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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, 2004
Commission file number 0-19365
CROWN ENERGY CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0368981
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1710 West 2600 South, Woods Cross, Utah, 84087
(Address of principal executive offices, zip code)
(801) 296-0166
(Registrant's telephone number, including area code)
Not applicable
----------------------------------------------------
(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 October 31, 2004.
CROWN ENERGY CORPORATION
INDEX
PAGE(S)
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2004
(unaudited) and December 31, 2003 3
Condensed Consolidated Statement of Operations for the Three
Months ended September 30, 2004 and 2003 (unaudited) and
Nine Months ended September 30, 2004 and 2003 (unaudited) 5
Condensed Consolidated Statement of Cash Flows for the Nine
Months ended September 30, 2004 and 2003 (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 17
ITEM 4. Controls and Procedures 18
PART II. Other Information
ITEM 1. Legal Proceedings 19
ITEM 2. Changes in Securities and Use of Proceeds 19
ITEM 3. Defaults upon Senior Securities 19
ITEM 4. Submission of Matters to a Vote of Security Holders 19
ITEM 5. Other Information 19
ITEM 6. Exhibits 20
Signatures 21
Certifications 22
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CROWN ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2004 December 31,
[unaudited] 2003
------------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 157,696 $ 1,089,862
Accounts receivable, net of allowance for uncollectible
accounts of $159,970 and $164,630, respectively 4,162,621 546,309
Inventory 1,476,880 636,809
Prepaid and other current assets 103,621 110,745
------------ ------------
Total Current Assets 5,900,818 2,383,725
PROPERTY PLANT, AND EQUIPMENT, Net 8,215,629 8,635,741
OTHER ASSETS 235,577 57,527
------------ ------------
TOTAL $ 14,352,024 $ 11,076,993
============ ============
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, 2004 December 31,
[unaudited] 2003
------------------ ------------
CURRENT LIABILITIES
Accounts payable $ 5,654,082 $ 1,592,949
Preferred stock dividends payable 1,700,000 1,400,000
Accrued expenses 133,588 105,685
Accrued interest 428,925 316,508
Long-term debt - current portion 821,975 483,245
------------ ------------
Total current liabilities 8,738,570 3,898,387
Long-term debt 2,193,973 2,165,577
Redeemable preferred stock 5,000,000 5,000,000
------------ ------------
Total liabilities 15,932,543 11,063,964
MINORITY INTEREST IN CONSOLIDATED
JOINT VENTURES 584,787 539,579
STOCKHOLDERS DEFICIT:
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 3,219,417 3,519,417
Stock warrants 186,256 186,256
Accumulated deficit (6,100,626) (4,761,870)
------------ ------------
Stockholders' deficit (2,165,306) (526,550)
------------ ------------
TOTAL $ 14,352,024 $ 11,076,993
============ ============
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,
------------------------------
2004 2003
---------- ----------
SALES, Net of demerits $7,562,272 $9,318,111
COST OF SALES 7,251,197 8,549,195
---------- ----------
GROSS PROFIT (LOSS) 311,075 768,916
GENERAL AND ADMINISTRATIVE EXPENSES (353,732) (374,990)
INCOME (LOSS) FROM OPERATIONS (42,657) 393,926
---------- ----------
OTHER INCOME (EXPENSES):
Interest income and other income 364 463
Interest expense (86,705) (70,727)
Total other income (expense), net (86,341) (70,264)
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTERESTS (128,998) 323,662
---------- ----------
INCOME TAX BENEFIT -- --
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED JOINT VENTURE 10,565 11,990
---------- ----------
NET INCOME (LOSS) $ (118,433) $ 335,652
REDEEMABLE PREFERRED STOCK
DIVIDENDS AND ACCRETION $ (100,000) --
---------- ----------
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (218,433) $ 335,652
========== ==========
NET INCOME (LOSS) PER COMMON SHARE basic and diluted: $ (0.01) $ 0.01
========== ==========
Weighted average common shares outstanding:
basic 26,482,388 26,482,388
diluted 26,482,388 31,693,159
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,
--------------------------------
2004 2003
------------ ------------
SALES, Net of demerits $ 11,013,696 $ 15,674,753
COST OF SALES 11,166,002 15,265,452
------------ ------------
GROSS PROFIT (LOSS) (152,306) 409,301
GENERAL AND ADMINISTRATIVE EXPENSES (990,494) (1,113,901)
Bad debt recovery on accounts previously allowed for -- 323,524
------------ ------------
INCOME (LOSS) FROM OPERATIONS (1,142,800) (381,076)
------------ ------------
OTHER INCOME (EXPENSES):
Interest income and other income 1,510 45,836
Interest expense (228,503) (203,740)
Total other income (expense), net (226,993) (157,904)
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTERESTS (1,369,793) (538,980)
------------ ------------
INCOME TAX BENEFIT -- --
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED JOINT VENTURE 31,037 39,412
------------ ------------
NET INCOME (LOSS) $ (1,338,756) $ (499,568)
REDEEMABLE PREFERRED STOCK
DIVIDENDS AND ACCRETION $ (300,000) $ (300,000)
============ ============
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (1,638,756) $ (799,568)
============ ============
NET INCOME (LOSS) PER COMMON SHARE BASIC AND DILUTED: $ (0.06) $ (0.03)
============ ============
Weighted average common shares outstanding:
basic 26,482,388 26,482,388
diluted 26,482,388 26,482,388
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,
--------------------------------
2004 2003
------------ ------------
Cash flows from operating activities:
Net income (loss) $ (1,338,756) $ (499,568)
Adjustments to reconcile net income (loss) to net cash used
by operating activities:
Amortization, depreciation and depletion 420,112 537,112
Recovery of doubtful accounts receivable -- (323,524)
Minority interest (31,037) (39,412)
Change in assets and liabilities:
Accounts receivable (3,616,312) (2,448,812)
Inventory (840,071) (761,144)
Prepaid and other assets (170,926) 83,822
Accounts payable 4,990,550 2,017,605
Accrued expenses and interest 140,320 120,433
------------ ------------
Total adjustments 892,636 (813,920)
------------ ------------
Net cash used in operating activities (446,120) (1,313,488)
------------ ------------
Cash flows used in investing activities:
Purchase of property and equipment -- (436,300)
------------ ------------
Cash flows used in financing activities:
Capital contributions from partners 76,245 54,456
Payments on long-term debt (562,291) (266,768)
------------ ------------
Net cash used in financing activities (486,046) (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,
--------------------------------
2004 2003
------------ ------------
Net Decrease in Cash: (932,166) (1,618,388)
Cash at Beginning of Period $ 1,089,862 $ 2,723,068
============ ============
Cash at End of Period $ 157,696 $ 1,104,680
============ ============
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest $ 126,195 $ 136,081
============ ============
Income taxes $ -- $ --
============ ============
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the period ended September 30, 2004:
We accrued dividends on preferred stock of $300,000.
We refinanced $929,417 of accounts payable to long-term debt through negotiated extended payment terms with the vendors.
For the period ended September 30, 2003 we accrued dividends on preferred stock of $300,000.
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 as of
September 30, 2004 and for the three and nine months ended September 30,
2004 and 2003 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, 2004, results of operations for the
three and nine months ended September 30, 2004 and 2003 and cash flows for
the nine months ended June 30, 2004, and 2003 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, 2003 Annual
Report on Form 10-K. The results of operations for the period ended
September 30, 2004, are not necessarily indicative of the operating results
for the full year.
Summary of Disputes - One outstanding complaint has been filed against us
by Geneva Rock Products, Inc. The foregoing action was described in detail
in our Annual Report on Form 10-K for the year ending December 31, 2003. On
October 13, 2004 an agreement was reached with Geneva Rock to settle the
litigation between the parties. This settlement will not result in any
material effect on the 2004 financials as they have been presented.
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 period ending September 30, 2004 and 2003.
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, 2004, 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. As disclosed in Note
5, on June 7, 2004, the Company entered into an agreement with an unrelated
asphalt distribution firm to organize a joint venture that will be owned
51% by the other firm and 49% by us. Substantially all of the Company's
asphalt business, operations and assets will be transferred to the joint
venture entity in consideration of a promissory note for $7.5 million, the
payment of which will be largely contingent upon the joint venture having
earnings sufficient to permit such payment, assumption of approximately
$2.3 million in liabilities, and a 49% interest in the joint venture
entity. The promissory note will be secured by the sold assets and
business. In addition, the other joint venture participant has provided the
joint venture with an operating line of credit through the end of calendar
year 2004, which may be extended in subsequent years at the election of our
joint venture partner. In anticipation of completing this transaction the
joint venture partner has advanced interim operating capital, secured by
the Company's inventory, work in progress, finished goods and accounts
receivable. The Company's continuance subsequent to the transaction will be
largely dependent on the success of the joint venture as payment of the
$7.5 million promissory note is contingent on earnings of the joint
venture. If the joint venture is unable to make payments on the promissory
note, the Company may not be able to continue in business. Formation of the
joint venture is contingent on a number of factors, including approval by
the Company's stockholders. The officers and directors have approved the
foregoing transaction. The principal stockholders and their affiliates
holding a majority of the issued and outstanding common stock have also
approved the foregoing transactions. In addition, the holder of the Series
A Preferred Stock has indicated that it intends to approve the transaction
and to waive its right to require the Company to redeem the preferred stock
at its stated value plus all accrued but unpaid dividends, or for
approximately $6.7 million as of September 30, 2004.
NOTE 2 - LONG-TERM DEBT
During 2004 we entered into extended payment arrangements with various
vendors for $863,033 to extend amounts due into equal monthly installments
over 3 years accruing interest at 4%.
NOTE 3 - CAPITAL TRANSACTIONS
Preferred Stock and Related Warrant- In 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 at $0.002 per
10
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS [Continued]
share an amount equal to 8% of the shares of common stock then outstanding
and reserved for issuance, or approximately 925,771 shares. In 2002, the
Series A Preferred Stock, the warrant, and all associated rights were
acquired by the Mealey Family Limited Partnership, which is the current
holder of the Series A Preferred Stock, the warrant, all associated rights,
and accrued dividends. Jay Mealey, our Chief Executive Officer, President
and a director, 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, 2003, and September 30, 2004, there were dividends
payable to the holder of the Series A Preferred Stock of $1.4 million and
$1.7 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, 2004, 170.0 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. The
holder of the Series A Preferred Stock may also require the Company to
redeem the Series A Preferred Stock after the eighth anniversary of the
Series A Preferred Stock's issuance. In addition, in the event of a sale of
all or substantially all of the Company's assets, or a merger or
consolidation in which control of the Company is transferred, may, at the
option of the Series A Preferred Stockholder, be treated as a liquidation,
thus resulting in the repurchase of the Series A Preferred Stock at its
stated value and all outstanding related dividends.
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.
11
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS [Continued]
NOTE 4 - PROFIT/ LOSS PER SHARE
Basic net loss per common share ("Basic EPS") is computed by dividing net
loss available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted net loss per common
share ("Diluted EPS") is computed by dividing net loss by the sum of the
weighted average number of common shares outstanding and the weighted
average dilutive common share equivalents then outstanding. The computation
of Diluted EPS does not assume exercise or conversion of securities that
would have an anti-dilutive effect. Common share equivalents consist of
shares issuable upon the exercise of options and warrants to purchase
common stock, the conversion of any convertible debentures and related
accrued interest, and shares issuable upon conversion of any preferred
stock.
We had at September 30, 2004, and September 30, 2003, incremental options
and warrants to purchase, 3,372,919 shares and 3,988,919 shares of common
stock, respectively, that were not included in the computation of diluted
earnings (loss) per share for the three and nine months ended September 30,
2004 and for the nine months ended September 30, 2003, because their effect
was anti-dilutive. We also had preferred stock outstanding at September 30,
2004, and September 30, 2003, which is convertible into approximately
4,285,000 shares of common stock that was not included in the computation
of diluted loss per share for the three and nine months ended September 30,
2004 and for the nine months ended September 30, 2003, as its effect was
anti-dilutive. Accordingly, diluted loss per share does not differ from
basic loss. As of September 30, 2004, there were preferred stock dividends
payable in the amount of $1,700,000. 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 October 31,
2004.
NOTE 5 - PROPOSED AGREEMENT FOR SALE OF ASSET
On June 7, 2004, the Company entered into an agreement with an unrelated
asphalt distribution firm to organize a joint venture that will be owned
51% by the other firm and 49% by us. Substantially all of the Company's
asphalt business, operations and assets will be transferred to the joint
venture entity in consideration of a promissory note for $7.5 million, the
payment of which will be largely contingent upon the joint venture having
earnings sufficient to permit such payment, assumption of approximately
$2.3 million in liabilities, and a 49% interest in the joint venture
entity. The promissory note will be secured by the sold assets and
business. In addition, the other joint venture participant will provide the
joint venture with an operating line of credit through the end of calendar
year 2004, which may be extended in subsequent years at the election of our
joint venture partner. In anticipation of completing this transaction the
joint venture partner has advanced interim
12
CROWN ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS [Continued]
operating capital, secured by the Company's inventory, work in progress,
finished goods and accounts receivable. Formation of the joint venture is
contingent on a number of factors, including approval by the Company's
stockholders. The officers and directors have approved the foregoing
transaction. The principal stockholders and their affiliates holding a
majority of the issued and outstanding common stock have also approved the
foregoing transactions. In addition, the holder of the Series A Preferred
Stock has indicated that it intends to approve the transaction and to waive
its right to require the Company to redeem the preferred stock at its
stated value plus all accrued but unpaid dividends, or for approximately
$6.7 million as of September 30, 2004.
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, 2004, we had cash and other current assets of $5.9
million, as compared to cash and other current assets of $2.38 million at
December 31, 2003. The increase of approximately $3.52 million was generally due
to an increase in accounts receivable and inventory, which is offset, by an
increase in accounts payable.
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 91% of our annual sales during the
quarters ended June 30 and September 30, 2003. Therefore, during these periods
we require large amounts of working capital to fund accounts receivables and
general operations. We have not had third party working capital financing since
1999 and we have been unable to obtain adequate financing on acceptable terms.
Our auditor's report on our financial statements for the year ended
December 31, 2003, as for prior years, contained an explanatory paragraph about
our ability to continue as a going concern. We have continued to suffer from
shortages of working capital needed to optimize operating economies and that has
threatened the survival of the Company. Given our financial condition,
generally, outside working capital funding requires personal guarantees, and our
officers and directors have been unwilling to provide such guarantees for our
benefit as a publicly-held company. As previously reported, our Board of
Directors approved the investigation of alternatives for a "going-private"
transaction. In order to ensure the survival of the Company and resolve its
working capital problems, the Board has approved the sale of all of its asphalt
manufacturing and distribution assets and related business. Formation of the
joint venture is contingent on a number of factors, including approval by the
Company's stockholders. The officers and directors have approved the foregoing
transaction. The principal stockholders and their affiliates holding a majority
of the issued and outstanding common stock have also approved the foregoing
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
transactions. In addition, the holder of the Series A Preferred Stock has
indicated that it intends to approve the transaction and to waive its right to
require the Company to redeem the preferred stock at its stated value plus all
accrued but unpaid dividends, or for approximately $6.7 million as of September
30, 2004.
On June 7, 2004, the Company entered into an agreement with an
unrelated asphalt distribution firm to organize a joint venture that will be
owned 51% by the other firm and 49% by us. Substantially all of the Company's
asphalt business, operations and assets will be transferred to the joint venture
entity in consideration of a promissory note for $7.5 million, the payment of
which will be largely contingent upon the joint venture having earnings
sufficient to permit such payment, assumption of liabilities, and a 49% interest
in the joint venture entity. The sold assets and business will secure the
promissory note. In addition, the other joint venture participant will provide
the joint venture with an operating line of credit through the end of calendar
year 2004, which may be extended in subsequent years at the election of our
joint venture partner. In anticipation of completing this transaction the joint
venture partner provided the Company with interim operating capital, secured by
the Company's inventory, work in progress, finished goods and accounts
receivable. Formation of the joint venture is contingent on a number of factors,
including approval by the Company's stockholders, a majority of which have
indicated that they intend to do so.
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
losses and working capital deficits continue, or if we are unable to recoup our
losses, we may not have sufficient capital to operate through 2004 and into
2005.
As of September 30, 2004, we had a working capital deficit of
approximately $2.64 million, an accumulated deficit of $6.1 million, and total
stockholders' deficit of $2.16 million.
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.
Failure of the Company to complete the foregoing transaction will have a
significant negative effect and could result in the failure of the Company.
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
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
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, periodically, 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, 2004, compared to the three
month period ending September 30, 2003
---------------------------------------------------------------------------
Total revenue decreased from $9,318,111 for the three-month period
ended September 30, 2003, to $7,562,272 for the three-month period ended
September 30, 2004, a decrease of $1,755,839. Cost of sales decreased from
$8,549,195 for the same period in 2003 to $7,251,197 for the same period in
2004, a decrease of $1,297,998. The decrease in revenues was primarily the
result of a decrease in sales volume of approximately 11,745 tons offset
partially by an increase in revenue per ton of approximately $13.94. The
decrease in tons is primarily due to contracted business start dates occurring
later in the asphalt paving season compared to the previous year, and some
projects being deferred to the 2005 paving season. The decrease in cost of sales
in the 2004 interim period is primarily the result of the reduced volume and
reduced facility operating costs predominately made up of salaries and wages
offset partially by an increase per ton in the cost of raw materials of
approximately $15.30.
General and administrative expenses decreased from $374,990 for the
three-month period ended September 30, 2003, to $353,732 for the three-month
period ended September 30, 2004, a decrease of $21,258. This decrease is
primarily due to a reduction in salaries and wages.
Net other income/expenses increased from an expense of $70,264 for the
three-month period ended September 30, 2003, to an expense of $86,341 for the
three-month period ended September 30, 2004, an increased expense of $16,077.
This increase is primarily due to interest expense on funds advanced on the
operating line of credit.
Minority interest of $10,565 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.
For the nine month period ending September 30, 2004, compared to the nine
month period ending September 30, 2003
---------------------------------------------------------------------------
Total revenue decreased from $15,674,753 for the nine-month period
ended September 30, 2003, to $11,013,696 for the nine-month period ended
September 30, 2004, a decrease of $4,661,057. Cost of sales decreased from
$15,265,452 for the same period in 2003 to $11,166,002 for the same period in
2004, a decrease of $4,099,450. The decrease in revenues was primarily the
result of a decrease in sales volume of approximately 27,045 tons partially
offset by an increase in revenue per ton of approximately $12.03 per ton. The
decrease in tons
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
is primarily due to a reduction in contracted business compared to the previous
year resulting from working capital uncertainties during the bidding process.
The decrease in cost of sales in the 2004 interim period is primarily the result
of reduced volume and reduced facility operating costs predominately made up of
salaries, wages and insurance offset partially by an increase per ton in asphalt
and asphalt blend stocks of approximately $10.48.
General and administrative expenses decreased from $1,113,901 for the
nine-month period ended September 30, 2003, to $990,494 for the nine-month
period ended September 30, 2004, a decrease of $123,407. This decrease is
primarily due to a reduction in salaries, wages and supplies. During 2003 a
recovery of a receivable that was allowed for in a prior year for $323,524 was
recorded as a bad debt recovery.
Net other income/expenses increased from an expense of $157,904 for the
nine-month period ended September 30, 2003, to an expense of $226,993 for the
nine-month period ended September 30, 2004, an increase of $69,089. This
increase is the result of increased interest expense of $24,763 and a dividend
received in 2003 in the amount of $42,611.
Minority interest of $31,037 represents Foreland's approximate 33%
interest in the loss of CAT, LLC.
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 de-escalation risk into our bid
prices and do not believe we have material exposure to risk resulting from these
regulations.
17
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.
18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 13, 2004 an agreement was reached with Geneva Rock Products
Inc. to settle the litigation between the parties. This settlement will not
result in any material effect on the 2004 financials as they have been
presented. No other changes have occurred see our Annual Report on Form 10K for
year ended December 31, 2003 for pending actions.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of June 30, 2004, there were arrearages in the amount of $1,700,000
on dividends on our preferred stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Memorandum of Understanding to Sell Asphalt Manufacturing and
Distribution Assets and Related Business
On June 7, 2004 the Company entered into a Memorandum of Understanding
with an unrelated asphalt company to form a new limited liability company to
purchase all of the Company's asphalt manufacturing and distribution assets and
related business. At closing of the transaction, the Company will own 49% of the
membership interest in the new limited liability company and the other asphalt
company will own the remaining membership interest. The new limited liability
company will purchase the assets and business for $7.5 million and will in
addition purchase the Company's current inventory. The purchase price will be
paid in the form of a six-year promissory accruing interest. The sold assets and
business will secure the promissory note. As part of the transaction, the other
member of the limited liability company will supply the working capital
financing to enable the new company to take advantage of off-season asphalt
purchase to fill the storage tank capacity.
19
ITEM 6. EXHIBITS
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 This filing
Pursuant to Rule 13a-14
- --------------------------------------------------------------------------------
31.02 31 Certification of Chief Financial Officer This filing
Pursuant to Rule 13a-14
- --------------------------------------------------------------------------------
32.01 32 Certification Pursuant to 18 U.S.C. Section This filing
1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer)
- --------------------------------------------------------------------------------
32.02 32 Certification Pursuant to 18 U.S.C. Section This filing
1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer)
20
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 15, 2004 By: /s/ Jay Mealey
----------------------------
Jay Mealey,
Chief Executive Officer
Date: November 15, 2004 By: /s/ Alan Parker
----------------------------
Alan Parker, Controller
21