SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________
FORM 10K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended..................................Commission File
March 31, 2004...........................................Number 0-1587
GNC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1050549
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8235 Douglas Avenue Suite 1201
Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)
(214)691-9436
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock - Par Value $0.40 per share None
Securities registered pursuant to Section 12(b) of the Act: None
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________
On March 31, 2004, there were 5,203,706 shares of the
registrant's common stock issued and outstanding. The aggregate
market value of the registrant's common stock held by non-affiliates
of the registrant (computed by reference to the closing sale price in
the over-the-counter market) on 3/31/95 was approximately $325,231.63.
GNC ENERGY CORPORATION
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I. Page
Item 1. Business................................................ 3
Item 2. Properties.............................................. 3
Item 3. Legal Proceedings....................................... 4
Item 4. Submission of Matters to a Vote of Security
Holders............................................ 5
PART II.
Item 5. Market for the Registrant's Securities and Related
Stockholder Matters................................ 6
Item 6. Selected Financial Data................................. 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 7
Item 8. Financial Statements and Supplementary Data............. 8
Item 9. Disagreements on Accounting and Financial Disclosure.... 8
PART III.
Item 10. Directors and Executive Officers of the Registrant...... 8
Item 11. Management Remuneration................................. 9
Item 12. Security Ownership of Certain Beneficial Owners
and Management..................................... 9
Item 13. Certain Relationships and Related Transactions.......... 10
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K............................... 10
PART I
Items 1. and 2. BUSINESS AND PROPERTIES
(a) General Development of Business
GNC Energy Corporation was incorporated in Delaware in 1954. Its
principal executive offices are located at 8235 Douglas Ave., Suite
1201, Dallas, Texas 75225. The term "GNC" or "Company" as used herein
refers to GNC Energy Corporation except as the context may otherwise
indicate.
The Company was engaged in various segments of the energy
industry. In 1987 its wholly-owned subsidiary, Plateau Supply, Inc.,
was sold. Its coal business had not operated since 1985 and was sold
in 1987. This left a small oil and gas producing division.
The Company was incorporated in 1954 under the name of American
Tidelands, Inc. In 1959, American Tidelands, Inc., was merged and
changed its corporate name to Marine Drilling, Inc. The company
changed its name to Great National Corporation in 1964 and in August,
1981, changed its name to GNC Energy Corporation.
Due to the economic conditions in the oil and gas and coal mining
industries, the curtailment of the Company's operations and other
factors, including the disposal of the majority of the Company's
income-producing properties in satisfaction of debt, the Company feels
that it is unable to absorb the expense of an audit at this time.
Therefore, the consolidated financial statements included herein for
the year ended March 31, 2004, are unaudited.
(b) Financial Information about Industry Segments
Financial data for the last three fiscal years with respect to
sales, income (loss) from operations, identifiable assets and capital
expenditures attributable to each business segment appears in Note 6
to the financial statements.
(c) Narrative Description
Supply and Equipment
The construction, mining and industrial supply business was sold
on February 12, 1987.
Coal Mining
The coal mining subsidiaries were sold on September 30, 1987.
Oil and Gas
The company maintains a small oil and gas production and
exploration effort. The Ohio oil and gas properties were sold in
satisfaction of debt.
Employees
As of March 31, 2004, the Company had no employees.
Item 3. LEGAL PROCEEDINGS
The following judgments are taken against the company as of this
filing:
Judgment Creditors Judgment Amount
D. W. Campbell, T. J. Fouts, Jr.,
George Bristol, Charles Kuhn, A. Gary Muir,
and Larvena Investments, Inc. 571,362
Rocanville Corp. (formerly held by Halliburton ) 247,631
Rocanville 147,321
Hudson trust (formerly held by Aetna) 207,800
Total Judgment Creditors $1,174,114
No bonds have been filed by the Company to preclude judgment
creditors from exercising their rights to writs of execution,
garnishment, etc.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matter during the fiscal year
covered by this report to a vote of security holders, through
solicitation of proxies or otherwise.
Executive Officers of the Registrant
The following is a list of the Company's executive officers,
their ages, and their positions and offices as of March 31, 2004.
Name of Officer Age Position
W. H. Hudson 74 Chairman of the Board of Directors
President and Chief Executive
Officer
Andrew C. Hudson 43 Secretary
The following is a summary of the business background of the
executive officers of the Company for the past several years:
Mr. W. H. Hudson was elected Chairman of the Board, President and
Chief Executive Officer of the Company in March 1979. During the past
twenty-five years, in addition to his activities with the Company, his
principal business has been the management of his personal investments
in real estate and oil and gas properties.
Mr. Andrew Hudson was elected Secretary of the Company in 1988.
Since that time he has devoted part of his business time to the
activities of the Company.
PART II
Item 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED
STOCKHOLDER MATTERS
(a) Principal Market
The Company's common stock was listed and began trading on the
American Stock Exchange during September, 1981. Effective December 3,
1985, the Company's common stock was delisted from the American Stock
Exchange and since such date has been trading in the over-the-counter
market.
(b) Stock Price and Dividend Information
The table below presents the range of high and low prices on the
over-the-counter market as quoted in the "pink sheets" from April 1,
1991, through March 31, 1993.
Quarter Ended Fiscal 1992 Fiscal 1993
High Low High Low
June 30 $1/16 $ 1/32 $ 1/4 $ 1/32
September 30 1/16 1/32 1/4 1/32
December 31 1/16 1/32 1/4 1/32
March 31 1/16 1/32 1/4 1/32
The Company has not and does not contemplate the payment of cash
dividends with respect to its common stock. The Company intends to
utilize any profits it might generate in its business operations.
(c) Approximate Number of Holders of Common Stock
The approximate number of holders of record of the Company's
common stock as of March 31, 2004, is 3,861.
Item 6. SELECTED FINANCIAL DATA
The following table presents a five-year summary of selected
financial data for the years ended March 31:
2004 2003 2002 2001 2000
(in thousands except per share amounts)
Revenues $ 0 $ 0 $ 6 $ 18 $ 15
Income (Loss) from
operations 0 0 2 9 0
Extraordinary Income (Loss) 0 339 50 20 16
Interest Expense 126 126 141 141 141
Net Income (Loss) (142) 199 (102) (128) (139)
Weighted average number
of common shares
outstanding 5,204 5,204 5,204 5,204 5,204
Earnings (Loss) per common
share (.03) .04 (.02) (.02) (.03)
Working capital (deficit) (7,262) (7,120) (7,319) (7,217) (7,090)
Long-term debt - - - - -
Stockholders' equity
(deficit) (7,262) (7,120) (7,319) (7,217) (7,090)
Total Assets - - - - -
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At March 31, 2004, the Company had a working capital deficit of
$7,262,120 and no long-term obligations.
No new oil and gas wells were drilled in fiscal 2004. There were
no capital expenditures.
The Company does not have sufficient liquid resources to meet the
present judgment creditor claims against the Company.
Results of Operations
Declining demand seriously impacted the supply business in 1987,
resulting in a sale of the division. Plateau Supply Company filed for
reorganization under Chapter 11 of the Bankruptcy Act. No recovery
was made on the $3,479,580 note receivable resulting from the sale of
that company.
Coal mining operations ceased in 1985 and were sold in September
1987.
The remaining oil and gas properties were not profitable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted as a separate section of
this report (page 11).
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
An attempt was made to update and correctly record the Company's
assets and liabilities during the fiscal year ended 3-31-91. This
accounts for the extraordinary income and other changes to Retained
Earnings that year.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
Common
Served As Shares
Director Beneficially Percent
Name Age Position Since Owned of Class
W. H. Hudson 74 Chairman of the 1979 576,878* 11.09
Board of Directors,
President and Chief
Executive Officer
of the Company,
Dallas, Texas
R. H. Rosen 65 President, Advanced 1981 12,000 0.23
Energy Technology,
Inc., Cambridge,
Massachusetts
_______________________
*See "Principal Stockholders."
Unless otherwise indicated, the nominees have sole voting and
investment power with respect to their shares of the Company's Common
Stock listed hereinabove.
As of March 31, 2004, the directors and officers of the Company,
as a group, (2 persons) held an aggregate of 588,878 shares of Common
Stock, or 11.32% of the outstanding shares of that class.
Mr. W. H. Hudson was elected Chairman of the Board, President and
Chief Executive Officer of the Company in March, 1979. During the
past twenty-five years, in addition to his activities with the
Company, his principal business has been the management of his
personal investments in real estate and oil and gas properties.
Dr. Rosen has been President of Advanced Energy Technology, Inc.,
since 1982. He was President, Chief Executive Officer and a Director
of Energy Resources Co., Inc., from 1974 to 1982. He has also been
President and Chairman of the Board of Texas Resources, Inc., since
1980.
Executive Officers
The listing of executive officers included in this report is
shown at Part I, Item 4.
Item 11. MANAGEMENT REMUNERATION
There was no remuneration accrued by the Company and its
subsidiaries to individual executive officers of the Company for
fiscal year ended 3-31-04.
Profit-Sharing Plan
At March 31, 2004, there were no outstanding stock options, under
the Company's 1974 Qualified Stock Option Plan.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The listing of security ownership of certain beneficial owners
and management in this Report is shown at Part III, Item 10.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company reimburses W. H. Hudson, Chairman of the Board,
President and Chief Executive Officer of the Company a portion of
certain overhead expenses incurred in its day-to-day operations. The
Company paid Mr. Hudson a total of approximately $4,575 during the
year ended March 31, 2004, for these services. The Board of Directors
believes that this billing arrangement is advantageous to the Company
and offers an economical office operation.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
FORM 8-K
Financial Statements and Financial Statement Schedules
The Consolidated Financial Statements and Financial Statement
Schedules of the Company included in this Report are listed at Part
II, Item 8.
Exhibits
The listing of previously filed exhibits has been excluded from
this annual report to stockholders. Such listing will be furnished
upon request and payment of the Company's reasonable copying and
mailing expenses.
Reports on Form 8-K
There were no reports filed on Form 8K for the fiscal year ended
March 31, 2004.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GNC ENERGY CORPORATION
Date: ______________ 2004
W. H. Hudson, Chairman of the Board
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons, on
behalf of the Registrant and in the capacities and on the dates
indicated.
Signatures Titles Date
W. H. Hudson Chairman of the Board, __________ 2004
President, Chief
Executive Officer and
Chief Financial Officer
R. H. Rosen Director __________ 2004
ITEM 8 - Financial Statements and Supplementary Data
ITEM 8(a) - Index to Financial Statements and Schedules
Page
Financial statements and supplementary information:
Consolidated balance sheets....................................13-14
Consolidated statements of operations............................ 15
Consolidated statements of changes in stockholders'
equity (deficit)............................................ 16
Consolidated statements of changes in financial position......... 17
Notes to consolidated financial statements....................... 18
Schedules:
Consolidated property, plant and equipment....................... 22
Consolidated accumulated depreciation, depletion and
amortization of property, plant and equipment.................. 23
Valuation and qualifying accounts and reserves................... 23
All other schedules have been omitted because they are not
required under the instructions or the information requested as set
forth in the consolidated financial statements or related notes
thereto.
GNC ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
March 31 March 31
2003 2002
Current assets:
Cash $ - $ -
Recoverable deposits - -
Prepaid Expenses 60 -
Total current assets - -
Property, plant and equipment
at cost, substantially pledged:
Oil and gas - -
Less accumulated depreciation,
depletion and amortization - -
- -
Total Assets $ 60 $ -
GNC ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31 March 31
2004 2003
Current liabilities:
Accounts payable 2,879,022 2,863,044
Accrued expenses 2,011,726 2,011,726
Accrued interest expense 2,371,432 2,245,271
Total current liabilities 7,262,180 7,120,041
Stockholders' equity (deficit):
Common stock, $.40 par value
Authorized - 10,000,000 shares
Issued and outstanding - 5,203,706
shares in 1989 and 1988 2,081,482 2,081,482
Capital in excess of par value 17,000,421 17,000,421
Accumulated deficit (26,344,023) (26,201,944)
(7,262,120) (7,120,041)
$ 60 $ 0
GNC ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Years Ended March 31,
2004 2003 2002
Net Sales $ - $ - $ 6,292
Costs and Expenses
Cost of sales - 308 1,602
General, administrative, other 15,878 13,544 15,881
Depreciation, depletion, amort. - - 17
Total Costs and Expenses (15,878) (13,852) 17,500
Income (loss) from
operations (15,878) (13,852) (11,208)
Other Income (Expense)
Interest (126,161) (126,161) (140,770)
Gain (loss) on debt write-off - 339,542 -
Miscellaneous Income - - -
Other - - -
Taxes and penalties (40) (107) (62)
Extraordinary Income - - 50,011
Total Other Income (Loss) (126,201) 213,274 (90,821)
Gain (Loss) (142,079) 199,422 (102,029)
Gain (Loss) per share $ (.03) $ (.02) $ (.02)
GNC ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
Capital in
Common Stock excess of Accumulated
Shares Amount par value deficit
Balance at March 31,
2000 5,203,706 $2,081,482 $17,000,421 $(26,171,669)
Adjustments -
Net Gain(loss) (127,669)
Balance at March 31,
2001 5,203,706 $2,081,482 $17,000,421 $(26,299,338)
Adjustments -
Net Gain(Loss) (102,029)
Balance at March 31,
2002 5,203,706 $2,081,482 $17,000,421 $(26,401,367)
Adjustments -
Net Gain(Loss) 199,422
Balance at March 31,
2003 5,203,706 $2,081,482 $17,000,421 $(26,201,944)
Adjustments -
Net Gain(Loss) (142,078)
Balance at March 31,
2004 5,203,706 $2,081,482 $17,000,421 $(26,344,023)
GNC ENERGY CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
(UNAUDITED)
Years Ended March 31,
2004 2003 2002
Financial resources were applied to:
Net (loss) before extraordinary
item $ (142,078) (140,120) $ (152,040)
Fixed Assets - -
Items not affecting working
capital: Depreciation,
depletion, and amortization - - 17
Working capital applied to
(provided by) operations (142,078) (140,120) (152,023)
Extraordinary items:
Gain/Loss on disposition of assets - - 50,012
Gain on expired debt - 339,542 -
199,422 (102,011)
Leasehold Costs - - -
- 199,422 (102,011)
Financial resources were provided by:
Sales and retirements of
property, plant and equipment,
net of accum. depreciation,
depletion - - 92
Decrease in liabilities - - -
Decrease in tar sands value - - -
Decrease in other assets - - -
- - 92
Increase (decrease) in
working capital $ (142,078) $ 199,422 $ (101,919)
Increase (decrease) in elements of working capital:
Cash $ - $ - $ -
Recoverable deposits - - -
Prepaid Expenses 60 - -
Notes payable and current
maturities on long-term debt - - -
Accounts payable and accrued
expenses (15,978) 132,139 38,851
Accrued interest expense (126,160) 67,283 (140,770)
Increase (decrease) in
working capital $ (142,078) $ 199,422 $ (101,919)
GNC ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004, 2003 AND 2002
(UNAUDITED)
1. Summary of significant accounting policies
This summary of significant accounting policies of GNC Energy
Corporation (Company) is presented to assist in understanding the
Company's financial statements. The financial statements and
notes are representations of the Company's management, which is
responsible for their integrity and objectivity. These
accounting policies conform to generally accepted accounting
principles applied on a consistent basis.
Principles of consolidation
The consolidated financial statements include the accounts of GNC
Energy Corporation. All significant intercompany balances and
transactions have been eliminated from the consolidated financial
statements.
Property, plant and equipment
Property, plant and equipment is carried at cost and includes
expenditures for new facilities and those which substantially
increase the useful lives of existing property, plant and
equipment. Maintenance, repairs and minor renewals are expensed
as incurred. When properties are retired or otherwise disposed
of, the related cost and accumulated depreciation is removed from
the respective accounts and any gain or loss on disposition is
credited or charged to operations.
The Company follows the full-cost method of accounting for its
oil and gas operations. Under the full-cost method, all
productive and nonproductive acquisition, exploration, and
development costs are capitalized as incurred. Capitalized costs
required to develop proved undeveloped reserves are amortized by
the unit-of-production method using proved reserves (revenue
method). However, reserves have not been audited currently due
to the expense involved in doing so. Therefore, depletion as
allowed by tax law is used, where applicable.
1. Summary of significant accounting policies (continued)
Income taxes
No provision has been made for income taxes, as the Company has
net operating losses to carry forward, in the amount of
$2,537,817, the last of which is due to expire in 2020 if not
used prior to that time.
2. Inventories
At March 31, 2004, there were no inventories.
3. Notes payable
Notes payable include a secured note due on demand, which is
included in accounts payable. There are no long-term debts.
4. Information regarding industry segments
2004 2003 2002
(000somitted)
Net Sales:
Oil and gas $ 0 $ 0 $ 6
Administrative fees on operations - - -
$ 0 $ 0 $ 6
Loss (income) from operations:
Oil and gas $ 0 $ 0 $ 5
Other Loss - - -
Other Gains - 339 50
- 339 45
General corporate expenses 16 14 16
Interest expense 126 126 141
Net (Gain) Loss $ 142 $ (199)$ 112
Identifiable assets:
Oil and gas - - -
$ - $ - $ -
Capital expenditures:
Oil and gas $ - $ - $ -
Depreciation, depletion and
amortization:
Oil and gas $ - $ - $ 17
5. Leases
The final combined hydrocarbon lease, which contained tar sands,
expired, and the remaining asset value in tar sands was written
off.
6. Commitments and contingencies
Continuation of the Company as a going concern is dependent upon
the Company obtaining additional capital or its ability to attain
profitable operations adequate to meet its financial obligations.
The Company's consolidated financial statements have been
prepared on a going concern basis which contemplates the
realization of assets and liquidation of liabilities in the
ordinary course of business and do not include any adjustments
that might be necessary should the Company be unable to continue
as a going concern.
7. Profit-sharing plan
The Company's profit-sharing plan ceased with the sale of Plateau
Supply, Inc., in 1987.
8. Transactions with affiliated parties
During the year ended March 31, 2004, the Company incurred
overhead allocation fees of approximately $ 10,436 to a
corporation controlled by a major stockholder of the Company for
the use of office space.
Additionally, the Company incurred debt to an entity controlled
by major stockholders for approximately $5,542 during the year
ended March 31, 2004, for working capital advances to the
Company.
During 1985, a director of the Company purchased unregistered,
restricted stock from the Company. 57,000 and 7,000 shares of
the Company's common stock were purchased for $3.50 and $3.00 per
share respectively, with the market value on those dates being
$5.625 and $4.125 per share, respectively.
9. Income taxes
The Company has federal income tax loss carryforwards of
approximately $2,537,817 which will expire through 2020.
10. Gain/Loss per share
Gain/loss per share has been computed by dividing the net
gain/loss for the years ended March 31, 2004, 2003, and 2002, by
the weighted average number of shares outstanding of 5,203,706
shares. Shares issuable in connection with employee stock
options and convertible debt have not been included in the
computation of earnings per share, as their effect is
antidilutive.
11. Interest
Net interest consists of the following:
2004 2003 2002
Total interest $ 126,161 $ 126,161 $ 140,770
Interest income - - -
$ 126,161 $ 126,161 $ 140,770
GNC ENERGY CORPORATION
SUPPLEMENTARY INFORMATION ON RESERVES OF OIL AND GAS
Years Ended March 31, 2004, 2003 and 2002
(UNAUDITED)
Reserves of Oil and Gas
The Company's oil and gas interests have been sold in
satisfaction of debt.
GNC ENERGY CORPORATION
SCHEDULE V - CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT
Balance at Other Balance at
beginning Additions Retire- changes end of
Classification of period at cost ments add(deduct) period
Year ended
March 31, 2004:
Oil and gas leasehold & equipment
- full cost $ - $ - $ - $ -$ -
Tar Sands - - - -
$ - $ - $ - $ - $ -
Year ended
March 31, 2003:
Oil and gas leasehold & equipment
- full cost $ -$ -$ - - $ -
Tar Sands - - - - -
$ -$ - $ - $ $ -
Year ended
March 31, 2002:
Oil and gas leasehold & equipment
- full cost $ 72,575 $ - $(72,575)$ - $ -
Tar Sands - - - - -
$ 72,575 $ - $(72,575) $ - $ -
GNC ENERGY CORPORATION
SCHEDULE VI - CONSOLIDATED ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
Additions
Balance at Charged to Other Balance at
Beginning Costs and Retire- Changes end of
Classification of Period Expenses ments Add(Deduct) Period
Year ended
March 31, 2004:
Oil and gas
- full cost - - - - -
$ - $ - $ - $ - $ -
Year ended
March 31, 2003:
Oil and gas
- full cost - - - - -
$ - $ - $ - $ - $ -
Year ended
March 31, 2002:
Oil and gas
- full cost $ 72,466 $ - $ ( 72,466) $ - $ -
$ 72,466 $ - $ ( 72,466)$ - $ -
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
There are no receivables and therefore no allowance for doubtful
accounts.