UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934
For the transition period from _____________ to _____________.
Commission File No. 1-6336
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Petrominerals Corporation
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(Exact name of registrant as specified in its charter)
Delaware 95-2573652
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
970 Calle Negocio, San Clemente, California 92673
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(Address of principal executive offices)
(949) 366-3888
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(Registrant's telephone number, including area code)
Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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.
[ ] [X]
No Yes
The number of shares of Registrant's common stock outstanding at June 30, 2003
was 1,059,404.
PETROMINERALS CORPORATION
INDEX
Page
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at June 30, 2003 and December 31, 2002...................... F-3
Statements of Operations................................................... F-4
Statements of Cash Flows................................................... F-5
Notes to Financial Statements.............................................. F-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 7
Item 3. Disclosure Controls and Procedure................................... 8
PART II - OTHER INFORMATION.................................................. 9
SIGNATURES................................................................... 10
2
PETROMINERALS CORPORATION
BALANCE SHEETS
(Dollars in thousands, except par value amounts)
- --------------------------------------------------------------------------------------------------
ASSETS
JUNE 30, 2003 DECEMBER 31,
(UNAUDITED) 2002
------------- ------------
Current Assets
Cash and cash equivalents $ 745 $ 429
Accounts receivable 34 33
Note receivable 35 100
Prepaid expenses 33 61
-------- --------
Total current assets 847 623
Restricted cash 25 25
Property and Equipment, net (including oil and gas properties
accounted for on the successful efforts method) -- 131
Deposits 83 139
-------- --------
Total assets $ 955 $ 918
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 241 $ 231
Accrued liabilities 322 409
-------- --------
Total current liabilities 563 640
Shareholders' equity
Preferred stock:
$.10 par value, 5,000,000 shares authorized;
no shares issued and outstanding
Common stock:
$.80 par value, 25,000,000 shares authorized; 1,059,404
shares issued and outstanding at June 30, 2003 (unaudited) and
December 31, 2002, respectively 848 848
Capital in excess of par value 563 563
Accumulated deficit (1,019) (1,133)
-------- --------
Total shareholders' equity 392 278
-------- --------
Total liabilities and shareholders' equity $ 955 $ 918
======== ========
See accompanying notes to financial statements
F-3
PETROMINERALS CORPORATION
STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
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FOR THE THREE MONTHS ENDED JUNE 30, FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------- ---------------------------------
2003 2002 2003 2002
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- -----------
Revenues:
Oil and gas $ 50 $ 10 $ 92 $ 10
Other income 53 247 150 463
Insurance recoveries 275 -- 275 --
-------- -------- -------- --------
Total revenues 378 257 517 473
-------- -------- -------- --------
Costs and expenses:
Oil and gas 115 35 174 76
Depreciation, depletion and amortization -- 1 -- 2
General and administrative 104 226 221 336
Impairment loss -- 200 -- 200
Loss on sale of property (Note 2) 8 -- 8 --
Other expense -- -- -- 1
-------- -------- -------- --------
Total costs and expenses 227 462 403 615
-------- -------- -------- --------
Net income (loss) $ 151 $ (205) $ 114 $ (142)
======== ======== ======== ========
Net income (loss) per share $ 0.14 $ (0.18) $ 0.10 $ (0.12)
======== ======== ======== ========
Weighted average common shares outstanding 1,059 1,159 1,059 1,159
======== ======== ======== ========
See accompanying notes to financial statements
F-4
PETROMINERALS CORPORATION
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
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FOR THE SIX MONTHS ENDED JUNE 30,
---------------------------------
2003 2002
(UNAUDITED) (UNAUDITED)
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 114 $ (142)
Adjustment to reconcile net income (loss) to net cash
used by operating activities:
Depreciation, depletion and amortization -- 2
Impairment loss -- 200
Loss on sale of property 8 --
Changes in operating assets and liabilities:
Increase in accounts receivable (1) (339)
Decrease in prepaid expenses 28 8
Decrease in other assets 56 --
Decrease in accounts payable 10 52
Increase in accrued liabilities (87) (2)
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Net cash provided (used) by operating activities 128 (221)
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Cash flows from investing activities:
Notes receivable 65 --
Proceeds from sale of property 123 --
Capital expenditures -- (2)
-------- --------
Net cash provided (used) by investing activities 188 (2)
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Net increase (decrease) in cash and cash equivalents 316 (223)
Cash and cash equivalents at beginning of period 429 1,478
-------- --------
Cash and cash equivalents at end of period $ 745 $ 1,255
======== ========
See accompanying notes to financial statements
F-5
PETROMINERALS CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Unaudited)
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(Dollars in Thousands)
1 - BASIS FOR PRESENTATION
- --------------------------
The financial information included herein is unaudited, however, such
information reflects all adjustments (consisting solely of normal occurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods. The results of operations for
the six months ended June 30, 2003 are not necessarily indicative of the
results to be expected for the full year.
The accompanying financial statements do not include footnotes and certain
financial presentations normally required under generally accepted
accounting principles; and, therefore, should be read in conjunction with
the Company's Annual Report on Form 10-KSB for the year ended December 31,
2002.
2 - SALE OF WYOMING PROPERTY
- ----------------------------
In May of 2003, the Company sold its twenty-five percent interest in the
Wyoming gas field for $123. The Company charged $8 to loss on the sale of
property.
F-6
ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION
- -------------------
As discussed in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002, the Company had sold substantially all of its oil and gas
properties in 1998 to an unrelated party. The Company did retain an interest in
two small oil properties and subsequently completed an acquisition of a 25%
interest in a Wyoming gas field. In addition, As a result of the decrease in
California operations and an expected reimbursement due to an insurance claim,
net cash flow decreased from a negative cash flow of approximately $316 for the
first three months of 2002 to a negative cash flow of approximately $(223) for
the same period in 2003. The current low level of cash flow is mainly resulting
from normal general and administrative costs while the Company continues to
review acquisition and merger opportunities.
The Company continues to seek new business opportunities; however due to the
prolonged depletion of cash resources, future plugging obligation, payments to
EPA and the possibility of an unfavorable judgment against the Company,
prospects for consummating a new business transaction are limited. Interested
parties should be aware that unless a new business opportunity can be
implemented, the Company prospects are doubtful.
Six months ended June 30, 2003 as compared with the six months ended
- --------------------------------------------------------------------
June 30, 2002.
- ---------------
The Company recorded oil sales for the 1st half of 2003 of $50,000 and Company
total revenues of $517,000 for the six months ended June 30, 2003 versus
$473,000 for the same period in 2002. Operating expenses were $403,000 for the
six months ended June 30, 2003 versus $615,000 for the same period in 2002.
General and administrative expenses decreased to $221,000 for the six months
ended June 30, 2003 versus $336,000 for the same period in 2002. As a result,
the Company realized net income of $114,000 for the six months ended June 30,
2003 versus a net loss of $142,000 for the same period in 2002.
BUSINESS REVIEW
- ---------------
Oil and Gas Segment
- -------------------
As discussed in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002, the Company had sold substantially all of its oil and gas
properties in 1998 to an unrelated party. In 1999, the Company initiated a
process to use the proceeds to either purchase additional oil and gas producing
assets or merge with another company. As a result of this process the Company
completed the acquisition of a 25% interest in the Smith Ranch natural gas field
located in southwest Wyoming for approximately $102,000 in cash in September
1999. The Company continues to seek new business opportunities; however due to
the prolonged depletion of cash resources, future plugging obligation, payments
to EPA and the possibility of an unfavorable judgment against the Company,
prospects for consummating a new business transaction are limited. Interested
parties should be aware that unless a new business opportunity can be
implemented, the Company prospects are doubtful.
7
Wyoming Venture
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In 1999 the Company acquired a 25% working interest in natural gas properties
and prospects on approximately 6,000 acres in Sweetwater and Carbon counties,
Wyoming. The property included a limited amount of conventional gas production
and an extensive coal bed methane gas prospect. As a part of the consideration
for the purchase, the Company participated in the cost of drilling two wells.
Efforts to increase the production of conventional gas have been disappointing.
Test work in the coal beds indicates the presence of substantial gas reserves
but the Company and its partners concluded that they did not have the financial
resources to develop these reserves and the property was offered for sale.
Management has received $127,068 as its share of the proceeds of a sale in May
2003.
Santa Clarita Area
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As a result of the 1998 sale, the Company retained a 53% working interest in the
Castaic Hills Unit, a 100% working interest in a nearby oil well and an 83.3%
working interest in 2 non-producing oil wells in the nearby Hasley Canyon field.
The Hasley Canyon wells are being abandoned and current net production from the
11 active wells on these leases is approximately 24 barrels per day (bopd). With
oil prices at historically high levels, the operator has initiated a program of
returning wells to production and enhancement of the water disposal activities.
Production Payment
- ------------------
As additional consideration for the 1998 sale of its producing properties,
Company retained a production payment in the amount of $931,000. Company
receives payments from the buyer in any month the posted price for the oil
produced exceeds $13.50 per barrel. As of March 31, 2003 cumulative production
payments to the Company totaled $845,216.
ITEM 3 - DISCLOSURE CONTROLS AND PROCEDURES
- -------------------------------------------
As of June 30, 2003, an evaluation was performed under the supervision and with
the participation of our management, including the CEO/CFO, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
that evaluation, our management, including the CEO/CFO, concluded that our
disclosure controls and procedures were effective as of June 30, 2003. There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to June 30, 2003.
8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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The Company is not a party to nor is its property the subject of any material
legal proceedings other than ordinary routine litigation incidental to its
business, or which is covered by insurance, except as previously disclosed in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002.
ITEM 2. CHANGES IN SECURITIES
---------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
ITEM 5. OTHER INFORMATION
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None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibits - Exhibits 99.1 (Certification of Chief Financial Officer and
Chief Executive Officer)
9
SIGNATURES
Pursuant to the requirement 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.
PETROMINERALS CORPORATION
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(Registrant)
/s/ Everett L. Hodges
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Everett L. Hodges
President, CEO & Chief Financial Officer
10