_______________________________________________________________
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, 2004
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, 2004: Common stock, $.10 par value - 6,036,849
Preferred stock, no par value - None issued
_______________________________________________________________
CREDO PETROLEUM CORPORATION
Index to Form 10-QSB
For Quarter Ended April 30, 2004
_______________________________________________________________
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets As of April 30, 2004
(Unaudited) and October 31, 2003
Consolidated Statements of Earnings and Changes in
Retained Earnings (Unaudited) For the Six and
Three Month Periods Ended April 30, 2004 and 2003
Consolidated Statements of Cash Flows (Unaudited)
For the Six Month Periods Ended April 30, 2004 and 2003
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 11, 2005. The following matters, as described more fully
in the company's Proxy Statement, were approved by the
shareholders:
(1) The following Class I nominees for director were
elected:
For Withhold
--------- ---------
Oakley Hall 3,405,223 78,302
William F. Skewes 3,372,827 110,698
(2) Hein + Associates LLP was approved as the independent
auditors of the Company for the fiscal year 2004. The
shareholders voted 3,458,131 for and 21,553 against this
appointment, with 3,841 abstentions.
There were 530,946 non-votes for each matter voted upon.
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
and Chief Financial Officer under
Section 906 of the Sarbanes-Oxley Act
(18 U.S.C. Section 1350)
(b) Reports on Form 8-K
On March 12, 2004 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
financial results for the quarter ended January 31, 2004.
__________________________________________
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. These consolidated financial
statements should be read in conjunction with the company's Form
10-KSB for the fiscal year ended October 31, 2003.
CREDO PETROLEUM CORPORATION
Consolidated Balance Sheets
A S S E T S
April 30, October 31,
2004 2003
------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 908,000 $ 1,885,000
Short term investments 6,476,000 4,778,000
Receivables:
Trade 982,000 410,000
Accrued oil and gas sales 1,437,000 1,256,000
Other 175,000 234,000
------------ ------------
Total current assets 9,978,000 8,563,000
------------ ------------
OIL AND GAS PROPERTIES, net,
at cost, using full cost method:
Unevaluated 2,494,000 2,075,000
Evaluated 12,683,000 11,986,000
------------ ------------
Net oil and gas properties 15,177,000 14,061,000
------------ ------------
EXCLUSIVE LICENSE AGREEMENT, net of
amortization of $256,000 in 2004
and $221,000 in 2003 443,000 478,000
OTHER, net 1,004,000 470,000
------------ ------------
$ 26,602,000 $ 23,572,000
============ ============
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 liabilities $ 2,603,000 $ 1,776,000
Income taxes payable 257,000 210,000
------------ ------------
Total current liabilities 2,860,000 1,986,000
------------ ------------
DEFERRED INCOME TAXES, net 3,979,000 3,358,000
EXCLUSIVE LICENSE OBLIGATION, less
current obligations of $53,000 355,000 355,000
ASSET RETIREMENT OBLIGATION 270,000 238,000
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,
6,340,000 shares issued in
2004 and 2003 634,000 634,000
Capital in excess of par value 12,463,000 12,463,000
Retained earnings, net of
$6,277,000 related to 20% stock
dividend in 2003 7,013,000 5,062,000
Other comprehensive income (loss) (462,000) 180,000
Treasury stock, at cost,
322,000 shares in 2004 and
378,000 shares in 2003 (510,000) (704,000)
------------ ------------
Total stockholders' equity 19,138,000 17,635,000
------------ ------------
$ 26,602,000 $ 23,572,000
============ ============
See accompanying notes.
CREDO PETROLEUM CORPORATION
Consolidated Statements of Earnings And Changes in
Retained Earnings - Unaudited
Six Months Six Months Quarter Quarter
Ended Ended Ended Ended
April 30 April 30 April 30 April 30
2004 2003 2004 2003
----------- ----------- ----------- -----------
REVENUES:
Oil and gas sales $ 4,706,000 $ 3,034,000 $ 2,101,000 $ 1,445,000
Operating 292,000 251,000 155,000 125,000
Investment income
and other 125,000 190,000 17,000 114,000
----------- ----------- ----------- -----------
5,123,000 3,475,000 2,273,000 1,684,000
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Oil and gas production 932,000 692,000 472,000 365,000
Depreciation, depletion
and amortization 791,000 605,000 362,000 282,000
General and
administrative 667,000 606,000 336,000 328,000
Interest 23,000 23,000 11,000 12,000
----------- ----------- ----------- -----------
2,413,000 1,926,000 1,181,000 987,000
----------- ----------- ----------- -----------
INCOME BEFORE
INCOME TAXES AND
ACCOUNTING CHANGE 2,710,000 1,549,000 1,092,000 697,000
INCOME TAXES (759,000) (434,000) (306,000) (195,000)
----------- ----------- ----------- -----------
INCOME BEFORE
ACCOUNTING CHANGE 1,951,000 1,115,000 786,000 502,000
CUMULATIVE EFFECT ON
PRIOR YEARS OF
SFAS 143-ACCOUNTING
FOR ASSET RETIREMENT
OBLIGATIONS (NET OF
TAXES OF $28,000) - 72,000 - -
----------- ----------- ----------- -----------
NET INCOME 1,951,000 1,187,000 786,000 502,000
RETAINED EARNINGS,
BEGINNING OF PERIOD 5,062,000 8,209,000 6,227,000 8,894,000
20% STOCK DIVIDEND - (6,277,000) - (6,277,000)
----------- ----------- ----------- -----------
RETAINED EARNINGS,
END OF PERIOD $ 7,013,000 $ 3,119,000 $ 7,013,000 $ 3,119,000
=========== =========== =========== ===========
BASIC INCOME PER SHARE
BEFORE ACCOUNTING
CHANGE $ .32 $ .19 $ .13 $ .08
CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING
PRINCIPLE - .01 - -
------- ------- ------- -------
BASIC NET INCOME
PER SHARE $ .32 $ .20 $ .13 $ .08
======= ======= ======= =======
DILUTED INCOME PER SHARE
BEFORE ACCOUNTING CHANGE $ .32 $ .19 $ .13 $ .08
CUMULATIVE EFFECT OF A
CHANGE IN ACCOUNTING
PRINCIPLE - .01 - -
------- ------- ------- -------
DILUTED NET INCOME
PER SHARE $ .32 $ .20 $ .13 $ .08
======= ======= ======= =======
See accompanying notes.
CREDO PETROLEUM CORPORATION
Consolidated Statements of Cash Flows - Unaudited
Six Months Ended
April 30,
2004 2003
----------- -----------
OPERATING ACTIVITIES:
Net income $ 1,951,000 $ 1,187,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 791,000 605,000
Deferred income taxes 621,000 506,000
Cumulative effect of change
in accounting principle - (72,000)
Other - -
Changes in operating assets and liabilities:
Proceeds from short term investments 421,000 1,046,000
Purchase of short term investments (2,119,000) (718,000)
Trade receivables (572,000) 8,000
Accrued oil and gas sales (181,000) (314,000)
Other (17,000) 151,000
Accounts payable and accrued costs and expenses 326,000 506,000
Income tax payable 47,000 (6,000)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,268,000 2,899,000
----------- -----------
INVESTING ACTIVITIES:
Additions to oil and gas properties, net (1,945,000) (2,569,000)
Proceeds from sale of oil and gas properties 149,000 -
Changes in other long-term assets (643,000) 9,000
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (2,439,000) (2,560,000)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from exercise of stock options
(58,500 options in 2004) 233,000 -
Purchase of treasury stock
(2,000 shares in 2004 and 100 shares in 2003) (39,000) (1,000)
----------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 194,000 (1,000)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (977,000) 338,000
CASH AND CASH EQUIVALENTS:
Beginning of Period 1,885,000 1,324,000
----------- -----------
End of Period $ 908,000 $ 1,662,000
=========== ===========
Supplemental Cash Flow Information:
Cash paid for income taxes $ 98,000 $ -
=========== ===========
See accompanying notes.
CREDO PETROLEUM CORPORATION
Management's Discussion and Analysis of Financial
Condition and Results of Operations
April 30, 2004
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 2004, working capital was $7,118,000, compared
with $6,577,000 at October 31, 2003. Net cash provided by
operating activities for the first six months of 2004 and 2003
was $1,268,000 and $2,899,000, respectively and comprises
primarily net income, depreciation, depletion and amortization
("DD&A"), deferred income taxes, reduced by net
(increases)/decreases in short-term investments, and increases in
accrued oil and gas sales in each of the two periods. For 2004,
such amounts are $1,951,000, $791,000, $621,000, $(1,698,000),
and $(181,000), respectively. For 2003, such amounts are
$1,187,000, $605,000, $506,000, $328,000, and $314,000,
respectively. For the six months ended April 30, 2004 and 2003,
cash used in investing activities was $2,439,000 and $2,560,000,
respectively. Investing activities primarily included oil and
gas exploration and development expenditures, including Calliope,
totaling $1,945,000 and $2,569,000, respectively. Additional
expenditures for oilfield casing and tubing were incurred in
March 2004, and are classified as other long-term assets. The
company purchased these tubulars to insure availability for the
current drilling program.
The average return on CREDO's investments during the first
six months was 2% in 2004 and 4% in 2003. At April 30,
approximately 66% of the investments were directly invested in
mutual funds and brokerage accounts managed by professional money
managers. Remaining investments are in managed partnerships that
use various strategies to minimize their correlation to stock
market movements. Most of the investments are highly liquid, and
the company believes they represent a responsible approach to
cash management. In the company's opinion, the greatest
investment risk is the potential for negative market impact from
unexpected, major adverse news, such as the September 11th
terrorist attacks.
Existing working capital and anticipated cash flow are
expected to be sufficient to fund 2004 operations. Because
earnings are anticipated to be reinvested in operations, cash
dividends are not expected to be paid in the foreseeable future.
Commitments for future capital expenditures were not material at
April 30, 2004. The company has no defined benefit plans and no
obligations for post retirement employee benefits.
PRODUCT PRICES AND PRODUCTION
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. Since
1991, the company has periodically hedged natural gas prices by
forward selling a portion of its estimated production in the
NYMEX futures market. This is generally done when (i) the price
relationship (the "basis") between the futures markets and the
cash markets where the company sells its gas is stable within
historical ranges, and (ii) in the company's opinion, the current
price is adequate to insure reasonable returns at a time when
downside price risks appear to be substantial. The company closes
its hedges by purchasing offsetting "long" positions in the
futures market at then prevailing prices. Accordingly, the gain
or loss on the hedge position will depend on futures prices at
the time offsetting "long" positions are purchased. Hedging
gains and losses are included in revenues from oil and gas sales.
The company believes its most significant hedging risk is that
expected correlations in price movements as discussed above do
not occur, and thus, that gains or losses in one market are not
fully offset by opposite moves in the other market.
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.
The company realized hedging losses of $57,000 and $437,000
for the six months ended April 30, 2004 and 2003, respectively.
The company realized hedging losses of $137,000 and $548,000 for
the comparable quarters ended April 30, 2004 and 2003. At
April 30, 2004 the company has recorded in other comprehensive
income net deferred losses of approximately $642,000
($462,000 net of tax) related to natural gas hedging
transactions.
At second quarter-end, the company had open hedge positions
totaling 600 MMcfg covering the months of May through
October 2004 at an average NYMEX price of $4.81 per Mcf. Also at
second quarter-end, the May hedge was closed and a deferred loss
of $112,000 was realized. The remaining hedges are ratably
allocated to June through October 2004, and are expected to cover
less than 65% of the company's estimated total production for
those five months. Average gas prices in the company's market
areas are expected to be 15% to 17% below NYMEX prices due to
basis differentials and transportation costs.
During 2004 the company entered into a bank hedging line of
credit facility with a maximum threshold amount of $2,000,000.
At April 30, 2004, 30% of the company's open natural gas hedge
positions were covered by this agreement. The company also
hedged the basis differential between the NYMEX and Panhandle
Eastern Pipeline Co. prices on 200 MMcfg for the months of
May 2004 through October 2004.
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,
2004 2003 2004 2003
----------- ----------- --------- ---------
Net Income $ 1,951,000 $ 1,187,000 $ 786,000 $ 502,000
Other comprehensive
income (loss),
net of tax:
Change in fair value
of futures
contracts used for
natural gas hedging (642,000) (37,000) (279,000) 113,000
----------- ----------- --------- ---------
Comprehensive income $ 1,309,000 $ 1,150,000 $ 507,000 $ 615,000
=========== =========== ========= =========
Oil and gas sales volume and price comparisons for the
indicated periods are set forth below. Price realizations
include the sales price and hedging gains and losses.
Six Months Six Months Percent Percent
Ended April 30, 2004 Ended April 30, 2003 Volume Price
-------------------- --------------------
Product Volume Price Volume Price Change Change
------- ------- ------- ------- ------- ------ ------
Gas (Mcf) 861,000 $ 4.69(1) 630,700 $ 4.04(3) + 36% + 16%
Oil (bbls) 21,200 $31.58 17,300 $28.27 + 23% + 12%
Three Months Three Months Percent Percent
Ended April 30, 2004 Ended April 30, 2003 Volume Price
-------------------- --------------------
Product Volume Price Volume Price Change Change
------- ------- ------- ------- ------- ------ ------
Gas (Mcf) 403,000 $ 4.30(2) 317,700 $ 3.77(4) + 27% + 14%
Oil (bbls) 11,200 $32.77 8,100 $30.55 + 38% + 7%
_____________________________
(1) Includes $0.07 Mcf hedging loss.
(2) Includes $0.34 Mcf hedging loss.
(3) Includes $0.69 Mcf hedging loss.
(4) Includes $1.72 Mcf hedging loss.
OPERATIONS
The company's business focuses on two core projects--natural
gas drilling along the shelf of the Northern Anadarko Basin of
Oklahoma and application of its patented Calliope Gas Recovery
System. The company believes that, in combination, these two
projects provide an excellent (and possibly unique) balance for
achieving its goal of adding long-lived gas reserves and
production at reasonable costs and risks.
Anadarko Shelf Drilling Program. The company drills
primarily for natural gas on its 40,000 gross acre inventory
located along the northern shelf of the Anadarko Basin of
Oklahoma. During fiscal 2004, the company has drilled eight
wells in this area with an 88% success rate. Three previously
reported wells have been completed for production. One
additional well is awaiting completion and pipeline connection.
All of the completions occurred after second quarter-end. Seven
new wells are currently on the summer drilling schedule.
The Rosalee #1-9 was recently drilled on the company's
17,000 gross acre Sand Creek Prospect located in Ellis and Harper
Counties, Oklahoma. It is the 21st well drilled on the prospect,
and established production about one mile west of the
Bobby John #1-10. The 7,825-foot well encountered 10 feet of
porous Morrow sand and is currently producing from a natural
completion on an 18\64-inch choke at a daily rate of 1.15 MMcfg
(million cubic feet of gas per day). A north offset has been
permitted. CREDO is the operator and owns a 26% working
interest.
About one mile to the west, the company drilled a north
offset to a new oil discovery flowing in excess of 100 barrels of
oil per day from the Oswego limestone formation. The well
resulted in a dry hole. The company has a very small working
interest in the discovery well.
Approximately seven miles to the north, the Eva #1-34 was
recently completed on the company's 6,000 gross acre Two Springs
Prospect in Harper County. It is the seventh well drilled on the
prospect and extended Morrow sand production about one-half mile
north of the Gillenwaters #1-34. The 7,200-foot well encountered
seven feet of porous Morrow sand with excellent pressure. Prior
to fracture stimulation, it is producing from a natural
completion on a 24\64-inch choke at a daily rate in excess of
700 Mcfg (thousand cubic feet of gas). CREDO is the operator and
owns a 34% working interest.
Approximately eight miles to the north, the Owens #1-21 has
been completed as a new oil discovery on the company's
2,560 gross acre Buffalo Creek Prospect in Harper County. The
6,900-foot well encountered 14 feet of porous Oswego limestone
and is currently producing on pump at the daily rate in excess of
100 barrels of oil and 100 Mcfg. This well is also awaiting
stimulation. CREDO is the operator and owns a 31% working
interest. Two additional wells are being permitted for drilling
and more wells are expected.
About 11 miles east of the Rosalee, the company has drilled
the first well on its 1,920 gross acre Horseshoe Prospect in
Harper County. The 7,200-foot well encountered six feet of
porous Morrow sand. Drilling data and electric logs indicate that
it will be productive and it is awaiting completion and pipeline
connection. CREDO is the operator and owns a 49% working
interest.
Seven additional wells are currently on the summer drilling
schedule. A rank wildcat will test the company's new 1,920 gross
acre Glacier Prospect in Harper County, Oklahoma. The prospect
is located about five miles east of the Sand Creek Prospect.
CREDO will operate five of the scheduled wells and is currently
waiting on rig availability which is anticipated in July.
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.
This year, the company has installed its Calliope Gas
Recovery System on two wells located in Oklahoma. Four systems
are scheduled for installation.
The two completed installations are prototypes to test
Calliope on wells with known reservoir damage caused by the
"parting shots" of previous operators. These prototypes
represent very rigorous challenges for Calliope which could
further expand its application envelope. The company is
performing a group of reservoir treatments designed to mitigate
the reservoir damage. Such procedures are generally not
practical in low pressure reservoirs because the treatment fluids
load-up the well and are often impossible to recover. Calliope
can normally remove the fluids, thus substantially increasing the
probability of successfully treating low pressure reservoirs.
CREDO owns an 80% working interest in the wells and is the
operator.
The company is preparing to install Calliope systems on
four additional wells. These wells are all located in Oklahoma
and range in depth from 7,800 to 12,000 feet. They had
cumulative production ranging up to 16.1 Bcfg (billion cubic feet
of gas). All of the wells were dead at the time of purchase.
These Calliope installations are expected at the rate of about
one per month barring any delays caused by a backlog for field
services.
Calliope has proven to be reliable and flexible over a wide
range of applications on wells the company owns and operates. It
has also proven to be consistently successful. This has resulted
in an impressive track record for the new technology.
Accordingly, the company has recently begun implementing
strategies to substantially increase the number of wells on which
Calliope will be installed.
STOCK SPLIT AND DIVIDEND
On March 24, 2004, the company declared a three-for-two
stock split to shareholders of record on April 5, 2004.
Accordingly, 2,006,000 additional shares were issued on
April 20, 2004. Common stock has been increased by the par value
of the shares issued with a corresponding decrease in capital in
excess of par value.
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.
In both transactions, 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 split in 2004 and
the stock dividend in 2003.
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. 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 six month
periods ended April 30, 2004 and 2003, the company recognized
$6,000 and $4,000, respectively, of accretion expense on the
liability.
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."
Among other provisions, the statement amends the disclosure
requirements of SFAS No. 123, "Accounting for Stock-Based
Compensation." 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 SFAS No. 123, the company's net income and
per share amounts would have been reported as follows:
Six Months Ended Three Months Ended
April 30, April 30,
2004 2003 2004 2003
----------- ----------- ----------- -----------
Net Income as reported $ 1,951,000 $ 1,187,000 $ 786,000 $ 502,000
Pro forma stock
compensation expense,
net of tax (141,000) (24,000) (70,000) (12,000)
----------- ----------- ----------- -----------
Pro forma net income $ 1,810,000 $ 1,163,000 $ 716,000 $ 490,000
=========== =========== =========== ===========
Basic net income
per share:
As reported $ 0.32 $ 0.20 $ 0.13 $ 0.08
====== ====== ====== ======
Pro forma $ .30 $ 0.19 $ 0.12 $ 0.08
====== ====== ====== ======
Diluted net income
per share:
As reported $ 0.32 $ 0.20 $ 0.13 $ 0.08
====== ====== ====== ======
Pro forma $ 0.29 $ 0.19 $ 0.11 $ 0.08
====== ====== ====== ======
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 energy 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, 2004 Compared to Six Months Ended
April 30, 2003
For the six months ended April 30, 2004, net income rose
64% to $1,951,000 compared to $1,187,000 last year. Higher net
income resulted primarily from a 35% increase in production
volumes and a 15% increase in product prices.
Total revenues rose 47% to $5,123,000 compared to $3,475,000
last year. Oil and gas sales rose 55% to $4,706,000 compared to
$3,034,000 last year. Total natural gas price realizations,
including the effect of hedging transactions, rose 16% to
$4.69 per Mcf compared to $4.04 last year. Net wellhead prices
for oil rose 12% to $31.58 per barrel compared to $28.27 last
year. Natural gas production rose 36% to 861,000 Mcf compared to
630,700 Mcf last year and oil production rose 23% to 21,200 bbls
compared to 17,300 bbls last year. The effect of these higher
volumes and prices was to increase oil and gas sales by
$1,672,000. Operating income increased 16% due to an increase in
drilling and production overhead income from new operated wells.
Investment income and other decreased to $125,000 compared to
$190,000, for the same six month period last year due to a shift
to more conservative investments and general market declines.
Total costs and expenses increased 25% to $2,413,000 in the
first six months of fiscal 2004 compared to $1,926,000 last year.
Oil and gas production expenses rose 35%, or $240,000, due
primarily to increased production taxes resulting from increased
production volumes and prices. Depreciation, depletion and
amortization increased 31% primarily due to increased production
and an increase in the amortizable full cost pool base. General
and administrative expenses increased 10% due to increases in
salaries and wages, consulting fees relating to increased
regulatory requirements 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 both 2004 and 2003.
Three Months Ended April 30, 2004 Compared to Three Months Ended
April 30, 2003
For the three months ended April 30, 2004, net income rose
57% to $786,000 compared to $502,000 last year. Higher net
income resulted primarily from a 28% increase in production
volumes and a 13% increase in product prices.
Total revenues rose 35% to $2,273,000 compared to $1,684,000
last year. Oil and gas sales rose 45% to $2,101,000 compared to
$1,445,000 the same quarter last year. Total natural gas price
realizations, including the effect of hedging transactions, rose
14% to $4.30 per Mcf compared to $3.77 last year. Net wellhead
prices for oil rose 7% to $32.77 per barrel compared to $30.55
last year. Natural gas production rose 27% to 403,000 Mcf
compared to 317,700 Mcf last year and oil production rose 38% to
11,200 bbls compared to 8,100 bbls last year. The effect of
these higher volumes and prices was to increase oil and gas sales
by $656,000. Operating income increased 24% due to an increase
in drilling and production overhead income from new operated
wells. Investment income and other decreased to $17,000 compared
to $114,000 last year due to the overall market declines
experienced during the second quarter of 2004.
Total costs and expenses increased 20% to $1,181,000 in the
second quarter of fiscal 2004 compared to $987,000 the same
quarter last year. Oil and gas production expenses rose 29%, or
$107,000, due primarily to increased production taxes resulting
from increased production volumes and prices as well as increased
oilfield costs. Depreciation, depletion and amortization
increased 27% primarily due to increased production and an
increase in the amortizable full cost pool base. General and
administrative expenses increased 2% due to inflationary
pressures.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Accounting for Oil and Gas Property Costs. As more fully
discussed in Note 1 to the consolidated financial statements
included with the company's Form 10-KSB for the fiscal year ended
October 31, 2003, the company (i) follows the full cost method of
accounting for the costs of its oil and gas properties,
(ii) amortizes such costs using the units of production method,
and (iii) applies a quarterly full cost ceiling test. Adverse
changes in conditions (primarily gas price declines) could result
in permanent write-downs in the carrying value of oil and gas
properties as well as non-cash charges to operations, but would
not affect cash flows.
Estimates of Proved Oil and Gas Reserves. An independent
petroleum engineer annually estimates approximately 60% of the
company's proved reserves. The company estimates the remainder.
Reserve engineering is a subjective process that is dependent
upon the quality of available data and the interpretation
thereof. In addition, subsequent physical and economic factors
such as the results of drilling, testing, production and product
prices may justify revision of such estimates. Therefore, actual
quantities, production timing, and the value of reserves may
differ substantially from estimates. A reduction in proved
reserves would result in an increase in depreciation, depletion
and amortization ("DD&A") expense. A large reduction in proved
reserve quantities or values could result in a permanent
write-down in the carrying value of oil and gas properties as
discussed in Accounting for Oil and Gas Property Costs above.
Estimates of Asset Retirement Obligations. In accordance with
SFAS No 143, the company makes estimates of future costs and the
timing thereof in connection with recording its future
obligations to plug and abandon wells. Estimated abandonment
dates will be revised in the future based on changes to related
economic lives, which vary with product prices and production
costs. Estimated plugging costs may also be adjusted to reflect
changing industry experience. Increases in operating costs and
decreases in product prices would increase the estimated amount
of the obligation and increase DD&A expense. Cash flows would
not be affected until costs to plug and abandon were actually
incurred.
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: June 14, 2004
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 PURSUANT TO RULE 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this 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 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-15(e) and 15d-15(e) for the Registrant and have:
a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
c) Disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the
Registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's
internal control over financial reporting; and
5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's
auditors and the audit committee of Registrant's Board of
Directors:
a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the Registrant's internal control over financial
reporting.
Date: June 14, 2004
/s/ James T. Huffman
----------------------------------
James T. Huffman
Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this 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 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-15(e) and 15d-15(e) for the Registrant and have:
a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
c) Disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the
Registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's
internal control over financial reporting; and
5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's
auditors and the audit committee of Registrant's Board of
Directors:
a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the Registrant's internal control over financial
reporting.
Date: June 14, 2004
/s/ James P. Garrett, Jr.
----------------------------------
James P. Garrett, Jr.
Vice President and Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CREDO Petroleum
Corporation (the "Company") on Form 10-QSB for the period ending
April 30, 2004 as filed with the Securities and Exchange on the
date hereof (the "Report"), we, James T. Huffman and James P.
Garrett, Jr., President and Chief Executive Officer, and Vice
President and Chief Financial Officer, respectively, of the
Company, certify, pursuant to 18 U.S.C., SS 1350, as adopted
pursuant to SS 906 of the Sarbanes-Oxley Act of 2002, that to our
knowledge:
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.
June 14, 2004
/s/ James T. Huffman
----------------------------------
James T. Huffman
President and Chief Executive Officer
/s/ James P. Garrett, Jr.
----------------------------------
James P. Garrett, Jr.
Vice President and Chief Financial Officer