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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 0-19365
CROWN ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
Utah 87-0368981
- -------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
215 South State Street, Suite 650, Salt Lake City, Utah, 84111
--------------------------------------------------------------
(Address of principal executive offices, zip code)
(801) 537-5610
--------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
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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 was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ].
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
There were 26,482,388 shares of $.02 par value common stock outstanding
as of September 30, 2002.
CROWN ENERGY CORPORATION
INDEX
PAGE(S)
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets at
September 30, 2002 (unaudited) and December 31, 2001 3
Condensed Consolidated Statement of Operations for the
Three Months ended September 30, 2002 and 2001
(unaudited) 5
Condensed Consolidated Statement of Operations for the
Nine Months ended September 30, 2002 and 2001
(unaudited) 6
Condensed Consolidated Statement of Cash Flows for the
Nine Months ended September 30, 2002 and 2001
(unaudited) 7
Notes to Condensed Consolidated Financial Statements
(unaudited) 9
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
ITEM 3. Quantitative and Qualitative Disclosures about
Market Risk 17
ITEM 4. Controls and Procedures 18
PART II. Other Information
ITEM 1. Legal Proceedings 19
ITEM 2. Changes in Securities 20
ITEM 3. Defaults upon Senior Securities 20
ITEM 4. Submission of Matters to a Vote of Security Holders 20
ITEM 5. Other Information 20
ITEM 6. Exhibits and Report on Form 8-K 21
PART III. Signatures 22
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CROWN ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2002 December 31,
[unaudited] 2001
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 1,131,631 $ 2,652,858
Accounts receivable, net of allowance for uncollectible
accounts of $673,120 and $1,722,482 respectively 4,855,069 1,378,610
Inventory 1,212,810 1,358,022
Prepaid and other current assets 403,346 87,652
Deposits on Settlement Option 500,000 0
Related Party Receivable 0 25,700
------------- -------------
Total Current Assets 8,102,856 5,502,842
PROPERTY PLANT, AND EQUIPMENT, Net 9,642,523 9,590,787
OTHER INTANGIBLE ASSETS, Net 302,930 340,430
OTHER ASSETS 308,420 283,206
------------- -------------
TOTAL $ 18,356,729 $ 15,717,265
============= =============
The accompanying notes are an integral part of these consolidated financial statements.
3
CROWN ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' DEFICIT
September 30, 2002 December 31,
[unaudited] 2001
------------- -------------
CURRENT LIABILITIES
Accounts payable $ 3,151,794 $ 410,564
Preferred stock dividends payable 1,300,000 1,200,000
Accrued expenses 104,384 175,794
Accrued Arbitration costs 2,609,519 2,609,519
Accrued interest principally due to related party 9,515,290 7,473.512
Long-term debt - current portion 411,139 347,153
Line-of-credit to related party 14,935,222 14,935,222
------------- -------------
Total current liabilities 32,027,348 27,151,764
------------- -------------
MINORITY INTEREST IN CONSOLIDATED
JOINT VENTURES 501,580 476,793
CAPITALIZATION:
Long-term debt 2,549,887 2,833,864
Long-term debt to related party 5,325,723 8,296,192
Redeemable preferred stock 4,995,284 4,952,831
Stockholders' deficit:
Common Stock $0.02 par value 50,000,000 shares authorized
26,482,388 and 13,635,581 shares outstanding respectively 529,647 272,711
Additional paid in Capital 3,966,815 4,915,370
Stock subscription receivable from officers 0 (549,166)
Stock warrants 243,574 243,574
Accumulated deficit (31,783,129) (32,876,668)
------------- -------------
Stockholders' deficit (27,043,093) (27,994,179)
------------- -------------
TOTAL $ 18,356,729 $ 15,717,265
============= =============
The accompanying notes are an integral part of these consolidated financial statements.
4
CROWN ENERGY CORPORATION
[Unaudited]
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended
September 30,
2002 2001
------------- -------------
SALES, Net of demerits $ 9,015,384 $ 15,539,700
COST OF SALES 7,741,964 12,757,549
------------- -------------
GROSS PROFIT (LOSS) 1,273,420 2,782,151
GENERAL AND ADMINISTRATIVE EXPENSES (750,151) (926,719)
Bad debt recovery on accounts previously allowed for 548,785 0
------------- -------------
INCOME FROM OPERATIONS 1,072,054 1,855,432
------------- -------------
OTHER INCOME (EXPENSES):
Interest income and other income 5,311 4,877
Interest and other expense (747,558) (652,960)
Interest expense from arbitration judgment 0 (1,164,574)
Gain/(Loss) on Disposition of assets (25,513) 0
------------- -------------
Total other income (expense), net (767,760) (1,812,657)
------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTERESTS 304,294 42,775
------------- -------------
DEFERRED INCOME TAX BENEFIT -- --
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED JOINT VENTURE 9,167 2,930
------------- -------------
NET INCOME $ 313,461 $ 45,705
------------- -------------
NET INCOME PER COMMON SHARE -
Basic and diluted $ 0.00 $ 0.00
============= =============
The accompanying notes are an integral part of these consolidated financial statements.
5
CROWN ENERGY CORPORATION
[Unaudited]
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended
September 30,
2002 2001
------------- -------------
SALES, Net of demerits $ 15,667,841 $ 23,185,290
COST OF SALES 14,740,129 20,331,211
------------- -------------
GROSS PROFIT (LOSS) 927,712 2,854,079
GENERAL AND ADMINISTRATIVE EXPENSES (2,027,491) (2,518,780)
Gain on bad debt recovery 1,396,531 0
------------- -------------
INCOME (LOSS) FROM OPERATIONS 296,752 335,299
------------- -------------
OTHER INCOME (EXPENSES):
Interest income and other income 8,845 67,795
Gain on Insurance Settlement 0 278,492
Interest and other expense (2,214,390) (1,930,996)
Interest expense from arbitration judgment 0 (1,164,574)
Gain/(Loss) on disposition of assets (25,513) 0
Gain on Divestiture of Affiliate 2,998,176 0
------------- -------------
Total other income (expense), net 767,118 (2,749,283)
------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTERESTS 1,063,870 (2,413,984)
------------- -------------
DEFERRED INCOME TAX BENEFIT -- --
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED JOINT VENTURE 29,669 14,132
------------- -------------
NET INCOME (LOSS) $ 1,093,539 $ (2,399,852)
------------- -------------
NET INCOME (LOSS) PER COMMON SHARE -
Basic and diluted $ 0.03 $ (0.20)
============= =============
The accompanying notes are an integral part of these consolidated financial statements.
6
CROWN ENERGY CORPORATION
[Unaudited]
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
September 30,
2002 2001
------------- -------------
Cash flows from operating activities:
Net income (loss) $ 1,093,539 $ (2,399,852)
Adjustments to reconcile net income (loss) to net cash used
by operating activities:
Amortization, depreciation and depletion 584,501 563,586
Provision for doubtful accounts receivable (1,049,362) (1,183)
Gain on divestiture of affiliate (2,998,176) 0
Loss on disposal of assets 25,713 0
Minority interest (29,669) (14,132)
Change in assets and liabilities:
Accounts receivable (2,427,097) (7,050,115)
Inventory 145,212 32,145
Prepaid and other assets (315,208) (98,666)
Deposits on settlement option (500,000) 0
Accounts payable 2,741,230 4,321,850
Accrued expenses and interest 1,998,075 2,671,870
------------- -------------
Total adjustments (1,824,781) 425,355
------------- -------------
Net cash used in operating activities (731,242) (1,974,497)
------------- -------------
Cash flows used in investing activities -
Purchase of property and equipment (577,673) (463,807)
------------- -------------
Cash flows from financing activities:
Capital contributions from partners 54,456 61,263
Payments on long-term debt (266,768) (216,310)
------------- -------------
Net cash used in financing activities $ (212,312) $ (155,047)
------------- -------------
The accompanying notes are an integral part of these consolidated financial statements.
7
CROWN ENERGY CORPORATION
[Unaudited]
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[Continued]
For the Nine Months Ended
September 30,
2002 2001
------------- -------------
Net Increase (Decrease) in Cash: $ (1,521,227) $ (2,593,351)
============= ==============
Cash at Beginning of Period $ 2,652,858 $ 2,878,141
============= ==============
Cash at End of Period $ 1,131,631 $ 284,790
============= ==============
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest $ 49,399 $ 439,836
============= ==============
Income taxes -- --
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the period ended September 30, 2002:
The Company acquired $46,777 of equipment through term financing.
The Company issued 13,793,103 shares of its common stock as payment for $200,000 of preferred
stock dividends.
The Company accrued preferred stock dividends payable of $300,000 and accretion of $42,453.
The Company wrote off common stock subscriptions receivable in the amount of $549,166.
The Company sold its interest in its unconsolidated affiliate in exchange for relief of debt of $2,970,469
and accrued interest of $27,707.
For the period ended September 30, 2001:
The Company acquired $187,038 of property and equipment with long term debt or capital leases
The accompanying notes are an integral part of these consolidated financial statements.
8
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements have been prepared
by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position, results of operations and
cash flows at September 30, 2002 and for all periods presented have
been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
December 31, 2001 Annual Report on Form 10-K. The results of operations
for the period ended September 30, 2002 are not necessarily indicative
of the operating results for the full year.
Summary of Disputes - The Company and its joint venture partner in
Crown Asphalt Distribution, L.L.C. ("Crown Distribution") and Crown
Asphalt Ridge, L.L.C. ("Crown Ridge"), MCNIC Pipeline and Processing
Company ("MCNIC"), executed a Settlement Agreement ("the Settlement
Agreement") on October 16, 2002, that resolved all disputes and amounts
due between the parties. The Settlement Agreement is discussed in more
detail in Part II Item 1. Legal Proceedings.
Organization - Crown Energy Corporation ("CEC") and its wholly-owned
subsidiaries, Crown Asphalt Corporation ("CAC") and Crown Asphalt
Products Company ("CAPCO") and Crown Distribution, an entity in which
CAPCO and CEC now own all interests (collectively referred to as the
"Company"), are engaged in the production, manufacturing, distribution
and selling of asphalt products. Crown Distribution was initially a
joint venture formed on July 2, 1998 between CAPCO and MCNIC for the
purpose of acquiring certain assets of Petro Source Asphalt Company
("Petro Source"). As a result of the Settlement Agreement, the Company
now owns all of Crown Distribution. CAPCO is the operator of Crown
Distribution. Crown Distribution owns a majority interest in Cowboy
Asphalt Terminal, L.L.C. ("CAT, LLC"). CAT, LLC is a joint venture
formed on September 16, 1998 between CAPCO and Foreland Asphalt
Corporation ("Foreland"), which owns an asphalt terminal and storage
facility. Crown Distribution owns 66.67% and Foreland owns 33.33% of
CAT, LLC.
Principles of Consolidation - The consolidated financial statements
include the accounts of the Company and its wholly or majority-owned
subsidiaries. All significant inter-company transactions have been
eliminated in consolidation.
NOTE 2 - SUBSEQUENT EVENT/ EFFECT OF THE SETTLEMENT AGREEMENT
Pursuant to the Settlement Agreement with MCNIC Pipeline & Processing
Company ("MCNIC"), dated October 16, 2002, the judgment, accrued
interest, and certain other liabilities were released. This includes
(1) $14,935,222 recorded on the balance sheet as Line of Credit to
related parties; (2) $9,304,378 recorded on the balance sheet as
accrued interest principally due to related party; and (3) $5,325,723
recorded on the balance sheet as Long Term debt to related party.
Because this transaction occurred in the fourth quarter, the effect of
the Settlement Agreement, which is estimated to result in a gain, will
be reflected in the Annual Report on Form 10K.
9
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 3 - CAPITAL TRANSACTIONS
Preferred Stock - The Company is authorized to issue 1,000,000
preferred shares, par value $.005 per share. The Company issued and has
outstanding 500,000 shares of its Series A Cumulative Convertible
Preferred Stock ("Series A Preferred"). Each share of Series A
Preferred is convertible at the option of its holder, at any time, into
8.57 shares of common stock of the Company. Dividends accrue on the
outstanding Series A Preferred at the rate of 8% per annum and may be
paid through cash or common shares of the Company at the option of the
holder. Subject to the holder's right to convert the Series A
Preferred, the Company may redeem the Series A Preferred at any time
from the date on which it is issued at a percentage of the Series A
Preferred's stated value of $10 per share; 130% of stated value if
redemption occurs within thirty-six months of the date of issuance,
115% of stated value if redemption occurs between thirty-six and
forty-eight months after the date of issuance, 110% of stated value if
redemption occurs between forty-eight and sixty months after the date
of issuance, and 100% if redemption occurs thereafter. The holder of
the Series A Preferred may also require the Company to redeem the
Series A Preferred after the eighth anniversary of the Series A
Preferred's issuance. The holders of the Series A Preferred shall have
the right, but shall not be obligated, to appoint 20% of the Company's
Board of Directors. The Company may not alter the rights and
preferences of the Series A Preferred, authorize any security having
liquidation preference, redemption, voting or dividend rights senior to
the Series A Preferred, increase the number of Series A Preferred,
reclassify its securities or enter into specified extraordinary events
without obtaining written consent or an affirmative vote of at least
75% of the holders of the outstanding shares of the Series A Preferred
stock. All voting rights of the Series A Preferred expire upon the
issuance by the Company of its notice to redeem such shares. The shares
of common stock issuable upon conversion of the Series A Preferred are
subject to adjustment upon the issuance of additional shares of the
Company's common stock resulting from stock splits, share dividends,
and other similar events as well as upon the issuance of additional
shares or options which are issued in connection with the Company's
equity investment or as compensation to any employee, director,
consultant, or other service provider of the Company or any subsidiary,
other than options to acquire up to 5% of the Company's common stock at
or less than fair market value. In conjunction with the issuance of the
preferred stock described above, the Company issued a warrant to the
holders of the preferred stock. The fair value of the warrant at the
date of issuance was estimated to be $283,019 and was recorded to
additional paid-in capital and as a reduction to the stated value of
the preferred stock. The reduction in preferred stock is being accreted
over the five-year period from the date of issuance to the earliest
exercise date of the warrant. Upon the fifth anniversary of the
issuance of the preferred stock, the warrant becomes exercisable, at
$.002 per share, into the number of common shares of the Company equal
to (a) $5,000,000 plus the product of (i) $5,000,000 multiplied by (ii)
39% (internal rate of return) multiplied by (iii) 5 years
($14,750,000), minus (b) the sum of (i) all dividends and other
distributions paid by the Company on the preferred stock or on the
common stock received upon conversion of the preferred stock plus (ii)
the greater of the proceeds from the sale of any common stock received
by the holder upon the conversion of the preferred stock prior to the
fifth anniversary date or the Terminal Value (as defined) of such
common stock sold before the fifth anniversary plus (iii) the terminal
value of the preferred stock and common stock received upon conversion
of the preferred stock then held, divided by (c) the fair market value
of the Company's common stock on a weighted average basis for the 90
days immediately preceding the fifth anniversary date of the issuance
of the preferred stock. Terminal Value is defined as the sum of (i) the
shares of common stock into which the preferred stock then held is
convertible, plus (ii) shares of common stock received upon conversion
of preferred stock, multiplied by the fair market value of the
Company's common stock on a weighted average basis for the 90 days
immediately preceding the fifth anniversary date of the issuance of the
preferred stock. The warrants will expire in 2007. As disclosed in the
Company's Annual Report for the year ended December 31, 2001, the
Series A Preferred Stock was purchased in November 2001 by Manhattan
Goose, L.L.C. ("Manhattan Goose"), an entity in which Messrs, Jay
Mealey and Andrew W. Buffmire own interests. Mr. Mealey is Chief
Executive Officer and a director of the Company. Mr. Buffmire is a
director of the Company. Also, as disclosed in the Annual
10
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 3 - CAPITAL TRANSACTIONS (continued)
Report, Manhattan Goose was issued $200,000 of accrued dividends in the
form of common stock dividends amounting to 13,793,103 shares of common
stock.
NOTE 4 - COMMON STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK
At September 30, 2002 and December 31, 2001, common stockholders'
equity and redeemable preferred stock consists of the following:
2002 2001
------------- --------------
Redeemable preferred stock - $.005 par value;
1,000,000 shares authorized; $10.00 stated value;
500,000 Series A cumulative convertible shares issued
and outstanding; original estimated fair value of
$4,716,981, accretion of $42,453 and $56,604 for the
periods ended September 30, 2002 and December 31, 2001,
respectively, toward the stated value of $5,000,000 $ 4,995,284 $ 4,952,831
Common stockholders' equity:
Common stock, $.02 par value; 50,000,000 shares authorized;
26,482,388 and 13,635,581 shares issued and outstanding
at September 30, 2002 and December 31, 2001, respectively $ 529,647 $ 272,711
Additional paid-in capital 3,966,815 4,915,370
Stock warrants outstanding; 683,750 at
September 30, 2002 and December 31, 2001 243,574 243,574
Common stock subscription receivable from officers 0 (549,166)
Accumulated deficit (31,783,129) (32,876,668)
------------- --------------
Total $ (27,043,093) $ (27,994,179)
============= ==============
NOTE 5 - PROFIT/LOSS PER SHARE
The following table is a reconciliation of the net loss numerator of
basic and diluted net loss per common share for the nine months ended
September 30, 2002 and September 30, 2001:
2002 2001
----------------------------- -----------------------------
Profit (Loss) Per Share Loss Per Share
------------ --------- ------------ ---------
Net Profit (Loss) $ 1,093,539 $ (2,399,852)
Redeemable preferred
stock dividends and accretion (342,453) (342,453)
------------ ------------
Net profit (loss) attributable to
common stockholders $ 751,086 $ 0.03 $ (2,742,305) $ (0.20)
============ ========= ============ =========
11
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 5 - LOSS PER SHARE (continued)
2002 2001
----------------------------- -----------------------------
Profit (Loss) Per Share Loss Per Share
------------ --------- ------------ ---------
Weighted average common
shares outstanding -
basic and diluted 24,447,757 13,635,581
---------- ----------
The Company had at September 30, 2002 and December 31, 2001,
incremental options and warrants to purchase, computed under the
treasury stock method, 3,163,148 shares of common stock that were not
included in the computation of diluted earnings (loss) per share
because their effect was anti-dilutive. The Company also has preferred
stock outstanding at September 30, 2002 and December 31, 2001 which is
convertible into approximately 4,300,000 shares of common stock that
was not included in the computation of diluted earnings per share as
its effect was anti-dilutive. Accordingly, diluted earnings per share
does not differ from basic earnings. As of September 30, 2002, there
were dividend arrearages in the amount of $1,300,000 on the Company's
preferred stock. Pursuant to the designations and preferences of the
preferred stock, the foregoing arrearages could be satisfied, at the
option of the holder, by the issuance of shares of the Company's common
stock in lieu of cash payments at the "fair market value" of the common
stock as defined in the designations and preferences. As of September
30, 2002, approximately 88,255,261 shares of common stock could have
been issued at the then "fair market value" in satisfaction of the
preferred stock dividend arrearages.
NOTE 6 - BAD DEBT RECOVERY ON ACCOUNTS PREVIOUSLY ALLOWED FOR
During the nine months ended September 30, 2002 the Company collected
on significant receivables it had provided an allowance for in a prior
year in the amount of $1,396,531. The Company has recognized this
collection through operations as a bad debt recovery.
NOTE 7 - GAIN ON DIVESTITURE OF INTEREST IN AFFILIATE
Pursuant to the Settlement Agreement with MCNIC the Company assigned to
MCNIC all of its interest in Crown Ridge, and MCNIC relieved CAC of its
promissory note obligation and accrued interest of $2,998,176 which the
Company has recognized as a gain in the statement of operations.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company's financial
condition, results of operations and related matters includes a number of
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.
Forward-looking statements include, by way of illustration and not limitation,
statements containing the words "anticipates", "believes", "expects", "intends",
"future" and words of similar import which express, either directly or by
implication, management's beliefs, expectations or intentions regarding the
Company's future performance or future events or trends which may affect the
Company or its results of operations.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors, including but not limited to changes in
economic conditions generally or with respect to the Company's asphalt products
market in particular, new or increased governmental regulation, increased
competition, shortages in labor or materials, delays or other difficulties in
shipping or transporting the Company's products, continued or additional
technical or operational uncertainties and difficulties at the facility of Crown
Asphalt Ridge, L.L.C. ("Crown Ridge"), difficulties in integrating the Company's
joint venture and acquisition related businesses and other similar risks
inherent in the Company's operations or in business operations generally. Any
such risks or uncertainties, either alone or in combination with other factors,
may cause the actual results, performance or achievements of the Company to
differ materially from its anticipated future results, performance or
achievements (which may be expressed or implied by such forward looking
statements). Consequently, the following management's discussion and analysis,
including all forward-looking statements contained therein, is qualified and
limited by the foregoing cautionary factors. Interested persons are advised to
consider all forward-looking statements within the context of such cautionary
factors.
Liquidity and Capital Resources
On September 30, 2002, the Company had cash and other current assets of
$8,102,856 as compared to cash and other current assets of $5,502,842 at
December 31, 2001. The increase of $2,600,014 was generally due to the increase
in accounts receivable attributable to asphalt sales in the third quarter of
2002. However, on September 30, 2002, the Company's working capital deficit (the
excess of current liabilities over current assets) increased to $23,924,492, as
compared to $21,648,922 on December 31, 2001. Current liabilities of
$26,849,119, long-term debt of $5,325,723 and a reduction of current assets of
$700,000 as of September 30, 2002 were subsequently released as part of the
Settlement Agreement dated October 16, 2002, thus significantly improving the
Company working capital and liquidity. Together CAPCO and Crown Distribution
accounted for most of the Company's cash and other current assets. As of
September 30, 2002, CAPCO and Crown Distribution had cash and other current
assets of approximately $7,680,439, consisting primarily of $1,046,557 in cash,
$1,212,810 in inventory and $4,557,210 in accounts receivable, excluding related
party balances. The Company's business is capital intensive and requires a
working capital credit facility to operate efficiently. The Company has not had
such a credit facility since 1999, which has resulted in lowered profitability.
Until 1999, MCNIC provided loans to Crown Distribution for inventory purchases
and general working capital requirements. As of September 30, 2002, those loans
had a principal balance of $14,935,222, but such amount was released on October
16, 2002 as a result of the Settlement Agreement.
As previously disclosed in the Company's public filings, the Company
and MCNIC and certain of its affiliated corporations and officers were engaged
in litigation and/or arbitration concerning the collection of MCNIC's loans to
the Company and other matters since March of 2000. As previously disclosed in
the Company's Annual Report for the year ended December 31, 2001, Crown
Distribution was found to owe MCNIC the amount of $14,953,222 plus accrued
interest of $4,884,401 (the "Damages Award") and the Company and its
subsidiaries were found to owe $2,609,519 (the "Fee Award"). Crown Distribution
also owed MCNIC an additional $5,325,723 at September 30, 2002, with respect to
the preferential capital contribution (the "Preferential Capital Contribution")
that funded Crown Distribution's acquisition of the assets of PSAC.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
On October 16, 2002 the Company and MCNIC, executed a Settlement
Agreement, by which the Company and MCNIC agreed to settle all pending claims,
litigation and arbitration matters between them. In accordance with the terms of
the Settlement Agreement, the Company paid $1.3 million to MCNIC in exchange for
MCNIC's 49.9% interest in Crown Distribution, all of MCNIC's rights under the
Damages Award, the Fee Award and the Preferential Capital Contribution including
all accrued interest, and all of MCNIC's interests under any loan by MCNIC to
Crown Distribution as well as any underlying mortgages, liens, or security
interest in any asset of Crown Distribution. This Settlement Agreement is also
discussed in more detail in Part II Item 1. Legal Proceedings.
It should be noted that as a result of the Settlement Agreement on
October 16, 2002 (as discussed in Part II - Item I. Legal Proceedings), Crown
was released from certain liabilities contained in the presented Balance Sheet.
These items are as follows: (1) the Line of Credit to related parties for
$14,935,222; (2) the accrued interest payable to related parties of $9,304,378;
(3) the long term debt to related parties of $5,325,723; and (4) the accrued
arbitration costs of $2,609,519. Other current assets in the amount of $700,000
will also be effected.
Crown Distribution has continued to accrue interest expense on the
loans owed to MCNIC and Preferred Contributions for its asphalt distribution
business. For the nine months ended September 30, 2002, $1,990,571 of interest
expense has been recorded. As noted, on October 16, 2002 the Company and its
joint venture partner in Crown Distribution, MCNIC, executed a the Settlement
Agreement that is discussed in more detail in Part II Item 1. Legal Proceedings.
Pursuant to this Settlement Agreement the interest amount of $1,990,571 recorded
in the nine months ended September 30, 2002 will be forgiven.
As part of the March Agreement, the Company assigned to MCNIC all of
its interest in Crown Ridge. In return, the promissory note from CAC to MCNIC
was relieved and has been recognized as a gain on divestiture of affiliate in
the statement of operations; and MCNIC paid the judgment obtained by Morrison
Knudsen (the "MK Judgment") against CAC in its capacity as operator of Crown
Ridge and indemnified the Company against the MK Judgment. The Company will have
no further costs or interests in Crown Ridge. See Part II, Item 1. Legal
Proceedings.
The Company's business requires a large amount of working capital to
purchase and store inventory and for accounts receivable and general operations.
The Company does not have adequate working capital to operate its business
currently and must rely on outside third party sources to finance that
requirement. The Company has not had outside working capital financing since
1999. Although the Settlement Agreement results in the release of much of the
encumbrance on the Company's assets, it will be very difficult to obtain the
working capital needed to operate the business. The Company is exploring all
avenues to obtain working capital financing including supplier financing,
throughput arrangements and joint ventures with industry participants, facility
leasing and conventional bank financing, however there can be no assurance that
such financing can be obtained. Failure by the Company to obtain the necessary
working capital financing would have a significant negative impact on its future
operations and may result in a shut down of the operations and sale of the
Company's assets.
The Company remains open to other asphalt related business
opportunities to complement its existing asphalt distribution capabilities.
There can be no assurance that the Company can obtain additional capital
financing required to finance such transactions on acceptable terms and
conditions.
The Company has a portion of its accounts receivable subject to the
risks and uncertainties of litigation (see Part II, Item 1. Legal Proceedings)
and subject to related collection risks. The Company is seeking other ways to
finance its working capital requirements, but there can be no assurance that
such working capital financing can be secured by the Company. In the event that
the Company is unable to collect its current accounts receivables, or the
Company is unable to secure the necessary working capital financing for its
operations from third party sources, or if the Company's operating losses and
working capital deficits continue, or if the Company is unable to recoup the
losses, the Company may not have sufficient capital to operate through 2002.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Accounting Policies
Inventory consists principally of refined products and chemical
supplies, which are valued at the lower of cost (computed on a first in, first
out basis) or market.
Revenue recognition for sales of product is recognized when a contract
is executed or a valid purchase order has been received, product has been
shipped, the selling price is fixed or determinable, and collectibility is
reasonably assured.
Property, plant and equipment are recorded at cost and are depreciated
over the estimated useful lives of the related assets. Depreciation is computed
using the straight - line method for financial reporting purposes. The estimated
useful lives of property, plant, and equipment are as follows:
Plant and improvements and tankage 10-30 years
Equipment 7 years
Vehicles 5 years
Computer equipment, furniture and fixtures 3 years
Financial instruments which potentially subject the Company to
concentration of credit risk consist primarily of receivables. In the normal
course of business, the Company performs ongoing credit evaluations of its
customers and maintains allowances for possible losses which, when realized,
have been within the range of management's expectations.
The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant credit
risk on cash and cash equivalents.
Results of Operations
For the three month period ending September 30, 2002 compared to the
three month period ending September 30, 2001
Total revenue decreased from $15,539,700 for the three month period
ended September 30, 2001 to $9,015,384 for the three month period ended
September 30, 2002, a decrease of $6,524,316. Cost of sales decreased from
$12,757,549 for the same period in 2001 to $7,741,964 for the same period in
2002, a decrease of $5,015,585. The decrease in revenues was primarily the
result of a decrease in sales volume of approximately 36,218 tons. The decrease
in cost of sales is primarily the result of the reduced volume of asphalt sold.
The overall volume decrease is due to financing constraints which did not allow
for the additional purchase of additional asphalt in the Quarter.
General and administrative expenses decreased from $926,719 for the
three month period ended September 30, 2001 to $750,151 for the three month
period ended September 30, 2002, a decrease of $176,568. This decrease is
primarily due to decreased legal expenses. $548,785 of bad debt recovery was
recorded as described in Note 6.
Net other income/expenses decreased from an expense of $1,812,657 for
the three month period ended September 30, 2001 to $767,760 for the three month
period ended September 30, 2002, a decrease of $1,044,897. This decrease is
primarily due to an interest charge recorded in 2001 for $1,164,574 applicable
to the Damages Award. Interest included in other income/expense that is related
to the Damages Award and Preferred Capital Contribution for its asphalt
distribution business is $670,815 for the three months ending September 30,
2002. This amount is partially offset by interest income and other income of
$5,311.
Minority interest of $9,167 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
For the nine month period ended September 30, 2001, compared to the
nine months ended September 30, 2000
Total revenue decreased from $23,185,290 for the period ended September
30, 2001 to $15,667,841 for the period ended September 30, 2002, a decrease of
$7,517,449. Cost of sales also decreased from $20,331,211 for the period ended
September 30, 2001 to $14,740,129 for the period ended September 30, 2002, a
decrease of $5,591,082. The decrease in revenues was primarily due to a
reduction in sales volume of approximately 42,201 tons. The decrease in cost of
sales is primarily the result of lower asphalt sales volume. The lower asphalt
sales volume are a result of financing restraints which would not allow for
additional purchases of asphalt to market.
General and administrative expenses decreased from $2,518,780 for the
period ended September 30, 2001 to $2,027,491 for the period ended September 30,
2002, a decrease of $491,289. This decrease is primarily due to decreased legal
expenses and labor efficiencies. Bad debt recovery of $1,396,531, was recorded
as described in Note 6.
Net other income/expenses decreased from an expense of $2,749,283 for
the period ended September 30, 2001 to income of $767,118 for the period ended
September 30, 2002, an expense decrease of $3,516,401. The 2002 total was
comprised of $1,990,571 interest related to the Damages Award and the
Preferential Capital Contribution, $25,513 loss on disposition of assets, and
other interest costs of $223,819. This amount is offset by a gain on divestiture
of the Crown Ridge interest to MCNIC as described in Note 7 of $2,998,176, and
interest income and other income of $8,845.
Minority interest of $29,669 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.
16
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company does not believe it is subject to the material risks of
loss related to certain market risks, such as interest rate risks, foreign
currency exchange rate risks or similar risks, and therefore the Company does
not engage in transactions, such as hedging or similar transactions in
derivative financial instruments, intended to reduce its exposure to such risks.
However, the Company is subject to general market fluctuations related to the
purchase of its basestock asphalt and may suffer reduced operating margins to
the extent its increased costs are not passed through to its customers. Such
prices generally fluctuate with the price of crude oil. The Company was
prevented in certain contracts with MCNIC from utilizing any hedging strategies
to minimize any market price changes. The Company believes the inability to
protect itself from market fluctuations may negatively impact its profit
margins.
The Company is also subject to certain price escalation and
de-escalation clauses in its asphalt distribution sales contracts. The Company
supplies asphalt to projects in certain states where regulations provide for
escalation and de-escalation of the price for such asphalt relative to the price
difference from the time the project is awarded to the successful bidding
company and the time the project is completed. The Company includes such
de-escalation risk into its bid process and does not believe it has material
exposure to risk resulting from these regulations.
17
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURES ABOUT CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Based on their evaluations as of a date within 90 days of the filing
date of this report, the principal executive officer and principal financial
officer of the Company have concluded that the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act) are effective to ensure that information required to be disclosed
by the Company in reports that the Company files or submits under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC.
(b) Changes in internal controls
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these internal controls
subsequent to the date of their most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
18
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
In late July and August, 2001, the Company participated in a binding
arbitration proceeding (the "Arbitration") in Salt Lake City, Utah against
MCNIC, its related entities and certain of their officers. The Arbitration
addressed all claims previously asserted between the parties either in the Third
Judicial District Court of Salt Lake County in a proceeding entitled MCNIC
Pipeline & Processing Company v. Crown Asphalt Distribution Civil No. 00904867
(the "State Action") and the proceeding filed in the United States District
Court for the District of Utah Central Division entitled Crown Energy
Corporation, et al. v. MCN Energy Group, Inc. et al., Civil No. 2CV-0583ST (the
"Federal Action"). In summary, in the State Action, MCNIC alleged that funds
previously advanced by it to Crown Distribution in an amount in excess of $14
million, plus interest, were immediately due and payable. MCNIC also sought the
appointment of a receiver for Crown Distribution's assets and sought to
foreclose on security interests in the assets of Crown Distribution.
In contrast, the Company asserted that the funds previously advanced to
Crown Distribution by MCNIC were part of a revolving credit facility which was
not due and payable at that time and from which Crown Distribution should be
able to make additional draws. Further, the Company sought recovery against
MCNIC, its related entities and certain of its officers under other causes of
action, including breach of fiduciary duties, economic duress, breach of implied
covenants of good faith and fair dealing, breach of contracts and intentional
interference with business relations.
On October 31, 2001, the Arbitrator issued a damages award (the
"Damages Award") in which he held that MCNIC's loans were due and payable with
interest accruing on such loans from 8% to 18%, depending upon the particular
loan involved. The decision also failed to find for the Company on its claims
against MCNIC, its related entities and officers. The Damages Award was
subsequently confirmed by the Third Judicial District Court of Salt Lake County,
State of Utah on February 7, 2002. The amount of the Damages Award as of
September 30, 2002, is $20,743,231.22, with interest accruing daily in the
amount of $5,102.84.
In addition, the Arbitrator awarded $2,609,518.69 in fees and costs
(the "Fee Award") to MCNIC against the Company and its related entities on a
joint and several basis. The Fee Award has yet to be confirmed by the
appropriate Utah state court and proceedings regarding it has been stayed as
further explained below.
On March 8, 2002, the Company and MCNIC, its related entities and
certain of its officers executed a settlement agreement (the "March Agreement").
Pursuant to the March Agreement, the Company transferred all of its interests in
Crown Ridge and the leases relating to the Asphalt Ridge properties to MCNIC.
In exchange for the assignment of the Crown Ridge interest, the Company
received (i) MCNIC's commitment to pay a previously entered judgment by Morrison
Knudsen (the "MK Judgment") and its indemnification of the Company from the MK
Judgment, (ii) the assignment from Crown Ridge of a 1% non-cost bearing,
overriding royalty interest in the sales proceeds received by Crown Ridge or its
successors and assigns from any products produced on the assigned leases of
"Tract A" at Asphalt Ridge and a 3% non-cost bearing, overriding royalty
interest in proceeds received by Crown Ridge or its successors and assigns from
any other lands which are currently leased by Crown Ridge or the Company, and
(iii) the mutual release between the parties of any known or unknown claims
between them relating to Crown Ridge, including the obligation of the Company to
pay the CAC Loan.
On October 16, 2002, the Company and its subsidiaries, CAC, CAPCO and
Crown Distribution, and its CEO, Jay Mealey ("Mealey"), (collectively, the
"Crown Parties") entered into a settlement agreement (the "Settlement
Agreement") with DTE Enterprises, Inc. as successor by merger to MCN Energy
Group ("MCN"), MCNIC Pipeline & Processing Company ("MCNIC"), Howard L. Dow III
("Dow") and William E. Kraemer ("Kraemer") (collectively the "MCN Parties") by
which the Crown Parties and the MCN Parties agreed to settle all pending claims,
litigation and arbitration matters between them.
19
In accordance with the terms of the Settlement Agreement, CAPCO paid
$1.3 million to MCNIC in exchange for (i) MCNIC's 49.9% interest in Crown
Distribution; (ii) all of MCNIC's rights under the damages judgment entered
February 7, 2002 as a result of previously disclosed arbitration with the MCN
Parties in the amount of $20,011,683.35 (the "Damages Judgment"); and (iii) all
of MCNIC's interests under any loan by MCNIC to Crown Distribution, as well as
any underlying mortgages, liens, or security interest in any asset of Crown
Distribution. CAPCO and Crown Distribution also agreed to fully indemnify MCNIC
for any claims and liabilities relating to Crown Distribution or CAPCO, or their
operations.
In addition, the Crown Parties stipulated to the entry of an order
confirming an arbitrator's award of fees, costs and expenses, dated February 5,
2002, and the entry of a conforming fee judgment in the amount of $2,409,518.69
against the Crown Parties (the "Fee Judgment"). The Fee Judgment, however, will
be deemed satisfied in full following the continued operation of the Crown
Parties' business in the ordinary course through January 15, 2003. The MCNIC
Parties agreed not to attempt to execute upon, or take other actions with
respect to, the Fee Judgment, during that period if the Crown Parties' business
is so operated.
The Settlement Agreement further provides that CAC assigned all of the
overriding royalty interests granted to it in the March Agreement to MCNIC in
exchange for a $100,000 credit against CAC's portion of the Fee Judgment.
On September 26, 2002, the Company's Gadsby terminal was issued
criminal citations by the Salt Lake City attorney's office for failing to report
a fire which had occurred in certain of the Company's equipment there and for
operating a public nuisance due to industrial odors which allegedly emanated
from the site. The issuing of the citations caused the lessor of the site to
indicate its intention to cancel the lease for the property. The Company is in
negotiations with both the city and the lessor regarding this matter and hopes
to reach a satisfactory accommodation with both parties. Due to the inherent
uncertainties in matters such as this, however, it is not possible to
definitively predict what outcome on this matter the Company will be able to
negotiate.
ITEM 2. Changes in Securities
None.
ITEM 3. Defaults upon Senior Securities
As noted elsewhere in this Report, as of September 30, 2002, there were
arrearages in the amount of $1,300,000 on the Company's preferred stock.
Pursuant to the designations and preferences of the preferred stock, the
foregoing arrearages could be satisfied, at the option of the holder, by the
issuance of shares of the Company's common stock in lieu of cash payments at the
"fair market value" of the common stock as defined in the designations and
preferences. As of September 30, 2002, approximately 88,255,261 shares of common
stock could have been issued at the then "fair market value" in satisfaction of
the preferred stock dividend arrearages.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
None.
20
ITEM 6. Exhibits and Report on Form 8-K
A. Exhibits:
Exhibit A Certification of Jay A. Mealey the President
and Chief Executive Officer of Crown Energy
Corporation.
Exhibit B Certification of Alan L. Parker the
Controller of Crown Energy Corporation.
B. Report on Form 8-K
Exhibit C 8-K filed October 31, 2002 describing the
Settlement Agreement between the Company and
its joint venture partner in Crown
Distribution, MCNIC.
21
PART III - SIGNATURES
Pursuant to the requirements 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.
CROWN ENERGY CORPORATION
(Registrant)
Date: November 14, 2002 By: /s/ Jay Mealey
------------------------------------
Jay Mealey, Chief Executive Officer
Date: November 14, 2002 By: /s/ Alan Parker
------------------------------------
Alan Parker, Controller
22
Exhibit A
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
IN COMPLIANCE WITH
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jay A. Mealey, President and Chief Executive Officer of Crown Energy
Corporation, hereby certify that the accompanying Form 10-Q of Crown Energy
Corporation fully complies with the requirements of section 13(a) or section
15(d) of the Securities and Exchange Act of 1934 and that the information
contained in the accompanying Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of Crown Energy
Corporation.
/s/ Jay Mealey
------------------------------------------
Name: Jay Mealey
Title: President and Chief Executive
Officer of Crown Energy Corporation
23
Exhibit B
CERTIFICATION OF CHIEF FINANCIAL OFFICER
IN COMPLIANCE WITH
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Alan L. Parker, Controller of Crown Energy Corporation, hereby
certify that the accompanying Form 10-Q of Crown Energy Corporation fully
complies with the requirements of section 13(a) or section 15(d) of the
Securities and Exchange Act of 1934 and that the information contained in the
accompanying Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of Crown Energy Corporation.
/s/ Alan Parker
------------------------------------------
Name: Alan Parker
Title: Controller of Crown Energy Corporation
24