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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
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 Identification No.)
of incorporation or organization)
1710 West 2600 South, Woods Cross, Utah, 84087
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(Address of principal executive offices, zip code)
(801) 296-0166
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(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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
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 $0.02 par value common stock
outstanding as of September 30, 2003.
CROWN ENERGY CORPORATION
INDEX
PAGE(S)
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets at September 30,
2003 (unaudited) and December 31, 2002 3
Condensed Consolidated Statement of Operations for the
Three Months ended September 30, 2003 and 2002
(unaudited) and the Nine Months ended September 30, 2003
and 2002 (unaudited) 5
Condensed Consolidated Statement of Cash Flows for the
Nine Months ended September 30, 2003 and 2002 (unaudited) 7
Notes to Unaudited Condensed Consolidated Financial Statements 9
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
ITEM 3. Quantitative and Qualitative Disclosures about
Market Risk 18
ITEM 4. Controls and Procedures 19
PART II. Other Information
ITEM 1. Legal Proceedings 20
ITEM 2. Changes in Securities and Use of Proceeds 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
Signatures 22
Certifications 23
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CROWN ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2003 December 31,
[unaudited] 2002
------------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 1,104,680 $ 2,723,068
Accounts receivable, net of allowance for uncollectible
accounts of $325,763 and $175,927 respectively 3,311,550 539,214
Inventory 1,365,250 604,106
Prepaid and other current assets 143,027 143,977
----------- -----------
Total Current Assets 5,924,507 4,010,365
PROPERTY PLANT, AND EQUIPMENT, Net 8,873,220 8,949,032
OTHER INTANGIBLE ASSETS, Net - 25,000
OTHER ASSETS 207,527 290,399
----------- -----------
TOTAL $15,005,254 $13,274,796
=========== ============
The accompanying notes are an integral part of these consolidated financial statements.
3
CROWN ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, 2003 December 31,
[unaudited] 2002
------------------ ------------
CURRENT LIABILITIES
Accounts payable $ 4,366,847 $ 2,349,242
Preferred stock dividends payable 1,300,000 1,000,000
Accrued expenses 237,521 192,878
Accrued interest 300,298 224,508
Long-term debt - current portion 451,244 423,585
----------- -----------
Total current liabilities 6,655,910 4,190,213
Long-term debt 2,485,151 2,442,673
Redeemable preferred stock 5,000,000 5,000,000
----------- -----------
Total liabilities 14,141,061 11,632,886
MINORITY INTEREST IN CONSOLIDATED JOINT VENTURES 529,426 507,575
STOCKHOLDERS EQUITY:
Stockholders' equity:
Common Stock $0.02 par value 50,000,000 shares
authorized 26,482,388 shares outstanding for
each period 529,647 529,647
Additional paid in Capital 3,619,417 3,919,417
Stock warrants 186,256 186,256
Accumulated deficit (4,000,553) (3,500,985)
----------- -----------
Stockholders' equity 334,767 1,134,335
----------- -----------
TOTAL $15,005,254 $13,274,796
=========== ===========
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,
-------------------------------
2003 2002
---------- ----------
SALES, Net of demerits $9,318,111 $9,015,384
COST OF SALES 8,549,195 7,741,964
---------- ----------
GROSS PROFIT 768,916 1,273,420
GENERAL AND ADMINISTRATIVE EXPENSES (374,990) (750,151)
Bad debt recovery on accounts previously allowed for -- 548,785
---------- ----------
INCOME FROM OPERATIONS 393,926 1,072,054
---------- ----------
OTHER INCOME (EXPENSES):
Interest income and other income 463 5,311
Interest expense (70,727) (747,558)
Gain/ (Loss) on Disposition of assets - (25,513)
---------- ----------
Total other income (expense), net (70,264) 767,760
---------- ----------
INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS 323,662 304,294
--------- ---------
DEFERRED INCOME TAX BENEFIT -- --
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED JOINT VENTURE 11,990 9,167
---------- ----------
NET INCOME $ 335,652 $ 313,461
---------- ----------
NET INCOME PER COMMON SHARE:
Basic and diluted $ 0.01 $ 0.01
========= ==========
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,
--------------------------------
2003 2002
----------- -----------
SALES, Net of demerits $15,674,753 $15,667,841
COST OF SALES 15,265,452 14,740,129
----------- -----------
GROSS PROFIT 409,301 927,712
GENERAL AND ADMINISTRATIVE EXPENSES (1,113,901) (2,027,491)
Bad debt recovery on accounts previously allowed for 323,524 1,396,531
----------- -----------
INCOME (LOSS) FROM OPERATIONS (381,076) 296,752
----------- -----------
OTHER INCOME (EXPENSES):
Interest income and other income 45,836 8,845
Interest expense (203,740) (2,214,390)
Gain/ (Loss) on Disposition of assets - (25,513)
Gain on Divestiture of Affiliate - 2,998,176
----------- -----------
Total other income (expense), net (157,904) 767,118
----------- -----------
(LOSS) INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS (538,980) 1,063,870
----------- -----------
DEFERRED INCOME TAX BENEFIT -- --
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED JOINT VENTURE 39,412 29,669
----------- -----------
NET INCOME (LOSS) $ (499,568) $ 1,093,539
----------- -----------
NET (LOSS) INCOME PER COMMON SHARE:
Basic and diluted $ (0.03) $ 0.04
=========== ===========
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,
----------------------------
2003 2002
----------- -----------
Cash flows from operating activities:
Net income (loss) $ (499,568) $ 1,093,539
Adjustments to reconcile net income (loss) to net cash used
by operating activities:
Amortization, depreciation and depletion 537,112 584,501
Recovery of doubtful accounts receivable (323,524) (1,049,362)
Gain on divestiture of affiliate - (2,998,176)
Loss on disposal of assets 25,713
Minority interest (39,412) (29,669)
Change in assets and liabilities:
Accounts receivable (2,448,812) (2,427,097)
Inventory (761,144) 145,212
Prepaid and other assets 83,822 (315,208)
Deposits on settlement option - (500,000)
Accounts payable 2,017,605 2,741,230
Accrued expenses and interest 120,433 1,998,075
----------- -----------
Total adjustments (813,920) (1,824,781)
----------- -----------
Net cash used in operating activities (1,313,488) (731,242)
----------- -----------
Cash flows used in investing activities:
Purchase of property and equipment (436,300) (577,673)
----------- -----------
Cash flows from financing activities:
Capital contributions from partners 61,263 54,456
Proceeds from borrowings of long term debt 400,000 --
Payments on long-term debt (329,863) (266,768)
----------- -----------
Net cash provided by (used in) financing activities 131,400 (212,312)
----------- -----------
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,
----------------------------
2003 2002
----------- -----------
Net Decrease in Cash: (1,618,388) (1,521,227)
Cash at Beginning of Period $ 2,723,068 $ 2,652,858
=========== ===========
Cash at End of Period $ 1,104,680 $ 1,131,631
=========== ===========
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest $ 136,081 $ 49,399
=========== ===========
Income taxes $ -- $ --
=========== ===========
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the period ended September 30, 2003 we accrued dividends on preferred stock of $300,000.
For the period ended September 30, 2002:
* We issued 13,793,103 shares of common stock to our preferred stockholders as a payment for
preferred stock dividends payable totaling $200,000.
* We accrued dividends on preferred stock of $300,000 and $28,302 of accretion on preferred stock.
* We acquired $23,627 of equipment through term financing.
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
We have prepared the accompanying consolidated financial statements without
an audit. In our opinion, all adjustments (which include only normal
recurring adjustments) necessary to present fairly our financial position
as of September 30, 2003, results of operations for the three and nine
months ended September 30, 2003 and 2002 and cash flows for the nine months
ended September 30, 2003, and 2002 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 our December 31, 2002 Annual
Report on Form 10-K. The results of operations for the period ended
September 30, 2003, are not necessarily indicative of the operating results
for the full year.
Summary of Disputes - Four outstanding complaints have been filed against
us. One filed by Geneva Rock Products, Inc., one filed by Oriental New
Investments, Ltd., one filed by S & L Industrial, and one filed by GATX
Financial Corporation. The first two of the foregoing actions were
described in detail in our Annual Report on Form 10-K for the year ending
December 31, 2002. The S & L Industrial and the GATX Financial Corporation
actions are discussed in more detail in Part II. Item 1. Legal Proceedings
of this report.
Organization - Crown Energy Corporation ("CEC") and its wholly-owned
subsidiary, 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 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.
Impairment of Long-Lived Assets - The Company reviews its long-lived assets
for impairment when events or changes in circumstances indicate that the
book value of an asset may not be recoverable. The Company evaluates, at
each balance sheet date, whether events and circumstances have occurred
which indicate possible impairment. The Company uses an estimate of future
undiscounted net cash flows of the related asset or group of assets over
the estimated remaining life in measuring whether the assets are
recoverable
Stock-Based Compensation - The Company accounts for stock options granted
to employees under the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations, and has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation." Accordingly, no compensation cost is recognized
in the financial statements when options granted under those plans have an
exercise price equal to or greater than the market value of the underlying
common stock on the date of grant. The Company granted no options during
the periods ending September 30, 2003 and 2002.
9
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS [Continued]
Going Concern - The accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going concern.
As of September 30, 2003, the Company had a working capital deficit, an
accumulated deficit and has had substantial recurring losses. The
consolidated operations of the Company have not had sustained profitability
and the Company has relied upon debt financing to satisfy its obligations.
These conditions raise substantial doubt about the ability of the Company
to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
The Company's ability to continue as a going concern is subject to the
attainment of profitable operations or obtaining necessary funding from
outside sources to fund its cash flow requirements to purchase inventory.
Management is attempting to secure financing for inventory purchases with
inventory suppliers or other financing institutions. There can be no
assurance that the Company will be successful in its attempts to obtain
financing for its inventory purchases. In addition, management is
continuing its plans to reduce overhead and other costs. Management is also
considering consolidation of manufacturing facilities to maximize operating
efficiency and margins on product sales. However, there can be no assurance
that management will be successful in these efforts.
NOTE 2 - LONG-TERM DEBT
During 2003 we entered into a financing arrangement with GE Capital for
$400,000 to finance an expansion of the emulsion facility at our Rawlins
facility to increase production capacity. The loan bears interest at 8.77%
is payable in equal monthly installments over 5 years, matures in June 2008
and is secured by property and equipment.
NOTE 3 - CAPITAL TRANSACTIONS
Preferred Stock and Related Warrant - In September 1997, we sold to an
unrelated third party for $5.0 million in cash 500,000 shares of $10
Series A Cumulative Convertible Preferred Stock and a warrant to purchase
925,771 shares of common stock at $0.002 per share. In February 2002, the
Series A Preferred Stock, the warrant, and all associated rights were
purchased from the original holder by Manhattan Goose, LLC, which was then
owned 32.5% by Jay Mealey, our Chief Executive Officer, President and a
director, and 67.5% by other directors and unrelated parties. During 2002,
we paid accrued dividends on the Series A Preferred Stock of $400,000 in
cash and $200,000 in 13,793,103 shares of common stock, or at $0.0145 per
share, the approximate market price on the date of payment. In November
2002, Jay Mealey acquired the other 67.5% membership interests in Manhattan
Goose and simultaneously conveyed all membership interests to the Mealey
Family Limited Partnership, which is the current holder of the Series A
Preferred Stock, the warrant, all associated rights, and accrued dividends.
Mr. Mealey owns 48.5% of the Mealey Family Limited Partnership and is its
general partner and his immediate family is its beneficiary.
As of December 31, 2002, and September 30, 2003, there were dividends
payable to the holder of the Series A Preferred Stock of $1.0 million and
$1.3 million, respectively. Future dividends of 8% per annum may, at the
election of the holder, be taken in cash or common stock. At the market
price of $0.01 per share as of September 30, 2003, 130.0 million shares of
common stock would have to be issued to satisfy the dividend payable. The
Series A Preferred Stock is convertible to 4,285,000 shares of common
stock, if so elected by the holder of the Series A Preferred Stock.
10
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS [Continued]
We currently have an authorized capital of 50.0 million shares of common
stock, of which approximately 26.5 million shares are issued and
outstanding and approximately 3.1 million shares are reserved for issuance
on the exercise of outstanding options and warrants, for a total of
approximately 29.6 million shares, excluding the shares issuable on
conversion of the Series A Preferred Stock, the payment in common stock of
dividends that may accrue in the future thereon, and exercise of the
warrant. Therefore, there are only approximately 20.4 million shares
available for issuance, and we could not satisfy all of our current
obligations under the Series A Preferred Stock on conversion or the payment
of dividends or on exercise of the warrant. We have not undertaken to
renegotiate with the Mealey Family Limited Partnership any of the terms of
the Series A Preferred Stock or the warrant, do not know whether we will
attempt to do so, and have not analyzed our obligations or responsibilities
if the Mealey Family Limited Partnership would elect to convert the Series
A Preferred Stock, demand payment of the dividends in common stock, or
exercise the warrant.
NOTE 4 - 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 three - and nine month
periods ended September 30, 2003 and September 30, 2002:
Nine Months Nine Months Three Months Three Months
2003 2002 2003 2002
------------------- --------------------- -------------------- --------------------
Loss Per Share Profit Per Share Profit Per Share Profit Per Share
---- --------- ------ --------- ------ --------- ------ ---------
Net Profit (Loss) ($499,568) $1,093,539 $335,652 $313,461
Redeemable preferred
stock dividends and
accretion (300,000) (328,302) (100,000) (100,000)
Add back stock dividends
and accretion -- 328,302 100,000 100,000
---------- ---------- ---------- -----------
Net profit (loss) attributable
to common stockholders ($799,568) ($0.03) $1,093,539 $0.043 $335,652 $0.01 $313,461 $0.01
Weighted average common
shares basic 26,482,388 24,447,757 26,482,388 26,482,388
Weighted average common
shares outstanding - basic
and diluted 26,482,388 29,658,528 31,693,159 31,693,159
11
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS [Continued]
We had at September 30, 2003, and December 31, 2002, incremental options
and warrants to purchase, 3,988,919 shares and 3,163,148 shares of common
stock, respectively, that were not included in the computation of diluted
earnings (loss) per share because their effect was anti-dilutive. We also
had preferred stock outstanding at September 30, 2003, and September 30,
2002, which is convertible into approximately 4,285,000 shares of common
stock that was not included in the computation of diluted loss per share as
its effect was anti-dilutive. Accordingly, diluted loss per share does not
differ from basic loss. As of September 30, 2003, there were preferred
stock dividends payable in the amount of $1,300,000. Pursuant to the
designations and preferences of the preferred stock, the holder of the
preferred stock can elect to require us to pay dividends accruing in the
future, by the issuance of common stock in lieu of cash payments at a price
generally equivalent to the trading price for our common stock in the
over-the-counter market, as detailed in the designations and preferences.
The market price for our common stock was $0.01 per share as of September
30, 2003.
NOTE 5 - BAD DEBT RECOVERY ON ACCOUNTS PREVIOUSLY ALLOWED FOR
During the three months ended September 30, 2003 the Company had no
collections on significant receivables it had provided an allowance for in
a prior year. During 2003 the Company has collected on significant
receivables it had provided for in a prior year in the amount of $323,524.
The Company has recognized this collection through operations as a bad debt
recovery.
NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Ethics" (FIN No. 46), which addresses consolidation by
business enterprises of variable interest entities. FIN No. 46 clarifies
the application of Accounting Research Bulletin No. 51, "Consolidated
Financial Statements", to certain entities in which equity investors do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN No. 46
applies immediately to variable interest entities created after January 31,
2003, and to variable interest entities in which an enterprise obtains an
interest after that date. It applies in the first fiscal year or interim
period beginning after June 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired before
February 1, 2003. In the event a variable interest entity is identified
this pronouncement may have a material impact on its financial condition or
results of operations.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN No. 45). FIN No. 45 requires
certain guarantees to be recorded at fair value, which is different from
current practice to record a liability only when a loss is probable and
reasonably estimable, as those terms are defined in FASB Statement No. 5,
"Accounting for Contingencies". FIN No. 45 also requires the Company to
make significant new disclosures about guarantees. The disclosure
requirements of FIN No. 45 are effective for the Company in the first
quarter of fiscal year 2003. FIN No. 45's initial recognition and initial
measurement provisions are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002. The Company's previous
accounting for guarantees issued prior to the date of the initial
application of FIN No. 45 will not be revised or restated to reflect the
provisions of FIN No. 45. The Company does not expect the adoption of FIN
No. 45 to have a material impact on its consolidated financial position,
results of operations or cash flows.
12
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS [Continued]
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.
This Statement is effective for contracts entered into or modified after
June 30, 2003, with certain exceptions, and for hedging relationships
designated after June 30, 2003. Management is currently evaluating the
effect of the adoption of SFAS No. 149.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
SFAS No. 150 requires that certain financial instruments, which under
previous guidance may have been accounted for as equity, must now be
accounted for as liabilities (or an asset in some circumstances). The
financial instruments affected include mandatory redeemable stock, certain
financial instruments that require or may require the issuer to buy back
some of its shares in exchange for cash or other assets and certain
obligations that can be settled with shares of stock.
This Statement is effective for all such financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003. SFAS 150 was
adopted in the quarter ended September 30, 2003 and did not have a material
impact on results of operations or financial position.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our 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 that express, either directly or by implication, management's
beliefs, expectations or intentions regarding our future performance or future
events or trends that may affect us or our 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 our 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 risk of loss of certain operating assets serving as collateral
to secure financing, and other similar risks inherent in our operations or in
business operations generally. Any such risks or uncertainties, either alone or
in combination with other factors, may cause our actual results, performance or
achievements to differ materially from our 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
At September 30, 2003, we had cash and other current assets of $5.9
million, as compared to cash and other current assets of $4.0 million at
December 31, 2002. The increase of approximately $1.9 million was generally due
to an increase in accounts receivable and inventory which is more than offset by
a corresponding increase in accounts payable, preferred stock dividends payable
and a decrease in cash used in operations.
Our business requires a large amount of working capital to fund raw
material purchases and accounts receivable. During the colder quarters ending
December 31 and March 31, we require working capital to purchase raw materials
when prices are typically at their annual low and store these materials until
they are processed and sold during the warmer summer months when most paving
occurs. As discussed below, in recent years we have not had sufficient working
capital to take advantage of low raw material prices during the winter months
and have, therefore, been required to fill our raw material needs in the warmer
summer months when prices are typically higher. We typically generate a large
majority of our sales during the warmer summer months. For example, during the
preceding year we generated approximately 85% of our annual sales during the
quarters ended June 30 and September 30, 2002. Therefore, during these periods
we require large amounts of working capital to fund accounts receivable and
general operations. We do not have adequate working capital to operate our
business currently and must rely on outside third-party sources to finance that
requirement. We have not had outside working capital financing since 1999 and,
to date, we have been unable to obtain adequate financing on acceptable terms,
and cannot assure that we will be able to. We continue to explore avenues to
obtain working capital financing, including supplier financing, through-put
arrangements, structured supply arrangements and joint ventures with industry
participants, facility leasing and conventional financing from commercial
sources. Given our financial condition, generally, outside working capital
funding requires significant equity and personal guarantees, that our officers
and directors are unwilling to provide for our benefit as a publicly-held
company. We do not believe that working capital financing will be available
because of our poor operating history and our corporate structure as a public
company. Failure to obtain the necessary working capital financing will likely
continue to have a significant negative impact on our future operations and may
make it unable for us to continue as a going concern.
A portion of our accounts receivable is subject to the risks and
uncertainties of litigation and related collection risks. In the event that we
are unable to collect our current accounts receivables, we are unable to secure
the necessary working capital line of credit for our operations, our operating
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
losses and working capital deficits continue, or if we are unable to recoup our
losses, we may not have sufficient capital to operate through 2003 and into
2004.
As of September 30, 2003, we had a working capital deficit of
approximately $0.7 million, an accumulated deficit of $4.0 million, and total
stockholders' equity of $334,767. Due to the seasonal nature of our business as
discussed above, our quarter end financial condition has typically been the best
at the end of the third quarter ending September 30 when the positive effects of
summer sales are most conspicuous and have not been offset by our results of
operations for the last quarter when sales decline substantially but operating
costs continue. We expect that our net loss of approximately $500,000 for the
nine months ended September 30, 2003, will increase by year end, correspondingly
increasing our accumulated deficit and reducing or eliminating our stockholders'
equity.
Our auditor's report on our financial statements for the year ended
December 31, 2002, as for prior years, contained an explanatory paragraph about
our ability to continue as a going concern. We continue to suffer from shortages
of working capital needed to optimize operating economies. Further, our
operating history and the prevailing current conditions in the investment
markets generally have made it difficult to obtain outside equity capital. Given
our financial condition, generally, outside working capital funding requires
significant equity and personal guarantees that our officers and directors are
unwilling to provide for our benefit as a publicly-held company. The market
price for our common stock has ranged from a low of $0.010 to a high of $0.025
during 2003, closing on September 30, 2003, at $0.01 per share, with actual
trades reported sporadically. The accounting and legal costs required to meet
regulatory and stockholder requirements associated with being a publicly held
company subject to the periodic reporting, proxy and other requirements under
the Securities Exchange Act along with the increased cost of insurance and other
burdens have become prohibitive and threaten the Company's survival. The
enactment of the Sarbanes-Oxley Act of 2002 and the adoption of related
regulations have increased the costs of compliance. These new laws and
regulations have also made it more difficult for us to attract qualified persons
as directors.
In view of the foregoing, in March 2003, our board of directors, which
includes affiliates of our principal stockholders, authorized management to
investigate available alternatives for a so-called "going private" transaction,
with the effect that we would become privately held by our current principal
stockholders, subject to satisfying various regulatory requirements. This
investigation included a review of available alternatives and their related
legal, financial, regulatory and related considerations. After careful
consideration of all the alternatives, the Board of Directors believes it is in
the best interest of the Company and its stockholders to become privately held
by its principal stockholders through a reverse stock split. Management is
seeking a third-party valuation of our Company and the interests of our minority
stockholders from a financial point of view. We continue to anticipate that a
proxy statement will be prepared to outline the terms of the reverse split and
will be forwarded to the shareholders in the near future. We recently engaged an
independent firm to advise our board of directors regarding valuation
considerations applicable to a possible going private transaction.
We continue to consider other asphaltrelated business opportunities to
complement our existing asphalt distribution capabilities. However, we
anticipate that many opportunities may require additional capital, and we cannot
assure that we can obtain additional capital required to finance such
opportunities on acceptable terms and conditions.
The consolidated operations of the Company have not sustained
profitability and the Company has relied on debt financing to satisfy its
obligations. The Company's ability to continue as a going concern is subject to
the attainment of profitable operations or obtaining necessary funding from
outside sources to fund its cash flow requirements to purchase inventory.
Management is attempting to secure financing for inventory purchases with
inventory suppliers or other financing institutions. There can be no assurance
that the Company will be successful in its attempts to obtain financing for its
inventory purchases. In addition, Management is continuing its plans to reduce
overhead and other costs, and continues to evaluate the manufacturing facilities
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
to maximize operating efficiency and margins on product sales. However, there
can be no assurance that Management will be successful in these efforts.
Critical 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
The Company reviews its long-lived assets for impairment when events or
changes in circumstances indicate that the book value of an asset may not be
recoverable. The Company evaluates, at each balance sheet date, whether events
and circumstances have occurred which indicate possible impairment. The Company
uses an estimate of future undiscounted net cash flows of the related asset or
group of assets over the estimated remaining life in measuring whether the
assets are recoverable
Financial instruments that 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 that, when realized, have
been within the range of management's expectations.
The Company maintains its cash in bank deposit accounts that, 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, 2003, compared to the three
month period ending September 30, 2002
Total revenue increased from $9,015,384 for the three-month period
ended September 30, 2002, to $9,318,111 for the three-month period ended
September 30, 2003, an increase of $302,727. Cost of sales increased from
$7,741,964 for the same period in 2002 to $8,549,195 for the same period in
2003, an increase of $807,231. The increase in revenues was primarily the result
of an increase in sales volume of approximately 6,947 tons and an increase in
the average selling price per ton of approximately $11.00 in the three-month
period. The increase in cost of sales in the 2003 interim period is primarily
the result of increased raw material base stock costs for the volume of sales.
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
General and administrative expenses decreased from $750,151 for the
three-month period ended September 30, 2002, to $374,980 for the three-month
period ended September 30, 2003, a decrease of $375,161. This decrease is
primarily due to decreased rent expense for our administrative offices and a
reduction in salaries and wages.
Net other income/expenses decreased from an expense of $767,760 for the
three-month period ended September 30, 2002, to an expense of $70,264 for the
three-month period ended September 30, 2003, a decrease of $697,496. This
decrease is primarily due to a reduction in interest expense subsequent to a
settlement with MCNIC Pipeline and Processing Company ("MCNIC") which was
included in our financial results for the three-month period ended September 31,
2002.
Minority interest of $11,990 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.
For the nine month period ended September 30, 2003, compared to the
nine-month period ended September 30, 2002
Total revenue increased from $15,667,841 for the period ended September
30, 2002 to $15,674,753 for the period ended September 30, 2003, an increase of
$6,912. Cost of sales increased from $14,740,129 for the period ended September
30, 2002, to $15,265,452 for the period ended September 30, 2003, an increase of
$525,323. The increase in revenues was primarily due to an increase in sales
volume of approximately 7,061 tons offset partially by a reduction in sales
revenue per ton of approximately $2.38. The increase in cost of sales during
2003 is primarily the result of increased raw material base stock costs for the
increased sales volume, offset partially by a reduction in overall costs due
primarily to a reduction in operating expenses of approximately $10.00/ton.
General and administrative expenses decreased from $2,027,491 for the
period ended September 30, 2002 to $1,113,901 for the period ended September 30,
2003, a decrease of $913,590. This decrease is primarily due to decreased legal
expenses, rent expense on the administrative offices and labor efficiencies.
Collection on a bad debt recovery in the amount of $323,524 was recorded as
described in Note 5 to the financial statements included in Item I of Part I of
this report.
Net other income/expenses decreased from income of $767,118 for the
period ended September 30, 2002 to an expense of $157,904 for the period ended
September 30, 2003, a decrease of $925,022. The 2002 total was comprised of
$1,990,571 interest related to the Company's credit facility and the
Preferential Capital Contribution for its asphalt distribution business. This
amount was offset by a non-recurring gain on the divestiture of the Crown Ridge
interest to MCNIC of $2,998,176 which was included in period ended September 30,
2002. Neither of these items reoccurred in the period ended September 30, 2003.
Interest income and other income of $45,836 were recorded during this period in
2003.
Minority interest of $39,412 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.
17
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We do not engage in transactions involving market risk sensitive
instruments intended to reduce our exposure to interest rate risks, foreign
currency exchange rate risks, commodity price risks or similar risks, and
therefore we do not believe we are subject to material market risks resulting
from such market rate sensitive instruments. However, we are subject to general
market fluctuations related to the purchase of base stock asphalt and may suffer
reduced operating margins to the extent our increased costs cannot be passed
through to our customers. Such prices generally fluctuate with the price of
crude oil.
We are also subject to certain price escalation and de-escalation
clauses in our asphalt distribution sales contracts. We supply 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. We factor such deescalation risk into our bid
prices and do not believe we have material exposure to risk resulting from these
regulations.
18
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures:
Based on their evaluations as 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 Securities and Exchange Commission.
(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 the most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
19
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 9, 2003, S & L Industrial filed legal action against us in the
Fifth Judicial District of Big Horn County, Wyoming. The action was removed to
the United States District Court for Wyoming on May 20, 2003. In the action, S &
L seeks to recover amounts that we offset against the purchase price of the
Rawlins, Wyoming facility in 1999 for items that were warranted by S & L
pursuant to the terms of the asset purchase agreement. S & L disputes our right
to offset such amounts and is seeking payment of $90,000, plus interest in the
amount of $45,705.38 accrued to March 24th, 2003, plus any other interest and
principal accrued to date via the legal action. On June 16, 2003, we answered S
& L's claim and asserted a counterclaim in the amount of $230,000 plus other
accruing costs, and we intend to vigorously contest S & L's claims. This legal
dispute is in its early stages and there can be no assurance that we will
ultimately prevail or what the outcome will be.
On May 22, 2003, GATX Financial Corporation filed a complaint against
us in the Third Judicial District Court of Salt Lake County, Utah. On June 19,
2003, we answered GATX's complaint and made a counterclaim. Terms of an
agreement to settle the matter have been agreed to between the parties and
formal documentation is being prepared as of the date of this Form 10Q.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of September 30, 2003, there were arrearages in the amount of
$1,300,000 on dividends on our preferred stock.
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: The following exhibits are included as part of this
report:
SEC
Exhibit Reference
Number Number Title of Document Location
------ --------- ----------------- --------
31.01 31 Certification of Chief Executive Officer
Pursuant to Rule 13a-14 This filing
31.02 31 Certification of Chief Financial Officer
Pursuant to Rule 13a-14 This filing
32.01 32 Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer) This filing
32.02 32 Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer) This filing
(b) Reports on Form 8-K: We did not file any reports on Form 8-K for
the quarter ended September 30, 2003.
21
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 19, 2003 By: /s/ Jay Mealey
-----------------------------------
Jay Mealey, Chief Executive Officer
Date: November 19, 2003 By: /s/ Alan Parker
-----------------------------------
Alan Parker, Controller
22