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FORM 10-Q. QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the period ended March 31, 2004
or -------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to
Commission File Number: 100 ------------ ------------
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CROFF ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Utah 87-0233535
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
621 17th St., Suite 830, Denver, Colorado 80293
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(Address of principal executive offices) (Zip Code)
(303) 383-1555
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal
year, if changed since last report.)
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 has required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
X Yes No
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Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
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There were 566,900 shares of common stock outstanding on May 6, 2004,
exclusive of 53,243 common shares held in treasury stock.
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INDEX
INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q) TO THE
SECURITIES AND EXCHANGE COMMISSION FOR THE THREE MONTHS ENDED MARCH 31, 2004
(UNAUDITED).
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Page Number
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PART I. UNAUDITED FINANCIAL INFORMATION
Item 1. Unaudited financial statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Controls and Procedures 11
PART II. OTHER INFORMATION 11
Item 5 Other Information 11
Item 6 Exhibits and reports on Form 8-K 11
Signatures 12
Certifications 13
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Forward-Looking Statements
Certain information included in this report, other materials filed or to
be filed by the Company with the Securities and Exchange Commission ("SEC"), as
well as information included in oral statements or other written statements made
or to be made by the Company contain or incorporate by reference certain
statements (other than statements of historical or present fact) that constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements, other than statements of historical or present facts, that
address activities, events, outcomes or developments that the Company plans,
expects, believes, assumes, budgets, predicts, forecasts, estimates, projects,
intends or anticipates (and other similar expressions) will or may occur in the
future are forward-looking statements. These forward-looking statements are
based on management's current belief, based on currently available information,
as to the outcome and timing of future events. When considering forward-looking
statements, you should keep in mind the cautionary statements in this Form 10-Q
and the Company's Annual Report on Form 10-K for the year ended December 31,
2003. Such forward-looking statements appear in a number of places and include
statements with respect to, among other things, such matters as: future capital,
development and exploration expenditures (including the amount and nature
thereof), drilling, deepening or refracing of wells, oil and gas reserve
estimates (including estimates of future net revenues associated with such
reserves and the present value of such future net revenues), estimates of future
production of oil and natural gas, business strategies, expansion and growth of
the Company's operations, cash flow and anticipated liquidity, grassroots
prospects and development and property acquisitions, obtaining financial or
industry partners for prospect or program development, or marketing of oil and
natural gas. We caution you that these forward-looking statements are subject
to risks and uncertainties. These risks include but are not limited to:
general economic conditions, the Company's ability to finance acquisitions and
drilling, the market price of oil and natural gas, the risks associated with
exploration, the Company's ability to find, acquire, market, develop and
produce new properties, operating hazards attendant to the oil and gas
business, uncertainties in the estimation of proved reserves and in the
projection of future rates of production and timing of development
expenditures, the strength and financial resources of the Company's competitors,
the Company's ability to find and retain skilled personnel, climatic conditions,
labor relations, availability and cost of material and equipment, environmental
risks, the results of financing efforts, regulatory developments and the other
risks described in the Company's Annual Report on Form 10-K for the year ended
December 31, 2003.
Reserve engineering is a subjective process of estimating underground
accumulations of oil and natural gas that cannot be measured in an exact way.
The accuracy of any reserve estimate depends on the quality of available data
and the interpretation of that data by geological engineers. In addition, the
results of drilling, testing and production activities may justify revisions
of estimates that were made previously. If significant, these revisions could
change the schedule of any further production and/or development drilling.
Accordingly, reserve estimates are generally different from the quantities of
oil and natural gas that are ultimately recovered.
Should one or more of the risks or uncertainties described above or
elsewhere in this Form 10-Q or presented in the Company's Annual Report
on Form 10-K for the year ended December 31, 2003 occur, or should underlying
assumptions prove incorrect, our actual results and plans could differ
materially from those expressed in any forward-looking statements. We
specifically disclaim all responsibility to publicly update any information
contained in a forward-looking statement or any forward-looking statement in
its entirety and therefore disclaim any resulting liability for potentially
related damages.
All forward-looking statements attributable to us are expressly qualified
in their entirety by this cautionary statement.
PART I. UNAUDITED FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
The financial statements included herein have been prepared in conformity
with generally accepted accounting principles. The statements are unaudited but
reflect all adjustments, which, in the opinion of management, are necessary to
fairly present the Company's financial position and results of operations. All
such adjustments are of a normal recurring nature.
CROFF ENTERPRISES, INC.
BALANCE SHEETS
(Unaudited)
December 31, March 31,
2003 2004
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ASSETS
Current assets:
Cash and cash equivalents $ 154,490 $ 230,015
Investments
Marketable equity securities, available for sale 48,470 -
Mutual funds 77,429 -
Natural gas "put" contracts, at fair value 7,660 -
Accounts receivable 80,531 106,015
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368,580 336,030
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Oil and gas properties, at cost,
successful efforts method 985,565 1,053,380
Accumulated depletion and depreciation (455,924) (466,424)
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529,641 586,956
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Total assets $ 898,221 $ 922,986
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,383 $ 25,523
Accrued liabilities 10,726 14,808
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32,109 40,331
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Stockholders' equity:
Class A Preferred stock, no par value
5,000,000 shares authorized, none issued - -
Class B Preferred stock, no par value; 1,000,000
shares authorized, 540,659 shares
issued and outstanding 559,295 578,769
Common stock, $.10 par value; 20,000,000 shares
authorized, 620,143 shares issued
and outstanding 62,014 62,014
Capital in excess of par value 369,761 350,287
Treasury stock, at cost, 53,243 shares
issued and outstanding (83,151) (83,151)
Accumulated other comprehensive loss (41,210) -
Accumulated deficit (597) (25,264)
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866,112 882,655
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Total liabilities and stockholders' equity $ 898,221 $ 922,986
========== ==========
See accompanying notes to unaudited condensed financial statements.
4
CROFF ENTERPRISES, INC.
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2003 and 2004
(Unaudited)
2003 2004
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Revenues
Oil and gas sales $ 103,108 $ 131,074
Loss on natural gas "put" contracts (5,031) (7,599)
Loss on sale of marketable equity
securities - (38,166)
Other income 2,223 492
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100,300 85,801
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Expenses
Lease operating expense including
production taxes 29,735 35,830
Proposed drilling fund 6,392 6,375
General and administrative 35,122 38,883
Overhead expense, related party 6,000 12,000
Depletion and depreciation 10,000 10,500
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87,249 103,588
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Pretax income (loss) 13,051 (17,787)
Provision for income taxes 2,000 6,880
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Net income (loss) 11,051 (24,667)
Net income applicable to
preferred B shares 10,376 19,474
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Net income applicable to
common shares $ 675 $ (44,141)
========== ==========
Basic and diluted net income
(loss) per common share $ * $ (0.08)
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Weighted average common shares outstanding 566,900 566,900
========== ==========
* less than $0.01 per common share
See accompanying notes to unaudited condensed financial statements.
5
CROFF ENTERPRISES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the year ended December 31, 2003 and
the three month period ened March 31, 2004
(Unaudited)
Accumulated
Preferred B stock Common stock Capital in other
------------------ ------------------ excess of Treasury comprehensive Accumulated
Shares Amount Shares Amount par value stock loss deficit
-------- -------- -------- -------- ---------- -------- ------------- -----------
Balance at December 31, 2002 540,659 $470,910 629,143 $ 62,914 $ 456,246 $(83,151) $ (83,151) $ (94,706)
Net unrealized gain on marketable
equity securities - - - - - - 23,995 -
Net income for the year ended
December 31, 2003 - - - - - - - 94,109
Common stock issued for services - - 1,000 100 900 - - -
Cancellation of treasury stock - - (10,000) (1,000) 1,000 - - -
Preferred stock reallocation - 88,385 - - (88,385) - - -
-------- -------- -------- -------- ---------- -------- ------------- -----------
Balance at December 31, 2003 540,659 $559,295 620,143 $ 62,014 $ 369,761 $(83,151) $ (41,210) $ (597)
-------- -------- -------- -------- ---------- -------- ------------- -----------
Net realized loss on marketable
equity securities - - - - - - 41,210 -
Net loss for the three months
ended March 31, 2004 - - - - - - - (24,667)
Preferred stock reallocation - 19,474 - - (19,474) - - -
-------- -------- -------- -------- ---------- -------- ------------- -----------
Balance at March 31, 2004 540,659 $578,769 620,143 $ 62,014 $ 350,287 $(83,151) $ - $ (25,264)
======== ======== ======== ======== ========== ======== ============= ===========
See accompanying notes to unaudited condensed financial statements.
6
CROFF ENTERPRISES, INC.
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2003 and 2004
(Unaudited)
2003 2004
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Cash flows from operating activities:
Net income (loss) $ 11,051 (24,667)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depletion and depreciation 10,000 10,500
Realized loss on marketable
equity securities - 38,166
Loss on natural gas "put" contracts 5,031 7,599
Changes in operating assets and
liabilities:
Accounts receivable (17,451) (25,484)
Accrued interest on notes receivable (307) -
Accounts payable 27,330 4,140
Accrued liabilities 5,052 4,082
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Net cash provided by operating
activities 40,706 14,336
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Cash flows from investing activities:
Purchase of natural gas contracts (58,041) -
Proceeds from sale of natural gas contracts - 61
Acquistion of property leases and improvements (10,000) (67,815)
Proceeds from sale of marketable equity
securities - 51,514
Proceeds from sale of mutual fund - 77,429
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Net cash provided by (used in) investing activities (68,041) 61,189
---------- ----------
Cash flows from financing activities:
Payment on note receivable from a director 5,600 -
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Net Cash provided by financing activities 5,600 -
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Net increase (decrease) in cash and
cash equivalents (21,735) 75,525
Cash and cash equivalents
at beginning of period 316,473 154,490
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Cash and cash equivalents
at end of period $ 294,738 $ 230,015
========== ==========
Supplemental disclosure of non-cash investing and financing activities:
During the three month period ended March 31, 2003, the Company had
unrealized gains on available for sale securities in the amount of $6,870.
During the three month period ended March 31, 2003, the Company had net
unrealized losses on natural gas contracts of $5,031.
See accompanying notes to unaudited condensed financial statements.
7
CROFF ENTERPRISES, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Basis of preparation
The condensed financial statements for the three month periods ended
March 31, 2003 and 2004 in this report have been prepared by the Company
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission and reflect, in the opinion of the management, all
adjustments necessary to present fairly the results of the operations of the
interim periods presented herein. Certain information in footnote disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been omitted pursuant to such rules and regulations, although the Company
believes the disclosures presented herein are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2003, which report has been filed with the Securities and Exchange
Commission, and is available from the Company or at www.croff.com.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
Croff Enterprises, Inc. ("Croff" or the "Company") was incorporated in
Utah in 1907. Croff is an independent energy company engaged in the business
of oil and natural gas exploration and production, primarily through the
acquisition of producing oil and natural gas leases as well as the ownership of
perpetual mineral interests. Other companies operate almost all of the wells
from which Croff receives revenues and Croff has no control over the factors
which determine royalty or working interest revenues, such as markets, prices
and rates of production. Today, Croff participates as a working interest owner
in approximately 50 wells or units of several wells. Croff also holds small
royalty interests in approximately 200 wells.
Croff's business strategy is focused on targeting opportunities that are
of lower risk with the potential for stable cash flow and long asset life
while seeking to keep operating costs low. The Company has no short-term or
long-term debt outstanding. The Company over the last four years acquired
three wells in Michigan, one well in Montana, six wells in Oklahoma and eight
wells in Texas. The Company continues to actively search for oil and natural
gas properties that may fit into our overall business strategy.
Currently, the Company has been preparing the framework for a proposed
drilling program to develop an oil and natural gas producing trend in the
Wilcox sand and Edwards limestone in south Texas, titled the "2004 Yorktown
Re-entry Program". The 2004 Yorktown Re-entry Program currently contains
eleven re-entry prospects on 1,100 leased acres. The successful development
of these assets will, among other things, require the Company to raise several
million dollars or to contract with a joint-venture partner(s) with the
financial resources to complete this program. The Company has no financing or
joint-venture commitments at this time and there is no assurance of any such
commitments being obtained.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and
results of operation are based upon financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the year. The Company analyzes its estimates,
including those related to oil and gas revenues, oil and gas properties,
marketable securities, income taxes and contingencies. The Company bases its
estimates on historical experience and various other assumptions that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions. The Company
believes the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its financial statements and
the uncertainties that it could impact results of operations, financial
condition and cash flows. The Company accounts for its oil and gas properties
under the successful efforts method of accounting. Depletion, depreciation and
amortization of oil and gas properties and the periodic assessments for
impairment are based on underlying oil and gas reserve estimates and future
cash flows using then current oil and gas prices combined with operating and
capital development costs. There are numerous uncertainties inherent in
estimating quantities of proved oil and gas reserves and in projecting future
rates of production and timing of development expenditures. The Company has
designated its marketable equity securities as "securities available for sale".
The Company follows SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended, which establishes accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or liability measured at its fair value. It also
requires that changes in the derivatives' fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. Historically,
oil and gas prices have experienced significant fluctuations and have been
particularly volatile in recent years. Price fluctuations can result from
variations in weather, levels of regional or national production and demand,
availability of transportation capacity to other regions of the country and
various other factors. Increases or decreases in oil and gas prices received
could have a significant impact on future results.
Liquidity and Capital Resources
At March 31, 2004, the Company had assets of $922,986 and current assets
totaled $336,030 compared to current liabilities of $40,331. Working capital
at March 31, 2004 totaled $295,699, a decrease of 12% compared to $336,471 at
December 31, 2003. The Company had a current ratio at March 31, 2004 of
approximately 8:1. During the first quarter of 2004, the Company sold its
portfolio of marketable equity securities and mutual fund for a net realized
loss of $38,166. In addition, the Company sold its remaining natural gas "put"
contracts during the first quarter of 2004 for a realized loss of $7,599.
During the three month period ended March 31, 2004, net cash provided by
operations totaled $14,336, as compared to $40,706 for the same period in 2003.
The Company's cash flow from operations is highly dependent on oil and gas
prices. The Company had no short-term or long-term debt outstanding at
March 31, 2004.
At March 31, 2004, there were no significant commitments for capital
expenditures. Capital expenditures for first quarter of 2004, totaled $67,815.
The Company acquired or extended mineral leases with re-entry wells in DeWitt
County, Texas for $33,488 and spent $34,327 for pipe and other tangible costs
related to this 2004 Yorktown Re-Entry Program. As of March 31, 2004, the
Company has capitalized $215,550 related to this 2004 Yorktown Re-Entry
Program. The successful development of these assets will, among other things,
require the Company to raise several million dollars or to contract with a
joint-venture partner(s) with the financial resources to complete this program.
The Company has no financing or joint-venture commitments at this time and
there is no assurance of any such commitments being obtained.
The Company's plans for ongoing development, acquisition and exploration
expenditures, and possible equity repurchases over and beyond the Company's
operating cash flows will depend entirely on the Company's ability to secure
acceptable financing. Bank borrowings may be utilized to finance the
Company's 2004 capital budget as well as possible joint ventures or future
public or private offerings of debt or the Company's equity securities. In
addition, the Company will utilize its internal operating cash flows, however,
future cash flows are subject to a number of variables, including the level of
production and oil and natural gas prices, and there can be no assurance that
operations and other capital resources will provide cash in sufficient amounts
to maintain planned levels of capital expenditures or that increased capital
expenditures will not be undertaken.
The Company believes that borrowings from financial institutions,
projected operating cash flows and the cash on hand will be sufficient to
cover its working capital requirements for the next 12 months. In connection
with consummating any significant acquisition or funding an exploratory or
development drilling program, additional debt or equity financing will be
required, which may or may not be available on terms that are acceptable to
the Company.
While certain costs are affected by the general level of inflation,
factors unique to the oil and natural gas industry result in independent price
fluctuations. Over the past five years, significant fluctuations have occurred
in oil and natural gas prices. Although it is particularly difficult to
estimate future prices of oil and natural gas, price fluctuations have had,
and will continue to have, a material effect on the Company. Overall, it is
management's belief that inflation, especially in commodity prices, is
generally favorable to the Company since the Company does not have
significant operating expenses.
Results of Operations
Three months ended March 31, 2004 compared to three months ended March 31,
2003.
Revenues for the first quarter of 2004 totaled $85,801, a 14% decrease
from the same period in 2003. The Company incurred a net loss for the first
quarter of 2004 which totaled $24,667 compared to a net income of 11,051 for
the same period in 2003. The reason for this loss was that during the first
quarter of 2004, the Company sold its portfolio of marketable equity
securities and mutual funds for a net realized loss of $38,166. In addition,
the Company sold its remaining natural gas "put" contracts during the first
quarter of 2004 for a realized loss of $7,599. The Company's liquidation of
its marketable equity securities, mutual fund and natural gas "put" contracts
combined for a net realized loss of $45,765 which was a significant factor
in the Company's results of operations during the first quarter of 2004
compared to the same period in 2003
Oil and gas sales for the first quarter of 2004 totaled $131,074, a 27%
increase from the same period in 2003. A combination of slight increases
natural gas prices combined with increases in oil production levels during
the first quarter of 2004 were major factors causing this increase in oil
and gas sales compared to the same period in 2003. The Company's average
sale price of oil in the first quarter of 2004 was approximately $27 per
barrel compared to $27 per barrel for the same period in 2003. The Company's
average sale price of natural gas in the first quarter of 2004 was
approximately $4.00 per Mcf (Mcf equates to one thousand cubic feet),
compared to $3.75 per Mcf for the same period in 2003. Production of oil
primarily increased due to the acquisition of a working interest in a well
in Michigan and a well in Texas.
Lease operation expense, which includes all production related taxes
for the first quarter of 2004 totaled $35,830 and is compared to the $29,735
incurred for the same period in 2003. Acquisitions of oil well working
interests have increased the operating expenses for the first quarter of 2004
compared to the same period in 2003.
Depletion and depreciation expense for the first quarter of 2004 totaled
$10,500 and is comparable to the $10,000 incurred for the same period in 2003.
Proposed drilling fund expense for the first quarter of 2004 totaled
$6,375 and is comparable to the $6,392 incurred for the same period in 2003.
General and administrative expense, including overhead expense paid to a
related party, for the first quarter of 2004, totaled $50,883 compared to
$41,122 for the same period in 2003. Overhead expense paid to a related party
for the first quarter of 2004 totaled $12,000 compared to the $6,000 incurred
for the same period in 2003. This increase in overhead expenses is primarily
attributable to the additional time incurred establishing the 2004 Yorktown
Re-entry Program. The Company has also incurred additional costs during the
first quarter of 2004 associated with compliance with the Sarbanes-Oxley Act
of 2002 compared to the same period in 2003.
Provision for income taxes for the first quarter of 2004 totaled $6,880
compared to $2,000 from the same period in 2003. This increase is primarily
attributable to an estimated under accrual the Company's 2003 Federal income
tax liability, which was recognized during the first quarter of 2004.
Quantitative and qualitative disclosures about market risk
The Company's major market risk exposure is in the pricing applicable to
its oil and natural gas production. Realized pricing is primarily driven by
the prevailing domestic price for oil and natural gas. Historically, prices
received for oil and natural gas production have been volatile and
unpredictable. Pricing volatility is expected to continue. Natural gas price
realizations during 2003 and the first quarter of 2004, ranged from a monthly
low of $2.05 per Mcf to a monthly high of $7.17 per Mcf. Oil prices ranged
from a monthly low of $20.05 per barrel to a monthly high of $35.67 per barrel
during 2003 and the first quarter of 2004. A decline in prices of oil or
natural gas could have a material adverse effect on the Company's financial
condition and results of operations. In the first quarter of 2004, a 10%
reduction in oil and natural gas prices would have reduced revenues by
approximately $13,500.
ITEM 3. CONTROLS AND PROCEDURES
Croff's principal executive officer and principal financial officer
have evaluated the effectiveness of Croff's "disclosure controls and
procedures," as such term is defined in Rule 13a-14(c) and 15d-14(c) of the
Securities Exchange Act of 1934, as amended, within 90 days of the filing
date of this Quarterly Report on Form 10-Q. Based upon their evaluation,
the principal executive officer and principal financial officer concluded
that the Company's disclosure controls and procedures are effective. There
were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls, since the date the
controls were evaluated.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The registrant has filed no exhibits or reports on Form 8-K for the
quarter ended March 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
REGISTRANT: CROFF ENTERPRISES, INC.
Date: May 13, 2004 By: /S/Gerald L. Jensen
---------------- ------------------------------
Gerald L. Jensen, President,
Chief Executive Officer
Date: May 13, 2004 By: /s/Stuart D. Kroonenberg
---------------- ------------------------------
Stuart D. Kroonenberg,
Chief Financial Officer
Exhibit 31.1
CERTIFICATIONS
I, Gerald L. Jensen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Croff Enterprises,
Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 13, 2004 By: /S/Gerald L. Jensen
---------------- ------------------------------
Gerald L. Jensen, President,
Chief Executive Officer
Exhibit 31.2
CERTIFICATIONS
I, Stuart D. Kroonenberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Croff Enterprises,
Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 13, 2004 By: /s/Stuart D. Kroonenberg
---------------- ------------------------------
Stuart D. Kroonenberg,
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Croff Enterprises, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald
L. Jensen, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) I further certify to the best of my knowledge that the information
contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
Date: May 13, 2004 By: /S/Gerald L. Jensen
---------------- ------------------------------
Gerald L. Jensen, President,
Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Croff Enterprises, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Stuart
D. Kroonenberg, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) I further certify to the best of my knowledge that the information
contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
Date: May 13, 2004 By: /s/Stuart D. Kroonenberg
---------------- ------------------------------
Stuart D. Kroonenberg,
Chief Financial Officer