_______________________________________________________________
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 July 31, 2003
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
August 31, 2003: Common stock, $.10 par value - 3,945,000
Preferred stock, no par value - None issued
_______________________________________________________________
CREDO PETROLEUM CORPORATION
Index to Form 10-QSB
For Quarter Ended July 31, 2003
_______________________________________________________________
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets
As of July 31, 2003 (Unaudited) and October 31, 2002
Consolidated Statements of Earnings and Changes in Retained
Earnings (Unaudited)
For the Nine and Three Month Periods Ended July 31, 2003
and 2002
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Month Periods Ended July 31, 2003 and 2002
Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification by Chief Executive Officer under
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification by Chief Financial Officer under
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification by Chief Executive Officer under
Section 906 of the Sarbanes-Oxley Act
(18 U.S.C. Section 1350)
32.2 Certification by Chief Financial Officer under
Section 906 of the Sarbanes-Oxley Act
(18 U.S.C. Section 1350)
(b) Reports on Form 8-K
On June 18, 2003 CREDO Petroleum Corporation filed a
current report on Form 8-K reporting under Item 9 pursuant to
Item 12 that we had issued a press release announcing our second
quarter 2003 financial results and updated drilling results.
____________________________________________
The accompanying unaudited consolidated financial statements have
been prepared in accordance with U. S. generally accepted
accounting principles for interim financial information and with
the instructions for Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U. S. generally accepted
accounting principles for complete financial statements. In the
opinion of management, the consolidated financial statements
contain all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the company's
results for the periods presented. Certain reclassifications
have been made to prior period amounts with no effect on net
income. These consolidated financial statements should be read
in conjunction with the company's Form 10-KSB for the fiscal year
ended October 31, 2002.
CREDO PETROLEUM CORPORATION
Consolidated Balance Sheets
A S S E T S
July 31, October 31,
2003 2002
------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 2,316,000 $ 1,324,000
Short term investments 4,993,000 5,586,000
Receivables:
Trade 876,000 577,000
Accrued oil and gas sales 797,000 535,000
Other 387,000 390,000
------------ ------------
9,369,000 8,412,000
------------ ------------
OIL AND GAS PROPERTIES, net,
using full cost method:
Unevaluated 2,595,000 1,690,000
Evaluated 10,777,000 7,987,000
------------ ------------
13,372,000 9,677,000
------------ ------------
EXCLUSIVE LICENSE AGREEMENT,
net of accumulated amortization of
$204,000 in 2003 and $152,000 in 2002 495,000 548,000
OTHER, net 151,000 174,000
------------ ------------
$ 23,387,000 $ 18,811,000
============ ============
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 and accrued costs
and expenses $ 3,106,000 $ 1,733,000
Income taxes payable 133,000 49,000
------------ ------------
3,239,000 1,782,000
------------ ------------
DEFERRED INCOME TAXES 3,017,000 2,314,000
EXCLUSIVE LICENSE OBLIGATION, less
current portion of $48,000 408,000 408,000
ASSET RETIREMENT OBLIGATION 211,000 -
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,
4,334,000 shares issued in 2003
and 3,678,000 issued in 2002 433,000 367,000
Capital in excess of par value
including $6,211,000 related
to 20% stock dividend in 2003 12,664,000 6,453,000
Retained earnings, net of
$6,277,000 related to
20% stock dividend in 2003 3,916,000 8,209,000
Other comprehensive income 233,000 37,000
Treasury stock, at cost,
389,000 shares in 2003
and 398,000 shares in 2002 (734,000) (759,000)
------------ ------------
16,512,000 14,307,000
------------ ------------
$ 23,387,000 $ 18,811,000
============ ============
See accompanying notes.
CREDO PETROLEUM CORPORATION
Consolidated Statements of Earnings And Changes in
Retained Earnings - Unaudited
Nine Months Nine Months Quarter Quarter
Ended Ended Ended Ended
July 31 July 31 July 31 July 31
2003 2002 2003 2002
---------- ---------- ---------- ----------
REVENUES:
Oil and gas sales $5,014,000 $3,519,000 $1,980,000 $1,342,000
Operating 386,000 365,000 135,000 123,000
Investment income
and other 318,000 91,000 128,000 17,000
---------- ---------- ---------- ----------
5,718,000 3,975,000 2,243,000 1,482,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Oil and gas production 1,159,000 987,000 467,000 329,000
Depreciation, depletion
and amortization 930,000 911,000 325,000 353,000
General and administrative 939,000 742,000 333,000 257,000
Interest 34,000 38,000 11,000 13,000
---------- ---------- ---------- ----------
3,062,000 2,678,000 1,136,000 952,000
---------- ---------- ---------- ----------
INCOME BEFORE
INCOME TAXES AND
ACCOUNTING CHANGE 2,656,000 1,297,000 1,107,000 530,000
INCOME TAXES (744,000) (389,000) (310,000) (159,000)
---------- ---------- ---------- ----------
INCOME BEFORE ACCOUNTING
CHANGE 1,912,000 908,000 797,000 371,000
CUMULATIVE EFFECT ON
PRIOR YEARS OF
SFAS 143-ACCOUNTING
FOR ASSET RETIREMENT
OBLIGATIONS (NET OF
TAXES OF $28,000) 72,000 - - -
---------- ---------- ---------- ----------
NET INCOME 1,984,000 908,000 797,000 371,000
RETAINED EARNINGS,
BEGINNING OF PERIOD 8,209,000 6,927,000 3,916,000 7,464,000
20% STOCK DIVIDEND (6,277,000) - - -
---------- ---------- ---------- ----------
RETAINED EARNINGS,
END OF PERIOD $3,916,000 $7,835,000 $3,916,000 $7,835,000
========== ========== ========== ==========
BASIC INCOME PER SHARE
BEFORE ACCOUNTING
CHANGE $ .48 $ .23 $ .20 $ .09
CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING
PRINCIPLE .02 - - -
------- ------- ------- -------
BASIC NET INCOME
PER SHARE $ .50 $ .23 $ .20 $ .09
======= ======= ======= =======
DILUTED INCOME PER SHARE
BEFORE ACCOUNTING CHANGE $ .48 $ .23 $ .20 $ .09
CUMULATIVE EFFECT OF A
CHANGE IN ACCOUNTING
PRINCIPLE .02 - - -
------- ------- ------- -------
DILUTED NET INCOME
PER SHARE $ .50 $ .23 $ .20 $ .09
======= ======= ======= =======
See accompanying notes.
CREDO PETROLEUM CORPORATION
Consolidated Statements of Cash Flows - Unaudited
Nine Months Ended
July 31,
-------------------------
2003 2002
----------- -----------
OPERATING ACTIVITIES:
Net income $ 1,984,000 $ 908,000
Adjustments to reconcile net income
to net cash provided
by operating activities:
Depreciation, depletion and amortization 930,000 911,000
Deferred income taxes 675,000 222,000
Cumulative effect of change in
accounting principle (72,000) -
Changes in operating assets and liabilities:
Proceeds from short term investments 2,353,000 3,965,000
Purchase of short term investments (1,760,000) (4,286,000)
Trade receivables (299,000) 113,000
Accrued oil and gas sales (262,000) (174,000)
Other 199,000 124,000
Accounts payable and accrued costs and expenses 435,000 484,000
Income tax payable 84,000 (36,000)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,267,000 2,005,000
----------- -----------
INVESTING ACTIVITIES:
Additions to oil and gas properties, net (3,296,000) (1,490,000)
Changes in other long-term assets (4,000) (55,000)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (3,300,000) (1,545,000)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from exercise of stock options
(9,600 options in 2003 and
75,000 options in 2002) 26,000 230,000
Purchase of treasury stock
(100 shares in 2003 and 4,400 in 2002) (1,000) (30,000)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 25,000 200,000
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 992,000 660,000
CASH AND CASH EQUIVALENTS:
Beginning of Period 1,324,000 819,000
----------- -----------
End of Period $ 2,316,000 $ 1,479,000
=========== ===========
Supplemental Cash Flow Information:
Cash paid (refunds received) for income taxes $ (16,000) $ 88,000
=========== ===========
See accompanying notes.
CREDO PETROLEUM CORPORATION
Management's Discussion and Analysis of Financial
Condition and Results of Operations
July 31, 2003
LIQUIDITY AND CAPITAL RESOURCES
The company's working capital and cash flow represent a
significant capital resource and source of liquidity. At
July 31, 2003, working capital was $6,130,000, compared to
$6,630,000 at October 31, 2002. Cash flow from operating
activities before working capital changes totaled $3,517,000 for
the nine months, compared to $2,041,000 from the same period last
year.
Existing working capital and anticipated cash flow are
expected to be sufficient to fund fiscal 2003 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 money managers who specialize in
short-term timing of mutual funds. The average return on the
company's portfolio was 7% for the first nine months of fiscal
2003 compared to 2% in the same period last year. Relatively low
investment returns in 2002 and 2003 compared to prior years are
primarily due to market conditions that have limited investment
opportunities for the market timers which manage the bulk of the
company's investments. Management considers the potential for
adverse impact from major unexpected events, such as
September 11, 2001, to be the major significant risk to its
investment strategies.
The company's primary investment strategy involves market
timing using U.S. mutual funds. The New York Attorney General
recently disclosed that he has opened an investigation into
whether some mutual funds companies are allowing market timing in
violation of representations in their offering materials. As a
result, management expects mutual funds companies to make market
timing increasingly difficult or to eliminate it altogether and
is considering options to redeploy a portion of the company's
investments. The New York Attorney General is also investigating
possible "after hours" trading by certain mutual fund companies
and their customers. Although it is possible that the
investigation could expand to include some of the company's money
managers, management has no reason to believe that they have
violated any after hours trading laws.
Commitments for future capital expenditures were not
material at July 31, 2003. 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 natural 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. Such hedges may also be
reinstated if the potential for such movement re-occurs or if
management concludes that it has misjudged information used to
make its decisions. All other futures transactions are accounted
for as speculative transactions and gains and losses are
immediately recognized.
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 July 31, 2003, open natural gas hedge positions totaled
150 MMcf covering the months of September through November 2003
at an average NYMEX price of $6.42 per Mcf. The August hedge was
closed and a $84,000 deferred gain was realized. The company had
hedging gains of $49,000 for the quarter ended July 31, 2003 and
hedging losses of $388,000 for the nine months ended July 31,
2003. The company has recorded in other comprehensive income net
deferred gains of approximately $323,000 ($233,000 net of tax)
related to natural gas hedging transactions of which $84,000 were
realized and $239,000 were unrealized.
Subsequent to third quarter-end, an additional 120 MMcf was
hedged for the same three month period at an average NYMEX price
of $5.34 per Mcf. Hedged quantities for the months of September
through November 2003 represent approximately 77% of the
company's estimated gas production for those months. Hedges for
the month of September 2003 have subsequently been closed
resulting in a gain of approximately $85,000.
The following table sets forth the components of
Comprehensive Income for each of the periods presented:
Nine Months Ended Three Months Ended
July 31, July 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Net Income $1,984,000 $ 908,000 $ 797,000 $ 371,000
Other comprehensive income,
net of tax:
Change in fair value
of futures contracts
used for natural gas
hedging 196,000 267,000 233,000 386,000
---------- ---------- ---------- ----------
Comprehensive income $2,180,000 $1,175,000 $1,030,000 $ 757,000
========== ========== ========== ==========
Oil and gas sales volume and price comparisons for the
indicated periods are set forth below.
Nine Months Nine Months
Ended July 31, 2003 Ended July 31, 2002 Percent Percent
------------------- ------------------- Volume Price
Product Volume Price Volume Price Change Change
------- ------ ----- ------ ----- ------ ------
Gas (Mcf) 987,300 $ 4.35(1) 1,002,500 $ 2.94(3) - 2% +48%
Oil (bbls) 25,900 $27.65 27,700 $20.54 - 7% +35%
Three Months Three Months
Ended July 31, 2003 Ended July 31, 2002 Percent Percent
------------------- ------------------- Volume Price
Product Volume Price Volume Price Change Change
------- ------ ----- ------ ----- ------ ------
Gas (Mcf) 349,300 $ 5.02(2) 382,200 $ 2.92(4) - 9% +72%
Oil (bbls) 8,600 $26.41 9,800 $23.27 -12% +13%
_____________________________
(1) Includes $0.40 Mcf hedging loss.
(2) Includes $0.14 Mcf hedging gain.
(3) Includes $0.35 Mcf hedging gain.
(4) Includes $0.05 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.
Anadarko Shelf Drilling Program. The company's drilling
program centers on its 14,000 gross acre Sand Creek Prospect and
its 6,000 gross acre Two Springs Prospect, both located in Harper
and Ellis Counties, Oklahoma. Drilling targets Morrow and
Chester zones from 7,400 to 7,900 feet. In total, 24 wells have
been drilled on the two prospects in the last two years, of which
19 were either completed as producers or are awaiting completion.
The company recently drilled four new wells on the two
prospects. One well is producing, two are currently being
completed for production, and one is a dry hole.
The first of these wells, the 7,280-foot Gillenwaters #1-34,
extended Morrow production one mile north of the Wills #1-3. It
was completed naturally (without acid or fracture treatments)
from one Morrow sand totaling 10 feet, and is a very good well
for the area. Pipeline sales commenced in early September and
the well is currently producing on a 15/64-inch choke at the
daily rate of 1.10 million cubic feet of gas (MMcfg). The
company is the operator and owns a 34% working interest.
On the Sand Creek Prospect, the Derby #1-22 well was drilled
about one mile west of the Easterwood #11-23 (discussed below).
The 7,450-foot well encountered one Morrow sand totaling
seven feet. The well tested good amounts of gas from a "natural"
completion and is currently awaiting pipeline connection before
being fracture stimulated. The company owns a 36% working
interest and is the operator.
The Glendena #2-5 well was drilled as a 2,700-foot south
extension to the Glendena #1-5 which, in October 2001, opened the
recent drilling play in the area. The 7,700-foot well encountered
three Morrow sands totaling 28 feet that calculate productive on
logs. The lower eight-foot sand tested good amounts of gas
during "natural" completion testing. The well is connected to
the pipeline and the lower sand is scheduled to be fracture
stimulated. The upper two sands correlate to the prolific
producing sands in the Glendena #1 and Redfearn wells and will be
opened for production after the lower sand is stimulated. The
company is the operator and owns a 39.5% working interest.
The Norman Trust #1-10 was the last of the four wells
recently drilled on the two prospects. The 7,850-foot well was a
dry hole.
Elsewhere on the Sand Creek Prospect, the company has
participated in drilling five previously announced wells that are
operated by third parties and were classified as "tight holes".
Two of the wells are now producing and appear to be very good
wells for the area. The other three well are currently being
completed for production.
On the northeast side of the Sand Creek Prospect, the
Easterwood #11-23 well discovered Morrow production approximately
two miles to the north. It was completed from one Morrow sand
totaling 12 feet and was fracture stimulated. Pipeline sales
commenced in early August and the well is currently producing on
a 16/64-inch choke at the daily rate of 2.1 MMcfg. The company
owns a 24% working interest.
Five miles south of the Easterwood #11-23, the Deanna #1-15
discovered new Morrow production on the southeast corner of the
prospect. The 7,850-foot well was completed naturally (without
acid or fracture treatments) from one Morrow sand totaling eight
feet. Pipeline sales commenced in early August and the well is
currently producing on a 16/64-inch choke at the daily rate of
2.0 MMcfg and 35 barrels of condensate. The company owns a 37%
working interest.
On the northwest side of the prospect, three new wells have
been drilled. The Daphne Jane #1-20 encountered two Chester
zones totaling 22 feet which calculate productive on logs. A
drill stem test yielded gas at rates exceeding 5.0 MMcfg per day.
The operator is currently perforating and testing the lower
Chester zone and will test the primary zone shortly. The company
owns a 12% working interest.
The other two wells in which the company owns small
interests, Blackstone #1-8 (7%) and Patch #1-17 (12%) are
currently being completed for production but are expected to be
marginal to below average wells.
Significant development drilling is continuing on the
company's 1,280 gross acre Traxler Prospect. The fourth well in
the company's recent drilling program was the Ronnie #1-6. The
7,700-foot well encountered two Chester zones totaling 27 feet
that calculate productive on logs. It also encountered a Morrow
sand that appears to be productive. The lower Chester zone
produces oil in the area and the middle Chester and Morrow
produce gas. The Ronnie is expected to be a very good gas and
oil well and is awaiting pipeline connection prior to being
completed for production. The company is the operator and owns a
60% working interest.
Successful drilling is continuing in the South Fork Field
located in Woods County, Oklahoma. To date, the company has
joined for its 7% in drilling 13 development wells in the field.
Several additional wells are projected.
Calliope Gas Recovery Technology. The company owns the
exclusive right to a patented technology known as the Calliope
Gas Recovery System. Calliope can achieve substantially lower
flowing bottom hole pressure than conventional production methods
because it does not rely on reservoir pressure to lift liquids.
In many gas wells, lower bottom hole pressure translates into
recovery of substantial additional gas reserves.
The four Calliope systems installed earlier this year are
currently producing 1.2 MMcfg (million cubic feet of gas) per
day. The company estimates that they have developed
approximately 4.0 Bcfg (billion cubic feet of gas) of proved,
developed producing reserves. The company owns an average
73% working interest and 60% net revenue interest in the wells.
The company is preparing to install Calliope systems on
three additional wells during the next few months. All of the
wells are located in Oklahoma at depths ranging from 8,200 to
8,700 feet. These wells are intended to demonstrate how
shallower wells can benefit from Calliope. The company owns
approximately 75% of each well.
The company has moved beyond prototype testing and is
fortifying Calliope's track record on a wide range of
applications. With that in mind, this year the company has
installed Calliope on one marginal and three completely dead
wells ranging in depth from 11,100 to 18,400 feet. The results
have been excellent with a 100% success rate, average daily
production of 300 Mcfg (thousand cubic of gas) per well, and
average developed reserves of 1.0 Bcfg per well.
Management's objective is to identify and execute the
business plan that is most likely to maximize Calliope's value.
Accordingly, in addition to fortifying Calliope's track record
and finalizing a multimedia presentation about Calliope, the
company has recently commenced an independent marketing study
which is expected to be complete in four to six weeks.
STOCK DIVIDEND
On March 19, 2003, the company declared a 20% stock dividend
to shareholders of record on April 2, 2003. On April 23, 2003,
the company issued 656,000 shares of common stock in conjunction
with this dividend. Accordingly, the fair value (based on the
quoted market price as adjusted) of the additional shares issued
of $6,277,000 was charged to retained earnings and credited to
common stock and capital in excess of par value. Cash payments
were made to shareholders in lieu of fractional shares. The basic
and diluted weighted average number of shares outstanding and net
income per share information for all prior reporting periods have
been restated to reflect the effects of the stock dividend.
CHANGE IN ACCOUNTING PRINCIPLE
In June 2001, the Financial Accounting Standards Board
issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" that requires entities to record the fair value of a
liability for an asset retirement obligation in the period in
which it is incurred and a corresponding increase in the carrying
amount of the related long-lived asset. This statement is
effective for fiscal years beginning after June 15, 2002. The
company adopted SFAS No. 143 on November 1, 2002 and recorded an
asset and related liability of $179,000 (using a 5% discount
rate) and a cumulative effect on change in accounting principle
on prior years of $72,000 (net of taxes of $28,000). For the
three and nine month periods ended July 31, 2003, the company
recognized $3,000 and $7,000, respectively, of accretion expense
on the liability and a decrease of $13,000 and $30,000,
respectively, in depletion expense as a result of adopting
SFAS No. 143.
STOCK-BASED COMPENSATION
In December 2002, the Financial Accounting Standards Board
issued SFAS No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure, an amendment of SFAS No. 123."
This statement provides alternative methods of transition for a
voluntary change in the method of accounting for stock-based
employee compensation to the fair value method. The statement
also amends the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation." Under SFAS No. 148,
annual and interim financial statements are required to have
prominent disclosures about the method of accounting for
stock-based compensation and the effect of the method used on
reported results. This statement is effective for fiscal years
ending after December 15, 2002. This statement did not have any
impact on the consolidated financial statements as the company
adopted the disclosure only provisions of SFAS No. 123. Under
current accounting rules the company elected to account for its
stock-based employee compensation under the intrinsic value
method established by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees."
If compensation expense had been determined in accordance
with the provisions of FASB No. 123, the company's net income
and per share amounts would have been reported as follows:
Nine Months Ended Three Months Ended
July 31, July 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Net Income as reported $1,984,000 $ 908,000 $ 797,000 $ 371,000
Pro forma stock
compensation expense,
net of tax (263,000) (54,000) (239,000) (18,000)
---------- ---------- ---------- ----------
Pro forma net income $1,721,000 $ 854,000 $ 558,000 $ 353,000
========== ========== ========== ==========
Basic net income per share:
As reported $ 0.50 $ 0.23 $ 0.20 $ 0.09
======= ======= ======= =======
Pro forma $ 0.43 $ 0.22 $ 0.14 $ 0.08
======= ======= ======= =======
Diluted net income per share:
As reported $ 0.50 $ 0.23 $ 0.20 $ 0.09
======= ======= ======= =======
Pro forma $ 0.43 $ 0.22 $ 0.14 $ 0.09
======= ======= ======= =======
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
Nine Months Ended July 31, 2003 Compared to Nine Months Ended
July 31, 2002
For the nine months ended July 31, 2003, net income rose
118% to a record $1,984,000 compared to $908,000 last year.
Higher net income resulted primarily from an increase in product
prices.
Total revenues rose 44% to $5,718,000 compared to $3,975,000
last year. Oil and gas sales rose 42% to $5,014,000 compared to
$3,519,000 last year. Refer to the table on page 10 for details
of oil and gas prices and volumes for the applicable periods.
Net wellhead natural gas prices rose 83% to $4.75 per Mcf
compared to $2.59 last year. Hedging transactions reduced nine
month 2003 price realizations by $.40 per Mcf, or 8%, compared to
an increase of $.35 per Mcf, or 14%, last year. As a result,
total natural gas price realizations were $4.35 per Mcf compared
to $2.94 last year. Net wellhead prices for oil rose 35% to
$27.65 per barrel compared to $20.54 last year. The net effect
of these price changes and hedging transactions was to increase
oil and gas sales $1,611,000. Volume declines reduced oil and
gas sales by $116,000. Operating income increased 6% due to an
increase in drilling and production overhead income from new
operated wells partially offset by the sale of several marginal
operated wells. Investment income and other rose to $318,000
compared to $91,000 last year due to improved performance from
market timers who manage the bulk of the company's investments.
Total costs and expenses increased 14% to $3,062,000 in the
first nine months of fiscal 2003 compared to $2,678,000 last
year. Oil and gas production expenses rose 17%, or $172,000, due
primarily to the additional operating costs associated with
production from new wells and Calliope installations.
Depreciation, depletion and amortization increased 2% primarily
due to an increase in the amortizable full cost pool base.
General and administrative expenses increased 27% due to
increases in salaries and wages for accrued bonuses and
consulting fees related to the accounting software conversion as
well as inflationary pressures. Interest expense primarily
relates to the accrual of interest on the exclusive license
agreement obligation. Income taxes were provided at 28% in the
current period and 30% last year.
Quarter Ended July 31, 2003 Compared to Quarter Ended
July 31, 2002
For the quarter ended July 31, 2003, net income rose 115% to
a record $797,000 compared to $371,000 for the same quarter last
year. Higher net income resulted primarily from an increase in
product prices.
Total revenues rose 51% to $2,243,000 compared to $1,482,000
for the same quarter last year. Refer to the table on page 10
for details of oil and gas prices and volumes for the applicable
periods. Net wellhead natural gas prices rose 70% to $4.88 per
Mcf compared to $2.86 last year. Hedging transactions increased
third quarter price realizations $.14 per Mcf, or 3%, compared to
an increase of $.05, or 2%, last year. As a result, total
natural gas price realizations were $5.02 per Mcf compared to
$2.92 last year. Net wellhead prices for oil rose 13% to $26.41
per barrel compared to $23.27 last year. The net effect of these
price changes and hedging transactions was to increase oil and
gas sales $834,000. The effect of volume changes was a reduction
in oil and gas sales of $196,000. Operating income increased 10%
due to increases in drilling and production overhead income.
Investment income and other rose to $128,000 compared to $17,000
last year due to improved performance from market timers who
manage the bulk of the company's investments.
Total costs and expenses increased 19% to $1,136,000 in the
third quarter of 2003 compared to $952,000 last year. Oil and
gas production expenses rose 42%, or $138,000, due primarily to
the additional operating costs associated with production from
new wells and Calliope installations. Depreciation, depletion
and amortization fell 8% due primarily to a decrease in
production volumes between the periods. General and
administrative expenses increased $77,000, or 30%, primarily due
to increases in salaries and wages for accrued bonuses and
consulting fees related to the conversion of accounting software
as well as inflationary pressures. Interest expense relates to
the accrual of interest on the exclusive license agreement
obligation. Income taxes were provided at 28% in the current
quarter and 30% last year.
CONTROLS AND PROCEDURES
Within 90 days prior to the filing date of this report, the
company carried out an evaluation, under the supervision and with
the participation of the company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to
Securities Exchange Act Rule 13a-14(c). "Disclosure controls and
procedures" are controls and procedures that are designed to
ensure that information required to be disclosed by the company
in reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and
forms. Based upon that evaluation, the company's Chief Executive
Officer and Chief Financial Officer concluded that the company's
disclosure controls and procedures are effective for these
purposes as of the date of the evaluation.
There have been no significant changes in the company's
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
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: September 15, 2003 By: /s/ James T. Huffman
-------------------------------
James T. Huffman
President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ James P. Garrett, Jr.
-------------------------------
James P. Garrett, Jr.
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Exhibit 31.1
CERTIFICATION UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, James T. Huffman, Chief Executive Officer of CREDO
Petroleum Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CREDO
Petroleum Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: September 15, 2003
/s/ James T. Huffman
-------------------------------
James T. Huffman
Chief Executive Officer
Exhibit 31.2
CERTIFICATION UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, James P. Garrett, Jr., Vice President and Chief Financial
Officer of CREDO Petroleum Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CREDO
Petroleum Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: September 15, 2003
/s/ James P. Garrett, Jr.
-------------------------------
James P. Garrett, Jr.
Vice President and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. 1350)
The undersigned, James T. Huffman, President and Chief Executive
Officer of CREDO Petroleum Corporation (the "Company"), has
executed this certification in connection with the filing with
the Securities and Exchange Commission of the Company's Quarterly
Report on Form 10-QSB for the quarter ended July 31, 2003 (the
"Report").
The undersigned hereby certifies that:
1. The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the Report fairly presents,
in all material respects, the financial condition and results
of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this
certification as of the 15th day of September, 2003.
/s/ James T. Huffman
-----------------------------
James T. Huffman
President and
Chief Executive Officer
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. 1350)
The undersigned, James P. Garrett, Jr., Vice President and Chief
Financial Officer of CREDO Petroleum Corporation (the "Company"),
has executed this certification in connection with the filing
with the Securities and Exchange Commission of the Company's
Quarterly Report on Form 10-QSB for the quarter ended
July 31, 2003 (the "Report").
The undersigned hereby certifies that:
1. The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this
certification as of the 15th day of September, 2003.
/s/ James P. Garrett, Jr.
-----------------------------
James P. Garrett, Jr.
Vice President and
Chief Financial Officer