As filed with the SEC on August 14, 2002
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) 15(d)
OF THE SECURITIES eXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2002 |
|
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 June 30, 2002, a total of 5,029,473 shares of registrant’s Common Stock were outstanding.
TABLE OF CONTENTS
PART I |
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FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements |
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3 |
Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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8 |
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PART II |
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OTHER INFORMATION |
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Item 1. |
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Legal Proceedings |
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10 |
Item 5. |
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Other Information |
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10 |
Item 6. |
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Exhibits, Lists, and Reports on Form 8-K |
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11 |
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Signatures |
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11 |
PART I. FINANCIAL CONDITION
Item 1. |
Financial Statements |
The following unaudited Financial Statements for the period ended June 30, 2002, have been prepared by Royale Energy, Inc. ("Royale
Energy").
ROYALE ENERGY, INC.
BALANCE SHEETS
|
June 30 |
|
December 31 |
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|
2002 |
|
2001 |
|||
|
(Unaudited) |
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(Audited) |
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ASSETS |
|
|
||||
|
|
|||||
Current Assets |
|
|
||||
Cash and cash equivalents |
|
$ |
4,292,374 |
|
$ |
3,131,859 |
Accounts receivable |
|
2,318,621 |
|
3,525,038 |
||
Other current assets |
|
832,728 |
|
695,461 |
||
|
|
|||||
Total Current Assets |
|
7,443,723 |
|
7,352,358 |
||
|
|
|||||
Oil and Gas Properties (successful efforts basis) |
|
19,427,097 |
|
17,111,209 |
||
Equipment and Fixtures, net |
|
810,136 |
|
597,977 |
||
|
|
|||||
|
20,237,233 |
|
17,709,186 |
|||
|
|
|||||
Less accumulated depreciation, depletion and amortization |
|
6,102,326 |
|
5,483,185 |
||
|
|
|||||
|
14,134,907 |
|
12,226,001 |
|||
|
|
|||||
TOTAL ASSETS: |
|
$ |
21,578,630 |
|
$ |
19,578,359 |
See notes to consolidated financial statements.
ROYALE ENERGY, INC.
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
June 30, |
|
|
December 31, |
|
2002 |
|
|
2001 |
|
|
(Unaudited) |
|
|
(Audited) |
|
Current Liabilities |
|
|
|
||
Accounts payable and accrued expenses |
$ |
5,078,095 |
|
$ |
3,543,001 |
Deferred revenue from turnkey drilling |
|
1,955,380 |
|
|
2,740,991 |
|
|
|
|||
Total Current Liabilities |
|
7,033,475 |
|
|
6,283,992 |
|
|
|
|||
Long-Term Debt, net of current portion |
|
3,750,000 |
|
|
2,000,000 |
|
|
|
|||
Redeemable Preferred Stock |
|
|
|
||
Series A, convertible preferred stock, no par value, 259,250 shares |
|
|
|
||
authorized; 11,318 and 10,780 shares issued and outstanding |
|
20,375 |
|
24,066 |
|
|
|
|
|
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Stockholders' Equity |
|
|
|
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Common stock, no par value, 10,000,000 shares authorized; |
|
|
|
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5,029,473 and 4,373,045 shares issued and outstanding, |
|
|
|
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Respectively |
|
12,296,396 |
|
12,292,705 |
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Convertible preferred stock, Series AA, no par value, 147,500 |
|
|
|
||
shares authorized; 49,587 and 43,121 shares issued and |
|
|
|
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outstanding |
|
173,174 |
|
173,174 |
|
Accumulated (deficit) |
|
(1,600,290) |
|
|
(1,101,078) |
|
|
|
|||
Total paid in capital and accumulated deficit |
|
0,869,280 |
|
|
11,364,801 |
|
|
|
|||
Less cost of treasury stock, 19,300 shares |
|
(94,500) |
|
|
(94,500) |
|
|
|
|||
Total Stockholders' Equity |
|
10,774,780 |
|
|
11,270,301 |
|
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY: |
$ |
21,578,630 |
|
$ |
19,578,359 |
See notes to consolidated financial statements.
ROYALE ENERGY, INC.
STATEMENTS OF OPERATIONS
|
Six Months Ended June 30, |
|||||
|
2002 |
|
2001 |
|||
|
(Unaudited) |
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(Unaudited) |
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Revenues |
|
|
||||
Oil and gas production |
|
$ |
1,858,845 |
|
$ |
6,592,059 |
Turnkey drilling |
|
3,815,060 |
|
2,981,388 |
||
Supervisory fees and other |
|
300,868 |
|
328,757 |
||
|
|
|||||
Total Revenues |
|
5,974,773 |
|
9,902,204 |
||
|
|
|||||
Costs and Expenses |
|
|
||||
General and administrative |
|
1,268,350 |
|
1,053,291 |
||
Turnkey drilling and development |
|
2,484,969 |
|
1,132,106 |
||
Lease operating |
|
821,246 |
|
626,691 |
||
Lease impairment |
|
0 |
|
266,802 |
||
Legal and accounting |
|
689,198 |
|
346,600 |
||
Marketing |
|
503,500 |
|
520,179 |
||
Depreciation, depletion and amortization |
|
671,835 |
|
678,787 |
||
|
|
|||||
Total Costs and Expenses |
|
6,439,098 |
|
4,624,456 |
||
|
|
|||||
Income (Loss) from Operations |
|
(464,325) |
|
5,277,748 |
||
|
|
|||||
Other Expense |
|
|
||||
Interest expense |
|
34,324 |
|
51,029 |
||
|
|
|||||
Income Before Income Tax Expense |
|
(498,649) |
|
5,226,719 |
||
|
|
|||||
Income Tax Provision |
|
0 |
|
418,137 |
||
|
|
|||||
Net Income (Loss) |
|
$ |
(498,649) |
|
$ |
4,808,582 |
|
|
|||||
Diluted Earnings Per Share |
|
$ |
(0.09) |
|
$ |
0.91 |
|
|
|||||
Basic Earnings Per Share |
|
$ |
(0.10) |
|
$ |
0.96 |
See notes to consolidated financial statements. |
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ROYALE ENERGY, INC.
STATEMENTS OF CASH FLOWS
|
Six Months Ended June 30, |
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|
2002 |
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2001 |
|||
|
(Unaudited) |
|
(Unaudited) |
|||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|||||
Net income |
|
$ |
(498,649) |
|
$ |
4,808,582 |
Adjustment to reconcile net income to net cash |
|
|
||||
provided (used) by operating activities: |
|
|
||||
Depreciation, depletion and amortization |
|
671,835 |
|
678,787 |
||
Lease impairment |
|
0 |
|
266,802 |
||
(Increase) decrease in: |
|
|
||||
Accounts receivable |
|
1,206,417 |
|
3,435,870 |
||
Prepaid expenses and other assets |
|
(137,267) |
|
(160,247) |
||
Increase (decrease) in: |
|
|
||||
Accounts payable and accrued expenses |
|
1,535,094 |
|
(2,036,081) |
||
Deferred revenues – DWI |
|
(785,611) |
|
1,498,980 |
||
|
|
|||||
Net Cash Provided by Operating Activities |
|
$ |
1,991,819 |
|
$ |
8,492,693 |
|
|
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CASH FLOWS FROM INVESTING ACTIVITIES |
|
|||||
Expenditures for oil and gas properties |
|
$ |
(2,369,145) |
|
$ |
(349,444) |
Other capital expenditures |
|
(212,159) |
|
(83,729) |
||
(Increase) decrease in notes receivable |
|
0 |
|
(1,760) |
||
|
|
|||||
Net Cash Provided (Used) by Investing Activities |
|
$ |
(2,581,304) |
|
$ |
(434,933) |
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||
Proceeds from long-term debt |
|
$ |
1,750,000 |
|
$ |
0 |
Principal payments on long-term debt |
|
0 |
|
(4,952,089) |
||
|
|
|||||
Net Cash Provided (Used) by Financing Activities |
|
$ |
1,750,000 |
|
$ |
(4,952,089) |
|
|
|||||
Net increase in cash and cash equivalents |
|
$ |
1,160,515 |
|
$ |
3,105,671 |
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|
|||||
Cash at beginning of year |
|
$ |
3,131,859 |
|
$ |
2,106,841 |
|
|
|||||
Cash at end of period |
|
$ |
4,292,374 |
|
$ |
5,212,512 |
|
|
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SUPPLEMENTAL INFORMATION |
|
|
||||
Cash paid for interest |
|
$ |
25,819 |
|
$ |
51,029 |
|
|
|||||
Cash paid for taxes |
|
$ |
70,377 |
|
$ |
49,475 |
See notes to consolidated financial statements.
ROYALE ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting only of
normally recurring adjustments, necessary to present fairly Royale Energy's financial position and the results of its operations
and cash flows for the periods presented. The results of operations for the six month period is not, in management's opinion,
indicative of the results to be expected for a full year of operations. These financial statements be read in conjunction
with the financial statements and the notes thereto included in Royale Energy's latest annual report.
NOTE 2- EARNINGS PER SHARE (SFAS 128)
Basic and diluted earnings per share are calculated as follows:
Six Months Ended June 30, 2002 |
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Income |
|
Shares |
|
Per-Share |
|
Basic Earnings Per Share: |
|
|
|||
Net income available to common stock |
$ (498,649) |
|
5,029,473 |
|
$ (.10) |
|
|
||||
Diluted Earnings Per Share: |
|
|
|||
Effect of dilutive securities and stock options |
-0- |
|
279,596 |
|
.01 |
|
|
||||
Net income available to common stock |
$ (498,649) |
|
5,309,069 |
|
$ (.09) |
Six Months Ended June 30, 2001 |
|||||
Income |
|
Shares |
|
Per-Share |
|
Basic Earnings Per Share: |
|
|
|||
Net income available to common stock |
$ 4,808,582 |
|
5,029,473 |
|
$ .96 |
|
|
||||
Diluted Earnings Per Share: |
|
|
|||
Effect of dilutive securities and stock options |
-0- |
|
279,988 |
|
$ (.05) |
|
|
||||
Net income available to common stock |
$ 4,808,582 |
|
5,309,461 |
|
$ .91 |
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
RESULTS OF OPERATIONS
For the first six months of 2002, we had a net loss of $498,649, a $5,307,231 decrease from the net profit of $4,808,582 in the
first six months of 2001. Total revenues for the period in 2002 were $5,974,773, a decrease of $3,927,431 (39.7%) from the
total revenues of $9,902,204 in 2001. We attribute this reduction in revenues to a decrease in oil and gas sales resulting
from lower natural gas prices received during the first half of 2002 when compared to the first half of 2001. Income from oil
and gas production fell by 72%, from $6,592,059 to $1,858,845, as natural gas prices in northern California returned to levels more
customary for the region, compared to the historically high prices received in early 2001.
Total operating expenses for the period were $6,439,098, an increase of $1,814,642 (39.2%) from the operating expenses of
$4,624,456 during the period in 2001. The increase was primarily due to drilling ten wells during the period, seven of which
were productive, compared to drilling four wells in the first half of 2001, two of which were productive.
Oil and gas lease operating expenses increased by $194,555, or 31%, to $821,246 for the six months ended June 30, 2002, from
$626,691 for the same period in 2001, mainly because we plugged and abandoned four non-producing wells during the first six months
of 2002. In addition, the number of wells we operated increased in the first half of 2002, when compared to the first half of
2001, due to the wells drilled and placed into production during the year in 2001 and 2002.
Turnkey drilling revenues for the six months ended June 30, 2002 were $3,815,060, which were offset by drilling and development
costs of $2,484,969. For the same period in 2001, turnkey drilling revenues were $2,981,388, while drilling and development
costs were $1,132,106. This represents an increase in revenues of $833,672 or 28% and an increase in costs of $1,352,863 or
119.5%. The increases in turnkey drilling revenues and drilling and development costs were due to drilling ten wells
during the first half of 2002, while we drilled four wells during the same period in 2001.
The aggregate of supervisory fees and other income was $300,868 for the six months ended June 30, 2002, a decrease of $27,889
(8.5%) from $328,757 during the same period in 2001. This decrease was mainly attributable to a decrease in interest income
received during first half of 2002 when compared to the same period in 2001. We had less cash equivalents on hand to earn
interest in the first half of 2002 than in 2001, because of decreased revenue from gas production and increased expenditures for
drilling.
Depreciation, depletion and amortization expense remained approximately the same, at $671,835, compared to $678,787 in 2001.
General and administrative expenses increased by $215,059, or 20.4%, from $1,053,291 for the six months ended June 30, 2001 to
$1,268,350 for the same period in 2002. Legal and accounting expense increased to $689,198 for the period, compared to
$346,600 for the first half of 2001, a $342,598 (98.9%) increase, because of increased litigation costs during the first six
months of 2002.
We periodically assess the value of significant proved and unproved properties and charges impairments of value to expense.
As a result of this assessment, $266,802 was recorded as a lease impairment in the first six months of 2001 while no impairments
were recorded during the period in 2002.
During 2002, we extended an existing credit line from a major commercial bank. Because of a decrease in total borrowings
pursuant to this credit line in the first half of 2002 compared to 2001, interest expense decreased to $34,324 for the six months
ended June 30, 2002 from $51,029 for the same period in 2001, a $16,705 or 32.7% decrease.
CAPITAL RESOURCES AND LIQUIDITY:
At June 30, 2002, we had current assets totaling $7,443,723 and current liabilities totaling $7,033,475, netting a $410,248 working
capital reserve, exclusive of unused credit. We had cash and cash equivalents at June 30, 2002 of $4,292,374 compared to
$3,131,859 at December 31, 2001. During the period ending June 30, 2002, we drew $1,750,000 from our credit line to meet our
drilling schedule. We expect to generate sufficient cash from operations during the remainder of 2002 to fund
operating and capital expenditure requirements. Our available but unused line of committed bank credit totaled approximately
$2,385,000 at June 30, 2002.
OPERATING ACTIVITIES. For the six months ended June 30, 2002, cash provided by operating activities totaled
$1,991,819, compared to $8,492,693 provided by operating activities for the same period in 2001, mainly because of decreased oil
and gas prices and sales during the period in 2002.
INVESTING ACTIVITIES. Net cash used by investing activities, primarily in capital acquisitions of oil and gas
properties, amounted to $2,581,304 for the first six months of 2002, compared to $434,933 used by investing activities for the same
period in 2001. The increase in cash used was mainly due to the increase in the number of wells drilled during the period in
2002 when compared to the wells drilled during the period in 2001.
FINANCING ACTIVITIES. For the six months ended June 30, 2002, net cash provided by financing activities was
$1,750,000, which we drew from our bank credit line, compared to cash used by financing activities for the same period in 2001 of
$4,952,089. In the same period in 2001, we were reducing our bank borrowings.
PART II. OTHER INFORMATION
Item 1. |
Legal Proceedings |
Buck et al. v. Royale Energy et al (Southern District of California Federal District Court, Case Number 00-CV-1499-K
(NLS))
On May 23, 2002, the Federal District Court for the Southern District of California granted Royale Energy's motion to dismiss this
lawsuit with prejudice on grounds that the plaintiffs had failed to prosecute it with due diligence. The court found that the
plaintiffs had acted in an "unexplained dilatory way" and that Royale had been prejudiced by this delay, justifying the
dismissal.
The case had been originally filed in December 1999 in the Northern District of California by fourteen individuals, against Royale
and certain of its directors. In July 2000, the case was transferred to the Southern District on Royale's motion. The
plaintiffs had alleged a variety of claims.
The District Court's ruling on May 23, 2002, terminated the litigation in its entirety with no liability on behalf of Royale or
its directors. The plaintiffs have filed a notice of appeal.
Blue Star Resources, Inc., v. Royale Energy, Inc. (Eastern District of California Federal District Court Case Number
S-01-266 EJG (DAD))
On May 8, 2002, the District Court granted summary adjudication in favor of Royale Energy, against plaintiff Blue Star Resources,
Inc., on a majority of plaintiff's claims in this suit. The suit sought an accounting and a demand for production proceeds
relating to four natural gas wells operated by Royale in Tehama County, California, on a parcel of property commonly known as
Victor Ranch. The court ruled that that Blue Star had no legitimate claims to the Victor Ranch 1-20 well on the
property. The Court has scheduled a hearing on plaintiffs' a motion for reconsideration for August 26, 2002. The
plaintiffs recently filed a companion case in state court seeking similar relief.
Item 5. |
Other Information |
15% STOCK DIVIDEND PAID
On May 31, 2002, we paid a 15% stock dividend to all shareholders of record on that date. The dividend increased the number
of outstanding shares by the following amounts:
|
Increase |
|
Total Outstanding |
|
Series A Preferred |
|
1,475 |
|
11,318 |
Series AA Preferred |
|
6,462 |
|
49,587 |
Common |
|
655,959 |
|
5,029,473 |
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits.
99.1 Certification pursuant to 18 U.S.C. § 1350
b. Reports on Form 8-K.
None.
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: August 14, 2002 |
|
Stephen M. Hosmer |
|
Stephen M. Hosmer, Chief Financial Officer |