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, 1998
[ ] 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
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No. 95-2573652
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
915 South Westminster Avenue, Alhambra, California 91803
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(Address of principal executive offices)
(626) 284-8842
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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,
1998 was 1,059,417.
PETROMINERALS CORPORATION
INDEX
Page
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PART I - FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets September 30, 1998 and
December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the three and nine months
months ended September 30, 1998 and 1997. . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997 . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .. . . . . . . . . . . . . . 8
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . 9
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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PETROMINERALS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value data)
(Unaudited)
ASSETS
September 30, December 31,
1998 1997
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Current Assets
Cash and cash equivalents . . . . . . . . $ 3,276 $ 235
Accounts receivable, net. . . . . . . . . 72 115
Inventories . . . . . . . . . . . . . . . - 50
Prepaid expenses. . . . . . . . . . . . . 32 7
Current portion of note receivable. . . . - 22
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Total Current Assets. . . . . . . . . . 3,380 429
Restricted Cash . . . . . . . . . . . . . . 25 40
Property and Equipment, net (including oil
and gas properties accounted for on the
successful efforts method). . . . . . . . 380 2,198
Notes Receivable and Other Assets . . . . . 498 445
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Total Assets. . . . . . . . . . . . . . $ 4,283 $ 3,112
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PETROMINERALS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value data)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1998 1997
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Current Liabilities
Accounts payable. . . . . . . . . . . . . . . . $ 194 $ 160
Current portion of long-term debt . . . . . . . - 8
Accrued liabilities . . . . . . . . . . . . . . 65 83
Royalties payable . . . . . . . . . . . . . . . 11 29
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Total Current Liabilities . . . . . . . . . . 270 280
Long-Term Debt, net of current portion. . . . . . - 3
Prepetition liabilities . . . . . . . . . . . . . 448 516
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Total Liabilities . . . . . . . . . . . . . . 718 799
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Stockholders' 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;
1,059,417 shares issued and outstanding at
September 30, 1998 and December 31, 1997,
respectively. . . . . . . . . . . . . . . . . 848 848
Capital in Excess of Par Value. . . . . . . . . . 563 563
Retained Earnings . . . . . . . . . . . . . . . . 2,154 902
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Total Stockholders' Equity. . . . . . . . . . 3,565 2,313
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Total Liabilities and Stockholders' Equity. . $ 4,283 $ 3,112
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See accompanying notes to consolidated financial statements.
PETROMINERALS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
For the Three Months For the Nine
Ended September 30,Months Ended
September30,1998
1998 1997 1998 1997
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REVENUES
Oilfield services . . . . . . . . . . . . . $ 12 $ 32 $ 67 $ 75
Oil and gas . . . . . . . . . . . . . . . . 44 243 178 832
Other income. . . . . . . . . . . . . . . . 46 124 155 197
------- ------ ------- ------
Total Revenues. . . . . . . . . . . . . . . . 102 399 400 1,104
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COSTS AND EXPENSES
Oilfield services . . . . . . . . . . . . . 30 52 112 131
Oil and gas . . . . . . . . . . . . . . . . 105 128 283 404
Depreciation, depletion and amortization. . 3 25 36 81
General and administrative. . . . . . . . . 122 115 392 345
Interest. . . . . . . . . . . . . . . . . . - 1 2 2
Other expense . . . . . . . . . . . . . . . 3 9 22 24
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Total Costs and Expenses. . . . . . . . . . . 263 330 847 987
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Net Income (Loss) from Operations . . . . . . (161) 69 (447) 117
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Gain on sale of fixed assets(2) . . . . . . . - - 1,685 -
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Net income (loss) . . . . . . . . . . . . . . $ (161) $ 69 $1,238 $ 117
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Net Income (Loss) Per Share . . . . . . . . . $(0.15) $ .07 $ 1.17 $ .11
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Weighted Average Common Shares Outstanding(1) $1,059 $1,059 $1,059 $1,059
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<FN>
1. Per share amounts at December 31, 1997 have been adjusted retroactively
for the effects of a one for eight reverse stock split on January 9, 1998.
See Note 3 - Stock Split.
2. The gain on sale of assets has been adjusted to account for
modifications to the value of assets sold in the previous quarter, and to the
net realizable
value of certain asset received. See Note 4 - Disposition of Assets.
See accompanying notes to consolidated financial statements.
PETROMINERALS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the Nine Months
Ended September 30,
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1998 1997
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Cash Flows from Operating Activities
Net income . . . . . . . . . . . . . . . . . . . . . $ 1,238 $ 117
Adjustments to reconcile net loss to net cash
provided from operating activities:
Depreciation, depletion and amortization . . . . 36 81
Gain on sale of fixed assets . . . . . . . . . . (1,685) -
Changes in operating working capital:
Accounts receivable. . . . . . . . . . . . . . 44 45
Prepaid. . . . . . . . . . . . . . . . . . . . (25) (25)
Inventory. . . . . . . . . . . . . . . . . . . 50 5
Other assets . . . . . . . . . . . . . . . . . (695) 20
Accounts payable . . . . . . . . . . . . . . . 712 (344)
Royalties payable. . . . . . . . . . . . . . . (18) (10)
Accrued liabilities. . . . . . . . . . . . . . (18) 20
Prepetition liabilities. . . . . . . . . . . . (68) (2)
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Net Cash Used by Operating Activities. . . . . . (429) (93)
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Cash Flows from Investing Activities
Proceeds from sale of assets . . . . . . . . . . . . 3,121 -
Capital expenditures . . . . . . . . . . . . . . . . (117) (227)
Note receivable. . . . . . . . . . . . . . . . . . . 462 (17)
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Net Cash Provided (Used) by Investing Activities 3,466 (244)
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Cash Flows from Financing Activities
Principal payment of debt. . . . . . . . . . . . . . (11) (2)
Long term debt borrowed. . . . . . . . . . . . . . . - -
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Net Cash Used by Financing Activities. . . . . . (11) (2)
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Net Increase (Decrease) in Cash and Cash Equivalents . 3,026 (339)
Cash and Cash Equivalents at beginning of period . . . 275 654
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Cash and Cash Equivalents at end of period . . . . . . $ 3,301 $ 315
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PETROMINERALS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 AND 1997
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
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The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
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 month period ended September 30, 1998 are not necessarily indicative of the
results to be expected for the full year.
The accompanying consolidated 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, 1997.
Certain reclassifications have been made to the 1997 financial statements to
conform to the presentation used in 1998.
NOTE 2 - PER SHARE COMPUTATIONS
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Per share computations are based upon the weighted average number of common
shares outstanding during each year. Common stock equivalents are not included
in the computations since their effect would be anti-dilutive.
NOTE 3 - STOCK SPLIT
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On January 9, 1998, the Company's shareholders approved a one for eight reverse
split of the Company's common stock. Under the terms of the reverse split, one
share of $0.80 par value common stock will be issued for eight shares of $0.10
par value common stock, effective as of January 25, 1998, for shareholders of
record on December 8, 1997. In addition, the Company's shareholders approved a
reduction in the number of authorized preferred stock from 5,000,000 shares to
2,900,000 shares.
NOTE 4- DISPOSITION OF ASSETS
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On February 4, 1998, the Company entered into a contract for the sale of
substantially all of the Company's oil and gas operating assets to an unrelated
entity. These operating assets include the Company's 140 acre real property
holding in Hasley Canyon, together with the oil and gas wells and leasehold
interests and related equipment. The sale was effective April 1, 1998. The
purchase price was $4,670,000 which included $3,739,000 in cash and a production
payment of $931,000, payable in installments in any month in which certain
postings for crude oil exceeds $13.50 per barrel. The monthly payment will be
equal to one-half of the difference between the posted price and $13.50,
multiplied by the barrels produced. There is no stated interest on the note.
Presently, the company has received no production payments under this provision.
NOTE 4- DISPOSITION OF ASSETS (Continued)
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In the third quarter of 1998, persistent declines in the price of oil triggered
management to reevaluate both the recorded value and net realizable value of the
$931,000 production payment given in the exchange. Management feels that only
approximately 40% of the stated value of the production payment will be realized
by the Company. Accordingly, the proceeds from the sale and the gain as
previously reported at June 30, 1998 have been reduced by $559,000 to reflect
management's revised valuation of the production payment receivable. The
previously reported gain has also been recalculated from June 30, 1998 to
re-capitalize certain assets previously disposed. Management retained interests
in some of its properties and has withdrawn capital expenditures incurred during
the sale from amounts previously considered as costs of the disposed assets.
Accordingly, fixed assets have been adjusted to include the value of these
capital expenditures.
ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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FINANCIAL CONDITION
As discussed in Note 4 to the Financial Statements, the Company has sold
substantially all of its oil and gas properties to an unrelated party. The
Company has retained interests in two small oil and gas properties. As a result
of the sale, the Company had a positive cash flow of approximately $3,026,000
for the nine months ended September 30, 1998, compared to a negative cash flow
of approximately $339,000 for the nine months ended September 30, 1997.
However, the Company had a negative cash flow from operations of approximately
$429,000 for the nine months ended September 30, 1998. The current period
negative cash flow is the result of a significant decline in production and
sales due to the sale of the substantially all of the Company's oil and gas
properties, coupled with continuing depressed oil prices. The negative cash
flow at September 30, 1997 was the result of the Company paying off the accrued
liabilities associated with the 96-1 turnkey drilling program. The Company
expects to have positive cash flows from the earnings on its cash and cash
equivalents and from the retained oil and gas operations during the subsequent
quarters of 1998.
Nine months ended September 30, 1998 as compared with the nine months ended
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September 30, 1997.
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The Company sold substantially all of its oil and gas properties in the middle
of the second quarter of 1998. Accordingly, results of continuing operations
for the period ended September 30,1998 is not comparable to the same period in
1997.
BUSINESS REVIEW
Oil and Gas Segment
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As noted in the 10-KSB for the year ended December 31, 1997, the Company entered
into a contract to sell their oil and gas producing properties to an unrelated
entity. The sale was completed in May, 1998 with an effective date of April 1,
1998. As a part of the amended sale agreement, the Company agreed to retain a
small portion of the field and made repairs to the facilities in order to
prepare the property for the sale. The Company continues to earn marginal
revenues from the retained interests in certain oil and gas properties and
interest income.
Oilfield Services Segment
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The Company continues to operate its wholly owned subsidiary Hydro-Test
International, Inc. (HTI) with existing equipment at the remaining facility near
Waller, Texas. There are no current or future plans to expand these operations.
Oilfield service revenues from HTI's operations decreased by approximately
$7,700 during the first nine months of 1998, as compared to the same period in
1997. However, oilfield service expenses also decreased by approximately
$19,000 during the same period. This resulted in a loss of approximately
$50,000 for the nine months ended September 30, 1998, as compared to a loss of
approximately $117,000 for the same period in 1997. It is difficult to
determine if these losses will continue.
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, 1997.
ITEM 2. CHANGES IN SECURITIES
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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
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(a) Exhibits - None.
(b) Reports on Form 8-K - A statement on the proposed sale of the oilfield
properties was filed on February 4, 1998 on Form 8-K.
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/ Paul L. Howard
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Paul L. Howard
President, CEO &
Chief Financial Officer