UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| |
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| ž |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2006
| |
|
|
| o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File Number: 0-8877
CREDO PETROLEUM
CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
| Colorado |
|
84-0772991 |
| |
| (State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer Identification No.) |
| |
|
|
| 1801 Broadway, Suite 900,
Denver, Colorado |
|
80202 |
| |
| (Address of principal executive
offices) |
|
(Zip Code) |
303-297-2200
(Registrant’s
telephone number, including area code)
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 o No ž
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer.
(See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Act.)
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer ž
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o
No ž
Indicate the number of shares outstanding of each of
the issuer’s classes of common stock, net of treasury stock, as of the
latest practicable date.
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|
|
|
|
| Date |
|
Class |
|
Outstanding |
| |
| March 16, 2006 |
|
Common stock, $.10 par value |
|
9,205,115 |
CREDO PETROLEUM CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q For the Period Ended January 31,
2006
TABLE OF CONTENTS
The terms “CREDO”, “Company”, “we”, “our”, and “us”
refer to CREDO Petroleum Corporation and its subsidiaries unless the
context suggests otherwise.
2
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CREDO PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
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|
| |
|
January 31, |
|
|
October 31, |
|
| |
|
2006 |
|
|
2005 |
|
| |
|
(Unaudited) |
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
3,155,000 |
|
|
$ |
1,935,000 |
|
|
Short-term investments
|
|
|
5,706,000 |
|
|
|
5,495,000 |
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
Accrued oil and gas sales
|
|
|
2,354,000 |
|
|
|
2,776,000 |
|
|
Trade
|
|
|
1,705,000 |
|
|
|
1,003,000 |
|
|
Other current assets
|
|
|
233,000 |
|
|
|
245,000 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
13,153,000 |
|
|
|
11,454,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term assets:
|
|
|
|
|
|
|
|
|
|
Oil and gas properties, at cost, using full cost method:
|
|
|
|
|
|
|
|
|
|
Unevaluated oil and gas properties
|
|
|
4,339,000 |
|
|
|
3,452,000 |
|
|
Evaluated oil and gas properties
|
|
|
38,599,000 |
|
|
|
36,121,000 |
|
|
Less: accumulated depreciation, depletion and amortization of
oil and gas properties
|
|
|
(15,730,000 |
) |
|
|
(15,022,000 |
) |
|
|
|
|
|
|
|
|
|
Net oil and gas properties, at cost, using full cost method
|
|
|
27,208,000 |
|
|
|
24,551,000 |
|
|
|
|
|
|
|
|
|
|
Exclusive license agreement, net of amortization of $379,000 in
2006 and $361,000 in 2005
|
|
|
320,000 |
|
|
|
338,000 |
|
|
Inventory
|
|
|
1,097,000 |
|
|
|
1,288,000 |
|
|
Other assets
|
|
|
220,000 |
|
|
|
213,000 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
41,998,000 |
|
|
$ |
37,844,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
4,769,000 |
|
|
$ |
3,426,000 |
|
|
Income taxes payable
|
|
|
420,000 |
|
|
|
331,000 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
5,189,000 |
|
|
|
3,757,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Liabilities:
|
|
|
|
|
|
|
|
|
|
Deferred income taxes, net
|
|
|
6,395,000 |
|
|
|
5,978,000 |
|
|
Exclusive license obligation, less current obligations of
$64,000 in 2006 and 2005
|
|
|
233,000 |
|
|
|
233,000 |
|
|
Asset retirement obligation
|
|
|
901,000 |
|
|
|
929,000 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
12,718,000 |
|
|
|
10,897,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, no par value, 5,000,000 shares authorized, none
issued
|
|
|
— |
|
|
|
— |
|
|
Common stock, $.10 par value, 20,000,000 shares authorized,
9,510,000 shares issued in 2006 and 2005
|
|
|
951,000 |
|
|
|
951,000 |
|
|
Capital in excess of par value
|
|
|
14,140,000 |
|
|
|
13,933,000 |
|
|
Treasury stock, 347,000 shares in 2006 and 393,000 in 2005
|
|
|
— |
|
|
|
(125,000 |
) |
|
Accumulated other comprehensive income (loss)
|
|
|
— |
|
|
|
(306,000 |
) |
|
Retained earnings, net of $6,272,000 related to 20% stock
dividend in 2003
|
|
|
14,189,000 |
|
|
|
12,494,000 |
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
29,280,000 |
|
|
|
26,947,000 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$ |
41,998,000 |
|
|
$ |
37,844,000 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
3
CREDO PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
January
31, |
|
| |
|
2006 |
|
|
2005 |
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
Oil and gas sales
|
|
$ |
4,120,000 |
|
|
$ |
2,385,000 |
|
|
Operating
|
|
|
173,000 |
|
|
|
159,000 |
|
|
Investment income and other
|
|
|
245,000 |
|
|
|
62,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,538,000 |
|
|
|
2,606,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
Oil and gas production
|
|
|
1,004,000 |
|
|
|
488,000 |
|
|
Depreciation, depletion and amortization
|
|
|
738,000 |
|
|
|
477,000 |
|
|
General and administrative
|
|
|
433,000 |
|
|
|
443,000 |
|
|
Interest
|
|
|
9,000 |
|
|
|
9,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,184,000 |
|
|
|
1,417,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
2,354,000 |
|
|
|
1,189,000 |
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAXES
|
|
|
(659,000 |
) |
|
|
(333,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$ |
1,695,000 |
|
|
$ |
856,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE OF COMMON STOCK BASIC
|
|
$ |
.19 |
|
|
$ |
.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE OF COMMON STOCK DILUTED
|
|
$ |
.18 |
|
|
$ |
.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares of Common Stock and dilutive
securities:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
9,137,000 |
|
|
|
9,056,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
9,475,000 |
|
|
|
9,249,000 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
4
CREDO PETROLEUM CORPORATION AND SUBSIDIARIES
Statement of Stockholders’ Equity and Comprehensive Income (Loss)
(Unaudited)
For the Three Months Ended January 31, 2006
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Capital In |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
Total |
|
| |
|
Common
Stock |
|
|
Excess Of |
|
|
Treasury |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
Retained |
|
|
Stockholders’ |
|
| |
|
Shares |
|
|
Amount |
|
|
Par
Value |
|
|
Stock |
|
|
Income
(Loss) |
|
|
Income |
|
|
Earnings |
|
|
Equity |
|
|
Balance, October 31, 2005
|
|
|
9,510,000 |
|
|
$ |
951,000 |
|
|
$ |
13,933,000 |
|
|
$ |
(125,000 |
) |
|
$ |
(306,000 |
) |
|
|
|
|
|
$ |
12,494,000 |
|
|
$ |
26,947,000 |
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
1,695,000 |
|
|
|
1,695,000 |
|
|
|
1,695,000 |
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives, net of tax
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
306,000 |
|
|
|
306,000 |
|
|
|
— |
|
|
|
306,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
2,001,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of common stock options
|
|
|
— |
|
|
|
— |
|
|
|
147,000 |
|
|
|
125,000 |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
272,000 |
|
|
Compensation expense associated with unvested portion of
previously granted stock options
|
|
|
— |
|
|
|
— |
|
|
|
60,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2006
|
|
|
9,510,000 |
|
|
$ |
951,000 |
|
|
$ |
14,140,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
14,189,000 |
|
|
$ |
29,280,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
5
CREDO PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
January
31, |
|
| |
|
2006 |
|
|
2005 |
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1,695,000 |
|
|
$ |
856,000 |
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
738,000 |
|
|
|
477,000 |
|
|
Deferred income taxes
|
|
|
417,000 |
|
|
|
385,000 |
|
|
Compensation expense related to stock options granted
|
|
|
60,000 |
|
|
|
53,000 |
|
|
Other
|
|
|
— |
|
|
|
30,000 |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Proceeds from short-term investments
|
|
|
193,000 |
|
|
|
1,317,000 |
|
|
Purchase of short-term investments
|
|
|
(404,000 |
) |
|
|
(354,000 |
) |
|
Accrued oil and gas sales
|
|
|
422,000 |
|
|
|
363,000 |
|
|
Trade receivables
|
|
|
(702,000 |
) |
|
|
221,000 |
|
|
Other current assets
|
|
|
318,000 |
|
|
|
(192,000 |
) |
|
Accounts payable and accrued liabilities
|
|
|
1,343,000 |
|
|
|
(102,000 |
) |
|
Income taxes payable
|
|
|
89,000 |
|
|
|
(12,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
4,169,000 |
|
|
|
3,042,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Additions to oil and gas properties
|
|
|
(3,539,000 |
) |
|
|
(2,343,000 |
) |
|
Proceeds from sale of oil and gas properties
|
|
|
146,000 |
|
|
|
— |
|
|
Changes in other long-term assets
|
|
|
172,000 |
|
|
|
(34,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
(3,221,000 |
) |
|
|
(2,377,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
272,000 |
|
|
|
— |
|
|
Purchase of treasury stock
|
|
|
— |
|
|
|
(8,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
|
272,000 |
|
|
|
(8,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
1,220,000 |
|
|
|
657,000 |
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
1,935,000 |
|
|
|
518,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$ |
3,155,000 |
|
|
$ |
1,175,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for income taxes
|
|
$ |
240,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
6
CREDO PETROLEUM CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited)
January 3