Company's
coal properties. However, this accounting policy does not permit an
upward adjustment in such carrying values, when Management believes the
current fair market value of an asset is greater than the carrying value
on the balance sheet and in fact Management believes that this may be
the case with respect to the carrying value of certain assets on the
balance sheet carried at their historical cost.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Yet another example of judgment exercised in applying a critical
accounting policy is the election, approved by the Board of Directors of
the Company, to utilize the "Successful Efforts" method of accounting
with respect to the operation of the oil and gas working interests
described above. "Successful Efforts" typically results in more of the
costs of operations expensed and deducted as incurred.
A cash dividend of $0.10 per share was paid in the first quarter of
2003, and a cash dividend of the same amount was paid in the first
quarter of 2002. After the close of the current quarter, the Board
declared a dividend of $0.10 to be paid in the second quarter.
The Company was required to adopt SFAS No. 143, Accounting for Asset
Retirement Obligations on January 1, 2003. The adoption of this
pronouncement had a minimal impact on the Company's financial statements.
The Company also adopted SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets on January 1, 2002. The adoption of SFAS
No.144 had no impact on the Company's financial statements.
Forward-Looking Statements
This report contains forward-looking statements that are based on
current expectations, estimates, forecasts, and projections about the
business segment 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 assumptions and certain risks and
uncertainties that are difficult to predict, such as future changes in
energy prices, including fluctuations in prevailing prices for oil and
gas, 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), results of drilling and other exploration and
development activities, uncertainties regarding future political,
economic, regulatory, fiscal, and tax policies and practices as well as
assumptions concerning a relatively stable national economy, and the
absence of a major disruption such as a domestic act of terrorism. In
addition, the company relies on professional and management services
provided by third parties in certain of its operating activities.
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.
ITEM 4 - CONTROLS AND PROCEDURES
Within 90 days of the filing of this quarterly report, the Company conducted
an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures. Disclosure controls and procedures mean
controls and other procedures that are designed to ensure that the financial
and non-financial information required to be disclosed in the Company's
periodic filings with the Securities and Exchange Commission is recorded,
processed, summarized and reported in a timely manner. The evaluation was
conducted with the participation of Management and under the supervision of
the President and Chief Executive Officer and the Chief Financial Officer.
Based on the evaluation, the Company's Management concluded that the Company's
disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls or
other factors that could significantly affect these controls subsequent to the
date of the evaluation.
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 - Attached
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K - Attached
PART II, ITEM 4. - SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
The following meeting of Stockholders was held after the close of the
quarter to which this report pertains, however, it was held prior to the
filing of this report so disclosure is made as hereinafter set forth.
(a) The Annual Meeting of Stockholders was held April 22, 2003.
(b) The meeting involved the election of Directors, and the
following are the Directors elected at that meeting:
Bruce L. Franke
Ray A. Infantino
Patrick J. Moran
James R. Ukropina
Phelps C. Wood
Phelps M. Wood
There were no other Directors whose term of office as a Director
continued after the meeting.
(c)(i) For the election of Directors, the votes received by all
nominees were as follows:
Bruce L. Franke 378,738
Ray A. Infantino 392,536
Patrick J. Moran 378,738
James R. Ukropina 392,536
Phelps C. Wood 378,738
Phelps M. Wood 378,738
Cumulative voting is not permitted.
(ii) At the same meeting, the Stockholders ratified the appointment
by the Audit Committee of the accounting firm KPMG LLP as independent
public accountants to examine the financial statements of the Company for
the year ending December 31, 2003 and to perform other appropriate
accounting services. The holders of 392,596 shares cast their votes
in favor of that appointment, the votes of 242 shares were cast against
it, and the holders of 400 shares abstained.
(d) There were no settlements between the Company and any
other participants terminating any solicitation subject to Rule 14a-11.
PART II, ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K are as follows:
(3)(i) Amended and Restated Certificate of Incorporation is
incorporated herein by reference to Exhibit (3)(i) to the Annual Report on
Form 10-K for the Company for the fiscal year ended December 31, 2000.
(3)(ii) Bylaws (filed as Exhibit (3)(ii)hereto).
(10) Material contracts:
(A) Central Coal & Coke Corporation's Director Nonqualified Stock Option
Plan is incorporated by reference to Exhibit (10)(iii)(A) to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1994. The Plan was approved
by the Company's Stockholders at the Annual Meeting held April 19, 1995, and is
discussed in the Definitive Proxy Statement for that meeting previously filed
with the Commission.
(B) Agreement of Settlement and Release dated February 29, 2000
is incorporated herein by reference to Exhibit 10(i) to the Annual Report
on 10-K for the Company for the fiscal year ended December 31, 1999.
(C) Central Natural Resources, Inc.'s 2001 Stock Incentive Plan
approved by the Board of Directors February 7, 2001 and approved by the
Stockholders at the Annual Meeting of Stockholders held April 19, 2001.
This Plan is discussed in the Definitive Proxy Statement for that meeting
and was filed with the Commission with that Proxy Statement and is
incorporated herein by this reference.
(D) Purchase and Sale Agreement Between Smith Production, Inc.
as Seller and CNR Production, LLC as Purchaser dated February 28, 2003
by and between Smith Production, Inc., a Texas corporation, as "Seller,"
and CNR Production, LLC, a Texas limited liability company and a
wholly-owned subsidiary of the Company, as "Purchaser," (filed as Exhibit
10(D) hereto)
Exhibit 99.1 - Certification required by 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
signed by the President and Chief Executive Officer of the Company (filed
as Exhibit 99.1 hereto).
Exhibit 99.2 - Certification required by 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed
by the Chief Financial Officer of the Company (filed as Exhibit 99.2
hereto).
(b) A Current Report on Form 8-K was filed March 14, 2003 reporting
as Item 2, "Acquisition of Disposition of Assets," the acquisition of a
2% working interest in two producing oil and gas fields in south Texas for
approximately $1,080,000 pursuant to that Material Contract filed as
Exhibit 10(D) hereto.
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: May 15, 2003
____________________________
By: /s/ Leonard L. Noah
____________________________
Leonard L. Noah,
Chief Financial Officer
Date: May 15, 2003
____________________________
By: /s/ Phelps C. Wood
____________________________
Phelps C. Wood,
President
CERTIFICATIONS
I, Phelps C. Wood, President and Chief Executive Officer of Central
Natural Resources, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Central
Natural Resources, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report ("Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
fulfilling the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 15, 2003
/s/ Phelps C. Wood
____________________________________
Phelps C. Wood
President and Chief Executive Officer
CERTIFICATIONS
I, Leonard L. Noah, Chief Financial Officer of Central Natural
Resources, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Central
Natural Resources, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report ("Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
fulfilling the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses..
Date: May 15, 2003
/s/ Leonard L. Noah
____________________________________
Leonard L. Noah
Chief Financial Officer