Back to GetFilings.com
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2002
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 0-20760
GREKA Energy Corporation
----------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-1091986
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
630 Fifth Avenue, Suite 1501
New York, New York 10111
(212) 218-4680
-----------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
- --------------------------------------------------------------------------------
(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 was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. X Yes No
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. X Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
As of August 2, 2002, GREKA had 4,700,049 shares of Common Stock, no par value
per share, outstanding.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION.............................................. 3
Item 1. Financial Statements............................................... 3
Condensed Consolidated Balance Sheets as of June 30, 2002
(Unaudited) and December 31, 2001...................................... 3
Condensed Consolidated Statements of Operations for the Six and
Three Month Periods Ended June 30, 2002 and 2001 (Unaudited)......... 4
Condensed Consolidated Statements of Cash Flows for the
Six Month Periods Ended June 30, 2002 and 2001 (Unaudited)......... 5
Notes to Condensed Consolidated Financial Statements (Unaudited)......... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation....................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 14
Item 2. Changes in Securities and Use of Proceeds.......................... 14
Item 3. Defaults Upon Senior Securities.................................... 15
Item 4. Submission of Matters to a Vote of Security Holders................ 15
Item 5. Other Information.................................................. 15
Item 6. Exhibits and Reports on Form 8-K................................... 15
SIGNATURE................................................................... 15
-2-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
FOR THE PERIODS ENDED
June 30, 2002 December 31, 2001
-------------- -----------------
(Unaudited) (Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 761,604 $ 422,103
Accounts receivable trade, net of allowance for
doubtful accounts of $436,258 (2002)
and $827,144 (2001) 3,694,805 3,618,368
Inventories 2,398,046 1,796,520
Other current assets 2,004,768 1,552,090
Assets held for Resale 8,280,169 --
------------- -------------
Total Current Assets 17,139,392 7,389,081
Property and Equipment
Investment in limestone property, at cost -- 3,675,973
Oil and gas properties (full cost method) 37,571,837 46,928,312
Oil and gas properties - Unproven 4,718,020 7,347,113
Land 19,721,213 17,247,744
Plant and equipment 29,106,242 29,823,908
------------- -------------
91,117,312 105,023,050
Less accumulated depreciation, depletion and
amortization (12,520,145) (15,557,669)
------------- -------------
Property and Equipment, net 78,597,167 89,465,381
Other Assets 8,313,537 3,194,985
------------- -------------
Total Assets $ 104,050,096 $ 100,049,447
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses 13,841,976 23,751,354
Current maturities of long-term notes and notes 15,196,067 33,993,043
payable
Short term borrowing 6,000,000 --
------------- -------------
Total Current Liabilities 35,038,042 57,744,397
Long-term debt, net of current portion 35,100,000 9,139,395
------------- -------------
Stockholders' Equity
Common Stock, no par value, 50,000,000 shares
authorized, 4,694,953 (2001) 4,698,872 (2002)
shares issued and outstanding 43,137,522 43,112,523
Accumulated earnings (deficit) (9,225,468) (9,946,868)
Total Stockholders' Equity 33,912,054 33,165,654
------------- -------------
$ 104,050,096 $ 100,049,447
============= =============
The accompanying notes are an integral part of these financial statements.
-3-
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX AND THREE MONTH PERIODS ENDED JUNE 30
UNAUDITED
Six Months Ended June 30, Three Months Ended June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues
Total Revenues $ 12,665,621 $ 18,612,722 $ 8,261,888 $ 11,622,892
Expenses
Production costs 6,579,906 8,509,523 4,320,771 5,600,811
General and administrative 4,228,575 4,128,426 2,169,464 1,996,528
Profit sharing plan -- 300,000 -- 300,000
Depletion, depreciation and Amortization 1,357,891 1,789,069 347,247 1,079,881
------------ ------------ ------------ ------------
Total Expenses 12,166,372 14,727,018 6,837,482 8,977,220
Operating Income 499,249 3,885,704 1,424,406 2,645,672
Other Income (Expense)
Miscellaneous Income 3,117,890 893,362 3,045,711 213,039
Interest expense (2,881,017) (1,889,983) (1,660,332) (1,005,034)
------------ ------------ ------------ ------------
Other Income (Expense), Net 236,873 (996,621) 1,385,379 (791,995)
Income before Income Tax 736,122 2,889,082 2,809,785 1,853,676
Provision for Income Tax (14,722) (57,782) (14,722) (40,514)
------------ ------------ ------------ ------------
Net Income $ 721,400 $ 2,831,300 $ 2,795,063 $ 1,813,162
============ ============ ============ ============
Net Income per Common Share - Basic $ 0.15 $ 0.62 $ 0.59 $ 0.40
Net Income $ 721,400 $ 2,831,300 $ 2,795,063 1,813,162
============ ============ ============ ============
Basic Shares 4,698,415 4,540,266 4,698,708 4,546,613
============ ============ ============ ============
Net Income per Common Share - Diluted $ 0.15 $ 0.58 $ 0.59 $ 0.37
Net Income $ 721,400 $ 2,831,300 $ 2,795,063 $ 1,813,162
============ ============ ============ ============
Diluted Shares 4,698,415 4,887,325 4,698,708 4,855,047
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
-4-
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30,
(UNAUDITED)
2002 2001
------------ ------------
Cash flows from Operating Activities
Net Income $ 721,400 $ 2,831,300
Adjustments to reconcile net
income to net cash provided by (used for)
operating activities
Depletion, depreciation and
Amortization 1,357,891 1,789,068
Gain on Sale of Assets (2,378,633) --
Changes in:
(Increase) decrease Accounts receivable (76,437) (1,071,283)
(Increase) Decrease Other current assets 292,971 3,505,160
(Increase) Decrease Other assets (1,101,368) (1,692,244)
(Increase) Decrease Inventory (601,526) (2,418,493)
Increase (Decrease) Accounts payable and accrued
Liabilities (8,974,757) (1,935,030)
------------ ------------
Net Cash (Used in) Provided by Operating Activities (10,760,459) 1,008,478
------------ ------------
Cash Flows from Investing Activities
Expenditures for property and equipment (13,614,141) (11,721,106)
Proceeds from sale of property 20,065,757 --
Repayment from related party 247,776 --
------------ ------------
Net Cash (Used in) Provided from investing activities 6,699,392 (11,721,106)
------------ ------------
Cash Flows from Financing Activities
Proceeds from notes payable and
long-term debt 35,100,000 13,269,530
Principal payments on notes
payable and long-term debt (29,571,307) (10,343,007)
Net increase in revolver loan 1,714,002 2,935,043
Payment of financing costs (2,842,127)
Proceeds from conversion of debenture -- 50,000
Proceeds from exercise of stock options -- 275,333
------------ ------------
Net Cash Provided by Financing activities 4,400,568 6,186,899
------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents 339,501 (4,525,729)
Cash and Cash Equivalents at Beginning of Period 422,103 4,837,699
------------ ------------
Cash and Cash Equivalents at End of Period $ 761,604 $ 311,970
============ ============
$ 2,112,661 $ 1,565,469
============ ============
The accompanying notes are an integral part of these financial statements.
-5-
GREKA ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have
been prepared on a basis consistent with the accounting principles and policies
reflected in the financial statements for the year ended December 31, 2001, and
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's 2001 Form 10-K and the company's 2002
form 10-Q for the period ended March 31, 2002. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments (which, except as otherwise disclosed herein, consist of normal
recurring accruals only) necessary to present fairly the Company's consolidated
financial position as of June 30, 2002, and the consolidated results of
operations for the six and three month periods ended June 30, 2002 and 2001, and
the consolidated cash flows for the six month periods ended June 30, 2002 and
2001.
Oil and Gas Property
The Company periodically reviews the carrying value of its oil and gas
properties in accordance with requirements of the full cost method of
accounting. Under these rules, capitalized costs of oil and gas properties may
not exceed the present value of estimated future net revenues from proved
reserves, discounted at 10%, plus the lower of cost or fair market value of
unproved properties ("ceiling"). Application of this ceiling test generally
requires pricing future revenue at the prices in effect as of the end of each
reporting period and requires a writedown for accounting purposes if the ceiling
is exceeded.
Reclassifications
Certain reclassifications have been made to prior year financial statements
to conform to the current year presentation.
Assets Held for Sale
Consistent with the Company's previously announced restructure plan which
included the sale of certain E&P properties, the Company has classified all
assets for which there is a plan of sale in place, approved by management, and
which are likely to be sold within one year. Assets held for sale on the
Consolidated Balance Sheet as of June 30, 2002 consisted of our interest in the
Richfield East Dome Unit and the Limestone property.
NOTE 2 - Net Income Per Share
Basic earnings per share ("EPS") is calculated by dividing net income by
the weighted average number of shares of common stock outstanding during the
period. No dilution for any potentially dilutive securities is included. Diluted
EPS assumes the conversion of all potentially dilutive securities and is
calculated by dividing net income, as adjusted, by the weighted average number
of shares of common stock outstanding, plus all potentially dilutive securities.
Six Months Ended Three Months Ended
June 30, June 30,
---------------------------------- ----------------------------------
2002 2001 2002 2001
------------- ------------- ------------- -------------
Basic Earnings Per Share
Net Income to Common Shares $ 721,400 $ 2,831,300 $ 2,795,063 $ 1,813,162
============= ============= ============= =============
Weighted Average Shares
Outstanding ............... 4,698,415 4,540,266 4,698,708 4,546,613
Dilutive stock options ...... -- 347,059 -- 308,434
Fully diluted shares ........ 4,698,415 4,887,325 4,698,708 4,855,047
============= ============= ============= =============
Basic EPS ................... $ 0.15 $ 0.62 $ 0.59 $ 0.40
============= ============= ============= =============
Diluted EPS ................. $ 0.15 $ 0.58 $ 0.59 $ 0.37
============= ============= ============= =============
The Company's convertible debt and stock options were not dilutive for the
period ending June 30, 2002.
-6-
NOTE 3 - INVENTORY
Inventory includes material, labor and manufacturing overhead costs. Due to
the continuous manufacturing process, there is no significant work in process at
any time. Inventory consists of the following at June 30, 2002:
Raw Material ........................ $1,146,941
Finished goods....................... 1,251,105
----------
Total ............................ $2,398,046
==========
NOTE 4 - STATEMENT OF CASH FLOWS
Following is certain supplemental information regarding cash flows for the
six-month periods ended June 30, 2002 and 2001:
2002 2001
---------- ----------
Interest paid ....... $2,112,661 $1,565,469
Income taxes paid ... $ 0 $ 0
NOTE 5 - CONTINGENCIES
In 1995, the Company's predecessor agreed to acquire an oil and gas
interest in California on which the seller had drilled a number of non-producing
oil wells. The acquisition agreement required that the Company's predecessor
assume the obligation to abandon any wells that it did not return to production,
irrespective of whether certain consents of third parties necessary to transfer
the property to the Company were obtained. A third party whose consent was
required to transfer the property did not consent to the transfer. The third
party is holding the seller responsible for all remediation. The Company
believes it has no financial obligation to remediate this property because it
was never the owner of the property never produced any oil or gas from the
property and was not associated with the site and the seller did not give its
predecessor any consideration to enter into the contract for the property. Since
May 2000, the Company commenced remediation on the subject property as directed
by the regulatory agency. Notwithstanding its compliance in proceeding with any
required remediation on seller's account, the Company is committed to hold the
seller accountable for the required obligations of the property. Through June
30, 2002, the Company has remediated 31 of 72 wells and related facilities on
the property for a cost of $1.736 million. This amount is recorded as a
long-term receivable, as the Company believes it is probable that such amount
will be recoverable from the seller. The Company has had informal discussions
with the seller, which to date have not produced positive results. Therefore,
the Company intends to pursue formal litigation for recovery. Based on future
developments with this litigation, it is reasonably possible that the Company's
estimate of recovery and ultimate liability could change in the near term and
such change could be material.
GREKA's subsidiary owns an asphalt refinery in Santa Maria, California,
with which environmental remediation obligations are associated. The party who
sold the asphalt refinery to the Company's subsidiary performs all environmental
obligations that arose during and as a result of its operations of the refinery
prior to the acquisition. There could be additional environmental issues, which
may require material remediation efforts in the future.
-7-
GREKA's subsidiaries, as is customary in the industry, are required to plug
and abandon wells and remediate facility sites on their properties after
production operations are completed. The cost of such operation will be
significant and will occur, from time to time, as properties are abandoned.
There can be no assurance that material costs for remediation or other
environmental compliance will not be incurred in the future. The occurrence of
such environmental compliance costs could be materially adverse to the Company.
No assurance can be given that the costs of closure of any of the Company's
subsidiaries' other oil and gas properties would not have a material adverse
effect on the Company.
NOTE 6 - DIVESTITURE ACTIVITIES, NON-CORE E&P ASSETS
In April 2002, we sold as planned our interest in the Manila Village Field
located in Jefferson Parish, south Louisiana for approximately $55,000.
In May 2002, we closed as planned the sale of our interest in the Potash
Field, Plaquemines Parish, Louisiana for a contract price of approximately $20
Million for which, the company recognized a gain in the amount of $2.4 Million.
In June 2002, we closed as planned the sale of our 75% exploration interest
in the Jatiluhur Block, West Java for a $4 million production payment and a
retained 5% overriding royalty interest in the Block. Pertamina, the Indonesian
state-owned oil company, consented to the sale.
NOTE 7 - ACQUISITION ACTIVITIES, CALIFORNIA INTEGRATED ASSETS
In June 2002, we closed as scheduled the acquisition of all of Vintage
Petroleum, Inc.'s oil and gas producing properties and facilities in the Santa
Maria Valley of Central California that produce approximately 2,000 BBLS per day
for $18 million. These properties, operated by the Company, consist of five
fields and approximately 110 producing wells, encompassing approximately 8,000
acres of mineral interest and over 800 acres of real estate.
NOTE 8 - FINANCING & DEBT RESTRUCTURING ACTIVITIES
In April 2002, we closed a $5.1 million bridge facility to provide short-
term liquidity during the implementation of GREKA's restructuring.
In April 2002, we paid in full the loan obligation in the principal amount
of $2.4 million to International Holding Publishing Inc. ("IPH"), thereby
releasing collateral of all issued and outstanding shares of capital stock of a
GREKA subsidiary.
In May 2002, Bank of Texas, N.A. was paid $12.5 million from the proceeds
of the closed sale of our interest in the Potash Field.
In June 2002, we had institutionally placed $30 million of a secured credit
facility to conclude the Company's debt restructuring and to close the
acquisition of the Santa Maria Valley oil and gas assets. Of these proceeds, we
paid $14.3 million to GMAC Commercial Credit, LLC to retire its term loan and
$12 million to Vintage Petroleum, Inc. Also in June 2002, we executed a
promissory note for the remaining $6 million purchase price owed to Vintage
Petroleum to be paid within twelve months.
All deferred financing charges relating to extinguishment of debt was
written off in the quarter ending June 30, 2002.
NOTE 9 - RELATED PARTY TRANSACTIONS
In May 2002, the balance totaling $252,224, of the loan to a related party
was repaid in full. The original loan amount of the loan was $500,000.
NOTE 10 - SUBSEQUENT EVENTS
After the scheduled closing of the Company's offices in Bogota and Jakarta,
in July 2002, we also closed as planned our Houston office following the E&P
asset divestitures.
-8-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview
GREKA's predecessor was formed in 1988 and commenced oil and gas operations
in 1992 as Petro Union, Inc. Current management acquired control of Petro Union
in August 1997 and re-directed the company's operations to the present strategy.
Following the acquisition of Saba Petroleum Company in March of 1999, the
company changed its name to GREKA Energy Corporation.
GREKA Energy Corporation is an independent integrated energy company. Our
oil and gas production, exploration and development activities are concentrated
in our properties in Santa Maria, California, where we also own and operate an
asphalt refinery. We supply our asphalt refinery with equity oil, which is the
crude oil we produce from our surrounding heavy crude oil reserves, and we also
utilize crude oil purchased from third party producers. We believe that our
integrated operations reduce our exposure to volatile swings in crude oil
prices. Historically we have also engaged in oil and gas exploration,
development and production from our properties in Louisiana, Texas and New
Mexico which operation has substantially been sold as part of our internal
reorganization. In addition, we have interests in coalbed methane properties and
production sharing contracts in China.
We conduct our operations through two divisions:
o Integrated Operations; and
o International Operations.
Integrated Operations. We own and operate an asphalt refinery located in
Santa Maria, California. Crude oil that we produce from our surrounding heavy
crude oil reserves supplies feedstock to the refinery. We supplement our equity
oil production with third party feedstock to achieve efficiencies through lower
refinery operating costs of finished product per unit.
Our asphalt refinery produces 65% asphalt and 30% gas oil, with the
remainder produced as naphtha. We sell our asphalt to hot mix asphalt producers,
material supply companies and government agencies for use in road surfacing
applications, and we sell the gas oil and naphtha to end users and refineries.
The relatively stable price of asphalt and the low cost of our oil compared to
third party feedstock reduce our exposure to volatile swings in crude oil prices
and position us to effectively compete in the asphalt market.
As of June 30, 2002, approximately 3,000 Bbls per day of our oil produced
locally were used as feedstock, accounting for approximately 90% of the asphalt
refinery throughput. Our properties also produce natural gas which is used to
fuel the field production and the refinery, in part. We operate all of the wells
associated with our Integrated Operations division.
International Operations. We have a 49% operated working interest in a
coalbed methane exploration and development project
in Jiangxi, China.
Business Strategy
We intend to implement a two-pronged strategy:
Capitalize on Our California Market Position. Our asphalt refinery, prior
to 1992 was owned and operated for approximately fifty years by Conoco and ran
between 9,000 to 11,000 Bbls per day of throughput. We expect that our refinery
can attain its rated capacity of 10,000 Bbls per day of throughput. As of June
30, 2002 we utilized approximately 35% of this rated capacity. Our strategy in
these vertically integrated assets is to enhance the long-term equity barrel
feedstock supply to the refinery and to cost-efficiently boost production from
the drilling locations identified in the Santa Maria Valley area. As a result of
acquiring additional producing properties in June 2002 that produce
approximately 2,000 Bbls per day of equity crude, our total average throughput
currently at the asphalt refinery is approximately 3,500 Bbls per day, a 40%
increase over 2001 levels. Over 90% of current throughput is now equity barrels.
While the Company's infrastructure costs which are fixed had been burdened
across approximately 1,000 Bbls of equity oil production cash margins, the
essentially same fixed costs are now being burdened across approximately 3,000
Bbls of equity oil production increasing the Company's productivity and
efficiency.
-9-
Major oil companies, such as Union Oil Company, Shell and Texaco, began
drilling in the Santa Maria basin in the early 1900's and built a consolidated
infrastructure of pipelines and facilities. Thousands of wells were drilled
discovering several productive oil and gas zones between 2,500 ft. and 8,500 ft.
In consideration of low gas prices, most of the gas zones were largely passed
over. Likewise, the shallower Sisquoc zone with heavier 6-12 gravity oil was
passed over in favor of the deeper Monterey zone which was generally at a depth
below 5,000 ft. and the lightest oil zone carrying the highest margins. Thus,
the majors primarily concentrated on the Monterey zone and largely ignored the
others. It is this enormous oil and gas proven reserve base that provides a
specific road map for the Company to build a substantial production base. Our
objectives are to exploit through increased production both the gas reservoirs
for fuel self-sufficiency and the oil for asphalt production.
Pursue High Potential International Prospects on a Longer-Term Basis. We
have a 49% operated working interest in our production sharing contract with the
China United Coalbed Methane Corporation Ltd. The Chinese Ministry of Foreign
Trade and Economic Cooperation approved this contract that covers a total area
of 380,534 acres. The 30-year contract provides that we as operator will drill
at least five coalbed methane wells over a three-year term. Two production test
wells have been drilled and both were successful. We will continue to look for
high potential international prospects in areas with attractive terms that do
not require significant capital commitments by us.
Recent Developments
In March 2002, the Company announced that it intended to substantially
restructure its operations by disposing of its exploration and production assets
which had been operated through its E&P Americas subsidiary and to focus on its
Integrated Operations around our asphalt refinery located in Santa Maria,
California. At the end of May 2002, we closed the sale of the most substantial
portion of the E&P Americas assets, the Potash Field located in South Louisiana
for $20 million, the proceeds of which were used to pay debt, which included
$12.5 million to the Bank of Texas, N.A. The sale of the Potash Field
essentially completed the divestiture of the Company's E&P Americas' assets. In
June 2002, we concluded a refinancing of our debt by closing a $30 million
secured credit facility through Guggenheim Investment Management, LLC. The
proceeds of this credit facility were used to payoff the $14.3 million GMAC
Commercial Credit, LLC term loan, $12 million to purchase of the Vintage
Petroleum, Inc. properties in the Santa Maria Valley and the balance toward
working capital and closing expenses. Also in June 2002 to complete the purchase
of the Santa Maria Valley properties, we executed a promissory note for the
remaining $6 million purchase price owed to Vintage Petroleum to be paid within
twelve months.
As a result of the completed restructuring, substantially all of our oil,
gas and refining assets and operations are located within a 15 mile radius in
the Santa Maria Valley of California. As part of our restructuring strategy, we
focused on boosting production of our heavy crude to increase the feed stock of
our equity oil for use in our Santa Maria Refinery. As a result, the closing of
the Vintage acquisition has increased equity oil production by approximately
2,000 Bbls a day.
We use the full cost method of accounting for oil and natural gas property
acquisition, exploration and development activities. Under this method, all
productive and non-productive costs incurred in connection with the acquisition
of, exploration for and development of oil and natural gas reserves are
capitalized. Capitalized costs included lease acquisitions, geological and
geophysical work, delayed rentals and the costs of drilling, completing and
equipping oil and gas wells. Gains or losses are recognized only upon sales or
dispositions of significant amounts of oil and gas reserves. Proceeds from all
other sales or dispositions are treated as reductions to capitalized costs.
Cautionary Information About Forward-Looking Statements
This document contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of historical facts, included in or
incorporated by reference into this Form 10-Q which address activities, events
or developments which the Company expects, believes or anticipates will or may
occur in the future are forward-looking statements. The words "believes,"
"intends," "expects," "anticipates," "projects," "estimates," "predicts" and
similar expressions are also intended to identify forward-looking statements.
These forward-looking statements include, among others, statements concerning:
* the benefits expected to result from GREKA's 1999 acquisition of Saba
discussed below, including
* synergies in the form of increased revenues,
* decreased expenses and avoided expenses and expenditures that are expected
to be realized as a result of the Saba acquisition, and
* the complementary nature of GREKA's horizontal drilling technology and
certain oil reserves acquired with the acquisition of Saba, and other
statements of:
* expectations,
* anticipations,
* beliefs,
* estimations,
* projections, and
-10-
other similar matters that are not historical facts, including such matters as:
* future capital,
* development and exploration expenditures (including the timing, amount and
nature thereof),
* drilling and reworking of wells, reserve estimates (including estimates
of future net revenues associated with such reserves and the present
value of such future net revenues),
* future production of oil and gas,
* repayment of debt,
* business strategies,
* oil, gas and asphalt prices and demand,
* exploitation and exploration prospects,
* expansion and other development trends of the oil and gas industry, and
* expansion and growth of business operations.
These statements are based on certain assumptions and analyses made by the
management of GREKA in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances.
GREKA cautions the reader that these forward-looking statements are subject
to risks and uncertainties including those associated with:
* our ability to refinance our debt on favorable terms,
* our ability to successfully restructure our operations,
* the financial environment,
* general economic, market and business conditions,
* the regulatory environment,
* business opportunities that may be presented to and pursued by GREKA,
* changes in laws or regulations
* exploitation and exploration successes,
* availability to obtain additional financing on favorable conditions,
* trend projections, and
* other factors, many of which are beyond GREKA's control that could cause
actual events or results to differ materially from those expressed or
implied by the statements. Such risks and uncertainties include those
risks and uncertainties identified in the Description of the Business and
Management's Discussion and Analysis sections of this document and risk
factors discussed from time to time in the Company's filings with the
Securities and Exchange Commission.
Significant factors that could prevent GREKA from achieving its stated
goals include:
* the inability of GREKA to obtain financing for capital expenditures and
acquisitions,
* declines in the market prices for oil, gas and asphalt, and
* adverse changes in the regulatory environment affecting GREKA.
The cautionary statements contained or referred to in this document should
be considered in connection with any subsequent written or oral forward-looking
statements that may be issued by GREKA or persons acting on its or their behalf.
GREKA undertakes no obligation to release publicly any revisions to any forward-
looking statements to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.
Long-Term Potential
Management believes that the results of operations for the three-month
period ended June 30, 2002 and cash flows of GREKA reported herein are not
reasonably indicative of the expected future quarterly results of operations and
cash flows of GREKA for similar three month periods, since the Company announced
a comprehensive restructuring plan on March 4, 2002 to divest its E&P assets and
concentrate on the Integrated Operations going forward. The first three quarters
of 2002 will be transitional for the Company, and hereafter we will be focused
on our Integrated Operations. Furthermore, the refined product sales are
somewhat seasonal due to seasonal fluctuations in asphalt consumption. Refined
product sales are generally higher in the second and third quarter and lower in
-11-
the first quarter. Due to these seasonal fluctuations, results of operations for
interim quarterly periods may not be indicative of results, which may be
realized on an annual basis. The results of the Company as reported herein, and
which are demonstrative of the successful implementation of management's
business plan, continue to reflect the long-term potential of the Company.
Comparison of Three Months Periods Ended June 30, 2002 and 2001
Revenues decreased from $11,623K for the second quarter of 2001 to $8,262K
for the second quarter 2002. This 29% decrease is the net effect of a decrease
in revenues from upstream activities or 76% from $5,068K in 2001 to $1,226K in
2002 resulting from the effects of the Company's restructuring plan and sale of
Potash, Manila Village and other oil and gas properties, offset by a 7% increase
in revenues from our downstream activities (refined product sales) from $6,556K
in 2001 to $7,036 in 2002. The increase is the net effect of 29% volume increase
from 226,059 Bbls of asphalt in 2001 to 292,374 Bbls in 2002 or $1,922K which
was somewhat offset by an 18% price decrease in the weighted average selling
price of refined products from $28.21 in 2001 to $23.25 per barrel in 2002 or
$1,442K.
Production and product costs decreased from $5,601K for the second quarter
2001 to $4,321K for the second quarter 2002. This 23% decrease consists of an
83% decrease in production costs from upstream activities from $1,223K in 2001
to $202K in 2002 due to the effect of the Company's restructuring plan,
discussed above and coupled with a 6% decrease in production cost from
downstream activities from $4,379K in 2001 to $4,109K in 2002. The decrease of
$270K is the net effect of a 29% increase in volume or an incremental production
cost of $1,285K offset by a 27% decrease in cost per barrel from $19.37 to
$14.05, a total of $1,555K. The dramatic decrease in the cost per barrel is due
to an increase of 40% of the average daily throughput from 2,520 Bbls in 2001 to
3,538 Bbls in 2002 coupled with a material decrease in the percentage of daily
average throughput from third party crude (feedstock) from 58% or 1,462 Bbls in
2001 to 9% or 318 Bbls in 2002. The decrease in purchases of third party crude
is due to the acquisition of the Vintage properties, which increased refinery
feedstock from equity crude by 2,000 Bbls per day from approximately 1,000 to
3,000 Bbls per day.
General and Administrative expenses decreased moderately by 6% from $2,297K
for the second quarter 2001 to $2,169K for the second quarter 2002 primarily as
a result of lack of accrual for Net Profit Sharing. The second quarter of 2001
included an accrual of $300K for Net Profit Sharing.
The Company's operating income decreased from $ 2,647K in the second
quarter 2001 to $1,424K in the second quarter 2002 primarily due to the effect
of the Company's restructuring plan discussed above.
Depreciation, depletion and amortization decreased from $1,079K in the
second quarter 2001 to $347K in the second quarter 2002 primarily as a result of
lower production volume due to the sale of oil and gas properties (Potash,
Manila Village, etc.) discussed above.
Interest expense increased from $1,005K for the second quarter 2001 to
$1,660K for the second quarter 2002 primarily as a result of a write off of
previously capitalized financing costs relating to the GMAC term loan. The GMAC
term loan of $14,300K was paid off on June 26, 2002.
Other income increased from $213K in the second quarter 2001 to $3,045K for
the second quarter 2002. The increase is mostly due to a gain of $2,378K
realized on the sale of the Potash properties.
Net income increased from $1,813K in the second quarter 2001 to $2,795K for
the second quarter 2002 mostly due to realized gain on the sale of the Potash
properties.
Comparison of six-month periods ended June 30, 2002 and 2001
Revenues decreased from $18,613K for the first half of 2001 to $12,666K for
the first half of 2002 primarily as a result of the Company's restructuring plan
and related property sales, discussed above.
-12-
Production and product cost decreased 22% from $8,510K for the first half
of 2001 to $6,580K for the first half of 2002 primarily as a result of lower
volume of production from upstream activities (discussed above) or a total of
662,294 BOE in 2001 compared with 517,073 BOE in 2002. This was offset by an
increase of 29% of production from the asphalt refinery from 226,059 Bbls in
2001 to 292,374 Bbls in 2002.
General and administrative expenses decreased from $4,428K in the first
half of 2001 to $4,228K in the first half of 2002 primarily as result of lack of
accrual for Net Profit Sharing. The second quarter of 2001 included an accrual
of $300K for Net Profit Sharing.
Operating Income decreased from $3,886 in the first half of 2001 to $499K
in the first half of 2002 mostly due to lower revenues resulting from the
effects of the Company's restructuring plan and related property sales discussed
above.
Depreciation, depletion and amortization decreased from $1,789K in the
first half 2001 to $1,358K in the first half 2002 due to decrease in volume
production resulting from the restructuring plan or 662,294 Bbls in the first
half 2001 to 358,785 Bbls in the first half of 2002. This was somewhat offset by
a higher depletion rate from a weighted average rate of $2.70 per barrel in the
first half 2001 to a weighted average rate of $3.78 per barrel for the first
half 2002.
Interest expense increased from $1,890K for the first half of 2001 to
$2,881K for the first half of 2002 primarily due to a write off of previously
capitalized financing cost associated with term loans from GMAC and Bank of
Texas.
Other income increased from $893K for the first half 2001 to $3,118K for
the first half 2002. Other income for 2002 mostly relates to a gain on the sale
of Potash of $2,378K while other income for 2001 mostly relates to a favorable
settlement of the Manila Village litigation for an amount of $671K.
Net income decreased from $2,832K for the first half 2001 to $722K in the
first half of 2002 mostly due to lower revenues resulting from the effect of the
company's restructuring plan.
Liquidity and Capital Resources
The working capital deficit at June 30, 2002 of $17,898K decreased by
$32,456K from a working capital deficit of $50,355K at December 31, 2001.
Current assets increased by $9,750K from $7,389K at December 31, 2001 to
$17,139K at June 30, 2002, which includes an increase of $340K in cash and cash
equivalents from $422K at December 31, 2001 to $762K at June 30, 2002.
Approximately $2,398K of asphalt refinery raw material and finished product
inventory resulted from asphalt refinery operations at June 30, 2002. Assets
held for sale as of June 30, 2002 consists of the limestone property and the
Richfield East Dome Unit which were classified as such during the first quarter
of 2002. Current liabilities decreased from $57,744K at December 31, 2001 to
$35,038K at June 30, 2002, a decrease of $22,706K principally as a result of a
payment of loans to Bank of Texas, N.A. ($12,400K) and to GMAC ($14,300K) offset
by a ($6,000K) note to Vintage.
Cash Flows
Cash provided by or used in operations decreased from an inflow of $1,008K
for the six months ended June 30, 2001 to an outflow of $10,760K for the six
months ended June 30, 2002. Net income for the period provided $721K of cash
inflow.
The Company's net cash flows provided from investing activities increased
from a net outflow of $11,721K for the six months ended June 30, 2001, to a net
inflow of $6,699K for the six months ended June 30, 2002. This change was
primarily attributable to the sale of the Potash Field properties.
The Company's net cash provided by financing activities was $6,187K for the
six months ended June 30, 2001 compared to net cash provided by financing
activities of $4,401K for the six months ended June 30, 2002.
-13-
Capital Expenditures
Our growth is focused on acquisitions that are strategic and in accordance
with our business plan. It is intended that these acquisitions will be achieved
concurrent with the closing of adequate financing. Historically, Greka has
relied on cash flow from operations to finance discretionary capital
expenditures. For 2002, we have budgeted $22 million for our discretionary
capital expenditures for which the acquisition of Vintage properties used $18
million, of which $12 million was funded by a credit facility and the remaining
$6 million by a Company note. We intend to implement our capital programs in the
third and fourth quarters to capitalize on the increased cash flows from the
seasonality in refined product sales.
Inflation
GREKA does not believe that inflation will have a material impact on
GREKA's future operations.
Financing and Debt Restructuring Activities
In addition to the financing and debt restructuring activities with Bank of
Texas, N.A., GMAC Commercial Credit LLC, and Vintage Petroleum, Inc. (see
"Recent Developments"), in April 2002 we paid in full the loan obligation in the
principal amount of $2.4 million to IPH, thereby releasing collateral of all
issued and outstanding shares of capital stock of a GREKA subsidiary. To provide
short-term liquidity during the implementation of GREKA's restructuring in the
second quarter, we also closed in April 2002 a $5.1 million bridge facility.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
To some extent, at June 30, 2002, the Company's operations were exposed to
market risks primarily as a result of changes in commodity prices and interest
rates. The Company does not use derivative financial instruments for speculative
or trading purposes. (For a more comprehensive discussion related to
Quantitative and Qualitative Disclosures about Market Risk refer to GREKA's 2001
Annual Report on Form 10-K.)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The following material developments occurred during the quarter ended June
30, 2002 with respect to the legal proceedings reported in the GREKA Annual
Report on Form 10-K for the fiscal year ended December 31, 2001:
In the matter previously reported in GREKA's 2001 Annual Report on Form
10-K as Bank of Texas, N.A. v. Greka AM, Inc. and GREKA Energy Corporation (Case
No. 02-00771, 160th Judicial District Court of Dallas County, Texas, January
2002), the parties entered into an extension of their forbearance agreement
through September 30, 2002.
In the matter previously reported in GREKA'S 2001 Annual Report on Form
10-K as liens and legal actions in connection therewith alleging nonpayment or
untimely payment for services or goods provided to Greka's properties in an
aggregate amount of approximately $5.2 million having been filed against our
subsidiary's working interests, said liens and legal actions have been released
and dismissed as part of our settlement of these claim concurrent with the sale
of our E&P assets and debt restructuring in the second quarter.
From time to time, the Company and its subsidiaries are a named party in
legal proceedings arising in the ordinary course of business. While the outcome
of such proceedings cannot be predicted with certainty, management does not
expect these matters to have a material adverse effect on the Company's
financial condition or results of operations.
Item 2. Changes in Securities and Use of Proceeds.
In April 2002, the Company granted to IPH the right and option to purchase
up to 400,000 shares of common stock of the Company at an exercise price of
$6.00 per share for the first 200,000 shares and at an exercise price of $6.50
per share for the remaining 200,000 shares. The options were granted in
consideration of IPH arranging for an irrevocable standby letter of credit
having a term expiring on September 29, 2003 and in the amount of $4 million in
favor of the Company's creditor that loaned $5.1 million to the Company as a
bridge facility. Such options shall be exercisable during a period of five days
-14-
from the date that IPH receives written notice from the Company that the letter
of credit has been surrendered in connection with the loan repayment, expired,
or tendered to the bank in connection with a draw thereunder. These options are
exempt from registration pursuant to Section 4(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are furnished as part of this report:
none.
(b) During the quarter for which this report is filed, GREKA filed the
following Reports on Form 8-K:
(1) A Current Report on Form 8-K dated April 17, 2002 which
reported events under Item 5, Other Events.
(2) A Current Report on Form 8-K dated June 3, 2002 which
reported events under Item 5, Other Events.
(3) A Current Report on Form 8-K dated July 1, 2002 which
reported events under Item 5, Other Events.
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GREKA ENERGY CORPORATION
Date: August 14, 2002 By: /s/ Randeep S. Grewal
---------------------------------------
Randeep S. Grewal, Chairman,
Chief Executive Officer and
President
Date: August 14, 2002 By: /s/ Max A. Elghandour
----------------------------------------
Max A. Elghandour,
Chief Financial Officer
-15-