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                                                                 As filed with the SEC on May 16, 2005

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2005

Commission File No. 0-22750

 

 

 

ROYALE ENERGY, INC.

(Name of Small Business Issuer in its charter)

 

California

 

33-0224120

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

7676 Hazard Center Drive, Suite 1500

San Diego, CA 92108

(Address of principal executive offices)

Issuer's telephone number: 619-881-2800

 

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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  [   ]

 

 

 

At March 31, 2005, a total of 7,839,223 shares of registrant's common stock were outstanding.

 

TABLE OF CONTENTS

 

PART I

  

FINANCIAL INFORMATION

   

1

Item 1.

  

Financial Statements

   

1

Item 2.

  

Management's Discussion and Analysis of Financial Condition and
Results of Operations

   

7

Item 3

  

Disclosure Controls and Procedures

   

 

 

  

 

   

 

PART II

  

OTHER INFORMATION

   

9

Item 2.

 

Changes in Securities

 

9

Item 6.

  

Exhibits

   

10

 

  

Signatures

   

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-ii-

 

PART I.          FINANCIAL CONDITION

 

Item 1.  Financial Statements

 

ROYALE ENERGY, INC.

BALANCE SHEETS

 

 

March 31, 2005

December 31, 2004

 

(Unaudited)

(Audited)

ASSETS

 

 

 

 

 

Current Assets

 

 

  Cash and cash equivalents

$   2,843,388

$    7,627,045

  Accounts receivable

3,877,892

3,903,941

  Other current assets

2,352,291

3,570,850

  Deferred tax asset

1,155,338

1,155,338

  Inventory

        459,851

         147,478

 

 

 

    Total Current Assets

   10,688,760

    16,404,652

 

 

 

Investments

6,946

6,946

 

 

 

Oil and Gas Properties at cost, (successful efforts

 

 

  basis), Equipment and Fixtures

   29,248,112

    26,137,071

 

 

 

TOTAL ASSETS:

$ 39,943,818

$  42,548,669

 

 

 

 

 

 

 

See notes to Consolidated Financial Statements

 

-1-

 

 

 

ROYALE ENERGY, INC.

BALANCE SHEETS

 

 

March 31, 2005

December 31, 2004

 

(Unaudited)

(Audited)

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current Liabilities

 

 

  Accounts payable and accrued expenses

$      8,828,420 

$    9,628,066 

  Current portion of long-term debt

76,590 

69,944 

  Deferred revenue from turnkey drilling

        4,493,337 

      5,279,417 

    Total Current Liabilities

      13,398,347 

    14,977,427 

 

 

 

Long-Term Liabilities

 

 

  Asset retirement obligation

268,841 

266,462 

  Deferred income taxes

4,138,317 

4,138,317 

  Long-term debt, net of current portion

        5,081,325 

      5,977,642 

    Total Long-Term Liabilities

        9,488,483 

    10,382,421 

 

 

 

    Total Liabilities

      22,886,830 

    25,359,848 

 

 

 

Redeemable Preferred Stock

 

 

  Series A, convertible preferred stock, no par value,
    259,250 shares authorized; 6,122 and 6,122 shares
     issued and outstanding respectively

             11,589 

           11,589 

 

 

 

Stockholders' Equity

 

 

  Common stock, no par value, authorized 10,000,000
    shares, issued and outstanding 7,859,223 and
    7,859,223 shares issued; 7,839,223 and 7,839,223
    shares outstanding respectively

19,591,039 

19,591,039 

  Convertible preferred stock, Series AA, no par value,
    147,500 shares authorized; 57,416 and 57,416 shares
    issued and outstanding, respectively

167,979 

167,979 

  Accumulated (Deficit)

     (2,632,474)

   (2,500,641)

 

 

 

  Total paid in capital and accumulated deficit

17,126,544 

17,258,377 

  Less cost of treasury stock, 20,000 and 20,000 shares

(97,906)

(97,906)

  Paid in capital, treasury stock

             16,761 

           16,761 

 

 

 

    Total Stockholders' Equity

      17,056,988 

    17,188,821 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY:

$    39,943,818 

$  42,548,669 

 

 

 

See notes to Consolidated Financial Statements

 

-2-

 

 

ROYALE ENERGY, INC.

STATEMENTS OF OPERATIONS

 

 

Three Months Ended March 31,

 

2005

2004

 

(Unaudited)

(Unaudited)

Revenues

 

 

  Sale of oil and gas

$     2,358,582 

$     3,273,498 

  Turnkey drilling

2,904,544 

1,915,436 

  Supervisory fees and other

          289,489 

         324,344 

 

 

 

    Total Revenues

       5,552,615 

      5,513,278 

 

 

 

Costs and Expenses

 

 

  General and administrative

1,042,423 

1,019,993 

  Turnkey drilling and development

2,531,436 

1,227,769 

  Lease operating

709,142 

539,839 

  Lease impairment

8,182 

  Legal and accounting

88,986 

95,012 

  Marketing

328,527 

358,699 

  Depreciation, depletion and amortization

          861,525 

         759,554 

 

 

 

    Total Costs and Expenses

       5,570,221 

      4,000,866 

 

 

 

Income (Loss) from Operations

(17,606)

1,512,412 

 

 

 

Other Expense

 

 

  Interest expense

            78,294 

           59,393 

 

 

 

Income Before Income Tax Expense

(95,900)

1,453,019 

Income Tax Expense

            35,933 

         491,394 

 

 

 

Net Income (Loss)

$     (131,833)

$       961,625 

 

 

 

Diluted Earnings Per Share

$           (0.02)

$             0.14 

 

 

 

Basic Earnings Per Share

$           (0.02)

$             0.14 

 

 

 

 

See notes to Consolidated Financial Statements

 

-3-

 

 

ROYALE ENERGY, INC.

STATEMENTS OF CASH FLOWS

 

 

Three Months Ended March 31,

  

2005

2004

  

(Unaudited)

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

  Net income (loss)

$     (131,833)

$       961,625 

  Adjustments to reconcile net income to net cash

 

 

    provided (used) by operating activities:

 

 

      Depreciation, depletion and amortization

861,525 

759,554 

      Lease impairment

8,182 

-  

  Decrease in:

 

 

      Accounts receivable

26,049 

218,739 

      Prepaid expenses and other assets

906,186 

22,110 

  Increase (decrease) in:

 

 

     Accounts payable and accrued expenses

(799,646)

(2,919,672)

     Deferred revenues - DWI

      (786,080)

        235,419 

 

 

 

Net Cash Provided by Operating Activities

$         84,383 

       (722,225)

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

  Expenditures for oil and gas properties and

 

 

    other capital expenditures

   (3,978,369)

    (2,190,809)

 

 

 

Net Cash Provided (Used) by Investing Activities

   (3,978,369)

    (2,190,809)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

  Proceeds from long-term debt

(889,671)

2,193,037 

  Repurchase of stock options

                   -  

       (286,356)

 

 

 

Net Cash Provided (Used) by Financing Activities

       (889,671)

      1,906,681 

 

 

 

Net (decrease) in cash and cash equivalents

(4,783,657)

(1,006,353)

 

 

 

Cash at beginning of period

      7,627,045 

       4,877,618 

 

 

 

Cash at end of period

$    2,843,388 

$     3,871,265 

 

 

 

SUPPLEMENTAL INFORMATION

 

 

Cash paid for interest

$         54,958 

$          52,693 

 

 

 

Cash paid for taxes

$       285,933 

$       184,174  

 

 

 

See notes to Consolidated Financial Statements

 

-4-

 

 

ROYALE ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 1 - In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting only of normally recurring adjustments, necessary to present fairly the Company's financial position and the results of its operations and cash flows for the periods presented. The results of operations for the three month period are not, in management's opinion, indicative of the results to be expected for a full year of operations. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report.

 

Note 2 - Earnings Per Share (SFAS 128)

 

Basic and diluted earnings (loss) per share are calculated as follows:

 

For the Quarter Ended March 31, 2005

 

Income
(Numerator)

Shares
(Denominator)

Per-Share
Amount

Basic Earnings Per Share:

 

 

 

  Net income available to common stock

$  (131,833)

7,839,223

$     (0.02)

Diluted Earnings Per Share:

 

 

 

  Effect of dilutive securities and stock options

                   -

          149,337

       (0.00)

 

 

 

 

Net income available to common stock

$  (131,833)

       7,988,560

$     (0.02)

 

 

 

 

 

For the Quarter Ended March 31, 2004

 

Income
(Numerator)

Shares
(Denominator)

Per-Share
Amount

Basic Earnings Per Share:

 

 

 

  Net income available to common stock

$     961,625 

6,904,538

$        0.14 

Diluted Earnings Per Share:

 

 

 

  Effect of dilutive securities and stock options

                  - 

          141,990

        (0.00)

 

 

 

 

Net income available to common stock

$     961,625 

       7,046,528

$        0.14 

 

 

 

 

The number of common shares for the quarter ended March 31, 2004, has been retroactively restated to reflect the issuance of quarterly stock dividends during 2004.

 

 

-5-

 

 

Note 3 - Oil and Gas Properties, Equipment and Fixtures

 

Oil and gas properties, equipment and fixtures consist of the following:

 

 

March 31, 2005

  

December 31, 2004

Oil and Gas

 

 

 

Producing properties, including drilling costs

$    26,369,738 

 

$     24,268,397 

Undeveloped properties

3,978,920 

 

2,082,853 

Lease and well equipment

        8,499,419 

 

         8,041,522 

 

38,848,077 

 

34,392,772 

Accumulated depletion, depreciation & amortization

     (11,712,408)

 

     (10,897,900)

 

      27,135,669 

 

       23,494,872 

Commercial and Other

 

 

 

Real estate, including furniture and fixtures

$          503,344 

 

$       1,005,916 

Vehicles

255,523 

 

255,523 

Furniture and equipment

        2,168,209 

 

         2,142,871 

 

2,927,076 

 

3,404,310 

Accumulated depreciation

          (814,633)

 

          (762,111)

 

        2,112,443 

 

         2,642,199 

 

 

 

 

 

$    29,248,112 

 

$     26,137,071 

 

 

 

 

 

 

 

 




 

-6-

 

 

Item 2.  Management's Discussion And Analysis Of Financial

                 Condition And Results Of Operations

 

Results Of Operations for the Three Months Ended March 31, 2005, as Compared to the Three Months Ended March 31, 2004

 

For the quarter ended March 31, 2005, we had a net loss of $131,833, a $1,093,458 or 113.7% decrease compared to the net profit of $961,625 achieved during the same quarter in 2004. We attribute this to several factors, including a decrease in oil and natural gas production, increased turnkey drilling costs and increased depletion rates. Total revenues for the quarter in 2005 were $5,552,615, an increase of $39,337 or 0.71% from the total revenues of $5,513,278 during the first quarter of 2004.

 

In the first quarter 2005, revenues from oil and gas production decreased by 28.0% to $2,358,582 from $3,273,498, due to a decrease in oil and natural gas production. The net sales volume of natural gas for the quarter ended March 31, 2005, was approximately 370,126 Mcf with an average price of $5.97 per Mcf, versus 597,669 Mcf with an average price of $5.15 per Mcf for the same quarter in 2004. This represents a decrease in net sales volume of 227,543 Mcf or 38.1%. The net sales volume for oil and condensate (natural gas liquids) production was 3,659 barrels with an average price of $40.40 per barrel for the quarter ended March 31, 2005, compared to 6,240 barrels at an average price of $30.41 per barrel for the quarter in 2004. This represents a decrease in net sales volume of 2,581 barrels, or 41.4%.

 

Oil and natural gas lease operating expenses increased by $169,303, or 31.4%, to $709,142 for the quarter ended March 31, 2005, from $539,839 for the quarter in 2004. This increase was mainly due to higher workover and perforating costs incurred during the period in 2005, in order to increase production on some of our existing wells.

 

For the quarter ended March 31, 2005, turnkey drilling revenues increased $989,108 or 51.6%, to $2,904,544 from $1,915,436 in the same quarter 2004. We also had a $1,303,667 or 106.2% increase in turnkey drilling and development costs to $2,531,436 in 2005 from $1,227,769 in 2004. The increases in turnkey drilling revenues and costs were mainly due to an increase in the number of wells drilled. We drilled four wells during the quarter in 2005, compared two wells drilled during the quarter in 2004.

 

We periodically review for impairment our proved properties on a field-by-field basis and charge impairments of value to expense. Impairment losses of $8,182 were recorded in the first quarter of 2005. No impairments were recorded during the period in 2004.

 

The aggregate of supervisory fees and other income was $289,489 for the quarter ended March 31, 2005, a decrease of $34,855 (10.8%) from $324,344 during the quarter in 2004. This decrease was due to lower cost recovery fees on facilities received due to the decrease in natural gas production.

 

Depreciation, depletion and amortization expense increased to $861,525 from $759,554, an increase of $101,971 or 13.4%, for the quarter ended March 31, 2005, as compared to the same

 

-7-

 

 

period in 2004. The depletion rate is calculated using production as a percentage of reserves. This increase in depletion expense was mainly due to an increase in the depletion rate because of higher rates of production during 2004 when compared to total reserves and an increase in the number of oil and gas assets that we own.

 

General and administrative expenses increased by $22,430 or 2.2%, from $1,019,993 for the quarter ended March 31, 2004 to $1,042,423 for the quarter in 2005. This increase was due to increased employee salaries and related expenses, taxes and insurance. Legal and accounting expense decreased to $88,986 for the period, compared to $95,012 for quarter in 2004, a $6,026 or 6.3% decrease, mainly due to a decrease in litigation fees. Marketing expense for the quarter ended March 31, 2005 decreased $30,172, or 8.4%, to $328,527, compared to $358,699 for the quarter in 2004. Marketing expense varies from period to period according to the number of marketing events attended by personnel and their associated costs.

 

Interest expense increased to $78,294 for the quarter ended March 31, 2005, from $59,393 for the same period in 2004, an increase of $18,901 or 31.8%. This increase was mainly due to the higher interest rate on our commercial bank credit line, which increased from 4.75% at March 31, 2004 to 6.5% at March 31, 2005.

 

During the first quarter in 2005 our income tax expense decreased to $35,933 from $491,394 during the period in 2004, a $455,461 decrease, mainly due to the decrease in our net income.

 

 

Capital Resources and Liquidity

 

At March 31, 2005, Royale Energy had current assets totaling $10,688,760 and current liabilities totaling $13,398,347, a $2,709,587 working capital deficit. We had cash and cash equivalents at March 31, 2005 of $2,843,388 compared to $7,627,045 at December 31, 2004. During the three months ended March 31, 2005, we repaid approximately $889,671 on our commercial bank credit line and loan.

We have a revolving line of credit under a loan agreement with Guaranty Bank, FSB, which is secured by all of our oil and gas properties. At March 31, 2005, we had outstanding indebtedness of $4,775,000, compared to $5,472,500 at December 31, 2004. Our loan from Guaranty Bank, FSB, secured by our non-oil and gas real estate assets, had outstanding indebtedness of approximately $382,915 on March 31, 2005 compared to $575,086 at December 31, 2004.


At March 31, 2005, our accounts receivable totaled $3,877,892 compared to $3,903,941 at December 31, 2004, a $26,049 (0.67%) decrease, primarily due to a decrease in oil ang gas receivables for the quarter in 2005. At March 31, 2005, our accounts payable and accrued expenses totaled $8,828,420, a decrease of $799,646 or 8.3% over the accounts payable at December 31, 2004 of $9,628,066, mainly due to decreases in oil and natural gas revenue payables.

 

We ordinarily fund our operations and cash needs from cash flows generated from operations.

 

-8-

 

 

We believe that we have sufficient liquidity for the remainder of 2005 and do not foresee any liquidity demands that cannot be met from cash flow from operations.

 

Operating Activities. For the quarter ended March 31, 2005, cash provided by operating activities totaled $84,383 compared to $722,225 used by operating activities for the same period in 2004, a $806,608 increase. This was due to the decrease in net revenues from operations and a reduction in deferred revenues from turnkey drilling due to increased drilling.

 

Investing Activities. Net cash used by investing activities, primarily in capital acquisitions of oil and gas properties, amounted to $3,978,369 for the quarter in 2005, compared to $2,190,809 used by investing activities for the same period in 2004, a $1,787,560 or 81.6% increase in cash used. This increase was primarily due to four wells being drilled during the period in 2005 while two wells were drilled during the period in 2004.

 

Financing Activities. For the quarter ended March 31, 2005 cash used by financing activities was $889,671 compared to $1,906,681 provided by financing activities for the same period in 2004. This difference in cash provided was primarily due to repayments on our commercial bank credit line during the period in 2005 when compared to 2004.

 

 

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

 

Our major market risk exposure relates to pricing of oil and gas production. The prices we receive for oil and gas are closely related to worldwide prices for crude oil and spot prices paid for natural gas production. Prices have been volatile for the last few years, and we expect that volatility to continue. Monthly natural gas prices ranged from a low of $4.81 per mcf to a high of $6.43 per mcf during 2004. We have not entered into any hedging or derivative agreements to limit our exposure to changes in oil and gas prices or interest rates.

 

 

Item 4.   Controls and Procedures

 

As of March 31, 2005, an evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2005.

 

No significant changes occurred in our internal control over financial reporting during the quarter ended March 31, 2005.

 

 

 

 

 

 

 

-10-

 

PART II. OTHER INFORMATION

 

Item 6. Exhibits

 

31.1 Rule 13a-14(a)/15d-14(a) Certification

31.2 Rule 13a-14(a)/15d-14(a) Certification

32.1 18 U.S.C. Section 1350 Certification

32.2 18 U.S.C. Section 1350 Certification

 

 

Signatures

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

 

  

ROYALE ENERGY, INC.

 

  

 

Date:    May 16, 2005

  

/s/ Donald H. Hosmer                   

 

  

Donald H. Hosmer, President and Chief Executive Officer

 

  

 

 

 

 

Date:    May 16, 2005

  

/s/ Stephen M. Hosmer                    

 

  

Stephen M. Hosmer, Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 

-11-