FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] 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 0-20760
GREKA Energy Corporation
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(Exact name of registrant as specified in its charter)
Colorado 84-1091986
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation of organization) Identification No.)
630 Fifth Avenue, Suite 1501, New York, NY 10111
------------------------------------------------
(Address of principal executive office)
(212) 218-4680
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(Registrant's telephone number, including area code)
Not applicable
------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. _X_ Yes ___ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. X Yes No
--- ---
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
As of August 14, 2000, GREKA had 4,339,940 shares of Common Stock, no par value
per share, outstanding.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION .............................................3
Item 1. Financial Statements...............................................3
Condensed Consolidated Balance Sheets as of June 30, 2000
(Unaudited) and December 31, 1999 .....................................3
Condensed Consolidated Statements of Operations for the Six and
Three Month Periods Ended June 30, 2000 and 1999 (Unaudited)..........4
Condensed Consolidated Statements of Cash Flows for the
Six Month Periods Ended June 30, 2000 and 1999 (Unaudited)............5
Notes to Condensed Consolidated Financial Statements (Unaudited).........6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation...................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk........16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................17
Item 2. Changes in Securities and Use of Proceeds.........................17
Item 3. Defaults Upon Senior Securities...................................17
Item 4. Submission of Matters to a Vote of Security Holders...............17
Item 5. Other Information.................................................17
Item 6. Exhibits and Reports on Form 8-K..................................18
SIGNATURE..................................................................18
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Current Assets
Cash and equivalents $1,313,951 $ 97,319
Restricted cash 224,139 1,000,000
Accounts receivable trade, net of
allowance for doubtful accounts of
$1,343,852 (1999) 7,297,385 4,681,823
Inventories 5,145,432 4,253,277
Other current assets 1,163,647 1,951,554
---------- ----------
Total Current Assets 15,144,555 11,983,973
---------- ----------
Property and Equipment
Investment in limestone property,
at cost 3,675,973 3,675,973
Oil and gas properties (full cost method) 29,969,435 29,653,061
Land 17,387,740 17,210,814
Plant and equipment 27,400,325 26,875,661
---------- ----------
78,433,473 77,415,509
Less accumulated depletion, depreciation
and amortization (8,718,830) (7,128,995)
---------- ----------
Property and Equipment - Net 69,714,643 70,286,514
Other Assets 2,400,671 1,943,196
---------- ----------
Total Assets $87,259,869 $84,213,683
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 7,440,729 $ 8,235,627
Current maturities of long term notes 7,645,168 13,173,296
---------- ----------
Total Current Liabilities 15,085,897 21,408,923
Long Term debt, net of current Portion 24,537,321 20,446,510
Other Liabilities 9,844,178 8,979,927
Stockholder's Equity
Common Stock, no par value, 50,000,000
Shares authorized, issued 4,339,940 37,261,043 37,261,043
Accumulated comprehensive income(loss) (19,243) (19,243)
Retained (deficit) earnings 550,673 (3,863,477)
---------- ----------
Total Stockholders' Equity 37,792,473 33,378,323
---------- ----------
$87,259,869 $84,213,683
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Six Months Ended June 30, Three Months Ended June 30,
------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Total Revenues $23,379,915 $ 9,048,558 $13,699,489 $ 8,695,456
Expenses
Production costs 12,439,433 4,648,400 7,016,569 4,435,414
General and administrative 3,124,510 1,587,002 1,720,221 1,162,267
Depletion, depreciation and
Amortization 1,589,839 1,719,186 642,925 1,500,811
---------- --------- --------- ---------
Total Expenses 17,153,782 7,954,589 9,379,715 7,098,492
Operating Income (Loss) 6,226,133 1,093,969 4,319,774 1,596,964
Other Income (Expense)
Equity in pre-merger loss of Saba -- (553,483) -- --
Other -- 679,265 -- 652,948
Interest (expense) (1,811,984) (646,271) (784,614) (542,851)
---------- --------- --------- ---------
Other Income (Expense), Net (1,811,984) (520,489) (784,614) 110,097
Income (Loss) before Income Tax 4,414,150 573,480 3,535,160 1,707,061
Provision for Colombian Taxes -- 472,100 -- 472,100
Minority Interest in Loss (Earnings)
of Consolidated Subsidiary -- (20,617) -- (19,579)
---------- --------- --------- ---------
Net Income $4,414,160 121,997 3,535,160 1,254,540
---------- --------- --------- ---------
Other Comprehensive Income -- 63,982 -- 63,982
---------- --------- --------- ---------
Net Comprehensive Income $ 4,414,160 $ 185,979 $ 3,535,160 $ 1,318,522
========== ========== ========== ==========
Earnings per share
Basic
Net income per share $ 1.02 $ 0.03 $ .81 $ 0.31
========== ========== ========== ==========
Diluted
Net income per share $ 0.99 $ 0.03 $ 0.80 $ 0.31
========== ========== ========== ==========
Weighted average shares outstanding
Basic 4,339,940 3,626,639 4,339,940 4,221,018
========== ========== ========== ==========
Diluted 4,443,366 3,626,639 4,414,449 4,221,018
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------------ --------------
<S> <C> <C>
Cash flows from Operating Activities
Net Income $4,414,160 $121,997
Adjustments to reconcile net
income to net cash provided by(used for)
operating activities
Depletion, depreciation and
Amortization 1,589,839 1,719,186
Equity in pre-merger loss of Saba -- 553,483
Compensation Expense - Common Stock -- 150,000
Changes in:
Accounts receivable (2,615,562) (3,054,506)
Other current assets 1,051,794 (116,128)
Other assets (451,475) --
Inventory (892,155) (1,267,571)
Accounts payable and accrued
Liabilities 794,898 (1,095,747)
Minority interest in loss of subsidiary -- (20,617)
---------- ----------
Net Cash Provided (Used)
in Operating Activities 3,891,499 818,409
Cash Flows from Investing Activities
Expenditures for property and equipment (1,137,964) (474,403)
Proceeds from sale of property 120,000 --
Acquisition of inventory -- 1,000,000
Expenditures for acquisition of Saba,
net of cash acquired -- 234,850
---------- ----------
Net Cash Used In
investing Activities (1,017,964) ( 1,239,553)
---------- ----------
Cash Flows from Financing Activities
Proceeds from(payments of) notes payable and
long-term debt (3,904,617) 11,526,450
Principal payments on notes
payable and long-term debt (5,381,696) (7,219,733)
Net increase in revolver loan 335,560 --
Payment of financing cost -- (330,438)
---------- ----------
Net Cash Provided (Used) by Financing
Activities (1,656,903) 3,976,369
---------- ----------
Net Increase (Decrease) in Cash and
cash Equivalents 1,216,632 1,918,407
Cash and Cash Equivalents at Beginning
of Period 97,319 250,212
---------- ----------
Cash and Cash Equivalents at End of Period $1,313,951 $2,186,619
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GREKA ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements
have been prepared on a basis consistent with the accounting principles and
policies reflected in the financial statements for the year ended December 31,
1999, and should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's 1999 Form 10-K/A. In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (which, except as otherwise
disclosed herein, consist of normal recurring accruals only) necessary to
present fairly the Company's consolidated financial position as of June 30,
2000,and the consolidated results of operations for the six and three month
periods ended June 30, 2000 and 1999, and the consolidated cash flows for the
six month periods ended June 30, 2000 and 1999.
Oil and Gas Properties
The Company periodically reviews the carrying value of its oil and gas
properties in accordance with requirements of the full cost method of
accounting. Under these rules, capitalized costs of oil and gas properties may
not exceed the present value of estimated future net revenues from proved
reserves, discounted at 10%, plus the lower of cost or fair market value of
unproved properties ("ceiling"). Application of this ceiling test generally
requires pricing future revenue at the prices in effect as of the end of each
reporting period and requires a writedown for accounting purposes if the ceiling
is exceeded.
Business Segments
The Company`s operations are in three industry segments: Integrated
Operations (California refinery and E&P), E&P Americas, and E&P International.
Information about the Company's operation by segment as of and for the three and
six month periods ended June 30, 2000 and 1999, is as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Integrated E&P E&P Corporate
Ended June 30, 2000 Operations Americas International and other Total
------------------- ---------- -------- ------------- --------- -------
<S> <C> <C> <C> <C> <C>
Total Oil and Gas Revenue $ 2,206 $3,428 $170 ($2,262) $3,541
Refinery Revenue 10,158 0 0 0 10,158
Total Revenue 12,364 3,428 170 ( 2,262) 13,699
Production Costs 668 979 27 0 1,674
Refinery Costs 7,604 0 0 ( 2,262) 5,342
Gross Profit 4,092 2,449 142 0 6,683
Other Expenses 395 472 58 795 1,720
DD&A Expenses 250 369 24 0 643
EBITDA 3,697 1,977 84 ( 795) 4,963
EBIT 3,447 1,608 60 ( 795) 4,320
Interest and other
(expenses) income 537 (15) 13 250 785
Net income (loss) $2,910 $1,623 $47 ( $1,045) $3,535
================================================================
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Six Months Integrated E&P E&P Corporate
Ended June 30, 2000 Operations Americas International and other Total
------------------- ---------- -------- ------------- --------- -------
<S> <C> <C> <C> <C> <C>
Total Oil and Gas Revenue $ 4,157 $ 6,255 $ 423 ($4,157) $ 6,678
Refinery Revenue 16,702 0 0 0 16,702
Total Revenue 20,859 6,255 423 (4,157) 23,380
Production Costs 1,373 1,719 84 0 3,175
Refinery Costs 13,421 0 0 (4,157) 9,264
Gross Profit 6,066 4,535 339 0 10,940
Other Expenses 1,116 870 104 1,034 3,125
DD&A Expenses 729 783 77 0 1,590
EBITDA 4,950 3,665 235 (1,034) 7,816
EBIT 4,221 2,882 157 (1,034) 6,226
Interest and other
(expenses) income 1,214 69 27 502 1,812
Net income (loss) $ 3,007 $ 2,814 $129 ($1,536) $4,414
==================================================================
Capital Expenditures $ 478 $ 708 $ (419) $ 251 $ 1,018
Identifiable Assets $ 58,241 $ 15,331 $ 7,622 $ 6,066 $ 87,260
</TABLE>
<TABLE>
<CAPTION>
Three Months Integrated E&P E&P Corporate
Ended June 30, 1999 Operations Americas International and other Total
------------------- ---------- -------- ------------- --------- -------
<S> <C> <C> <C> <C> <C>
Total Revenue $ 5,314 $1,510 $ 1,872 $ 0 $ 8,696
Production Costs 2,698 715 1,023 0 4,436
Gross Profit 2,616 795 849 0 4,260
Other Expenses 163 416 100 483 1,162
DD&A Expenses 800 401 267 33 1,501
EBITDA 2,452 379 749 (483) 3,097
EBIT 1,653 (22) 482 (516) 1,597
Interest and other
(expenses) income 72 62 (76) 284 342
Net income (loss) $ 1,581 $ (84) $ 558 $ (800) $ 1,255
==================================================================
</TABLE>
<TABLE>
<CAPTION>
Six Months Integrated E&P E&P Corporate
Ended June 30, 1999 Operations Americas International and other Total
------------------- ---------- -------- ------------- --------- -------
<S> <C> <C> <C> <C> <C>
Total Revenue $ 5,470 $ 1,564 $ 2,015 $ 0 $ 9,049
Production Costs 2,787 751 1,111 0 4,649
Gross Profit 2,683 813 904 0 4,400
Other Expenses 181 423 127 856 1,587
DD&A Expenses 921 442 299 57 1,719
EBITDA 2,502 390 777 (856) 2,813
EBIT 1,581 (52) 478 (93) 1,094
Interest and other
(expenses) income 72 62 (76) 914 972
Net income (loss) $ 1,509 $ (114) $ 554 $(1,827) $ 122
===================================================================
</TABLE>
7
<PAGE>
NOTE 2 - INVENTORY
Inventory is stated at the lower of cost, determined on a first-in, first-out
basis or market and includes material, labor and manufacturing overhead costs.
Due to the continuous manufacturing process, there is no significant work in
process at any time. Inventory consists of the following at June 30, 2000:
Raw Material ........................$ 1,450,517
Finished goods....................... 3,694,915
-----------
Total ............................$ 5,145,432
===========
NOTE 3 - STATEMENT OF CASH FLOWS
Following is certain supplemental information regarding cash flows for the six
month periods ended June 30, 2000 and 1999:
2000 1999
------------ --------
Interest paid $1,701,984 $784,614
Income taxes paid $ 0 $ 0
NOTE 4 - CONTINGENCIES
In 1993, GREKA's subsidiary acquired a producing mineral interest in California
from a major oil company. At the time of acquisition, the subsidiary's
investigation revealed that a discharge of diluent, a light, oil-based fluid
which is often mixed with heavier grades of crude had occurred on the acquired
property. The purchase agreement required the seller to remediate the area of
the diluent spill. After the subsidiary assumed operation of the property, it
became aware of additional diluent contamination and believes the major oil
company is responsible to remediate these areas as well. The subsidiary has
notified the seller of its obligation to remediate. Notwithstanding the
subsidiary's compliance in proceeding with any required remediation on seller's
account, the subsidiary is committed to hold the seller accountable for the
required remediation. Since the investigation is not complete, an accurate
estimate of cost cannot be made. In May 2000, the Company and the seller were
named as parties to a legal proceeding filed by the surface owner of the
property with respect to the contamination. (See Part II, Item 1-"Legal
Proceedings")
In 1995, GREKA's subsidiary agreed to acquire an oil and gas interest in
California on which a number of out of production oil wells had been drilled by
the seller. The acquisition agreement required that the subsidiary assume the
obligation to abandon any wells that the subsidiary did not return to
production, irrespective of whether certain consents of third parties necessary
to transfer the property to the subsidiary were obtained. A third party whose
consent was required to transfer the property did not consent to the transfer
and is holding the seller accountable for all remediation. Management believes
the subsidiary has no obligation to remediate this property because it believes
the seller did not give the subsidiary any consideration to enter into the
contract for the property. Since May 2000, the subsidiary commenced remediation
on the subject property as directed by the regulatory agency. Notwithstanding
the subsidiary's compliance in proceeding with any required remediation on
seller's account, the subsidiary is committed to hold the seller accountable for
the required obligations of the property. Since the investigation is not
complete, an accurate estimate of cost cannot be made.
8
<PAGE>
GREKA's subsidiary owns an asphalt refinery in Santa Maria, California, with
which significant environmental remediation obligations are associated. This
refinery was acquired from Conoco Inc. in 1994 and Conoco performs all
environmental obligations that arose during and as a result of its operations of
the refinery prior to the acquisition.
GREKA's subsidiaries, as is customary in the industry, are required to plug and
abandon wells and remediate facility sites on their properties after production
operations are completed. The cost of such operation will be significant and
will occur, from time to time, as properties are abandoned.
There can be no assurance that material costs for remediation or other
environmental compliance will not be incurred in the future. The occurrence of
such environmental compliance costs could be materially adverse to the Company.
No assurance can be given that the costs of closure of any of the Company's
subsidiaries' other oil and gas properties would not have a material adverse
effect on the Company.
NOTE 5 - SALE OF NON-PRODUCING ASSETS
In June and July 2000, the Company's Canadian subsidiary sold a portion
of its non-producing oil and gas assets for an aggregate contract price of $0.9
million.
NOTE 6 - FINANCING AND DEBT RESTRUCTURING
In June 2000, the Company closed with Canadian Imperical Bank of
Commerce the financing of up to $47.5 million with actual availability subject
to borrowing base adjustments. A portion of the proceeds were paid to reduce the
current debt of the Company, which payment resulted in the complete elimination
of all Bank One debt ($2,986,497).
In June 2000, the Company exchanged $3.3 million of Saba 9% senior
subordinated debentures for GREKA debentures.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
GREKA Energy Corporation, a Colorado corporation ("GREKA" or the
"Company") is an independent integrated energy company committed to creating
shareholder value by capitalizing on consistent cash flow hedged from oil price
fluctuations within integrated operations, exploiting E&P opportunities and
penetrating new niche markets utilizing proprietary technology with an emphasis
on low cost short radius horizontal drilling technology patented by BP Amoco and
licensed to GREKA. GREKA has oil and gas production, exploration and development
activities in North America and the Far East, with primary areas of activity in
California, Louisiana, and China. In addition, GREKA owns and operates an
asphalt refinery in California through a wholly-owned subsidiary.
Business Strategy
GREKA's objective is to build shareholder value through consistent
economic growth both in the increased throughput at its asphalt refinery and in
the growth of its reserves and production thereby creating an increase in net
asset value per share, cash flow per share and earnings per share. Management is
focused on a balanced program of low to medium risk exploitation and development
of its existing reserves utilizing its low cost horizontal short radius drilling
technology licensed from BP Amoco. This is balanced by rapid growth through the
acquisition of synergistic businesses such as the Saba Petroleum Company
("Saba") acquisition concluded during the first quarter of 1999. All asset and
capital investment decisions are measured and ranked by their risk-adjusted
impact on per share value.
GREKA has established a three prong strategy that capitalizes on its
asset base to enhance shareholder value as follows:
9
<PAGE>
Integrated Hedged Operations
Hedged operations of GREKA are planned to focus on the integration of
its Santa Maria (California) assets, including an asphalt refinery and interest
in heavy oil fields. The hedged operations are targeted to capitalize on the
stable asphalt market in California by providing a balance of equity and third
party feedstock (heavy oil) into the refinery. The integration of the refinery
(100% owned) with the interests in the heavy oil producing fields (100% working
interest) has successfully provided a stable hedge to GREKA on each equity
barrel (since June 1999). GREKA's strategy in these integrated assets is
two-fold:
1. GREKA intends to proceed with acquisitions that enhance the
long-term feedstock supply to the refinery.
2. GREKA intends to implement the proprietary BP Amoco Horizontal Drilling
Technology to cost-efficiently boost production rates from the 150
potential drilling locations identified in the Santa Maria Valley area of
central California.
The two actions are targeted to increase throughput into the refinery from the
highest rate during 1999 of approximately 4,500 barrels per day to 10,000
barrels per day by year end 2002. It is anticipated that the profitability from
these integrated operations will not be affected by volatile oil prices. It is
also anticipated that, by using the equity barrels to supply the refinery,
working capital requirements should be lower and cash flow should be enhanced.
The continued stability of the price of asphalt, coupled with reduced costs for
processing and lifting, should create a substantial value for GREKA's
shareholders.
Exploitation, Exploration & Production
GREKA is focusing on return to production ("RTP") work that had been
ignored by Saba. Such RTP has enhanced and is expected to continue to enhance
the current production levels and capitalize on current oil prices (as announced
in GREKA's press release of August 1, 2000). GREKA plans to capitalize on its
existing portfolio of domestic and international exploitation and exploration
projects that are synergistic with GREKA's BP Amoco Horizontal Drilling
Technology. GREKA plans to specifically focus on its existing concessions in
strategic locations, such as China, where GREKA believes there is a significant,
long-term demand for energy and a niche advantage for the Company.
BP Amoco Horizontal Drilling Technology
GREKA plans to continuously pursue new, emerging opportunities in the
energy business to identify and evaluate niche markets for its proprietary
knowledge. Two specific niche targets are coal bed methane projects and gas
storage. These opportunities should provide significant upside from the use of
short horizontal laterals.
Significant and lucrative markets exist for the application of the
niche technology for GREKA's short radius horizontal drilling know-how. Mature
fields are in abundance throughout the world where the operators are faced with
declining production, uncertain oil prices and upcoming costs to abandon and
plug the uneconomic wells at their production rates. Such an environment creates
a unique market for GREKA to acquire such fields through a conservative
selection process. Primary acquisition candidates will have existing production,
existing operating infrastructure and facilities, geological formations
conducive to the technology, well bores and pay zones under ten thousand feet
with sufficient recoverable oil in place. As an example, GREKA has found that
California is a unique opportunity due to its stringent new drilling
regulations. GREKA's activities are essentially "re-work" negating any lengthy
approvals through the regulatory authorities. Such an environment has created
"pockets" of opportunity whereby significant recoverable oil has been left in
place by the majors and owners which, rather than attempt a costly endeavor to
drill new wells in urban areas, choose to sell their oil and gas interests.
GREKA intends to pursue such opportunities.
10
<PAGE>
Business Development of GREKA
GREKA Energy Corporation was formed in 1988 as a Colorado corporation
under the name of Kiwi III, Ltd. On May 13, 1996, GREKA, then known as Petro
Union, Inc., filed a voluntary petition for relief pursuant to Chapter 11 of the
United States Bankruptcy Code. Current GREKA management acquired Petro Union,
Inc. and simultaneously procured on August 28, 1997, an order confirming Petro
Union's First Amended Plan of Reorganization from the Bankruptcy Court for the
Southern District of Indiana. The bankruptcy court approved the final accounting
and closed the bankruptcy proceedings on March 26, 1998.
During 1998, management of GREKA focused substantially all of its
efforts on corporate restructuring, recapitalization and acquisition efforts and
an investment in a horizontal drilling pilot program in the Cat Canyon field in
California that all were part of implementing its strategic niche growth plan.
During the latter part of 1998 and early 1999, management was primarily focused
on the acquisition of Saba, which had substantial reserves suited to
exploitation by GREKA's horizontal drilling technology, and considerable
expenses were incurred in connection with the Saba transactions in the first
quarter of 1999. Due to the significance to GREKA of the Saba acquisition,
GREKA's management and staff devoted a substantial amount of time and effort to
the acquisition.
On March 22, 1999, the Company, then known as Horizontal Ventures,
Inc., changed its name to GREKA Energy Corporation. Effective March 24, 1999,
GREKA acquired Saba as a wholly owned subsidiary.
Immediately subsequent to the completion of the acquisition, management
commenced its strategy which resulted in the following material accomplishments:
o In May 1999, the Company's subsidiary assumed full operation of its asphalt
refinery which significantly increased, and is expected to continue to
increase, operating cash flows.
o Also in May 1999, the Company's subsidiaries secured financing with a new
bank, BNY Financial Corporation ("BNY"), for $11 million which was later
increased to $12 million in September 1999.
o Further in May 1999, the Company's subsidiary paid $6 million to Bank One
Texas, N.A. ("Bank One") to reduce the debt owed by Saba which was in
default since 1998.
o In June 1999, the Company's subsidiary sold its non-core assets in
Colombia, further reducing its debt by $10 million while maintaining upside
potential through either a repurchase option which has recently been
exercised or a court order directing rescission of the sale.
o In July 1999, the Company completed the acquisition of all of the Beaver
Lake Resources Corporation (the owner of the Company's Canadian assets)
shares it did not already own, thereby privatizing Beaver Lake as a wholly
owned subsidiary. Greka issued approximately 68,000 shares to complete the
acquisition of the minority interest.
o In August 1999, the Company entered into a term sheet to restructure Saba's
9% senior subordinated debentures.
o Also in August 1999, the Company's subsidiary emerged from voluntary
bankruptcy following consummation of the sale of its non-core assets in
Colombia.
o Further in August 1999, the Company's subsidiary signed a production
sharing contract with the China United Coalbed Methane Corporation Ltd. to
jointly exploit coalbed methane (CBM) resources in China.
11
<PAGE>
o In November 1999, the Company's subsidiaries closed the financing of a $35
million facility with GMAC Commercial Credit LLC to provide financing to
reduce current liabilities and for future acquisitions.
o Also in November 1999, the Company's subsidiary made an additional payment
of $11.2 million to Bank One to reduce the defaulted debt owed by Saba.
o Further in November 1999, the Company adopted a shareholder rights plan to
preserve the long-term value of the Company for its shareholders.
o In December 1999, the Company announced that its shares commenced trading
on the Nasdaq National Market System.
o In February 2000, GREKA announced that it had the option to re-purchase
Colombian assets valued at approximately $65 million (PV-10) pursuant to
the Company's calculations that a look-back provision, under the agreement
by which the assets were sold, is three times greater than the required
valuation threshold. In March 2000, GREKA further announced that, subject
to a court order directing rescission of the sale, it had exercised its
option to re- purchase the Colombian assets for an estimated cost of $12
million which will result in the Company's receipt of assets with a PV-10
value of approximately $65 million at December 31, 1999 (approximately
$12.22 per share outstanding). In August 2000, GREKA announced that it had
secured the Colombian assets with a court-ordered injunction, prohibiting
the transfer, encumbrance or disposition of the assets and related cash
flow until the court determines the rights of the parties under the
agreement. (See Part II, Item 1-"Legal Proceedings")
o In June 2000, the Company closed with Canadian Imperial Bank of Commerce
("CIBC") the financing of up to $47.5 million with actual availability
subject to borrowing base adjustments. A portion of the proceeds were paid
to reduce the current debt of the Company, which payment resulted in the
complete elimination of all Bank One debt.
o In June 2000, the Company exchanged $3.3 million of Saba 9% senior
subordinated debentures for GREKA debentures.
o In June and July 2000, the Company's Canadian subsidiary sold a portion of
its non-producing assets for an aggregate contract price of $0.9 million.
o In August 2000, the Company announced that its daily production increased
over 22%, with an 18% increase in oil production and a 34% increase in gas
production since December 1999. The Company further highlighted the
concentration of its E&P Americas segment on increasing gas production
which had risen 66% in June compared to March, through a continuous
workover program.
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Cautionary Information About Forward-Looking Statements
This document contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of historical facts, included in or
incorporated by reference into this Form 10-Q which address activities, events
or developments which the Company expects, believes or anticipates will or may
occur in the future are forward-looking statements. The words "believes,"
"intends," "expects," "anticipates," "projects," "estimates," "predicts" and
similar expressions are also intended to identify forward-looking statements.
These forward-looking statements include, among others, statements concerning:
* the benefits expected to result from GREKA's acquisition of Saba, including
* synergies in the form of increased revenues,
* decreased expenses and avoided expenses and expenditures that are expected
to be realized as a result of the Saba acquisition, and
* the complementary nature of GREKA's horizontal drilling technology and
certain oil reserves acquired with the acquisition of Saba, and
other statements of:
* expectations,
* anticipations,
* beliefs,
* estimations,
* projections, and
other similar matters that are not historical facts, including such matters
as:
* future capital,
* development and exploration expenditures (including the timing, amount and
nature thereof),
* drilling and reworking of wells, reserve estimates(including estimates of
future net revenues associated with such reserves and the present value of
such future net revenues),
* future production of oil and gas,
* repayment of debt,
* business strategies,
* oil, gas and asphalt prices and demand,
* exploitation and exploration prospects,
* expansion and other development trends of the oil and gas industry, and
* expansion and growth of business operations.
These statements are based on certain assumptions and analyses made by the
management of GREKA in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances.
GREKA cautions the reader that these forward-looking statements are subject
to risks and uncertainties, including those associated with:
* the financial environment,
* general economic, market and business conditions,
* the regulatory environment,
* business opportunities that may be presented to and pursued by GREKA,
* changes in laws or regulations
* exploitation and exploration successes,
* availability to obtain additional financing on favorable conditions,
* trend projections, and
* other factors, many of which are beyond GREKA's control,
that could cause actual events or results to differ materially from those
expressed or implied by the statements. Such risks and uncertainties include
those risks and uncertainties identified in the Management's Discussion and
Analysis sections of this document and risk factors discussed from time to time
in the Company's filings with the Securities and Exchange Commission.
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Significant factors that could prevent GREKA from achieving its stated
goals include:
* the inability of GREKA to obtain financing for capital expenditures and
acquisitions,
* declines in the market prices for oil, gas and asphalt, and
* adverse changes in the regulatory environment affecting GREKA.
The cautionary statements contained or referred to in this document
should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by GREKA or persons acting on its
or their behalf. GREKA undertakes no obligation to release publicly any
revisions to any forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Long-Term Potential
Management believes that the results of operations for the three month
period ended June 30, 2000 and cash flows of GREKA reported herein should be
indicative of the expected future second quarter results of operations and cash
flows of GREKA, since the results of operations of the Company's refinery are
somewhat seasonal due to seasonal fluctuations in the asphalt market. Asphalt
sales have been generally higher in the third quarter and lower in the first
quarter. Due to these seasonal fluctuations, results of operations for interim
quarterly periods may not be indicative of results which may be realized on an
annual basis. The results of the Company as reported herein, and which are
demonstrative of the successful implementation of management's business plan,
continue to reflect the long-term potential of the Company. The Company's EBITDA
is 36% of its revenue for the three months ended June 30, 2000, and it is
expected that, as the Company increases its revenues, its cash flows should
continue to increase.
Results of Operations
Comparison of Three Month Periods Ended June 30, 2000 and 1999
Revenues increased from $8,695,456 for the second quarter of 1999 to
$13,699,489 for the second quarter of 2000 primarily as a result of increased
production and increased prices.
Production costs increased from $4,435,414 for the second quarter of 1999
to $7,016,569 for the second quarter of 2000 primarily as a result of an
increase in the price of crude oil that was purchased by the refinery.
General and administrative expenses increased from $1,162,267 for the
second quarter of 1999 to $1,720,221 for the second quarter of 2000 primarily as
a result of increased staffing.
Depreciation, depletion and amortization decreased from $1,500,811 for the
second quarter of 1999 to $642,925 for the second quarter of 2000 also primarily
as a result of the Company having an increased reserve base.
Interest expense increased from $542,581 for the second quarter of 1999 to
$784,614 for the second quarter of 2000 primarily as a result of slightly higher
interest rates.
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Comparison of Six Month Periods Ended June 30, 2000 and 1999
Revenues increased from $9,048,558 for the first half of 1999 to
$23,379,915 for the first half of 2000 primarily as a result of increased
production and increased prices and as a result of the timing of the acquisition
of Saba which did not occur until the last week of the first quarter 1999.
Production costs increased from $4,648,400 for the first half of 1999 to
$12,439,483 for the first half of 2000 primarily as a result of an increase in
the price of crude oil that was purchased by the refinery and as a result of the
timing of the acquisition of Saba which did not occur until the last week of the
first quarter 1999.
General and administrative expenses increased from $1,587,002 for the first
half of 1999 to $3,124,510 for the first half of 2000 primarily as a result of
increased staffing.
Depreciation, depletion and amortization decreased from $1,719,186 for the
first half of 1999 to $1,589,839 for the first half of 2000 also primarily as a
result of the Company having an increased reserve base.
Interest expense increased from $646,271 for the first half of 1999 to
$1,811,984 for the first half of 2000 primarily as a result of slightly higher
interest rates and as a result of the timing of the acquisition of Saba which
did not occur until the last week of the first quarter 1999.
Liquidity and Capital Resources
The working capital at June 30, 2000 was $58,658 compared to a working
capital deficit of $22,404,303 at June 30, 1999. Current assets increased
$957,315 from $14,187,240 at June 30, 1999 to $15,144,555 at June 30, 2000 which
includes a decrease of $630,529 in cash and cash equivalents from $2,168,619 at
June 30, 1999 to $1,538,090 at June 30, 2000. Approximately $5,145,432 of
refinery raw material and finished product inventories resulted from refinery
operations. Current liabilities decreased from $36,591,543 at June 30, 1999 to
$15,085,897 at June 30, 2000, a decrease of $21,505,767 principally as a result
of the restructuring of most of the Company's installment debt. The current
portion of long term debt decreased $15,981,185 between the periods.
Cash Flows
Cash used in operations improved from an outflow of $818,409 for the six
months ended June 30, 1999 to an inflow of $3,891,499 for the six months ended
June 30, 2000. Net income for the period, adjusted for non-cash charges,
provided $6,003,999 of cash inflow.
The Company's net cash flows from investing activities decreased from a net
outflow of $1,239,553 for the six months ended June 30, 1999 to an outflow of
$1,017,694 for the six months ended June 30, 2000.
The Company's net cash provided by financing activities of $3,976,369 for
the six months ended June 30, 1999 compared to a net use of cash of $1,656,903
for the six months ended June 30, 2000.
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Liquidity
Under the direction of GREKA's management and in accordance with its
business strategy, GREKA has improved its liquidity and expects to have low
capital requirements. Specifically, GREKA expects to fund future capital
expenditures from its cash flow and lines of credit in place.
Capital Expenditures
The Company's growth is focused on acquisitions that are synergistic
with its technology. It is intended that such acquisitions will be achieved
concurrent with the closing of adequate financing. Operationally on the current
asset base, the Company expects to fund its annual capital expenditures by its
cash flow and lines of credit in place.
Under the direction of GREKA's management and in accordance with its
business strategy, GREKA has improved its liquidity and expects to have low
capital requirements. The Company is current on all its interest payments, and
has sufficient cash flow for all of its operating and foreseen capital
requirements. Further, GREKA intends to achieve the following:
* Continue to execute an aggressive rework program to return to
production existing wells on all properties that have shut-in wells.
* Utilize the in-house proprietary and cost effective horizontal
drilling technology to enhance production in the Santa Maria Valley
area.
* Continue to acquire assets to enhance the benefit of integrated
operations that collectively provide for low cost operating expenses
and high cash flow.
GREKA's management also believes that the disposition of non-core assets brings
opportunities for cost savings, and other synergies, resulting in improved cash
flow potential for the long-term growth of GREKA and of shareholder value.
Further, these dispositions give GREKA a stronger consolidated asset base upon
which it can rely in securing future financings, both equity and debt. However,
there is no assurance that any specific level of cost savings or other synergies
will be achieved or that such cost savings or other synergies will be achieved
within the time periods contemplated, or that GREKA will be able to secure
future financings.
Financing and Debt Restructuring Activities
Outstanding debt and the Company's plans for payment or restructuring:
* The Company closed with CIBC the financing of up to $47.5 million with
actual availability subject to borrowing base adjustments. A portion
of the proceeds were paid to reduce the current debt of the Company,
which payment resulted in the complete elimination of all Bank One
debt booked by the Company resulting from its acquisition of Saba.
Additional proceeds of the loan are to be used for acquisitions,
working capital and other general corporate purposes.
* The Company exchanged $3.3 million of Saba 9% senior subordinated
debentures for GREKA debentures.
Inflation
GREKA does not believe that inflation will have a material impact on
GREKA's future operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At June 30, 2000, the Company's operations were exposed to market
risks primarily as a result of changes in commodity prices, interest rates and
foreign currency exchange rates. The Company does not use derivative financial
instruments for speculative or trading purposes.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The following material developments occurred during the quarter ended
June 30, 2000 with respect to the legal proceedings reported in the GREKA Annual
Report on Form 10-K/A for the fiscal year ended December 31, 1999:
As reported in the GREKA 1999 Annual Report on Form 10-K/A, in February
2000, GREKA's subsidiary filed an action against Omimex Resources, Inc. and its
subsidiaries seeking an order directing rescission of an asset purchase
agreement effective January 1, 1999 or, alternatively, directing specific
performance of the agreement by Omimex. The Company's subsidiary alleges claims
for breach of contract, breach of covenant of good faith and fair dealing,
negligent misrepresentation and fraudulent inducement and seeks damages. Omimex
alleges counter-claims of breach of contract and seeks declaratory judgment.
While the subsidiary plans to vigorously pursue all claims against Omimex and
defend all counter-allegations, the litigation is in its preliminary discovery
stages. The parties were working toward closing on the Company's re-purchase of
the Colombian assets, which closing was extended to July 2000. Omimex refused to
close on July 14th as proposed by the Company. After the court's finding of a
likelihood that the Company will prevail on the merits of its claims for
Omimex's breach of the agreement and breach of the implied covenant of good
faith and fair dealing, the Company was granted a temporary restraining order
and then an injunction securing and protecting GREKA's rights to the assets and
related cash flow through trial.
Pond v. GREKA Energy Corporation, et al. (Case No. 1007775, Superior
Court of the State of California, County of Santa Barbara, Santa Maria Branch,
May 2000). Eddie and Jeanne Pond have brought an action against GREKA, Unocal
Corporation and others seeking damages of an unspecified amount based on claims
arising from defendants' alleged contamination of the surface property owned by
the Ponds. While GREKA plans to vigorously defend all claims asserted by the
Ponds and to aggressively pursue all counter and third party claims, the
litigation is in its preliminary stages of discovery. (see "Note 4 -
CONTINGENCIES of NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS")
From time to time, the Company and its subsidiaries are a named party
in legal proceedings arising in the ordinary course of business. While the
outcome of such proceedings cannot be predicted with certainty, management does
not expect these matters to have a material adverse effect on the Company's
financial condition or results of operations.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
The information required by this Item is incorporated herein by reference
to the discussion in Part I Item 1 of the Company's Form 10-K/A for the year
ended December 31, 1999 under the subheading "Financing and Debt Restructuring
Activities" at page 8.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are furnished as part of this report:
Exhibit No. Description
10.1 Credit And Guarantee Agreement dated as of June 19, 2000 among
Greka AM, Inc. as borrower, the Company as guarantor, CIBC,
Inc. as lender, Canadian Imperial Bank of Commerce as
administrative agent, and CIBC World Markets Corp as arranger*
11.1 Computation of Earnings per Common Share*
27.1 Financial Data Schedule*
* Filed herewith
(b) During the quarter for which this report is filed, GREKA filed the
following Reports on Form 8-K:
Current Report on Form 8-K dated July 7, 2000 which reported events under Item
5, Other Events.
SIGNATURE
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.
GREKA ENERGY CORPORATION
Date: August 14, 2000 By:/s/ Randeep S. Grewal
-------------------------------
Randeep S. Grewal, Chairman and
Chief Executive Officer
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