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 September 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
Petrominerals Corporation
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(Exact name of registrant as specified in its charter)
Delaware 95-2573652
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(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 September 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 September 30, 2003 and December 31, 2002........ F-2
Statements of Operations.......................................... F-3
Statements of Cash Flows.......................................... F-4
Notes to Financial Statements..................................... F-5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 2
Item 3. Disclosure Controls and Procedure................................. 4
PART II - OTHER INFORMATION................................................ 4
SIGNATURES................................................................. 5
PETROMINERALS CORPORATION
BALANCE SHEETS
(Dollars in thousands, except par value amounts)
- ------------------------------------------------------------------------------------------------------
ASSETS
SEPTEMBER 30,
2003 DECEMBER 31,
(UNAUDITED) 2002
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Current Assets
Cash and cash equivalents $ 707 $ 429
Accounts receivable 19 33
Note receivable 35 100
Prepaid expenses 16 61
Advance for acquisition (Note 3) 200 --
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Total current assets 977 623
Restricted cash 25 25
Property and Equipment, net (including oil and gas properties
accounted for on the successful efforts method) -- 131
Deposits 79 139
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Total assets $ 1,081 $ 918
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 206 $ 231
Accrued liabilities 325 409
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Total current liabilities 531 640
Shareholders' equity
Preferred stock:
$.10 par value, 2,900,000 shares authorized;
no shares issued and outstanding -- --
Common stock:
$.80 par value, 20,000,000 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 (861) (1,133)
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Total shareholders' equity 550 278
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Total liabilities and shareholders' equity $ 1,081 $ 918
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See accompanying notes to financial statements
F-2
PETROMINERALS CORPORATION
STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
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FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------- --------------------------------
2003 2002 2003 2002
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
-------------- -------------- -------------- --------------
Revenues:
Oil and gas $ 53 $ 175 $ 145 $ 185
Other income 39 82 189 347
Insurance recoveries 237 -- 512 --
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Total revenues 329 257 846 532
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Costs and expenses:
Oil and gas 51 240 225 316
Depreciation, depletion and amortization -- -- -- 2
General and administrative 117 71 338 210
Impairment loss -- 100 -- 300
Loss on sale of property (Note 2) -- -- 8 --
Other expense 3 -- 3 --
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Total costs and expenses 171 411 574 828
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Net income (loss) $ 158 $ (154) $ 272 $ (296)
============== ============== ============== ==============
Net income (loss) per share $ 0.15 $ (0.15) $ 0.26 $ (0.28)
============== ============== ============== ==============
Weighted average common shares outstanding 1,059 1,059 1,059 1,059
============== ============== ============== ==============
See accompanying notes to financial statements
F-3
PETROMINERALS CORPORATION
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
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FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------------
2003 2002
(UNAUDITED) (UNAUDITED)
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Cash flows from operating activities:
Net income (loss) $ 272 $ (296)
Adjustment to reconcile net income (loss) to net cash
used by operating activities:
Depreciation, depletion and amortization -- 2
Impairment loss -- 300
Loss on sale of property 8 --
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 14 (783)
Decrease in prepaid expenses 45 19
(Increase) decrease in other assets 60 (6)
(Decrease) in royalties payable -- (11)
Increase (decrease) in accounts payable (25) 397
(Decrease) in accrued liabilities (84) (326)
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Net cash provided (used) by operating activities 290 (704)
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Cash flows from investing activities:
Notes receivable 65 --
Proceeds from sale of property 123 3
Advance for acquisition (200) --
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Net cash provided (used) by investing activities (12) 3
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Net increase (decrease) in cash and cash equivalents 278 (701)
Cash and cash equivalents at beginning of period 429 1,478
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Cash and cash equivalents at end of period $ 707 $ 777
============== ==============
See accompanying notes to financial statements
F-4
PETROMINERALS CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
- --------------------------------------------------------------------------------
(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 nine months ended September 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-5
ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION
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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 increased from a negative net income of approximately ($296,000)
for the first nine months of 2002 to a positive net income of approximately
$272,000 for the same period in 2003.
The Company is acquiring a 50% interest in an oil and gas lease in Monterey
County, California including two producing wells and one non-producing wells
with supporting facilities for its operation and has used $200,000.00 of its
remaining cash for the acquisition.
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 the Company's new
business acquisition is successful, the Company prospects are doubtful.
Nine months ended September 30, 2003 as compared with the nine months ended
- ---------------------------------------------------------------------------
September 30, 2002.
- -------------------
The Company recorded oil sales for the first nine months of 2003 of $145,000.
and Company total revenues of $846,000 for the nine months ended September 30,
2003 versus $532,000 for the same period in 2002. Operating expenses were
$574,000 for the nine months ended September 30, 2003 versus $828,000 for the
same period in 2002. General and administrative expenses increased to $338,000
for the six months ended September 30, 2003 versus $210,000 for the same period
in 2002. As a result, the Company realized net income of $272,000 for the nine
months ended September 30, 2003 versus a net loss of ($296,000) for the same
period in 2002.
BUSINESS REVIEW
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Oil and Gas Operations
- ----------------------
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 and effective August 30, 2003 is acquiring a fifty (50%) percent interest
in a producing oil lease in Monterey County, California for $200,000 in cash.
The Company continues to seek new business opportunities; however due to the
prolonged depletion of cash resources, future plugging obligation, payments to
the EPA and the possibility of an unfavorable judgment against the Company,
prospects for consummating a new business transaction are limited.
2
Wyoming Venture
- ---------------
In 1999 the Company acquired a 25% working interest in natural gas properties
and prospects 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 were disappointing. Test work in the coal beds
indicated 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
- ------------------
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.
Monterey County
- ---------------
On October 30, 2003, the Board of Directors approved a Company acquisition
involving a 50% interest in a certain oil and gas lease property located between
King City and Soledad in Monterey County, California, together with three oil
wells (two producing and one non-producing), well equipment, tank farm and
related facilities. The current production averages 25 barrels of oil per day.
The due diligence report from the Company's consulting petroleum engineer
advises that by a volumetric calculation there are 1,640,000 barrels of
recoverable oil in place with the recommendation of a three well drilling
program to increase production. The wells were drilled by Phillips Petroleum
Company on a minimum cost basis and management believes that new drilling and
different completion techniques will result in substantially increased
production. Management believes that this acquisition is a major leap forward in
its continued program of restoring the Company to its former position as an
independent oil producing and operating company. The Board of Directors, with
Mr. Hodges abstaining because of conflicts, approved the acquisition and the
Board instructed management to initiate a drilling program before the end of
2003.
This acquisition involves a related party transaction as the opportunity was
presented by the Company's president, Everett L. Hodges, as initiating with
California Oil Independents, a California corporation that is owned and
controlled by him. Mr. Hodges also owns a 2 1/3% overriding royalty from
production on the property that he obtained from Phillips Petroleum Company in
1990.
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 September 30, 2003 cumulative
production payments to the Company totaled $931,000
3
ITEM 3 - DISCLOSURE CONTROLS AND PROCEDURES
----------------------------------
As of September 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
September 30, 2003. There have been no significant changes in our internal
controls or in other factors that could significantly affect internal controls
subsequent to September 30, 2003.
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.
Progress regarding the Sole Energy Company litigation against the Company (as
one of several defendants) as reported in the Annual Report is awaiting decision
in the Appellate Court in Cases Nos. G030091, G031282, G031877, G032002,
G032102, and G032255 all consolidated in the Fourth Appellate District, Division
Three. Management believes that the decisions on the appeals will support the
position of management. The Company's Trial Counsel has introduced his appellate
brief with the following introductory paragraph and which is set forth below for
it will be helpful in describing managements position regarding the litigation.
" Plaintiff's case is much ado about nothing. Their claims are unsupported by
law or evidence.
But there has been much ado about them. Summary judgment was granted (to
Petrominerals
Corporation ), then taken away; Plaintiffs were added; a complaint sans damages
was filed; an over $27,000,000 default judgment was entered, then taken away,
then reinstated (nearly killing the key defense witness); and then a trial was
finally held. With the key defense witness on death's door and unavailable to
testify, Plaintiffs morphed the non-binding letter of intent during trial into a
binding oral contract based on a 20 minute telephone call with the unavailable
witness. The jury returned a multi-million dollar verdict for Plaintiffs.
Post-trial motions were filed, resulting in a defense judgment NOV against two
Plaintiffs (representing 97..98% of the verdict) and an order granting a new
trial. Appeals followed. But the trial court was not done. Without motion,
jurisdiction, or basis in law or fact, it SUA SPONTE entered an inconsistent
judgment against one Defendant, leading to further writs and appeals.
But, after all this..., Plaintiffs' case is still about nothing."
ITEM 2. POSSIBLE EPA CONCERN:
---------------------
Company counsel has been informed by a representative of the EPA that a possible
"de minimus" claim might be the subject of further action on the Operating
Industries Inc. super fund site in Monterey Park, California. It is as yet not
identifiable nor quantifiable nor is it certain that our Company is the one in
question as we have previously settled all claims on the OII site. However,
Company agreed to sign a tolling agreement so that the EPA and Company can
review the questionable dumping tickets to determine whether Petrominerals
Corporation is involved.
4
ITEM 2. CHANGES IN SECURITIES
---------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
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)
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
- ---------------------
Everett L. Hodges
President, CEO & Chief Financial Officer
5