Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 1996 Commission File Number 0-9669
CALCASIEU REAL ESTATE & OIL CO., INC.
(Exact Name of registrant as specified in its charter)
Louisiana 72-0144530
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Lakeside Plaza
Lake Charles, Louisiana 70601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (318) 494-4256
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each Class on which registered
------------------- --------------------
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. Trading in the Company's common stock is limited and sporadic
and its common stock has no readily established market value.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date. Common Stock, No Par Value,
1,997,252 shares outstanding at March 17, 1997.
Documents Incorporated by Reference
Document Part of Form 10-K
-------- -----------------
Definitive Proxy Statement Parts I and III
PART I
ITEM 1. BUSINESS
The registrant, Calcasieu Real Estate & Oil Co., Inc., (the "Company")
was incorporated under Louisiana law in 1930 as a spin-off of the Calcasieu
National Bank of Lake Charles, Louisiana to hold certain real estate and royalty
interests theretofore owned by Calcasieu National Bank.
The principal office of the Company is One Lakeside Plaza, Lake
Charles, Louisiana. The business of the Company is conducted primarily at the
principal offices of its officers, who have other full-time employment.
The principal business of the Company has been the ownership and
preservation of the assets acquired at the Company's organization and
subsequently. The Company's primary activities have consisted of leasing its
properties and collecting rents and royalties derived therefrom. The mineral
interests of the Company are located in the Parishes of Calcasieu, Allen,
Acadia, Cameron, St. Landry, St. Mary, Vermilion and Jefferson Davis in
Louisiana. The Company owns approximately 7,244 acres of land in fee in the
Parishes of Allen, Beauregard, Calcasieu, Cameron, Jefferson Davis, LaFourche,
Sabine, St. Landry and Vermilion in Louisiana. Most of the Company's land and
mineral interests are located within 100 miles of the City of Lake Charles, in
southwestern and central Louisiana.
Of this total, 4,272 represents a 12.5% interest in 34,189 acres
purchased in 1990. The Company already owned a 40% interest in 1,577 of these
acres. Of the total acreage purchased, 3,608 acres were purchased without the
minerals.
In April, 1992, the Company purchased a 100% interest in the surface
rights and a 50% interest in the mineral rights to 952 acres, consisting of
mainly timber lands located in Beauregard and Calcasieu Parishes.
OPERATIONS
The Company's income is derived primarily from its oil and gas
properties. Agriculture and timber income are the next largest sources of
income. Additional oil and gas income in the future will come from discoveries
on the Company's land.
INDUSTRY SEGMENTS
The purchase of additional real estate in 1990 and 1992 has created
"Agricultural Properties" and "Timber Properties" as additional industry
segments because revenues from these properties exceed 10% of total revenues.
The Company also receives mineral rentals and royalties from some of these
properties. Note 6 to the Financial Statements on page 22 sets forth
information on the business segments.
1
EMPLOYEES
The Company currently employs a total of five persons in a part-time
capacity. The Company is subject to no union contracts nor does the Company
have any pension, profit sharing or deferred compensation plans.
CUSTOMERS
The Company had three customers, the sales to which equal or exceed 10%
of the Company's total revenues. In 1996, sales to Riceland Petroleum Company
accounted for 29% of revenues, sales to Woodlawn accounted for 23% of revenues
and sales to Coastal accounted for 15% of revenues.
ITEM 2. PROPERTIES
Until early 1990, the Company owned 2,022 acres in fee, a 50% undivided
interest in 440 acres, and a 40% undivided interest in 1,748 acres of immovable
(real) property located in the parishes of Allen, Beauregard, Calcasieu,
Jefferson Davis, Sabine and St. Landry in Louisiana. The Company also owns a
20% interest in the minerals under approximately 3,330 surface acres, and a 40%
interest in the minerals under approximately 160 surface acres, located in the
parishes of Acadia, Allen, Cameron, Jefferson Davis, St. Landry, St. Mary and
Vermilion in Louisiana. All of the foregoing property is located in
southwestern and central Louisiana, within approximately 100 miles of the City
of Lake Charles. Approximately half of the acreage in which mineral interests
are held is in oil and gas production. In addition, the Company owns fractional
royalty interest in 36 properties covering 6,040 gross acres in eight parishes
in Louisiana.
In February of 1990 the Company acquired a 12.5% undivided fee interest
in 34,309 acres (4,289 net acres) located in the Louisiana parishes of Allen,
Beauregard, Calcasieu, Cameron, Jefferson Davis, Sabine and Vermilion. A portion
of these lands are the same as the 1,748 acres in which the company owned a 40%
position described in the first paragraph above. This new acquisition consists
of 17,088 gross acres of agriculture land, 7,572 acres of commercial timber,
4,196 acres in pasture, 4,253 acres of marsh land and 1,200 acres for future
subdivision as it is contiguous to the city limits of Lake Charles. As a result
of this acquisition, the Company now participates in oil and gas production in
Southeast Lunita Field, Lake Arthur Field, Edgerly Field, Welsh Field and North
Indian Village Field. The Company has also participated for the 12.5% interest
in the granting of oil and gas leases which are yet to be drilled.
In April of 1992, the Company purchased 952 acres of timberland in
Calcasieu and Beauregard Parishes for $475,000.
The table below shows, for the years ended December 31, 1996, December
31, 1995, and December 31, 1994, net gas produced in thousands of cubic feet
(MCF) and net oil (including
2
condensate and natural gas liquids) produced in barrels (Bbl), average sales
prices and average production costs, relating to oil and gas attributable to the
royalty interests and working interest held by the Company.
Year Ended Year Ended Year Ended
12/31/94 12/31/95 12/31/96
Net gas produced (MCF) 68,154 80,371 60,056
Average gas sales price (Per MCF)(1) $ 2.07 $ 1.81 $ 2.81
Net oil produced (Bbl) 5,524 6,557 4,915
Average oil sales price (Per Bbl)(1) $ 15.42 $ 16.78 $ 20.16
Average sales price of oil and gas per $ 2.22 $ 2.10 $ 3.32
MCF equivalent (1)(2)
Average production cost of oil and gas
per MCF equivalent (2)
Royalty Interests .15 .15 .18
Working Interests 4.93 1.30 1.69
(1)Before deduction of production and
severance taxes.
(2)Oil production is converted to MCF
equivalents at the rate of 6 MCF's
per barrel, representing the approximate
relative energy content of oil and
natural gas.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to a suit to recover disputed royalties,
however, no estimate can be made as to the time or amount, if any, of ultimate
recovery.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders during the fourth
quarter.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
As of March 17, 1997, the common stock of Calcasieu Real Estate & Oil
Co., Inc. was owned by 750 stockholders. During the three years preceding the
date hereof, there has been only limited and sporadic trading in the Company's
Common Stock, principally among its shareholders.
3
In the year ended February 28, 1997, 119,100 shares were traded with a high of 3
1/2 and a low of 2. The last trade during this period was on February 28, 1997,
for 1500 shares at a price of 3 1/2. Below is the trading range.
Volume High Low
03/01/96 - 06/30/96 46,400 2 3/8 2
07/01/96 - 10/31/96 22,200 3 2 1/4
11/01/96 - 02/28/97 50,500 3 1/2 2 1/2
Dividends were paid per share on Common Stock as follows by record date:
May 7, 1994, $.02; September 16, 1994, $.02; June 30, 1995, $.02;
September 29, 1995, $.02; $.02; December 29, 1995, $.02; March 22, 1996, $.02;
July 5, 1996, $.02; September 27, 1996, $.02; December 22, 1996, $.03.
There are no restrictions on the paying of dividends.
ITEM 6. SELECTED FINANCIAL DATA
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
Revenues $ 601,324 $ 558,338 $ 378,982 $ 812,137 $ 672,294
Income before income 302,928 290,304 120,775 518,093 1,244,583
taxes and cumulative
effect of a change in
accounting principle
Earnings per common .11 .11 .05 .17 .40
share before cumulative
effect of a change in
accounting principle(1)
Earnings per common .11 .13 .05 .17 .40
share (1) after
cumulative effect
of a change in
accounting
principle (1)
Total assets $2,714,643 $2,657,021 $2,587,082 $3,018,542 $3,445,721
Cash Dividends declared .09 .09 .04 .06 .09
per common stock
(1) Earnings per common share presented are based on the weighted average
outstanding shares of about 1,997,000 in 1996, 1,998,000 in 1995, 2,007,000
in 1994 and 2,010,000 in prior years.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Income after taxes and before cumulative effect of a change in
accounting principal was up
4
131% in 1996 from 1995. This was caused by several factors. First, the company
recognized a gain of approximately $751,000 on the sale of its CM Bank stock.
The bank was purchased by another bank in an all cash transaction. Gas
production decreased 25% and the average sale price increased 55%. Oil
production decreased 25% and the average sales price increased 20%. Income from
mineral leases and lease bonuses increased 536%. The total net income before
taxes for all operations from the property purchased in 1990 was down from
$393,537 to $107,701 or a decrease of 73%. The decrease in income from
operations was primarily due to a decrease in timber income. In 1996, the
Company had no expenditures for dry holes versus $2,843 in 1995 and $68,657 in
1994.
Information on the oil and gas properties is included in the notes to
financial statements, specifically as to reserve quantities and standardized
measure of discounted net cash flows. Both of those are unaudited.
Management believes that the company's revenues will be sufficient to
meet its existing capital needs and the needs of its anticipated future
operations. Long-term trends will depend upon the ability of management to find
new production to replace the depletion of the Company's present minerals.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
All Financial statements required by Regulation S-X are listed in the
Table of Contents to Financial Statements and Supplemental Schedules appearing
immediately after the signature page of this Form 10K and are included herein by
reference. See Item 14.
ITEM 9. DISAGREEEMNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 as to directors is included in the
Registrant's definitive proxy statement to be filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934 and is included herein be reference.
Executive officer of Registrant as of February, 1997, are as follows:
NAME AGE POSITION WITH REGISTRANT
- - ---- --- ------------------------
Arthur Hollins, III 66 President & Director
William D. Blake 64 Vice-President, Treasurer and Director
Charles D. Viccellio 63 Vice-President, Secretary and Director
5
The occupations of such executive officers during the last five years
and other principal affiliations are:
Name
- - ----
Arthur Hollins, III Director of the Company since 1975; President of
the Company since 1979; Chairman of the Board at
the First National Bank of Lake Charles since 1968
and President of the same bank from 1977 to 1992.
Director of First Commerce Corporation.
William D. Blake Director of the Company since 1966;
Secretary-Treasurer of the Company from 1966-1979;
Vice-President and Treasurer of the Company since
1979; General Manager of J. A. Bel Estate
(ownership and cultivation of timberland) and the
Quatre Parish Company (rice farming); President of
Bel Oil Corporation (oil and gas exploration and
development), Lacassane Co., Inc. and Howell
Industries, Inc.; Director of the First National
Bank of Lake Charles and Sweetlake Land and Oil
Co., Inc.
Charles D. Viccellio Vice-President and Secretary of the Company since
1997 and Director of the Company since 1996.
Partner in the law firm of Stockwell, Sievert,
Viccellio, Clements & Shaddock, LLP.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is included in the Registrant's
definitive proxy statement to be filed pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 and is included herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 is included in the Registrant's
definitive proxy statement to be filed pursuant to Section 14(a) of the
Securities Exchange Act of 1934 and is included herein by reference.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of the report:
1. All Financial Statements. See Table of Contents to
Financial Statements and schedule on page 8.
2. Financial Statement Schedules. See Table of Contents to
Financial Statements and Schedules on page 8.
3. List of Exhibits - None
(b) Reports on Form 8-K - None
6
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CALCASIEU REAL ESTATE & OIL CO., INC.
BY:__________________________________
ARTHUR HOLLINS, III, PRESIDENT
Dated March 21, 1997
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons in the capacities with regard to
Calcasieu Real Estate & Oil Co., Inc. and on the date indicated:
Arthur Hollins, III President
- - ------------------------------- (Chief Executive Officer and Director)
William D. Blake Vice-President and Treasurer (Principal
- - ------------------------------- Financial Officer and Director)
Charles D. Viccellio Vice-President and Secretary (Director)
- - -------------------------------
Troy A. Freund Director
- - -------------------------------
Henry C. Alexander Director
- - -------------------------------
Laura A. Leach Director
- - -------------------------------
Leonard K. Knapp Director
- - -------------------------------
James Reaves, III Director
- - -------------------------------
Frank O. Pruitt Director
- - -------------------------------
Dated: March 21, 1997
7
CALCASIEU REAL ESTATE & OIL CO., INC.
Lake Charles, Louisiana
C O N T E N T S
Page
INDEPENDENT AUDITORS' REPORT ON THE FINANCIAL STATEMENTS
AND SUPPLEMENTARY INFORMATION 9
FINANCIAL STATEMENTS
Balance sheets 10
Statements of income 11
Statements of stockholders' equity 12
Statements of cash flows 13-14
Notes to financial statements 15-27
SUPPLEMENTARY INFORMATION
Property, plant and equipment 28
Accumulated depreciation, depletion and amortization 29
SCHEDULE OMITTED
Schedules, other than those listed above, have been omitted
because of the absence of the conditions under which they
are required or because the required information is included
in the financial statements or notes thereto.
8
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Calcasieu Real Estate & Oil Co., Inc.
Lake Charles, Louisiana
We have audited the accompanying balance sheets of Calcasieu Real Estate &
Oil Co., Inc. as of December 31, 1996 and 1995, and the related statements of
income, stockholders' equity, and cash flows for the years ended December 31,
1996, 1995 and 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of the Co-owners' Undivided Fifty Percent Interest in Walker
Louisiana Properties, of which Calcasieu Real Estate & Oil Co., Inc. owns a
twenty-five percent undivided interest. The twenty-five percent undivided
interest consists of total assets of $1,106,892 as of December 31, 1996 and
total revenues of $167,464. These statements were audited by other auditors
whose report has been furnished to us, and in our opinion, insofar as it relates
to the amounts included for the Co-owenrs' Undivided Fifty Percent Interest in
Walker Louisiana Properties, is based solely on the report of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
the financial statements referred to above present fairly, in all material
respects, the financial position of Calcasieu Real Estate & Oil Co., Inc. as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years ended December 31, 1996, 1995 and 1994, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on pages
28 and 29 is presented for the purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
As described in Note 1 to the financial statements, the Company changed its
method for accounting for certain investments in debt and equity securities in
1994.
Lake Charles, Louisiana
March 6, 1997
9
CALCASIEU REAL ESTATE & OIL CO., INC.
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS 1996 1995
----------- -----------
CURRENT ASSETS
Cash and cash equivalents $ 313,463 $ 289,180
Securities available-for-sale 495,500 197,623
Accounts receivable 73,555 60,834
Inventory-harvested crops 2,850 10,542
Prepaid expense and other 10,158 1,157
---------- ----------
Total current assets 895,526 559,336
---------- ----------
SECURITIES AVAILABLE-FOR-SALE 521,330 419,936
---------- ----------
PROPERTY AND EQUIPMENT, less accumulated depreciation,
depletion and amortization 12,652 13,750
Timber, less accumulated depletion 354,471 363,378
Land 1,661,742 1,662,142
---------- ----------
2,028,865 2,039,270
---------- ----------
$3,445,721 $3,018,542
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ - $ 93,108
Trade payables and accrued expenses 7,846 10,658
Dividends payable 59,918 39,945
Income taxes payable:
Current 261,069 158,086
Deferred, net 10,634 101,708
---------- ----------
Total current liabilities 339,467 403,505
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, no par value; 3,000,000 shares
authorized; 2,100,000 shares issued 72,256 72,256
Retained earnings 3,164,703 2,539,367
Net unrealized appreciation on available-for-sale
securities, net of tax of $4,625 in 1996 and
$94,039 in 1995 6,938 141,057
---------- ----------
3,243,897 2,752,680
Less cost treasury stock (1996 and 1995 102,728 shares) 137,643 137,643
---------- ----------
3,106,254 2,615,037
---------- ----------
$3,445,721 $3,018,542
========== ==========
See Notes to Financial Statements.
10
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF INCOME
Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
----------- ---------- ----------
Revenues $ 672,294 $ 812,137 $ 378,982
---------- --------- ---------
Costs and expenses:
Oil and gas production 33,028 37,613 50,768
Dry holes - 2,843 68,657
Agricultural 36,547 33,135 30,856
Timber 11,538 14,312 15,410
Depreciation, depletion and amortization 12,325 101,855 23,762
---------- --------- ---------
93,438 189,758 189,453
---------- --------- ---------
Income from operations 578,856 622,379 189,529
---------- --------- ---------
Other income (expense):
Interest income 29,054 12,032 2,119
Dividends on stock 26,407 25,443 27,577
Gain on sale of working interests - - 52,251
Realized gain on sale of investments in
available-for-sale securities 751,417 - -
General and administrative (138,926) (131,477) (132,975)
Interest expense (2,225) (10,284) (17,726)
---------- --------- ---------
665,727 (104,286) (68,754)
---------- --------- ---------
Income before income taxes 1,244,583 518,093 120,775
---------- --------- ---------
Federal and state income taxes:
Current 441,154 173,005 16,735
Deferred (benefit) (1,661) (3,693) (4,064)
---------- --------- ---------
439,493 169,312 12,671
---------- --------- ---------
Net income (per common share):
1996 $.40; 1995 $.17; 1994
$.05 $ 805,090 $ 348,781 $ 108,104
========== ========= =========
See Notes to Financial Statements.
11
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1996, 1995 and 1994
Net
Unrealized
Appreciation
on
Capital Securities
Stock Retained Available Treasury
Issued Earnings for Sale Stock
-------- ------------ ------------- ---------
Balance, January 1, 1993 $72,256 $2,282,602 $ - $119,694
Net income - 108,104 - -
Purchase of treasury stock - - - 3,607
Dividends - (80,280) - -
Cumulative effect of change in
accounting principle for
marketable securities, net
of taxes of $21,843 - - 32,765 -
Net change attributable to
unrealized gain on securities
available for sale, net of
taxes of $22,678 - - 34,016 -
-------- ---------- ------------ ---------
Balance, December 31, 1994 72,256 2,310,426 66,781 123,301
Net income - 348,781 - -
Purchase of treasury stock - - - 14,342
Dividends - (119,840) - -
Net change attributable to
unrealized gain on securities
available for sale, net of
taxes of $49,518 - - 74,276 -
-------- ---------- ------------ ---------
Balance, December 31, 1995 72,256 2,539,367 141,057 137,643
Net income - 805,090 - -
Dividends - (179,754) - -
Net change attributable to
realized and unrealized gains
on available-for-sale
securities, net of taxes
of $(89,413) - - (134,119) -
-------- ---------- ------------ ---------
Balance, December 31, 1996 $72,256 $3,164,703 $ 6,938 $137,643
======== ========== ============ =========
See Notes to Financial Statements.
12
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 805,090 $ 348,781 $ 108,104
Noncash (income) expenses included in
net income:
Depreciation, depletion and amortization 12,325 101,855 23,762
Realized (gains) on sale of available-
for-sale securities (751,417) - -
Change in assets and liabilities:
(Increase) decrease in trade accounts
and other receivables (12,721) 7,086 12,720
(Increase) decrease in inventory 7,692 (6,976) 7,097
(Increase) decrease in prepaid expenses (9,001) (327) 212
(Increase) decrease in prepaid income
taxes - 43,340 (43,340)
(Decrease) in trade payables (2,812) (6,271) (1,441)
Increase (decrease) in other
liabilities 121,295 194,338 (109,017)
--------- --------- ---------
Net cash provided by (used in)
operating activities 170,451 681,826 (1,903)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from rights of way 400 - -
Available-for-sale securities:
Maturities 197,623 - -
Purchases (997,107) (197,623) -
Sales 928,098 - -
Purchase of property and equipment (2,320) (1,451) (256)
Purchase of land - (934) (24,014)
--------- --------- ---------
Net cash provided by (used in)
investing activities 126,694 (200,008) (24,270)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term borrowing (93,108) (95,000) (95,000)
Dividends paid (179,754) (119,840) (80,280)
Payments to acquire treasury stock - (14,342) (3,607)
--------- --------- ---------
Net cash (used in) financing
activities (272,862) (229,182) (178,887)
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents 24,283 252,636 (205,060)
Cash and cash equivalents:
Beginning 289,180 36,544 241,604
--------- --------- ---------
Ending $ 313,463 $ 289,180 $ 36,544
========= ========= =========
(continued on next
page)
13
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1996, 1995 and 1994
(Continued)
1996 1995 1994
-------- --------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash payments for:
Interest $ 7,408 $ 15,573 $22,642
Income taxes 338,171 (28,421) 55,486
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING
ACTIVITIES
Net change in unrealized and
realized gains on available-for-sale
securities (134,119) 74,276 66,781
See Notes to Financial Statements.
14
CALCASIEU REAL ESTATE & OIL CO., INC.
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Business and Significant Accounting Policies
Nature of business:
The Company's business is the ownership and preservation of the
assets acquired at the Company's organization and subsequent
thereto. The primary activities have consisted of leasing its
properties and collecting rents and royalties derived therefrom.
In February, 1990, the Company acquired a 12.5% interest in 34,189
acres of land in Southwest Louisiana. Among other uses, a portion of
the land is devoted to agricultural purposes.
In April, 1992, the Company purchased a 100% interest in the surface
rights and a 50% interest in the mineral rights to 952 acres,
consisting of mainly timber land.
Significant accounting policies:
Cash and cash equivalents:
For purposes of the statement of cash flows, cash equivalents
include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or
less.
Inventory:
Inventory consists of harvested crops valued at estimated selling
price at the date of the balance sheet.
Pervasiveness of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
15
NOTES TO FINANCIAL STATEMENTS
Agricultural revenue:
Most agricultural income is derived under U.S. Government subsidy
programs. Under these programs, loans are made against crops as
harvested. However, delivery of the crops fulfills any further
obligation under the loan agreement, and thus revenues are
recognized as the harvested crops are delivered. Differences in the
price at ultimate sale of the products could result from quantity,
grade, and price, and additional revenues are derived at that time.
Investment securities:
On January 1, 1994, the Company changed its accounting principles
relative to the reporting of marketable securities to comply with
the provisions of Financial Accounting Standards Board Statement No.
115, Accounting for Certain Investments in Debt and Equity
Securities. Under the provisions of this statement, management must
make a determination at the time of acquisition whether certain
investments in debt and equity securities are to be held as
investments to maturity, held as available for sale, or held for
trading. Management, under a policy adopted by the board of
directors of the Company, made a determination that all debt and
equity securities owned at that date and subject to the provisions
of the statement would be classified as held available-for-sale.
Under the accounting policies provided for investments classified as
held available-for-sale, all such debt securities and equity
securities that have readily determinable fair value shall be
measured at fair value in the balance sheet. Unrealized holding
gains and losses for available-for-sale securities shall be excluded
from earnings and reported as a net amount (net of income taxes) as
a separate component of retained earnings until realized. Realized
gains and losses and declines in value judged to be other than
temporary on available-for-sale securities are included in income.
The cost of securities sold is based on the specific identification
method. Interest on debt securities is recognized in income as
earned, and dividends on marketable equity securities are recognized
in income when declared.
Property and equipment:
Property and equipment is stated at cost. Major additions are
capitalized; maintenance and repairs are charged to income
currently. Depreciation is computed on the straight-line and
accelerated methods over the estimated useful lives of the assets.
16
NOTES TO FINANCIAL STATEMENTS
The Company uses the successful efforts method of accounting for its
oil and gas operations. Under the successful efforts method, the
costs of acquiring mineral interest, drilling and equipping
successful exploratory wells, and all development wells and related
facilities are capitalized. All other exploration costs, including
geological and geophysical costs, lease rentals and the cost of
drilling unsuccessful exploratory wells are charged to expense. Due
to the Company's small percentage ownership (in relation to the
total) of oil and gas properties, reserve information is not
available to the Company for mineral interests acquired. Depletion
of these interests is computed on the straight-line and accelerated
methods over an estimated life of five to seven years. Acquisition
costs of proved mineral interests for which reserve information is
available are depleted using the unit-of-production method based on
production and estimated proved reserves. Related tangible and
intangible costs are depreciated and amortized using the unit-of-
production method based on production and estimated proved developed
reserves.
Earnings per share:
Earnings per share is based on the weighted average number of common
shares outstanding during the years.
Income taxes:
The Company complies with the provisions of FASB Statement of
Financial Accounting Standards 109, Accounting for Income Taxes
relative to the reporting of income taxes. This statement requires
an asset and liability approach for financial accounting and
reporting for income taxes. The objectives are to recognize the
amount of taxes payable or refundable for the current year, and to
recognize deferred tax liabilities and assets for the future tax
consequences of events that have been recognized in the Company's
financial statements or tax returns. The elements with different
bases for financial and tax purposes are property and equipment,
investments, accounts receivable, inventory and accounts payable.
The basic principles to be applied in accounting for income taxes at
the date of the financial statements are:
1. A current tax liability or asset is recognized for the estimated
taxes payable or refundable on tax returns for the current year.
17
NOTES TO FINANCIAL STATEMENTS
2. A deferred tax liability or asset is recognized for the estimated
future tax effects attributable to temporary differences and
carryforwards.
3. The measurement of current and deferred tax liabilities and
assets is based on provisions of the enacted tax law; the effects
of future changes in tax laws or rates are not anticipated.
4. The measurement of deferred tax assets is reduced, if considered
necessary, by the amount of any tax benefits that, based on
available evidence, are not expected to be realized.
Note 2. Securities Available-for-Sale
Debt and equity securities have been classified in the balance sheet
according to management's intent in the current and noncurrent asset
sections under the headings securities available-for-sale. The carrying
amount of securities and their approximate fair values at December 31,
1996 follow:
Gross Gross
Amortized Unrealized Unrealized
Cost Losses Losses Fair Value
----------- ---------- ---------- -----------
Available-for-sale securities:
December 31, 1996:
Equity securities $ 8,160 $ 5,858 $ - $ 14,018
U.S. government securities 997,105 5,755 48 1,002,812
---------- -------- ---------- ----------
$1,005,265 $ 11,613 $48 $1,016,830
========== ======== ========== ==========
Available-for-sale securities:
December 31, 1995:
Equity securities $ 184,840 $235,096 $ - $ 419,936
U.S. government securities 197,623 149 - 197,772
---------- -------- ---------- ----------
$ 382,463 $235,245 $ - $ 617,708
========== ======== ========== ==========
Gross realized gains and gross realized losses on sales of available-for-
sale securities were:
1996 1995
---------- ----------
Gross realized gains:
U.S. government and agency securities $ - $ -
Equity securities 751,417 -
---------- ----------
$ 751,417 $ -
========== ==========
Gross realized losses:
U.S. government and agency securities $ - $ -
Equity securities - -
---------- ----------
$ - $ -
========== ==========
18
NOTES TO FINANCIAL STATEMENTS
The scheduled maturities of securities (other than equity securities)
available-for-sale at December 31, 1996 were as follows:
Amortized Fair
Cost Value
--------- ----------
Due in one year or less $ 495,545 $ 495,500
Due from one year to three years - -
Due from three to five years 200,019 201,469
Due after five years 301,541 305,843
--------- ----------
$ 997,105 $1,002,812
========= ==========
Expected maturities may differ from contractual maturities because the issuers
of certain debt securities do have the right to call or prepay their
obligations without any penalties. The amount classified as current assets on
the accompanying balance sheets represent the expected maturities of the debt
securities during the next year.
Note 3. Oil and Gas Properties
Results of operations for oil and gas producing activities at December 31, 1996,
1995 and 1994 is as follows:
1996 1995 1994
--------- --------- ----------
Gross revenues:
Royalty interests $ 245,368 $ 203,001 $ 175,225
Working interests 59,587 47,840 49,165
--------- --------- ----------
304,955 250,841 224,390
Less:
Production costs 33,028 37,613 50,768
Exploration expenses - 2,843 68,657
Depreciation, depletion and
amortization 2,827 3,409 3,671
--------- --------- ----------
Results before income tax
expenses 269,100 206,976 101,294
Income tax expenses 95,026 67,639 12,671
--------- --------- ----------
Results of operations from
producing activities
(excluding) corporate
overhead) $ 174,074 $ 139,337 $ 88,623
========= ========= ==========
19
NOTES TO FINANCIAL STATEMENTS
Costs incurred in oil and gas activities:
The major costs incurred in connection with the Company's oil and gas
operations (which are conducted entirely within the United States) at
December 31, 1996, 1995 and 1994 are as follows:
1996 1995 1994
--------- --------- ---------
Acquisition costs-working and
royalty interests $ - $ - $ -
========= ========= =========
Exploration costs-primarily dry
hole costs $ - $ 2,843 $ 68,657
========= ========= =========
Development costs $ 591 $ 439 $ 8,034
========== ========= =========
Reserve quantities (unaudited):
Reserve information relating to estimated quantities of the Company's
interest in proved reserves of natural gas and crude (including
condensate and natural gas liquids) is not available. Such reserves
are located entirely within the United States. A schedule indicating
such reserve quantities is, therefore, not presented.
The wells remain in production at December 31, 1996, including royalty
interests and working interests obtained through back-in provisions of
royalty agreements. Production from such royalty interests and working
interests comprises 100% of the Company's oil and gas revenues in 1996,
1995 and 1994.
Actual production has exceeded original estimates of reserves, and
remaining reserves have not been revised. Therefore, the Company is
not able to complete the computations of discounted future cash flows
and reconciliation thereof.
20
NOTES TO FINANCIAL STATEMENTS
Note 4. Income Taxes
The Company files federal income tax returns on a calendar year basis.
The net deferred tax liability in the accompanying balance sheet includes
the following components at December 31,:
1996 1995
---------- -----------
Deferred tax assets $ 919 $ 240
Valuation allowance - -
Deferred tax liabilities (9,210) (7,911)
Deferred tax liabilities on unrealized
appreciation on securities available
for sale (2,343) (94,037)
---------- -----------
Net deferred tax liability $ (10,634) $ (101,708)
========== ===========
A reconciliation between income taxes, computed by applying statutory tax
rates to income before income taxes and income taxes provided at December
31, 1996, 1995 and 1994 is as follows:
1996 1995 1994
---------- ---------- ---------
Tax at statutory rates $ 423,159 $ 176,152 $ 41,064
Tax effect of the following:
Statutory depletion (12,923) (10,444) (8,619)
Graduated tax rates - (2,789) (11,750)
Dividend exclusion (6,285) (6,055) (6,563)
State income tax 38,316 13,497 1,498
Other (2,774) (1,049) (2,959)
---------- ---------- ---------
$ 439,493 $169,312 $ 12,671
========== ========== =========
21
NOTES TO FINANCIAL STATEMENTS
Deferred income taxes result from timing differences in the recognition
of revenue and expenses for tax and financial statement purposes. The
effect of these timing differences at December 31, 1996 and 1995 is as
follows:
1996 1995
---------- ----------
Conversion of tax return from cash
to accrual basis for financial
reporting $ (5,537) $ (6,066)
Excess of depreciation and depletion
expensed for tax purposes (under)
amount expensed for financial
statement purposes (472) (1,603)
Unrealized gain on marketable securities (4,625) (94,039)
---------- ----------
$ (10,634) $ (101,708)
========== ==========
Note 5. Long-Term Debt
Long-term debt consisted of a note payable in annual principal
installments of $95,000 plus interest at eight percent. The note was
paid in full in April, 1996.
Note 6. Business Segment and Major Customer Information
The Company's operations are classified into three principal industry
segments: oil and gas properties, agricultural properties, and timber
properties. The agricultural and timber properties were acquired in
February of 1990. Additional timber properties were acquired in April,
1992. Following is a summary of segmented information for 1996, 1995
and 1994:
1996 1995 1994
---------- ---------- -----------
REVENUES
Oil and gas properties $ 453,862 $ 287,426 $ 251,280
Agricultural properties 67,437 54,790 33,539
Timber properties 114,741 466,757 92,836
All other segments 36,254 3,164 1,327
---------- ---------- ----------
$ 672,294 $ 812,137 $ 378,982
========== ========== ==========
22
NOTES TO FINANCIAL STATEMENTS
1996 1995 1994
----------- ------------ ------------
COSTS AND EXPENSES
Oil and gas properties $ 35,855 $ 43,866 $ 123,096
Agricultural properties 36,547 35,476 33,100
Timber properties 20,445 109,977 31,871
All other segments 591 439 1,386
---------- ---------- ----------
$ 93,438 $ 189,758 $ 189,453
========== ========== ==========
INCOME FROM OPERATIONS
Oil and gas properties $ 418,007 $ 243,560 $ 128,184
Agricultural properties 30,890 19,314 439
Timber properties 94,296 356,780 60,965
All other segments 35,663 2,725 (59)
---------- ---------- ----------
578,856 622,379 189,529
OTHER INCOME (EXPENSE) 665,727 (104,286) (68,754)
---------- ---------- ----------
INCOME BEFORE INCOME TAXES $1,244,583 $ 518,093 $ 120,775
========== ========== ==========
IDENTIFIABLE ASSETS
Oil and gas properties $ 554,068 $ 532,584 $ 540,186
Agricultural properties 621,391 632,656 634,527
Timber properties 929,811 939,118 1,033,850
All other segments - 6,289 2,047
---------- ---------- ----------
2,105,270 2,110,647 2,210,610
GENERAL AND CORPORATE ASSETS 1,334,745 907,895 376,472
---------- ---------- ----------
TOTAL ASSETS $3,445,721 $3,018,542 $2,587,082
========== ========== ==========
CAPITAL EXPENDITURES
Oil and gas properties $ 1,502 $ - $ 148
Agricultural properties - - -
Timber properties - - -
All other segments - - -
---------- ---------- ----------
$ 1,502 $ - $ 148
========== ========== ==========
DEPRECIATION, DEPLETION AND
AMORTIZATION
Oil and gas properties $ 2,827 $ 3,409 $ 3,671
Agricultural properties - 2,342 2,244
Timber properties 8,907 95,665 16,462
All other segments 591 439 1,385
---------- ---------- ----------
$ 12,325 $ 101,855 $ 23,762
========== ========== ==========
23
NOTES TO FINANCIAL STATEMENTS
There are no intersegment sales reported in the accompanying income
statements. Income before income tax represents net sales less
operating expenses and other income and expenses of a general corporate
nature. Identifiable assets by segment are those assets that are used
in the Company's operations within that industry. General corporate
assets consist principally of cash and cash items, accounts receivable,
and marketable equity and debt securities.
The following summarizes major customer information at December 31,
1996, 1995 and 1994 from oil and gas revenues:
Sales to Purchaser as a
Percentage of Total Revenues
----------------------------
Purchaser 1996 1995 1994
--------- ---- ---- ----
Whitson 3% 24% 18%
Riceland Petroleum Company 29% 30% 29%
Coastal 15% 13% 16%
Meridian Oil 7% 8% 13%
Woodlawn 23% - -
Note 7. Related Party Transactions
The President of the Company is Chairman of the Board of the First
National Bank of Lake Charles (the Bank). At December 31, 1996 and
1995, the Company had $313,463 and $289,180, respectively, deposited in
money-market and noninterest bearing checking accounts with the Bank.
In 1990, the Company purchased interests in properties managed by
Walker Louisiana Properties (WLP), such properties being subject to a
management agreement described at Note 11. The General Manager of WLP
also acts in the capacity of Vice-President and Secretary and director
of this Company.
Note 8. Supplementary Income Statement Information
Taxes other than income taxes of $51,829, $52,054 and $50,265, were
charged to expense during 1996, 1995 and 1994, respectively.
24
NOTES TO FINANCIAL STATEMENTS
Note 9. Major Transactions
In February, 1990 the Company acquired a 12.5% interest in 34,189 acres
and other properties in Allen, Beauregard, Calcasieu, Cameron,
Jefferson Davis, Lafourche, Sabine, and Vermillion Parishes for
$1,275,000. Of the total acreage, 30,581 acres were acquired in fee and
3,608 were acquired in surface rights only.
The allocation of the purchase price, which was applied pro rata over
the fair market values of the assets acquired is as follows:
Cash and accounts receivable $ 1,607
Harvested crops 17,799
Buildings and equipment 14,610
Land:
Agricultural 606,982
Other 233,445
Timber 380,792
Oil and gas properties 19,765
-----------
$ 1,275,000
===========
The primary sources of income from the property are the leasing of
mineral rights, timber sales, and agricultural rents.
The President of this Company is President and majority stockholder of
a corporation that also purchased a 12.5% undivided interest in the
same acreage at the same time and at the same price.
In February, 1992, the Company purchased 952 acres of timberland
located in Calcasieu and Beauregard Parishes for $475,000. The purchase
price of $95,000 was paid at the closing date from the Company's cash
reserves and the remaining $380,000 was financed with a mortgage note
payable described at Note 5. This note was paid in full in April, 1996.
The seller retained a 50% mineral interest in the property.
Note 10. Reclassification
Certain amounts in the 1994 and 1995 financial statements have been
reclassified to conform to the 1996 presentation. Such
reclassifications had no effect on net income or retained earnings.
25
NOTES TO FINANCIAL STATEMENTS
Note 11. Management Agreement
During 1990, the Company purchased an undivided interest in numerous
parcels of land and other properties as described at Note 9. The
Company's interest, along with the interests of other co-owners, is
managed by an entity under a management agreement whereby costs are
shared based on the percent of ownership.
Note 12. Concentration of Credit Risk
The Company maintains its cash balances in one financial institution.
The amount on deposit in the financial institution is insured by the
Federal Deposit Insurance Corporation up to $100,000.
Note 13. Contingencies
The Company is a party in a suit to recover disputed royalties. Based
upon the opinion of the Company's counsel, the suit could result in a
settlement or award by the court in favor of the Company. At this time,
however, no estimate can be made as to the time or amount, if any, of
ultimate recovery.
Note 14. Disclosures About Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it was practical
to estimate that value:
Cash and cash equivalents:
For these short-term instruments, the carrying amount is a
reasonable estimate of fair value.
Securities available-for-sale:
Debt and equity securities were valued at fair value, which equals
quoted market price.
26
NOTES TO FINANCIAL STATEMENTS
The estimated fair value of the Company's financial instruments at
December 31, 1996 and 1995 are as follows. Amounts are presented in
thousands.
1996 1995
----------------- ---------------
Carrying Fair Carrying Fair
Financial Assets Value Value Value Value
-------- ------- -------- -----
Cash and cash equivalents $ 313 $ 313 $ 289 $ 289
Securities available for sale 1,017 1,017 618 618
-------- ------ -------- -----
$ 1,330 $ 1,330 $ 907 $ 907
======== ======= ======== =====
27
CALCASIEU REAL ESTATE & OIL CO., INC.
PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1996, 1995 and 1994
Balance, Adjustments Balance,
Beginning and End of
1996 of Period Additions Retirements Period
---- ----------- --------- ----------- -----------
Oil and gas properties-proved $ 376,230 $ 1,502 $ - $ 377,732
Other property:
Buildings and equipment 99,036 818 8,895 90,959
Timber 545,792 - - 545,792
Land 1,662,142 - 400 1,661,742
---------- ------- ------ ----------
$2,683,200 $ 2,320 $9,295 $2,676,225
========== ======= ====== ==========
1995
----
Oil and gas properties-proved $ 377,213 $ - $ 983 $ 376,230
Other property:
Buildings and equipment 101,756 - 2,720 99,036
Timber 545,792 - - 545,792
Land 1,661,209 933 - 1,662,142
---------- ------- ------ ----------
$2,685,970 $ 933 $3,703 $2,683,200
========== ======= ====== ==========
1994
----
Oil and gas properties-proved $ 377,170 $ 148 $ 102 $ 377,213
Other property:
Buildings and equipment 102,893 - 1,137 101,756
Timber 545,792 - - 545,792
Land 1,637,195 24,014 - 1,661,209
---------- ------- ------ ----------
$2,663,050 $24,162 $1,239 $2,685,970
========== ======= ====== ==========
28
CALCASIEU REAL ESTATE & OIL CO., INC.
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
Years Ended December 31, 1996, 1995 and 1994
Balance, Adjustments Balance,
Beginning and End of
1996 of Period Additions Retirements Period
---- --------- --------- ----------- ---------
Oil and gas properties-proved $371,799 $ 2,827 $ - $374,626
Other property:
Buildings and equipment 89,717 591 8,895 81,413
Timber 182,414 8,907 - 191,321
-------- -------- ----------- --------
$643,930 $ 12,325 $8,895 $647,360
======== ======== =========== ========
1995
----
Oil and gas properties-proved $368,391 $ 3,408 $ - $371,799
Other property:
Buildings and equipment 92,090 2,781 5,154 89,717
Timber 86,749 95,665 - 182,414
-------- -------- ----------- --------
$547,230 $101,854 $5,154 $643,930
======== ======== =========== ========
1994
----
Oil and gas properties-proved $364,818 $ 3,671 $ 98 $368,391
Other property:
Buildings and equipment 89,713 3,629 1,252 92,090
Timber 70,287 16,462 - 86,749
-------- -------- ----------- --------
$524,818 $ 23,762 $1,350 $547,230
======== ======== =========== ========
29