As filed with the SEC on May 16, 2005 |
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SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 10-Q |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) |
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended March 31, 2005 |
Commission File No. 0-22750 |
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ROYALE ENERGY, INC. |
(Name of Small Business Issuer in its charter) |
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California |
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33-0224120 |
(State or other jurisdiction of |
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(I.R.S. Employer |
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7676 Hazard Center Drive, Suite 1500 |
San Diego, CA 92108 |
(Address of principal executive offices) |
Issuer's telephone number: 619-881-2800 |
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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 [ ] |
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At March 31, 2005, a total of 7,839,223 shares of registrant's common stock were outstanding. |
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TABLE OF CONTENTS |
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PART I |
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FINANCIAL INFORMATION |
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1 |
Item 1. |
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Financial Statements |
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1 |
Item 2. |
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Management's Discussion and Analysis of Financial Condition and |
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7 |
Item 3 |
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Disclosure Controls and Procedures |
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PART II |
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OTHER INFORMATION |
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9 |
Item 2. |
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Changes in Securities |
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9 |
Item 6. |
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Exhibits |
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10 |
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Signatures |
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11 |
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-ii- |
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PART I. FINANCIAL CONDITION |
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Item 1. Financial Statements |
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ROYALE ENERGY, INC. |
BALANCE SHEETS |
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March 31, 2005 |
December 31, 2004 |
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(Unaudited) |
(Audited) |
ASSETS |
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Current Assets |
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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 |
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Total Current Assets |
10,688,760 |
16,404,652 |
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Investments |
6,946 |
6,946 |
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Oil and Gas Properties at cost, (successful efforts |
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basis), Equipment and Fixtures |
29,248,112 |
26,137,071 |
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TOTAL ASSETS: |
$ 39,943,818 |
$ 42,548,669 |
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See notes to Consolidated Financial Statements |
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-1- |
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ROYALE ENERGY, INC. |
BALANCE SHEETS |
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March 31, 2005 |
December 31, 2004 |
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(Unaudited) |
(Audited) |
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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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 |
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Long-Term Liabilities |
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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 |
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Total Liabilities |
22,886,830 |
25,359,848 |
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Redeemable Preferred Stock |
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Series A, convertible preferred stock, no par value, |
11,589 |
11,589 |
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Stockholders' Equity |
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Common stock, no par value, authorized 10,000,000 |
19,591,039 |
19,591,039 |
Convertible preferred stock, Series AA, no par value, |
167,979 |
167,979 |
Accumulated (Deficit) |
(2,632,474) |
(2,500,641) |
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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 |
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Total Stockholders' Equity |
17,056,988 |
17,188,821 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: |
$ 39,943,818 |
$ 42,548,669 |
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See notes to Consolidated Financial Statements |
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-2- |
ROYALE ENERGY, INC. |
STATEMENTS OF OPERATIONS |
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Three Months Ended March 31, |
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2005 |
2004 |
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(Unaudited) |
(Unaudited) |
Revenues |
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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 |
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Total Revenues |
5,552,615 |
5,513,278 |
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Costs and Expenses |
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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 |
0 |
Legal and accounting |
88,986 |
95,012 |
Marketing |
328,527 |
358,699 |
Depreciation, depletion and amortization |
861,525 |
759,554 |
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Total Costs and Expenses |
5,570,221 |
4,000,866 |
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Income (Loss) from Operations |
(17,606) |
1,512,412 |
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Other Expense |
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Interest expense |
78,294 |
59,393 |
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Income Before Income Tax Expense |
(95,900) |
1,453,019 |
Income Tax Expense |
35,933 |
491,394 |
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Net Income (Loss) |
$ (131,833) |
$ 961,625 |
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Diluted Earnings Per Share |
$ (0.02) |
$ 0.14 |
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Basic Earnings Per Share |
$ (0.02) |
$ 0.14 |
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See notes to Consolidated Financial Statements |
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-3- |
ROYALE ENERGY, INC. |
STATEMENTS OF CASH FLOWS |
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Three Months Ended March 31, |
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2005 |
2004 |
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(Unaudited) |
(Unaudited) |
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
$ (131,833) |
$ 961,625 |
Adjustments to reconcile net income to net cash |
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provided (used) by operating activities: |
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Depreciation, depletion and amortization |
861,525 |
759,554 |
Lease impairment |
8,182 |
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Decrease in: |
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Accounts receivable |
26,049 |
218,739 |
Prepaid expenses and other assets |
906,186 |
22,110 |
Increase (decrease) in: |
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Accounts payable and accrued expenses |
(799,646) |
(2,919,672) |
Deferred revenues - DWI |
(786,080) |
235,419 |
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Net Cash Provided by Operating Activities |
$ 84,383 |
(722,225) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Expenditures for oil and gas properties and |
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other capital expenditures |
(3,978,369) |
(2,190,809) |
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Net Cash Provided (Used) by Investing Activities |
(3,978,369) |
(2,190,809) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from long-term debt |
(889,671) |
2,193,037 |
Repurchase of stock options |
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(286,356) |
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Net Cash Provided (Used) by Financing Activities |
(889,671) |
1,906,681 |
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Net (decrease) in cash and cash equivalents |
(4,783,657) |
(1,006,353) |
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Cash at beginning of period |
7,627,045 |
4,877,618 |
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Cash at end of period |
$ 2,843,388 |
$ 3,871,265 |
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SUPPLEMENTAL INFORMATION |
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Cash paid for interest |
$ 54,958 |
$ 52,693 |
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Cash paid for taxes |
$ 285,933 |
$ 184,174 |
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See notes to Consolidated Financial Statements |
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ROYALE ENERGY, INC. |
NOTES TO FINANCIAL STATEMENTS |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
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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. |
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Note 2 - Earnings Per Share (SFAS 128) |
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Basic and diluted earnings (loss) per share are calculated as follows: |
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For the Quarter Ended March 31, 2005 |
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Income |
Shares |
Per-Share |
Basic Earnings Per Share: |
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Net income available to common stock |
$ (131,833) |
7,839,223 |
$ (0.02) |
Diluted Earnings Per Share: |
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Effect of dilutive securities and stock options |
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149,337 |
(0.00) |
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Net income available to common stock |
$ (131,833) |
7,988,560 |
$ (0.02) |
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For the Quarter Ended March 31, 2004 |
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Income |
Shares |
Per-Share |
Basic Earnings Per Share: |
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Net income available to common stock |
$ 961,625 |
6,904,538 |
$ 0.14 |
Diluted Earnings Per Share: |
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Effect of dilutive securities and stock options |
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141,990 |
(0.00) |
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Net income available to common stock |
$ 961,625 |
7,046,528 |
$ 0.14 |
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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. |
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Note 3 - Oil and Gas Properties, Equipment and Fixtures |
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Oil and gas properties, equipment and fixtures consist of the following: |
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March 31, 2005 |
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December 31, 2004 |
Oil and Gas |
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Producing properties, including drilling costs |
$ 26,369,738 |
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$ 24,268,397 |
Undeveloped properties |
3,978,920 |
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2,082,853 |
Lease and well equipment |
8,499,419 |
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8,041,522 |
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38,848,077 |
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34,392,772 |
Accumulated depletion, depreciation & amortization |
(11,712,408) |
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(10,897,900) |
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27,135,669 |
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23,494,872 |
Commercial and Other |
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Real estate, including furniture and fixtures |
$ 503,344 |
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$ 1,005,916 |
Vehicles |
255,523 |
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255,523 |
Furniture and equipment |
2,168,209 |
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2,142,871 |
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2,927,076 |
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3,404,310 |
Accumulated depreciation |
(814,633) |
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(762,111) |
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2,112,443 |
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2,642,199 |
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$ 29,248,112 |
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$ 26,137,071 |
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Item 2. Management's Discussion And Analysis Of Financial |
Condition And Results Of Operations |
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Results Of Operations for the Three Months Ended March 31, 2005, as Compared to the Three Months Ended March 31, 2004 |
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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. |
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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%. |
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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. |
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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. |
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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. |
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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. |
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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 |
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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. |
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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. |
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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. |
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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. |
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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. |
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We ordinarily fund our operations and cash needs from cash flows generated from operations. |
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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. |
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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. |
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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. |
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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. |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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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. |
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Item 4. Controls and Procedures |
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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. |
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No significant changes occurred in our internal control over financial reporting during the quarter ended March 31, 2005. |
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PART II. OTHER INFORMATION |
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Item 6. Exhibits |
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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 |
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Signatures |
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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. |
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ROYALE ENERGY, INC. |
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Date: May 16, 2005 |
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/s/ Donald H. Hosmer |
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Donald H. Hosmer, President and Chief Executive Officer |
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Date: May 16, 2005 |
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/s/ Stephen M. Hosmer |
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Stephen M. Hosmer, Executive Vice President and Chief Financial Officer |
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-11- |
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