<PAGE> 1
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 September 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
------------------------------------------------------
(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
----------------------------------------------------
(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> 2
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 November 13, 2000, GREKA had 3,566,801 shares of Common Stock, no par
value, outstanding.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION .............................................3
Item 1. Financial Statements...............................................3
Condensed Consolidated Balance Sheets as of September 30, 2000
(Unaudited) and December 31, 1999 .....................................3
Condensed Consolidated Statements of Operations for the Nine and
Three Month Periods Ended September 30, 2000 and 1999 (Unaudited).....4
Condensed Consolidated Statements of Cash Flows for the
Nine Month Periods Ended September 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......................................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk........16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................16
Item 2. Changes in Securities and Use of Proceeds.........................16
Item 3. Defaults Upon Senior Securities...................................16
Item 4. Submission of Matters to a Vote of Security Holders...............16
Item 5. Other Information.................................................16
Item 6. Exhibits and Reports on Form 8-K..................................17
SIGNATURE..................................................................17
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Current Assets
Cash and equivalents $ 2,657,665 $ 97,319
Restricted cash -- 1,000,000
Accounts receivable trade, net of
allowance for doubtful accounts of
$1,343,852 (1999) $0 (2000) 12,023,875 4,681,823
Inventories 5,669,220 4,253,277
Other current assets 1,181,544 1,951,554
------------ ------------
Total Current Assets 21,532,304 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) 33,095,097 29,653,061
Land 17,387,740 17,210,814
Plant and equipment 27,618,117 26,875,661
------------ ------------
81,776,927 77,415,509
Less accumulated depletion, depreciation
and amortization (9,002,129) (7,128,995)
------------ ------------
Property and Equipment - Net 72,774,798 70,286,514
Other Assets 2,748,671 1,943,196
------------ ------------
Total Assets $ 97,055,773 $ 84,213,683
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses 7,459,375 $ 8,235,627
Current maturities of long term notes 16,164,682 13,173,296
------------ ------------
Total Current Liabilities 23,624,057 21,408,923
Long Term debt, net of current Portion 22,359,403 20,446,510
Other Liabilities 8,880,549 8,979,927
Stockholder's Equity
Common Stock, no par value, 50,000,000
Shares authorized, issued 4,339,940 at
12/31/99 and 4,280,078 at September 30, 2000 37,001,043 37,261,043
Accumulated comprehensive income (loss) -- (19,243)
Retained (deficit) earnings 5,190,721 (3,863,477)
------------ ------------
Total Stockholders' Equity 42,191,764 33,378,323
------------ ------------
$ 97,055,773 $ 84,213,683
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Nine Months Ended Sept. 30, Three Months Ended Sept. 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 35,685,294 $ 18,682,475 $ 12,305,379 $ 9,633,912
Expenses
Production costs 16,200,408 10,283,740 3,760,975 5,635,340
General and administrative 5,035,431 2,347,971 1,910,922 760,968
Depletion, depreciation and
Amortization 2,420,839 2,830,334 831,000 1,111,148
------------ ------------ ------------ ------------
Total Expenses 23,656,678 15,462,045 6,502,897 7,507,456
Operating Income 12,028,616 3,220,430 5,802,482 2,126,456
Other Income (Expense)
Equity in pre-merger loss of Saba -- (553,483) -- --
Other -- 650,516 -- (28,749)
Interest expense (2,974,418) (1,334,996) (1,162,434) (688,675)
------------ ------------ ------------ ------------
Other Income (Expense), Net (2,974,418) (1,237,963) (1,162,434) (717,424)
Income before Income Tax 9,054,198 1,982,467 4,640,048 1,409,032
Provision for Colombian Taxes -- 472,100 --
Minority Interest in Loss (Earnings)
of Consolidated Subsidiary -- (20,617) --
------------ ------------ ------------ ------------
Net Income 9,054,198 1,530,984 4,640,048 1,409,032
------------ ------------ ------------ ------------
Other Comprehensive Income -- 63,982 -- --
------------ ------------ ------------ ------------
Net Comprehensive Income $ 9,054,198 $ 1,594,966 $ 4,640,048 $ 1,409,032
============ ============ ============ ============
Earnings per share
Basic $ 2.09 $ 0.36 $ 1.08 $ 0.33
============ ============ ============ ============
Diluted $ 1.94 $ 0.36 $ 0.96 $ 0.33
============ ============ ============ ============
Weighted average shares outstanding
Basic 4,329,615 4,255,737 4,309,189 4,290,079
============ ============ ============ ============
Diluted 4,783,486 4,255,737 4,901,457 4,290,079
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
GREKA ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from Operating Activities
Net Income $ 9,054,198 $ 1,530,984
Adjustments to reconcile net
income to net cash provided by (used for)
operating activities
Depletion, depreciation and
Amortization 2,420,839 2,830,334
Equity in pre-merger loss of Saba -- 553,483
Compensation Expense - Common Stock -- 150,000
Changes in:
Accounts receivable (7,342,052) (4,358,512)
Other current assets 1,770,010 197,693
Other assets (805,475) --
Inventory (1,415,943) (2,132,891)
Accounts payable and accrued
Liabilities (875,630) (643,627)
Minority interest in loss of subsidiary -- (20,617)
------------ ------------
Net Cash Provided (Used)
in Operating Activities 2,805,947 (1,893,153)
Cash Flows from Investing Activities
Expenditures for property and equipment (6,306,936) (1,090,763)
Proceeds from sale of property 1,417,056 915,000
Acquisition of inventory -- (1,000,000)
Expenditures for acquisition of Saba,
net of cash acquired -- 234,850
------------ ------------
Net Cash Used In
investing Activities (4,889,880) (940,913)
------------ ------------
Cash Flows from Financing Activities
Proceeds from (payments of) notes payable and
long-term debt 9,805,289 11,526,450
Principal payments on notes
payable and long-term debt (7,775,150) (8,021,838)
Net increase in revolver loan 3,189,140 --
Payment of financing cost -- (435,743)
Purchase of Treasury Stock (500,000) --
Redeem Debentures (75,000) --
------------ ------------
Net Cash Provided (Used) by Financing
Activities 4,644,279 3,068,869
------------ ------------
Net Increase (Decrease) in Cash and
Cash Equivalents 2,560,346 234,803
Cash and Cash Equivalents at Beginning
of Period 97,319 250,212
------------ ------------
Cash and Cash Equivalents at End of Period $ 2,657,665 $ 485,015
============ ============
</TABLE>
5
<PAGE> 6
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 September 30,
2000,and the consolidated results of operations for the nine and three month
periods ended September 30, 2000 and 1999, and the consolidated cash flows for
the nine month periods ended September 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 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.
6
<PAGE> 7
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
nine month periods ended September 30, 2000 and 1999, is as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Integrated E&P E&P Corporate
Ended September 30, 2000 Operations Americas International and other Total
------------------------------ ---------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Oil and Gas Revenue $ 2,665 $ 3,706 $ 0 $ (2,665) $ 3,706
Refinery Revenue 8,600 0 0 0 8,600
Total Revenue 11,265 3,706 0 (2,665) 12,306
Production Costs 690 861 0 0 1,551
Refinery Costs 4,875 0 0 (2,665) 2,210
Gross Profit 5,700 2,845 0 0 8,545
Other Expenses 301 404 0 1,206 1,911
DD&A Expenses 377 454 0 0 831
EBITDA 5,399 2,441 0 (1,206) 6,634
EBIT 5,022 1,987 0 (1,206) 5,803
Interest and other
expenses 742 210 0 211 1,163
Net income (loss) $ 4,280 $ 1,777 $ 0 $ (1,417) $ 4,640
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Nine Months Integrated E&P E&P Corporate
Ended September 30, 2000 Operations Americas International and other Total
------------------------------ ---------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Oil and Gas Revenue $ 6,822 $ 9,961 $ 422 $ (6,822) $ 10,383
Refinery Revenue 25,302 0 0 0 25,302
Total Revenue 32,124 9,961 422 (6,822) 35,685
Production Costs 2,063 2,580 84 0 4,727
Refinery Costs 18,296 0 0 (6,822) 11,474
Gross Profit 11,765 7,381 338 0 19,484
Other Expenses 1,417 1,274 104 2,241 5,036
DD&A Expenses 1,107 1,237 76 0 2,420
EBITDA 10,348 6,107 234 (2,241) 14,448
EBIT 9,241 4,870 158 (2,241) 12,028
Interest and other
expenses 1,955 279 27 713 2,974
Net income (loss) $ 7,286 $ 4,591 $ 131 $ (2,954) $ 9,054
========== ========== ========== ========== ==========
Capital Expenditures $ 1,118 $ 2,575 $ 965 $ 1,649 $ 6,307
Identifiable Assets $ 62,117 $ 17,227 $ 1,695 $ 16,017 $ 97,056
</TABLE>
<TABLE>
<CAPTION>
Three Months Integrated E&P E&P Corporate
Ended September 30, 1999 Operations Americas International and other Total
------------------------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $ 8,734 $ 899 $ 0 $ 0 $ 9,633
Production Costs 4,974 661 0 0 5,635
Gross Profit 3,760 238 0 0 3,998
Other Expenses 279 177 81 224 761
DD&A Expenses 1,014 29 0 68 1,111
EBITDA 3,481 61 (81) (224) 3,237
EBIT 2,467 32 (81) (292) 2,126
Interest and other
expenses 308 41 (265) 633 717
Net income (loss) $ 2,159 $ (9) $ 184 $ (925) $ 1,409
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Nine Months Integrated E&P E&P Corporate
Ended September 30, 1999 Operations Americas International and other Total
------------------------------ ---------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $ 14,204 $ 2,463 $ 2,015 $ 0 $ 18,682
Production Costs 7,761 1,412 1,111 0 10,284
Gross Profit 6,443 1,051 904 0 8,398
Other Expenses 460 600 208 1,080 2,348
DD&A Expenses 1,935 471 299 125 2,830
EBITDA 5,983 451 696 (1,080) 6,050
EBIT 4,048 (20) 397 (1,205) 3,220
Interest and other
expenses 380 103 110 1,096 1,689
Net income (loss) $ 3,668 $ (123) $ 287 $ (2,301) $ 1,531
========== ========== ========== ========== ==========
</TABLE>
7
<PAGE> 8
NOTE 2 - GENERAL AND ADMINISTRATIVE EXPENSE
Included in general and administrative expense is $750,000 for the
Company's employee net profit sharing plan. The remaining increase is primarily
the result of increased staffing.
NOTE 3 - NET INCOME PER SHARE
Basic earnings per share ("EPS") is calculated by dividing net income
by the weighted average number of shares of common stock outstanding during the
period. No dilution for any potentially dilutive securities is included. Diluted
EPS assumes the conversion of all potentially dilutive securities and is
calculated by dividing net income, as adjusted, by the weighted average number
of shares of common stock outstanding, plus all potentially dilutive securities.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic Earnings
Net Income to Common Shares $4,640,048 $1,409,032 $9,054,198 $1,530,984
Interest Savings on
Convertible Debt 73,800 -- 221,400 --
---------- ---------- ---------- ----------
Net Income for Diluted Shares $4,713,848 $1,409,032 $9,275,598 $1,530,984
========== ========== ========== ==========
Weighted Average Outstanding 4,309,189 4,290,079 4,329,615 4,255,737
Additional Dilutive Securities
Options 349,068 -- 210,641 --
Convertible Debt 243,200 -- 243,200 --
Total Weighted Average Shares 4,901,457 4,290,079 4,783,456 4,255,737
Outstanding and Diluted
Securities
========== ========== ========== ==========
Basic EPS $ 1.08 $ 0.33 $ 2.09 $ 0.36
========== ========== ========== ==========
Diluted EPS $ 0.96 $ 0.33 $ 1.94 $ 0.36
========== ========== ========== ==========
</TABLE>
The impact of certain outstanding securities have been excluded from
the diluted EPS calculation because to include them would have been antidilutive
for the periods presented. Securities excluded from the calculation are options
exercisable into 80,000 common shares at prices ranging from $12.50 to $20.00
per share. Convertible debentures convertible into 50,000 shares of common stock
at $20.00 per share, and warrants convertible into 127,000 shares of common
stock at $15.00 per share.
NOTE 4 - 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
September 30, 2000:
<TABLE>
<S> <C>
Raw Material ................. $ 3,318,697
Finished goods ............... 2,350,523
------------
Total ..................... $ 5,669,220
============
</TABLE>
8
<PAGE> 9
NOTE 5 - STATEMENT OF CASH FLOWS
Following is certain supplemental information regarding cash flows for
the nine month periods ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
------------ --------
<S> <C> <C>
Interest paid $ 2,415,518 $ 784,614
Income taxes paid $ 0 $ 0
</TABLE>
NOTE 6 - 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.
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.
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 7 - SALE OF BEAVER LAKE RESOURCES CORPORATION
In August 2000, the Company sold its Canadian subsidiary, Beaver Lake
Resources Corporation, for a net price of $649,333 resulting in the Company's
disposition of all its non-core oil and gas assets in Canada. This amount is
included in the Company's notes receivable.
9
<PAGE> 10
NOTE 8 - STOCK OPTIONS AND WARRANTS
In January 2000, the Company's Chairman and CEO was granted options to
purchase an aggregate of 400,000 shares of the Company's no par value common
stock at an option price of $8.625 per share. In addition, other employees were
granted options to purchase an additional 599,500 shares of the company's no par
value common stock shares at an exercise price of $8.625 per share. No
compensation expense has resulted in connection with the granting of these
options as the option price equaled the market price on the date of grant.
During 2000, previously granted options to employees to purchase 38,000
shares of the Company's no par value common stock at an exercise price of $8.625
were terminated. Previously granted options to a consultant to purchase 100,000
shares of the Company's no par value common stock at an average exercise price
of $15.00 per share were terminated subsequent to September 30, 2000.
A summary of the outstanding options follows:
<TABLE>
<CAPTION>
Weighted
Average Vesting Schedule (Shares)
Exercise -------------------------------------------------
Shares Price Yr 2000 Yr 2001 Yr 2002 Yr 2003
---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
January 1 375,000 $ 6.93 375,000
Options granted 1,100,000 $ 9.20 320,667 320,667 320,667
Options terminated (38,000) $ 8.63
Options terminated (100,000) $ 15.00
---------- ----------
Options outstanding,
December 31 1,337,000 $ 8.15
Exercisable at
September 30, 2000 375,000 $ 6.93
------- ------- ------- -------
Estimated Vesting per year 375,000 320,667 320,667 320,667
======= ======= ======= =======
</TABLE>
The Company also granted warrants to purchase common stock to the
purchasers of shares from one of the 1997 "Reg S" offerings. A summary is as
follows:
<TABLE>
<CAPTION>
Number of
Date Granted Shares Option Price Effective Date Expiration Date
------------ ---------- ------------ -------------- ---------------
<S> <C> <C> <C> <C>
September 29, 1997 127,750 $15.00 January 1, 1998 December 1, 2000
</TABLE>
NOTE 9 - RECENTLY ISSUED PRONOUNCEMENTS
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" was issued. This statement which was amended by SFAS No.
137, becomes effective for the Company for the year beginning January 1, 2001,
and establishes accounting and reporting standards for derivative instruments
and for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the balance sheet and measure those
instruments at fair value. The Company does not anticipate the adoption of this
standard will have a material effect on the financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 provides guidance on the recognition, presentation and disclosure
of revenue in the financial statements and requires adoption no later than the
fourth quarter of 2000. The Company is currently evaluating the impact of SAB
101 to determine what effect, if any, it may have on the Company's financial
position and results of operations.
NOTE 10 - SUBSEQUENT EVENTS
In October 2000, the Company closed its settlement agreement with Capco
Resources, Ltd. under the terms of the agreement the Company bought back 76,923
shares in the third quarter, and in October, bought back subsequently 723,077
additional shares of the Company's common stock for a total consideration of
$5.2 million. These shares have been canceled. The Company has voting control
through December 31, 2002 of 490,000 shares of the Company's common stock
remaining with Capco. (See Part II, Item 1-"Legal Proceedings")
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.
10
<PAGE> 11
GREKA has established a three prong strategy that capitalizes on its
asset base to enhance shareholder value as follows:
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.
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.
11
<PAGE> 12
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.
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").
12
<PAGE> 13
o In May 2000, the Company released record first quarter results with an
increase by $0.58 of earnings per share, the fourth consecutive quarter
of earnings reported by the Company and reflecting twelve months of
profitability.
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.
o In August 2000, the Company announced its fifth consecutive quarter of
record profits with a 161% increase to the earnings per share reported
at $0.81.
o In August 2000, the Company sold its Canadian subsidiary, Beaver Lake
Resources Corporation, for a contract price of $649,333 resulting in
the Company's disposition of all its non-core oil and gas assets in
Canada.
o In September 2000, the Company settled the matter of Enervest LP v.
Saba of Texas, Inc. (Case No. 1999-30673, 152nd Judicial District Court
of Harris County, Texas, June 1999), which matter was dismissed.
o In October 2000, the Company closed its settlement agreement with Capco
Resources, Ltd. and for a total consideration of $5,200,000, bought
back 800,000 shares of the Company's common stock which have been
cancelled. The Company has voting control through December 31, 2002 of
490,000 shares of the Company's common stock remaining with Capco. The
related litigation of Capco Resources, Ltd. v. GREKA Energy
Corporation, et al. (Case No. 99-K-2155,U.S. District Court for the
District of Colorado, August 1999) has been dismissed.
o In November 2000, the Company reported its sixth consecutive quarter of
record profits with a 227% increase to the earnings per share reported
at $1.08 for the third quarter.
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),
13
<PAGE> 14
* 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.
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 September 30, 2000 and cash flows of GREKA reported herein 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 60% of its revenue for the three months ended September 30, 2000, and 41% for
the nine-month period ended September 30, 2000.
Results of Operations
Comparison of Three Month Periods Ended September 30, 2000 and 1999
Revenues increased from $9,633,912 for the third quarter of 1999 to
$12,305,379 for the third quarter of 2000 primarily as a result of increased
production and increased prices.
General and administrative expenses increased from $760,968 for the
third quarter of 1999 to $1,910,922 for the third quarter of 2000 primarily as a
result of a $750,000 provision for the Company's employee net profit sharing
plan and increased staffing.
Depreciation, depletion and amortization decreased from $1,111,148 for
the third quarter of 1999 to $831,000 for the third quarter of 2000 primarily as
a result of the Company having an increased reserve base resulting in a lower
depletion rate.
14
<PAGE> 15
Interest expense increased from $688,675 for the third quarter of 1999
to $1,162,434 for the third quarter of 2000 primarily as a result of slightly
higher interest rates and higher level of borrowings.
Comparison of Nine Months Periods Ended September 30, 2000 and 1999
Revenues increased from $18,682,475 for the first nine months of 1999
to $35,685,294 for the first nine months 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 $10,283,740 for the first nine months
of 1999 to $16,200,408 for the first nine months 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 $2,347,971 for the
first nine months of 1999 to $5,035,431 for the first nine months of 2000
primarily as a result of a provision of $750,000 in the Company's employee net
profit sharing plan and increased staffing.
Depreciation, depletion and amortization decreased from $2,830,334 for
the first nine months of 1999 to $2,420,839 for the first nine months of 2000 is
primarily a result of the Company having an increased reserve base resulting in
a lower depletion rate.
Interest expense increased from $1,334,996 for the first nine months of
1999 to $2,974,418 for the first nine months 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 deficit at September 30, 2000 was $2,091,753
compared to a working capital deficit of $9,424,950 at December 31, 1999.
Current assets increased $9,548,331 from $83,973 at December 31, 1999 to
$21,532,304 at September 30, 2000 which includes a increase of $2,560,346 in
cash and cash equivalents from $97,319 at December 31, 1999 to $2,657,665 at
September 30, 2000. The $5,669,220 of refinery raw material and finished product
inventories resulted from refinery operations. Interest expense of $1,162,434
for the third quarter of 2000, increased by $473,759 compared to $688,675 for
the third quarter of 1999. This increase is primarily the result of slightly
higher interest rates and a net increase of interest bearing debt of $4,904,279.
Current liabilities increased from $21,408,923 at December 31, 1999 to
$23,624,057 at September 30, 2000, a increase of $2,215,134 The current portion
of long term debt increased $2,991,386 between the periods, and accounts payable
and accrued expenses decreased by $776,252 between these periods.
Cash Flows
Cash used in operations improved from an outflow of $1,893,153 for the
nine months ended September 30, 1999 to an inflow of $2,805,947 for the nine
months ended September 30, 2000. Net income for the period, adjusted for
non-cash charges, provided $11,475,037 of cash inflow.
The Company's net cash flows from investing activities increased from a
net outflow of $940,913 for the nine months ended September 30, 1999 to an
outflow of $4,889,880 for the nine months ended September 30, 2000.
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 finance its
capital requirements primarily from internal resources. Management believes that
the Company has sufficient cash flows for all of its operating and foreseen
capital requirements. Further, GREKA intends to achieve the following:
15
<PAGE> 16
* 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 financing, 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 financing.
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 September 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 hedging,speculative or trading purposes.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The following material developments occurred during the quarter ended
September 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:
The matter of Enervest LP v. Saba Energy of Texas, Inc. (Case No.
1999-30673, 152nd Judicial District Court of Harris County, Texas, June 1999) as
reported in the GREKA 1999 Annual Report on Form 10-K/A settled and was
dismissed in September 2000.
The matter of Capco Resources, Ltd. v. GREKA Energy Corporation, et al.
(Case No. 99-K-2155,U.S. District Court for the District of Colorado, August
1999) as reported in the GREKA 1999 Annual Report on Form 10-K/A settled and was
dismissed in October 2000.
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
believes it has adequately reserved for these contingencies and 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.
In October 2000, the Company repurchased 800,000 shares of its common
stock from Capco Resources Ltd. and canceled such shares so that they became
authorized but unissued shares of common stock. (See Part II, Item 1 above).
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.
Effective October 19, 2000, Susan M. Whalen resigned as a member of the
Board of Directors and as an executive officer of the Company, and Kenton D.
Miller was appointed to the Board of Directors to fill the resulting vacancy.
16
<PAGE> 17
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 Settlement Agreement and Release by and among GREKA and
Randeep S. Grewal and Capco Resources, Ltd., Capco Energy,
Inc., and Ilyas Chaudhary dated August 17, 2000 (filed as
Exhibit 10.8 to the Post Effective Amendment No. 1 to the
registration statement on Form S-2, file no. 333-45352, and
incorporated by reference herein).
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.
Current Report on Form 8-K dated September 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: November 13, 2000 By:/s/ Randeep S. Grewal
----------------------------------------
Randeep S. Grewal, Chairman and
Chief Executive Officer
Date: November 13, 2000 By:/s/ Oswald G. Mechsner
----------------------------------------
Oswald G. Mechsner, Chief Financial Officer
17
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
11.1 Computation of Earnings Per Share
27.1 Financial Data Schedule
</TABLE>
