_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For Quarter Ended April 30, 2002
Commission File Number 0-8877
CREDO PETROLEUM CORPORATION
Colorado 84-0772991
(State of Incorporation) (IRS Employer Identification)
1801 Broadway, Suite 900 80202
Denver, Colorado (Zip Code)
(Address of principal
executive office)
303-297-2200
(Telephone Number)
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, net of treasury stock, as of May 31,
2002:
Common stock, $.10 par value - 3,283,000
Preferred stock, no par value - None issued
_____________________________________________________________
CREDO PETROLEUM CORPORATION
Index to Form 10-QSB
For Quarter Ended April 30, 2002
_____________________________________________________________
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets
As of April 30, 2002 (Unaudited) and October 31, 2001
Consolidated Statements of Operations and Changes in
Retained Earnings (Unaudited) For the Six and Three Month
Periods Ended April 30, 2002 and 2001
Consolidated Statements of Cash Flows (Unaudited)
For the Six Month Periods Ended April 30, 2002 and 2001
Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held on
March 14, 2002. The following matters, as described more fully
in the company's Proxy Statement, were approved by the
shareholders:
(1) The following Class III nominees for director were
elected:
For Withhold
--- --------
William N. Beach 2,694,290 8,162
Richard B. Stevens 2,694,175 8,277
(2) Hein + Associates LLP was approved as the independent
auditors of the Company for the fiscal year 2002. The
shareholders voted 2,683,453 for and 7,995 against this
appointment, with 11,004 abstentions.
(3) An amendment to the Company's 1997 Stock Option Plan was
approved that increased the number of shares authorized for
issuance under the Plan together with related matters. The
shareholders voted 1,525,590 for and 139,459 against this
amendment, with 16,690 abstentions and 1,020,713 broker
non-votes.
There were 471,572 non-votes for each matter voted upon.
____________________________________________
The consolidated financial statements included herein have been
prepared by the company without audit, and reflect all
adjustments which are, in the opinion of management, necessary
for a fair presentation of the financial position of the company
for the periods presented. Certain information and footnote
disclosures normally included in the financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted as allowed by the rules
and regulations of the Securities and Exchange Commission. These
financial statements should be read in conjunction with the
company's Form 10-KSB for the fiscal year ended October 31, 2001.
CREDO PETROLEUM CORPORATION
Consolidated Balance Sheets
A S S E T S
April 30, October 31,
2002 2001
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 938,000 $ 819,000
Short term investments 5,717,000 5,283,000
Receivables:
Trade 263,000 317,000
Accrued oil and gas sales 474,000 367,000
Other 77,000 241,000
----------- -----------
7,469,000 7,027,000
----------- -----------
OIL AND GAS PROPERTIES, net,
at cost, full cost method:
Unevaluated 1,980,000 1,549,000
Evaluated 6,901,000 7,120,000
----------- -----------
8,881,000 8,669,000
----------- -----------
EXCLUSIVE LICENSE AGREEMENT, net of
amortization of $117,000 in 2002
and $82,000 in 2001 583,000 618,000
----------- -----------
OTHER, net 178,000 156,000
----------- -----------
$17,111,000 $16,470,000
=========== ===========
L I A B I L I T I E S A N D
S T O C K H O L D E R S ' E Q U I T Y
CURRENT LIABILITIES:
Accounts payable $ 1,218,000 $ 1,126,000
Income taxes payable 26,000 110,000
----------- -----------
1,244,000 1,236,000
DEFERRED INCOME TAXES 2,030,000 1,935,000
----------- -----------
EXCLUSIVE LICENSE OBLIGATION,
less current portion of $44,000 456,000 456,000
----------- -----------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Preferred stock, without par value,
5,000,000 shares authorized,
none issued - -
Common stock, $.10 par value,
20,000,000 shares authorized,
3,678,000 shares issued 367,000 367,000
Capital in excess of par value 6,453,000 6,453,000
Retained earnings 7,464,000 6,927,000
Other comprehensive income (loss) (105,000) 14,000
Treasury stock, at cost,
423,000 shares in 2002 and
502,000 shares in 2001 (798,000) (918,000)
----------- -----------
13,381,000 12,843,000
----------- -----------
$17,111,000 $16,470,000
=========== ===========
See accompanying notes.
CREDO PETROLEUM CORPORATION
Consolidated Statements of Operations And Changes in
Retained Earnings - Unaudited
Six Months Six Months Quarter Quarter
Ended Ended Ended Ended
April 30 April 30 April 30 April 30
2002 2001 2002 2001
---------- ---------- ---------- ----------
REVENUES:
Oil and gas sales $2,177,000 $2,710,000 $1,131,000 $1,334,000
Operating 242,000 223,000 116,000 114,000
Investment income
and other 74,000 109,000 65,000 17,000
---------- ---------- ---------- ----------
2,493,000 3,042,000 1,312,000 1,465,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Oil and gas production 658,000 599,000 298,000 288,000
Depreciation, depletion
and amortization 558,000 364,000 292,000 181,000
General and
administrative 485,000 435,000 242,000 225,000
Interest 25,000 27,000 13,000 14,000
---------- ---------- ---------- ----------
1,726,000 1,425,000 845,000 708,000
---------- ---------- ---------- ----------
INCOME BEFORE
INCOME TAXES 767,000 1,617,000 467,000 757,000
INCOME TAXES (230,000) (485,000) (140,000) (227,000)
---------- ---------- ---------- ----------
NET INCOME 537,000 1,132,000 327,000 530,000
RETAINED EARNINGS,
BEGINNING OF PERIOD 6,927,000 4,925,000 7,137,000 5,527,000
---------- ---------- ---------- ----------
RETAINED EARNINGS,
END OF PERIOD $7,464,000 $6,057,000 $7,464,000 $6,057,000
========== ========== ========== ==========
BASIC NET INCOME
PER SHARE $ .17 $ .37 $ .10 $ .17
====== ====== ====== ======
DILUTED NET INCOME
PER SHARE $ .16 $ .35 $ .10 $ .16
====== ====== ====== ======
See accompanying notes.
CREDO PETROLEUM CORPORATION
Consolidated Statements of Cash Flows - Unaudited
Six Months Ended
April 30,
-------------------------
2002 2001
----------- -----------
OPERATING ACTIVITIES:
Net income $ 537,000 $ 1,132,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 558,000 364,000
Deferred income taxes 95,000 194,000
Changes in operating assets and liabilities:
Proceeds from short term investments 3,276,000 746,000
Purchase of short term investments (3,710,000) (842,000)
Trade receivables 54,000 (236,000)
Accrued oil and gas sales (107,000) (254,000)
Other 45,000 (85,000)
Accounts payable 92,000 265,000
Income tax payable (84,000) 5,000
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 756,000 1,289,000
----------- -----------
INVESTING ACTIVITIES:
Oil and gas properties, net (709,000) (1,445,000)
Changes in other long-term assets (48,000) 26,000
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (757,000) (1,419,000)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from exercise of stock options
(75,000 options in 2002 and 117,000 in 2001) 145,000 229,000
Purchase of treasury stock
(4,400 shares in 2002 and 5,000 in 2001) (25,000) (25,000)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 120,000 204,000
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 119,000 74,000
CASH AND CASH EQUIVALENTS:
Beginning of Period 819,000 484,000
----------- -----------
End of Period $ 938,000 $ 558,000
=========== ===========
See accompanying notes.
CREDO PETROLEUM CORPORATION
Management's Discussion and Analysis of Financial
Condition and Results of Operations
April 30, 2002
LIQUIDITY AND CAPITAL RESOURCES
The company's working capital and cash flow represent a
significant capital resource and source of liquidity. At April
30, 2002, working capital was $6,225,000, compared to $5,791,000
at October 31, 2001. Cash flow from operating activities before
working capital changes totaled $1,190,000 for the six months,
compared to $1,690,000 from the same period last year.
Existing working capital and anticipated cash flow are
expected to be sufficient to fund fiscal 2002 operations.
However, if the company were to make one or more major
acquisition during the coming year, bank borrowing, issuance of
additional stock, or other forms of debt financing would be
considered. Because earnings are anticipated to be reinvested in
operations, cash dividends are not expected to be paid in the
foreseeable future.
Pending deployment into oil and gas assets, cash is
primarily invested with professional money managers who
specialize in short-term timing of mutual funds. The average
return on the company's investments was 1% for the first half of
fiscal 2002 compared to 3% in the same period last year. The
lower investment return was due primarily to market conditions
during the first half of fiscal 2002 that limited investment
opportunities for the market timers which manage the bulk of the
company's investments.
Commitments for future capital expenditures were
approximately $300,000 at April 30, 2002. The timing of most
capital expenditures for exploration and development is
relatively discretionary. Therefore, the company can plan
expenditures to coincide with available funds in order to
minimize business risks.
PRODUCT PRICES, PRODUCTION AND OPERATIONS
Numerous uncertainties exist in the oil and gas exploration
and production industry which are beyond the company's ability to
predict with reasonable accuracy.
Gas price decontrol, the advent of an active spot market for
natural gas, changes in supply and demand for natural gas, and
weather patterns cause prices received by the company to be
subject to significant fluctuations. Gas prices generally
accelerate in peak demand periods such as the winter months and
subside during lower demand periods.
Significant world events and OPEC's production and pricing
policies influence OPEC and worldwide supply and demand and
prices for crude oil and petroleum products.
Although product prices are key to the company's ability to
operate profitably and to budget capital expenditures, they are
beyond the company's control and are difficult to predict. The
company periodically hedges the price of its oil and gas
production when the potential for significant downward price
movement is anticipated. Hedging transactions take the form of
forward, or "short", selling in the NYMEX futures market, and are
closed by purchasing offsetting "long" positions. Such hedges,
which are accounted for as cash flow hedges, do not exceed
anticipated production volumes, are expected to have reasonable
correlation between price movements in the futures market and the
cash markets where the company's production is located, and are
authorized by the company's Board of Directors. Hedges are
expected to be closed and gains or losses recognized for
financial reporting purposes as related production occurs.
However, hedges may be closed earlier if the anticipated downward
price movement occurs or if the company believes that the
potential for such movement has abated. All other futures
transactions are accounted for as speculative transactions and
gains and losses are immediately recognized.
The company's recent natural gas hedge data for months
subsequent to second quarter-end (May 2002 through February 2003)
shows 920 MMcfg hedged at an average NYMEX (Henry Hub, Louisiana
delivery point) price of $3.78 per Mcf. This represents
approximately 91% of the company's total estimated gas production
for those months. The hedge relates only to the company's
Oklahoma production where the "basis" for its pipeline index
prices is generally $.15 to $.30 below the Henry Hub.
The company recognizes all derivatives on the balance sheet
at fair value at the end of each period. Changes in the fair
value of a cash flow hedge are recorded in Other Comprehensive
Income on the Consolidated Balance Sheets and then are
reclassified into the Consolidated Statement of Earnings as the
underlying hedged item affects earnings. Amounts reclassified
into earnings related to natural gas hedges are included in oil
and gas sales. At April 30, 2002, net deferred losses of
approximately $150,000 ($105,000 net of tax) related to natural
gas hedging transactions were accumulated in Other Comprehensive
Income of which $1,000 were realized and $149,000 were
unrealized. Subsequent to second quarter-end, the hedge loss
reversed and recently showed a gain in excess of $300,000 of
which 97% was unrealized.
The following table sets forth the components of
Comprehensive Income for each of the periods presented:
Six Months Ended Three Months Ended
April 30, April 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Net Income $ 537,000 $1,132,000 $ 327,000 $ 530,000
Other comprehensive
income, net of tax:
Change in fair value
of derivatives (119,000) 61,000 (306,000) 1,000
---------- ---------- ---------- ----------
Comprehensive income $ 418,000 $1,193,000 $ 21,000 $ 531,000
========== ========== ========== ==========
Oil and gas sales volume and price comparisons for the indicated
periods are set forth below.
Six Months Six Months Percent Percent
Ended April 30, 2002 Ended April 30, 2001 Volume Price
-------------------- --------------------
Product Volume Price Volume Price Change Change
------- ------ ----- ------ ----- ------ ------
Gas (Mcf) 620,200 $ 2.96(1) 345,900 $ 5.99(3) + 79% - 51%
Oil (bbls) 17,900 $19.06 22,800 $28.02 - 21% - 32%
Three Months Three Months Percent Percent
Ended April 30, 2002 Ended April 30, 2001 Volume Price
-------------------- --------------------
Product Volume Price Volume Price Change Change
------- ------ ----- ------ ----- ------ ------
Gas (Mcf) 329,600 $ 2.90(2) 181,300 $ 5.80(4) + 82% - 50%
Oil (bbls) 8,300 $21.06 10,900 $26.06 - 24% - 19%
(1) Includes $.54 Mcf hedging gain.
(2) Includes $.45 Mcf hedging gain.
(3) Includes $.19 Mcf hedging gain.
(4) Includes $.37 Mcf hedging gain.
The company's growth strategy focuses on two core
projects drilling along the Anadarko Shelf of Oklahoma and
application of its patented Calliope gas recovery technology.
The 82% increase in second quarter natural gas production
resulted from new wells drilled late in fiscal 2001 and during
fiscal 2002. The primary contributor was the Glendena #1-5 well
which commenced sales in October of 2001 and has produced at
rates of 2.5 to 3.0 MMcfg per day for all of fiscal 2002. The
well is located on the company's 2,900-acre Sand Creek Prospect
in Harper and Ellis Counties, Oklahoma. The Glendena well
contributed approximately 29% of first half production and
accounted for 65% of the first half production increase. CREDO
is operator of the well and owns a 40% working interest.
The Redfearn #1-33 well was drilled approximately one-half
mile north of the Glendena #1-5 well on the Sand Creek Prospect.
The well tested the Morrow formation at 7,600 feet. It was
completed naturally (without acid or fracture treatments) from
two Morrow sands totaling 13 feet. Pipeline sales commenced in
late March and the well is currently producing on a 42/64-inch
choke at the daily rate of 3.0 MMcfg, 14 barrels of condensate,
and no water. This new well contributed to production for only
one month of the reporting periods.
Subsequent to second quarter-end, the Easterwood #1-28 well
was drilled about one mile north of the Redfearn #1-33 well on
the Sand Creek Prospect. The Easterwood well is the third well
completed on the prospect. The 7,400-foot well is currently
awaiting completion for production. It is classified as a "tight
hole", meaning that for proprietary business reasons the company
is not releasing detailed information about the well. CREDO owns
40% of the well and is the operator. An east offset will be
drilled in the third quarter.
Approximately five miles to the north of the Easterwood well
in Harper County, the company has completed the Wills #1-3 well.
This 7,400-foot well is located on the company's 2,300-acre Two
Springs Prospect. It was placed on production in late May 2002
and is also classified as a "tight hole". CREDO owns 29% of the
well and is the operator. The company is preparing to drill an
east offset during the third quarter.
In Ellis County, Oklahoma, approximately 13 miles southwest
of the Easterwood well, the company has set production casing on
a second well on its 640-acre Thurmond Prospect. This 8,800-foot
Thurmond #2-36 well encountered 10 feet of Morrow sand which
wireline logs and drilling data indicate are productive. The
well is awaiting completion. CREDO owns 37% of the well and is
the operator.
The company is actively generating drilling prospects along
the Anadarko Shelf of Oklahoma and is currently leasing on
several projects located in Harper and Ellis Counties, Oklahoma.
The company has installed its patented Calliope Gas Recovery
System on eight wells ranging in depth from 6,500 to 18,600 feet.
Each of these applications was a rigorous test for Calliope.
Three applications were on dead wells one for five years that
were scheduled to be plugged and abandoned. After being
reinvigorated by Calliope, these three wells are currently
CREDO's second, third and seventh most valuable producing
properties.
The company acquired two wells for Calliope installation
subsequent to second quarter-end and is actively seeking to
acquire additional wells. The 18,400-foot Green Estate #1 well
located in Beckham County, Oklahoma produced 28.8 Bcfg and has
been dead for over a year. This well will provide a rigorous
test for Calliope in terms of both extreme depth and the
challenge of reviving a dead well. A second well, the Horn #1,
produced 12.9 Bcfg and has also been dead for over a year. This
12,400-foot well is located in Grady County, Oklahoma. The
company will own approximately 70% of both wells and will be the
operator. Negotiations are in progress to purchase several
additional wells for Calliope applications.
The company is nearing completion of a sophisticated
multimedia presentation detailing information about the Calliope
system. The presentation is designed to introduce Calliope to
other companies with the objective of entering into joint venture
or other arrangements to install Calliope on more wells.
As a gas well depletes, technologies that rely on bottom
hole pressure to lift liquids that load-up the well and restrict
gas flow become inefficient. In many gas wells, the operating
limits of conventional liquid lift technologies cause billions of
cubic feet of gas to be left behind and substantial profits to be
lost. For those wells, Calliope will achieve substantially lower
reservoir abandonment pressure than conventional production
methods because it does not rely on bottom hole pressure or
adequate fluid volumes to lift liquids.
The company has proved to its satisfaction that Calliope
will add .5 to 2.0 Bcf of gas reserves to many dead or uneconomic
gas wells. The 11,800-foot J. C. Carroll well provides an
excellent example of Calliope's potential. When the well was
purchased for salvage value in 1999, it had not produced
commercially in five years. Calliope immediately restored
production to 660 thousand cubic feet of gas per day. The
company estimates that Calliope will recover 1.7 billion cubic
feet of additional gas from the Carroll well. It is the
company's second most valuable asset.
INCOME TAXES
The company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS 109), which requires the asset and
liability method of accounting for deferred income taxes.
Deferred tax assets and liabilities are determined based on the
temporary differences between the financial statement and tax
basis of assets and liabilities. Deferred tax assets or
liabilities at the end of each period are determined using the
tax rate in effect at that time.
The total future deferred income tax liability under SFAS
109 is extremely complicated for any oil company to estimate due
in part to the long-lived nature of depleting oil and gas
reserves and variables such as product prices. Accordingly, the
liability is subject to continual recalculation, revision of the
numerous estimates required, and may change significantly in the
event of such things as major acquisitions, divestitures, product
price changes, changes in reserve estimates, changes in reserve
lives, and changes in tax rates or tax laws.
RESULTS OF OPERATIONS
Six Months Ended April 30, 2002 Compared to Six Months Ended
April 30, 2001
For the six months ended April 30, 2002, net income fell 53%
to $537,000 compared to $1,132,000 last year. Although
successful drilling boosted natural gas production by 79%, lower
net income resulted primarily from sharply lower net wellhead
prices (natural gas down by 58% and oil down by 32%).
Total revenues fell 18% to $2,493,000 in the first half of
2002 compared to $3,042,000 last year. Oil and gas sales
decreased $533,000, or 20%, to $2,177,000. Refer to the table
and discussion on page 7 for details of oil and gas prices and
volumes for the applicable periods. Total gas price realizations
fell 51% to $2.96 per Mcf compared to $5.99 last year. Hedging
transactions increased first half 2002 price realizations by $.54
per Mcf, or 22%, compared to $.19 per Mcf, or 3%, last year. Net
wellhead prices for gas decreased 58% to $2.42 per Mcf compared
to $5.80 last year. Net wellhead oil price realizations
decreased 32% to $19.06 per barrel compared to $28.02 last year.
The net effect of these price changes, including hedging
transactions, was to decrease oil and gas sales $1,253,000. Gas
volumes increased 79% and oil volumes decreased 21%. The net
effect of volume changes was to increase oil and gas sales by
$720,000. Operating income increased $19,000, or 9%, due to
drilling overhead income. As discussed on page 6, investment
income fell 32% to $74,000 compared to $109,000 last year due
primarily to market conditions during the first half of fiscal
2002 that limited investment opportunities for the market timers
which manage the bulk of the company's investments.
Total costs and expenses rose 21% to $1,726,000 in the first
half of fiscal 2002 compared to $1,425,000 last year. Oil and
gas production expenses rose 10%, or $59,000, due to two major
well workovers that cost approximately $84,000. Depreciation,
depletion and amortization increased 53% primarily due to a net
increase in production volume between the periods. General and
administrative expenses increased $50,000, or 12%, due to
inflationary pressures and additional staffing. Interest expense
relates to the accrual of interest on the exclusive license
agreement obligation, due annually on September 1. Income taxes
were provided at 30% in both periods.
Quarter Ended April 30, 2002 Compared to Quarter Ended April 30,
2001
Net income for the quarter ended April 30, 2002 fell 38% to
$327,000 compared to $530,000 for the same quarter last year.
Although successful drilling boosted natural gas production 82%,
lower net income resulted primarily from sharply lower net
wellhead prices (natural gas down 55% and oil down 19%).
Total revenues fell 10% to $1,312,000 in the second quarter
of 2002 compared to $1,465,000 for the same quarter last year.
Oil and gas sales decreased 15% to $1,131,000 compared to
$1,334,000 last year. Refer to the table and discussion on
page 7 for details of oil and gas prices and volumes for the
applicable periods. Total gas price realizations fell 50% to
$2.90 per Mcf compared to $5.80 last year. Hedging transactions
increased second quarter price realizations $.45 per Mcf, or 18%,
compared to $.37 per Mcf, or 7%, last year. Net wellhead prices
for gas fell 55% to $2.45 per Mcf compared to $5.43 last year.
Net wellhead prices for oil fell 19% to $21.06 per barrel
compared to $26.06 last year. The net effect of these price
changes and hedging transactions was to decrease oil and gas
sales $579,000. Gas volumes increased 82% and oil volumes
decreased 24%. The net effect of volume changes was to increase
oil and gas sales $376,000. Operating income was comparable
between the two periods. Investment income increased 282% to
$65,000 in the second quarter of 2002 compared to $17,000 last
year due primarily to market timers, who manage the bulk of the
company's investments, being able to take advantage of limited
investment opportunities in the current market environment.
Total costs and expenses increased 19% to $845,000 in the
second quarter of 2002 compared to $708,000 last year. Oil and
gas production expenses rose 4%, or $10,000 due to a well
workover that cost approximately $24,000. Depreciation,
depletion and amortization increased 61% primarily due to a net
increase in production volumes between the periods. General and
administrative expenses increased $17,000, or 8%, due to
inflationary pressures and additional staffing. Interest expense
relates to the accrual of interest on the exclusive license
agreement obligation, due annually on September 1. Income taxes
were provided at 30% in both periods.
FORWARD-LOOKING STATEMENTS
Certain information included in this quarterly report and
other materials filed by the company with the Commission contain
forward-looking statements relating to the company's operations
and the oil and gas industry. Such forward-looking statements
are based on management's current projections and estimates and
are identified by words such as "expects," "intends," "plans,"
"projects," "anticipates," "believes," "estimates" and similar
words. These statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual results may differ
materially from what is expressed or forecasted in such
forward-looking statements. Among many factors that could cause
actual results to differ materially are: (i) natural gas and
crude oil price fluctuations, (ii) the company's ability to
acquire oil and gas properties that meet its objectives and to
identify prospects for drilling, and (iii) potential delays or
failure to achieve expected production from existing and future
exploration and development projects. In addition, such
forward-looking statements may be affected by general domestic
and international economic and political conditions.
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.
Date: June 12, 2002 By: /s/ James T. Huffman
----------------------------
James T. Huffman
President and
Chief Executive Officer
By: /s/ John A. Alsko
----------------------------
John A. Alsko
Vice President and
Chief Financial Officer