<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission file number 0-8532
OAKRIDGE ENERGY, INC.
(Exact name of small business issuer as specified in its charter)
Utah 87-0287176
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4613 Jacksboro Highway
Wichita Falls, Texas 76302
(Address of principal executive offices)
(940) 322-4772
(Issuer's telephone number)
Not Applicable
(Former name, former address and former fiscal
year, if changed since last report)
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 [ ]
The number of shares outstanding of each of the issuer's classes of common
equity, as of May 31, 1998: Common Stock, $.04 par value 4,839,509 shares
Transitional Small Business Disclosure Format (check one);
YES [ ] NO [X]
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE #
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<S> <C>
Part I - Financial Information
1. Financial Statements:
Condensed Balance Sheets at
February 28, 1998 and May 31, 1998 1
Condensed Statements of Operations
For the Three Months Ended May 31, 1997 and 1998 2
Statement of Cash Flows
For the Three Months Ended May 31, 1997 and 1998 3
Notes to Condensed Financial Statements 4
2. Management's Discussion and Analysis or Plan of Operation 5
Part II - Other Information
5. Other Information 7
6. Exhibits and Reports on Form 8-K 8
Signatures 9
</TABLE>
(i)
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ITEM 1. FINANCIAL STATEMENTS.
Oakridge Energy, Inc.
CONDENSED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
As of As of
February 28, 1998 May 31, 1998
----------------- ------------
Current assets: (Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 877,006 $ 155,936
Trade accounts receivable 386,353 209,776
Other accounts receivable 0 3,091,182
Investment securities 1,637,047 1,358,009
Deferred tax asset 81,729 161,589
Prepaid expenses and other 36,117 32,137
------------ ------------
Total current assets 3,018,252 5,008,629
------------ ------------
Investment securities 326,667 225,281
Oil and gas properties, at cost using the successful efforts method of
accounting, net of accumulated depletion and depreciation of
$3,863,223 on February 28, 1998 and $3,450,190 on May 31, 1998 3,734,904 2,878,725
Coal and gravel properties, net of accumulated depletion and depreciation
of $8,347,878 on February 28, 1998 and $8,351,337 on May 31, 1998 388,233 384,927
Real estate held for development 2,474,309 2,608,189
Other property and equipment, net of accumulated depreciation
of $647,603 on February 28, 1998 and $656,652 on May 31, 1998 188,876 207,561
Other assets 1,272,354 1,216,398
------------ ------------
$ 11,403,595 $ 12,529,710
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 281,209 $ 237,427
Accrued expenses 53,687 68,942
Other Liabilities 5,507 534,406
------------ ------------
Total current liabilities 340,403 840,775
Deferred Federal income taxes 722,299 549,534
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Total liabilities 1,062,702 1,390,309
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Stockholders' equity:
Common stock, $.04 par value, 20,000,000
shares authorized, 10,157,803 shares issued 406,312 406,312
Additional paid-in capital 805,092 805,092
Retained earnings 17,599,170 18,469,617
Unrealized loss on investment securities
available for sale, net of income taxes (100,993) (70,231)
Less treasury stock, at cost, 5,286,194 shares on February 28, 1998
and 5,318,294 on May 31, 1998 (8,368,688) (8,471,389)
------------ ------------
Total stockholders' equity 10,340,893 11,139,401
------------ ------------
$ 11,403,595 $ 12,529,710
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
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Oakridge Energy, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For 3 Months For 3 Months
Ended Ended
May 31, 1997 May 31, 1998
------------ ------------
Revenues:
<S> <C> <C>
Oil and gas $ 898,975 $ 405,711
Gravel 10,342 17,475
Other 10,650 10,650
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Total revenues 919,967 433,836
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Operating expenses:
Oil and gas 566,782 365,026
Coal and gravel 24,376 29,874
Real estate development 16,514 36,261
General and administrative 128,696 142,020
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Total operating expenses 736,368 573,181
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Income (loss) from operations 183,599 (139,344)
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Other income (expense):
Interest and dividend income 50,495 41,334
Interest expense (3,607) 0
Gain on sale of oil and gas properties 0 1,504,073
Other, net 9,683 (97,730)
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Total other income 56,571 1,447,677
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Income before income taxes 240,170 1,308,332
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Income tax expense 86,234 437,885
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Net income $ 153,936 $ 870,447
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Income per common share $ 0.03 $ 0.20
=========== ===========
Weighted average shares outstanding 5,031,577 4,376,054
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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Oakridge Energy, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For 3 Months For 3 Months
Ended Ended
May 31, 1997 May 31, 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 153,936 $ 870,447
Adjustments to reconcile net income to net cash
provided by operating activities:
Depletion and depreciation 231,204 149,608
Accretion on investment securities, net (4,648) (2,449)
Gain on sale of oil and gas properties 0 (1,470,896)
Gain on sale of other property and equipment (19,000) 0
Gain on sale of other assets 0 (33,177)
Deferred federal income taxes 45,000 (245,758)
Other than temporary loss on investment securities 0 106,769
Net changes in assets and liabilities:
Trade accounts receivable 190,706 176,577
Prepaid expenses and other current assets 10,037 3,980
Accounts payable 95,677 (43,782)
Federal income tax payable 0 528,899
Accrued expenses (2,523) 15,255
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Net cash provided by operating activities 700,389 55,473
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Cash flows from investing activities:
Additions to oil and gas properties (513,746) (797,457)
Additions to real estate held for development (91,472) (137,048)
Additions to other property and equipment 0 (27,734)
Increase in other assets (29,888) (12,959)
Proceeds from sale of oil and gas properties 11,601 0
Proceeds from sale of other property and equipment 19,000 0
Purchases of investments available for sale (152,156) 0
Maturities of investments available for sale 0 300,000
Principal payments received on notes receivable 1,155 1,356
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Net cash provided by (used in) investing activities (755,506) (673,842)
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Cash flows from financing activities:
Other liabilities 351,618 0
Purchases of treasury stock (273,644) (102,701)
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Net cash provided by (used in) financing activities 77,974 (102,701)
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Net increase (decrease) in cash and cash equivalents 22,857 (721,070)
Cash and cash equivalents at beginning of period 195,631 877,006
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Cash and cash equivalents at end of period $ 218,488 $ 155,936
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid $ 3,198 $ --
Income taxes paid $ 41,234 $ 149,839
Recognition in Stockholders' Equity of the net unrealized holding loss on available for
sale securities of $56,180, net of tax effect of $28,941 during the quarter ended
May 31, 1997 and $15,771, net of tax effect of $8,125 during the quarter ended
May 31, 1998.
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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OAKRIDGE ENERGY, INC.
Notes to Condensed Financial Statements
(Unaudited)
(1) The accompanying unaudited financial statements for the three-month
periods ended May 31, 1997 and 1998 reflect, in the opinion of
management, all adjustments, which are of a normal and recurring
nature, necessary for a fair presentation of the results for such
periods.
(2) The foregoing financial statements should be read in conjunction with
the annual financial statements and accompanying notes for the fiscal
year ended February 28, 1998.
(3) Comprehensive Income - In June 1997, the Financial Accounting Standards
Board issued SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting and display of
comprehensive income and its components. Components of comprehensive
income are net income and all other nonowner changes in equity such as
the change in the cumulative translation adjustment. This statement
requires that an enterprise: (a) classify items of other comprehensive
income by their nature in a financial statement and (b) display the
accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section
of a balance sheet. SFAS No. 130 is effective for financial statements
issued for periods beginning after December 15, 1997, which for the
Company is the three months ended - May 31, 1998. Presentation of
comprehensive income for earlier periods provided for comparative
purposes is required and has been presented in these financial
statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with Items 6 and 7
of the Company's Annual Report on Form 10-KSB for the fiscal year ended February
28, 1998 and the Notes to Condensed Financial Statements contained in this
report.
RESULTS OF OPERATIONS
The Company had net income of $870,447 ($.20 per share) in the three months
ended May 31, 1998 compared to net income of $153,936 ($.03 per share) during
the three months ended May 31, 1997. The reason for the increase in net income
and the Company's profitability during the 1998 period was an approximate
$1,504,100 gain realized on the sale of the Company's Limestone County, Texas
gas property to Mitchell Energy Corporation.
Oil and gas revenues declined approximately $493,300 (54.9%) in the three
months ended May 31, 1998 due to the absence of any production from the
Limestone County, Texas gas property which was sold effective as of the first
day of the period, a decline in production from the Company's Madison County,
Texas oil property and a substantial decline in the Company's average oil price
received. The Limestone County, Texas gas property contributed approximately
$165,300 to revenues during the three months ended May 31, 1997 but none in the
1998 period. Revenues from the Company's Madison County, Texas property
decreased approximately $309,900 during the 1998 period. The Company produced
approximately 7,900 fewer barrels of oil from the property in the 1998 period,
primarily due to the decision of the operator of the property to restrict
production voluntarily as a result of low oil prices. The average oil price
received by the Company for the property's production declined approximately
$6.89 per barrel (35.4%) from that received in the 1997 period. Overall, the
Company's average oil price received fell approximately $6.74 per barrel
(34.9%). The Company is uncertain when oil prices may recover but believes it is
unlikely to occur during the Company's current fiscal quarter ending August 31,
1998.
Gravel revenues increased approximately $7,100 (69.0%) in the 1998 period
due to a higher level of gravel sales from the Company's Colorado property.
Rentals received by the Company from the property were the same in both periods.
The expenses of the Company's oil and gas operations declined approximately
$201,800 (35.6%) in the three months ended
5
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May 31, 1998 as lower dry hole costs, depletion and depreciation expense and
production taxes more than offset higher lease operating and geological and
geophysical expenses and increased ad valorem taxes. Dry hole costs declined
approximately $135,500 (79.0%) as the Company participated in only one gross
(.17 net) unsuccessful exploratory well in the 1998 period as compared to two
gross (.45 net) such wells in the 1997 period. In addition, the total cost
attributable to the Company's interest in the 1998 dry hole was substantially
less than the cost of its interests in the 1997 dry holes. Depletion and
depreciation expense declined approximately $86,300 (39.2%) and production taxes
fell approximately $18,300 (46.8%) in the 1998 period due to the absence of any
such expense and taxes from the Company's Limestone County, Texas gas property
sold effective as of the start of the period and lower oil and gas revenues
received from the remainder of the Company's properties. The higher lease
operating expense and ad valorem taxes in the 1998 period were mainly associated
with the Company's Madison County, Texas oil property.
The expenses of the Company's coal and gravel operations increased
approximately $5,500 in the three months ended May 31, 1998 primarily due to
higher engineering expense associated with reclamation of a portion of the land
in the coal permit area. Real estate development expense increased approximately
$19,700 in the 1998 period. Heavy equipment repair expense comprised
approximately $12,700 of the total increase, but most other categories of such
expense also increased due to the higher level of activity in the 1998 period on
the golf course the Company is building on approximately 170 acres of the 2,020
acres of land owned by it in La Plata County, Colorado.
General and administrative expense increased approximately $13,300 in the
1998 period primarily due to a difference in the timing of the payment of
approximately $12,200 in fees for renewing letters of credit supporting land
reclamation bonds required for the Company's coal and gravel permits in
Colorado. Higher computer and miscellaneous expenses in the 1998 period were
offset by lower independent petroleum engineering firm and tax accounting
expenses.
The Company received approximately $2,990,400 in proceeds from the sale of
its Limestone County, Texas gas property. The approximate $1,504,100 gain
realized on such sale, which is included in other income (expense) in the
Company's Condensed Statements of Operations, was the reason for the increase in
net income and the Company's profitability in the three months ended May 31,
1998 as the Company incurred an approximate $139,300 loss from operations during
such period. Interest and dividend income declined approximately $9,200 (18.1%)
6
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in the 1998 period due to the lower level of funds the Company had invested
compared to the 1997 period. The effect of the decline in such income was
partially offset by the absence of any interest expense for the Company in the
1998 period. The Company incurred $3,607 of such expense in the 1997 period.
Other income (expense), net declined approximately $97,700 in the 1998 period
due to an approximate $106,800 writedown of the carrying value of the Company's
investment in an equity security, which was made following a further decline in
the fair value of the security from February 28, 1998.
The Company's provision for income taxes increased approximately $351,700
in the 1998 period due to the higher level of pre-tax income resulting from the
sale of the Limestone County, Texas property.
The Company's weighted average shares outstanding declined approximately
13.0% during the three months ended May 31, 1998 as a result of share purchases
made by the Company from June 1, 1997 through May 31, 1998. Purchases during
that time frame totaled 149,800 shares, 20,000 of which were made from
affiliates. The balance of the shares purchased by the Company was from
unaffiliated shareholders.
FINANCIAL CONDITION AND LIQUIDITY
During the first quarter of fiscal 1999, the Company's investing activities
and financing activities (solely purchases of the Company's common stock) used
approximately $673,800 and $102,700 in funds, respectively. The Company's
operating activities provided approximately $55,400 in funds, resulting in a net
decrease in cash and cash equivalents at the end of the period of approximately
$721,100. Principal investing activities using funds during the quarter were
additions to the Company's oil and gas properties and real estate held for
development. At May 31, 1998, the Company had no indebtedness and held
investment securities aggregating approximately $1,583,300.
The Company expects to fund its contemplated operations during the
remainder of fiscal 1999 from a combination of the cash flow from its oil and
gas properties and sales or maturities of a portion of its investment securities
available for sale or margin account borrowings against their value.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
On June 25, 1998, the Company's Board of Directors
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elected Sandra Pautsky as the President of the Company to replace her father,
Noel Pautsky, who died unexpectedly on May 26, 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - Financial Data Schedule for the three months ended
May 31, 1998 filed as Exhibit 27.
(b) Reports on Form 8-K - No reports on Form 8-K were filed by the
Company during the three months ended May 31, 1998.
8
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OAKRIDGE ENERGY, INC.
(Registrant)
DATE: July 20, 1998 By /s/ Sandra Pautsky
----------------------------
Sandra Pautsky, President
and Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
(2) - Plan of acquisition, reorganization, arrangement, liquidation or
succession - not applicable.
(3) - (i) Articles of Incorporation - not applicable.
(ii) Bylaws - not applicable.
(4) - Instruments defining the rights of security holders, including
indentures - not applicable.
(10) - Material contracts - not applicable.
(11) - Statement re computation of per share earnings - not applicable.
(15) - Letter on unaudited interim financial information - not applicable.
(18) - Letter on change in accounting principles - not applicable.
(19) - Reports furnished to security holders - not applicable.
(22) - Published report regarding matters submitted to vote - not
applicable.
(23) - Consents of experts and counsel - not applicable.
(24) - Power of Attorney - not applicable.
(27) - Financial Data Schedule - filed herewith.
(99) - Additional exhibits - not applicable.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF OAKRIDGE ENERGY, INC. AS OF AND FOR THE PERIOD ENDED MAY
31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> MAY-31-1998
<CASH> 155,936
<SECURITIES> 1,358,009
<RECEIVABLES> 3,300,958
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,008,629
<PP&E> 18,537,581
<DEPRECIATION> 12,458,179
<TOTAL-ASSETS> 12,529,710
<CURRENT-LIABILITIES> 840,775
<BONDS> 0
0
0
<COMMON> 406,312
<OTHER-SE> 10,733,089
<TOTAL-LIABILITY-AND-EQUITY> 12,529,710
<SALES> 433,836
<TOTAL-REVENUES> 433,836
<CGS> 431,161
<TOTAL-COSTS> 573,181
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,308,332
<INCOME-TAX> 437,885
<INCOME-CONTINUING> 870,447
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 870,447
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
