<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1998 Commission File Number 0-9669
CALCASIEU REAL ESTATE AND 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 70601
Lake Charles, Louisiana (Zip Code)
(Address of principal executive offices)
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,
1,978,752 shares outstanding at February 26, 1999.
Documents Incorporated by Reference
Document Part of Form 10K
-------- ----------------
Definitive Proxy Statement Parts I and III
<PAGE>
PART 1
Item 1. BUSINESS
The registrant, Calcasieu Real Estate and 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 therefore 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 12,170 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, 5,701 represents a 1/6th interest in 34,189 acres, of which
1,426 net acres were purchased in 1998. The Company paid $607,500 for these
1,426 acres and acquired all minerals thereto. 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.
On October 29, 1997, Calcasieu Real Estate and Oil Co., Inc. purchased
3,496 acres of agricultural land in Cameron Parish, Louisiana, from Amoco
Production for $1,663,000. No minerals were included in the purchase.
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, 1992, 1997, and 1998 has
created "Agricultural Properties" and "Timber Properties" as additional industry
segments because revenues from these
1
<PAGE>
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 24 sets forth information on the business segments.
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 1998, sales to Riceland Petroleum Company
accounted for 10% of revenues, sales to Mitchell Energy accounted for 34% of
revenues and sales to Neuman Production accounted for 34% of revenues.
Y2K
The Company does not utilize computers for accounting purposes. Computers
used for analysis purposes are Y2K compliant. Outside vendors are advising the
Company as to their Y2K compliance programs.
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, and in
1998 the Company acquired an additional 4.17% interest in the same acreage. 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
2
<PAGE>
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 1/6th 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.
On October 29, 1997, Calcasieu Real Estate and Oil Co., Inc. purchased
3,496 acres of land in Cameron Parish, Louisiana, from Amoco Production Company
for $1,663,000.
The table below shows, for the years ended December 31, 1998, December 31,
1997, and December 31, 1996, net gas produced in thousands of cubic feet (MCF)
and net oil (including 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.
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
12/31/96 12/31/97 12/31/98
<S> <C> <C> <C>
Net gas produced (MCF) 60,056 107,403 169,595
Average gas sales price (Per MCF)(1) $ 2.81 $ 2.85 $ 2.31
Net Oil Produced (Bbl) 4,915 4,956 8,196
Average Oil Sales price (Per Bbl)(1) $ 20.16 $ 19.60 $ 13.28
Average sales price of oil and gas $ 3.32 $ 2.87 $ 2.47
per MCF equivalent (1)(2)
Average production cost of oil and
gas per MCF equivalent (2)
Royalty Interests .18 .14 .11
Working Interests 1.69 2.90 3.06
</TABLE>
(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 co-defendant in a lawsuit filed by owners of eighty acres,
which the defendants owned the minerals. The landowners are asserting that the
mineral interest proscribed. Company's counsel has advised that he cannot offer
an opinion on the outcome awaiting review of the facts. The defendants intend
to defend the suit vigorously.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders during the fourth
quarter.
3
<PAGE>
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
As of February 26, 1999, the common stock of Calcasieu Real Estate and Oil
Co., Inc. was owned by 725 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.
In the year ended December 31, 1998, 128,800 shares were traded with a
high of 4-3/8 and a low of 2-3/4. The last trade during this period was on
December 4, 1998, for 700 shares at a price of 2-3/4. Below is the trading
range.
<TABLE>
<CAPTION>
Volume High Low
<S> <C> <C> <C>
01/01/98 - 03/31/98 37,900 4-3/8 3 1/2
04/01/98 - 06/30/98 26,400 4 3
07/01/98 - 09/30/98 50,000 3 1/2 2-3/4
10/01/98 - 12/31/98 14,500 3-1/8 2-3/4
</TABLE>
Dividends were paid per share on Common Stock as follows by record date: March
22, 1996, $.02; July 5, 1996, $.02; September 27, 1996, $.02; December 22, 1996,
$.03; March 28, 1997, $.03; June 27, 1997, $.03; September 26, 1997, $.03;
December 30, 1997, $.03, March 27, 1998, $.03; June 26, 1998, $.03; September
30, 1998, $.03. The Company has suspended dividends until the money borrowed
for the land purchase in 1998 is repaid. There are no restrictions on the
paying of dividends.
Item 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Ended Ended Ended Ended Ended
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
<S> <C> <C> <C> <C> <C>
Revenues $ 378,982 $ 812,137 $ 672,294 $ 967,632 $ 897,027
Income before income 120,775 518,093 1,244,583 776,445 585,182
taxes and cumulative
effect of a change in
accounting principle
Earnings per common .05 .17 .40 .26 .20
share before cumulative
effect of a change in
accounting principle (1)
Earnings per common .05 .17 .40 .26 .20
share (1) after
cumulative effect of a
change in accounting
principle (1)
Total assets $2,587,082 $3,018,542 $3,445,721 $4,307,077 $4,759,327
Cash Dividends declared .04 .06 .09 .12 .09
per common stock
</TABLE>
4
<PAGE>
(1) Earnings per common share presented are based on the weighted average
outstanding shares of about 1,995,000 in 1998, 1,997,000 in 1997, 1,997,000
in 1996, 1,998,000 in 1995, and 2,007,000 in 1994.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Income after taxes was down 21% in 1998 from 1997. This was caused by
several factors. First, the Company had a decrease in revenues of 7% in 1998
from 1997. Timber sales decreased 64% from 1997. During 1998, gas production
increased 58% while the average sale price decreased 19%. Oil production
increased 65% and the average sales price decreased 32%. Income from mineral
leases and lease bonuses decreased 87%. The total net income before taxes for
all operations from the property purchased in 1990 was up from $154,338 to
$334,552 or an increase of 117%. The decrease in income from operations was
primarily due to a decrease in timber activities.
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. DISAGREEMENTS 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 by reference.
Executive officer of Registrant as of February, 1999, are as follows:
<TABLE>
<CAPTION>
Name Age Position with Registrant
---- --- ------------------------
<S> <C> <C>
Arthur Hollins, III 68 President & Director
William D. Blake 66 Vice President, Treasurer and Director
Charles D. Viccellio 65 Vice President, Secretary and Director
</TABLE>
5
<PAGE>
The occupations of such excessive officers during the last five years and other
principal affiliations are:
<TABLE>
<CAPTION>
Name
----
<S> <C>
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 from 1968 to 1998; President of Bank One,
Southwest Louisiana, since 1998, 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 Bank One, Southwest
Louisiana; 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.
</TABLE>
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
<PAGE>
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 AND OIL CO., INC.
/s/ ARTHUR HOLLINS, III
BY: _________________________________________
Arthur Hollins, III, President
Dated March 12, 1999
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 and Oil Co., Inc. and on the date indicated:
<TABLE>
<S> <C>
Arthur Hollins, III President
- ----------------------------------------- (Chief Executive Officer and Director)
William D. Blake Vice President & Treasurer
- ----------------------------------------- (Principal Financial Officer and Director)
Charles D. Viccellio Vice President & Secretary, (Director)
- -----------------------------------------
Henry C. Alexander Director
- -----------------------------------------
Troy A. Freund Director
- -----------------------------------------
Laura A. Leach Director
- -----------------------------------------
Frank O. Pruitt Director
- -----------------------------------------
B. James Reaves, III Director
- -----------------------------------------
Mary W. Savoy Director
- -----------------------------------------
</TABLE>
Dated: March 12, 1999
7
<PAGE>
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 changes in stockholders' equity 12
Statements of cash flows 13-14
Notes to financial statements 15-30
SUPPLEMENTARY INFORMATION
Property, plant and equipment 31
Accumulated depreciation, depletion and amortization 32
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
<PAGE>
[MCELROY, QUIRK & BURCH LETTERHEAD APPEARS HERE]
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, 1998 and 1997, and the related statements of
income, changes in stockholders' equity, and cash flows for the years ended
December 31, 1998, 1997 and 1996. 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 Two-Thirds 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 $1,781,597 and $1,128,744 as of December
31, 1998 and 1997, respectively, and total revenues of $443,421 and $263,618 for
the years then ended. Those 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-owners' Undivided Two-Thirds 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, 1998 and 1997, and the results of its operations and its cash flows
for the years ended December 31, 1998, 1997 and 1996, 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 31
and 32 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.
/s/ McElroy, Quirk & Burch
Lake Charles, Louisiana
March 5, 1999
9
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
BALANCE SHEETS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
--------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 113,177 $ 221,910
Accounts receivable 151,666 68,039
Inventory-harvested crops 11,976 13,617
Prepaid income taxes 71,882 -
Prepaid expense and other 773 1,762
--------- ---------
Total current assets 349,474 305,328
--------- ---------
SECURITIES AVAILABLE-FOR-SALE 62,597 263,224
--------- ---------
PROPERTY AND EQUIPMENT (less accumulated depreciation,
depletion and amortization of $434,257 in 1998 and
$456,847 in 1997) 97,115 11,760
Timber (less accumulated depletion of $213,423 in 1998
and $201,023 in 1997) 589,663 374,762
Land 3,660,478 3,352,003
--------- ---------
4,347,256 3,738,525
--------- ---------
$ 4,759,327 $ 4,307,077
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 158,840 $ 53,461
Trade payables and accrued expenses 7,710 22,791
Dividends payable - 59,918
Income taxes payable:
Current - 22,817
Deferred, net 12,573 14,628
--------- ---------
Total current liabilities 179,123 173,615
--------- ---------
LONG-TERM DEBT, less current maturities 1,028,224 746,539
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, no par value; 3,000,000 shares authorized;
2,100,000 shares issued 72,256 72,256
Retained earnings 3,669,193 3,445,006
Accumulated other comprehensive income 3,884 7,364
--------- ---------
3,745,333 3,524,626
Less cost of treasury stock (1998 121,248 and
1997 102,748 shares) 193,353 137,703
--------- ---------
3,551,980 3,386,923
--------- ---------
$ 4,759,327 $ 4,307,077
========= =========
</TABLE>
See Notes to Financial Statements.
10
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF INCOME
Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
-------- -------- --------
Revenues $ 897,027 $ 967,632 $ 672,294
-------- -------- --------
Costs and expenses:
Oil and gas production 50,511 59,503 33,028
Agricultural 10,935 12,419 36,547
Timber 17,324 18,062 11,538
Depreciation, depletion and amortization 16,817 14,359 12,325
-------- -------- --------
95,587 104,343 93,438
-------- -------- --------
Income from operations 801,440 863,289 578,856
-------- -------- --------
Other income (expense):
Interest income 17,022 68,177 29,054
Dividends on stock 1,799 530 26,407
Realized gain on sale of investments in
available-for-sale securities 13,172 19,356 751,417
General and administrative (180,381) (161,735 (138,926)
Interest expense (67,870) (13,172) (2,225)
-------- -------- --------
(216,258) (86,844) 665,727
-------- -------- --------
Income before income taxes 585,182 776,445 1,244,583
-------- -------- --------
Federal and state income taxes:
Current 180,987 259,817 441,154
Deferred (benefit) 264 3,710 (1,661)
-------- -------- --------
181,251 263,527 439,493
-------- -------- --------
Net income (per common share):
1998 $.20; 1997 $.26; 1996
$.40 $ 403,931 $ 512,918 $ 805,090
======== ======== ========
See Notes to Financial Statements.
11
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Accumulated
Other Capital
Comprehensive Retained Comprehensive Stock Treasury
Income Earnings Income Issued Stock
------------- ----------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1996 $ - $ 2,539,367 $ 141,057 $ 72,256 $ 137,643
Comprehensive income:
Net income 805,090 805,090 - - -
Other comprehensive income:
Unrealized gains on securities
available for sale:
Unrealized holding gains
occurring during period net
of taxes of $211,154 316,731 - - - -
Less reclassification
adjustment for gains included
in net income, net of taxes
of $300,567 (450,850) - - - -
-----------
Other comprehensive income, net
of tax (134,119) - (134,119) - -
-----------
Total comprehensive income $ 670,971
===========
Dividends (179,754) - - -
---------- --------- --------- --------
Balance, December 31, 1996 3,164,703 6,938 72,256 137,643
Comprehensive income:
Net income $ 512,918 512,918 - - -
Other comprehensive income:
Unrealized gains on securities
available for sale:
Unrealized holding gains
occurring during period net
of taxes of $8,026 12,040 - - - -
Less reclassification
adjustment for gains included
in net income, net of taxes
of $7,742 (11,614) - - - -
-----------
Other comprehensive income, net
of tax 426 - 426 - -
-----------
Total comprehensive income $ 513,344
===========
(continued on next page)
</TABLE>
12
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Accumulated
Other Capital
Comprehensive Retained Comprehensive Stock Treasury
Income Earnings Income Issued Stock
------------ ----------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Purchase of treasury stock - - - 60
Dividends (232,615) - - -
---------- -------- -------- --------
Balance, December 31, 1997 3,445,006 7,364 72,256 137,703
Comprehensive income:
Net income $ 403,931 403,931 - - -
Other comprehensive income:
Unrealized gains on securities
available for sale:
Unrealized holding gains
occurring during period net
of taxes of $2,949 4,423 - - - -
Less reclassification
adjustment for gains included
in net income, net of taxes
of $5,269 (7,903) - - - -
----------
Other comprehensive income, net
of tax (3,480) - (3,480) - -
----------
Total comprehensive income $ 400,451
==========
Purchase of treasury stock - - - 55,650
Dividends (179,744) - - -
---------- -------- -------- --------
Balance, December 31, 1998 $ 3,669,193 $ 3,884 $ 72,256 $ 193,353
========== ======== ======== ========
</TABLE>
See Notes to Financial Statements.
13
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 403,931 $ 512,918 $ 805,090
Noncash (income) expenses included in
net income:
Depreciation, depletion and amortization 16,817 14,359 12,325
Realized (gains) on sale of available-for-sale securities (13,172) (19,356) (751,417)
Change in assets and liabilities:
(Increase) decrease in trade accounts and other receivables (83,627) 5,516 (12,721)
(Increase) decrease in inventory 1,641 (10,767) 7,692
(Increase) decrease in prepaid expenses 989 8,396 (9,001)
(Increase) in prepaid income taxes (71,882) - -
Increase (decrease) in trade payables (15,082) 14,945 (2,812)
Increase (decrease) in other liabilities (82,470) (238,996) 121,295
--------- --------- ---------
Net cash provided by operating activities 157,145 287,015 170,451
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from rights of way - 7,826 400
Available-for-sale securities:
Maturities - 500,000 197,623
Purchases - (250,951) (997,107)
Sales 208,000 529,077 928,098
Purchase of land, property and equipment (625,548) (1,731,845) (2,320)
--------- --------- ---------
Net cash provided by (used in) investing activities (417,548) (945,893) 126,694
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 450,000 900,000 -
Principal payments on long-term borrowing (62,936) (100,000) (93,108)
Dividends paid (179,744) (232,615) (179,754)
Payments to acquire treasury stock (55,650) (60) -
--------- --------- ---------
Net cash provided by (used in) financing activities 151,670 567,325 (272,862)
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents (108,733) (91,553) 24,283
Cash and cash equivalents:
Beginning 221,910 313,463 289,180
--------- --------- ---------
Ending $ 113,177 $ 221,910 $ 313,463
========= ========= =========
(continued on next page)
</TABLE>
14
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998, 1997 and 1996
(Continued)
<TABLE>
<CAPTION>
1998 1997 1996
--------- -------- --------
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash payments for:
Interest $ 66,573 $ 12,255 $ 7,408
Income taxes 275,686 498,069 338,171
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Net change in unrealized and realized
gains on available-for-sale securities (3,480) 426 (134,119)
</TABLE>
See Notes to Financial Statements.
15
<PAGE>
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 November, 1998, the
Company purchased an additional 4.2% interest in this land, bringing
its total interest to 16.7%.
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.
In October, 1997, the Company purchased approximately 3,496 acres of
agricultural property.
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.
16
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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.
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:
The Company complies 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.
17
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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.
Successful efforts accounting method:
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.
18
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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.
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.
Comprehensive income:
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". This
statement establishes standards for reporting and displaying
comprehensive income and its components in the financial statements.
Total comprehensive income and the components of accumulated other
comprehensive income are presented in the Statements of Changes in
Stockholders' Equity. Prior periods have been reclassified to conform
to the requirements of SFAS 130. SFAS 130 had no impact on the
Company's net income or stockholders' equity.
Reclassifications:
Certain prior year balances have been reclassified in order to conform
to current year presentation.
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,
1998 and 1997 follow:
19
<PAGE>
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
--------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Available-for-sale securities:
December 31, 1998:
Equity securities $ 56,123 $ 6,474 $ - $ 62,597
Municipal securities - - - -
U.S. government securities - - - -
--------- ---------- --------- ----------
$ 56,123 $ 6,474 $ - $ 62,597
========= ========== ========= ==========
Available-for-sale securities:
December 31, 1997:
Equity securities $ 56,123 $ 718 $ - $ 56,841
Municipal securities 194,828 11,555 - 206,383
U.S. government securities - - - -
--------- ---------- --------- ----------
$ 250,951 $ 12,273 $ - $ 263,224
========= ========== ========= ==========
</TABLE>
Gross realized gains and gross realized losses on sales of available-for-
sale securities were:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Gross realized gains:
U.S. government and agency securities $ - $ 7,956
Municipal securities 13,172 -
Equity securities - 11,400
-------- --------
$ 13,172 $ 19,356
======== ========
Gross realized losses:
U.S. government and agency securities $ - $ -
Municipal securities - -
Equity securities - -
-------- --------
$ - $ -
======== ========
</TABLE>
Note 3. Oil and Gas Properties
Results of operations for oil and gas producing activities at December
31, 1998, 1997 and 1996 is as follows:
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Gross revenues:
Royalty interests $ 563,033 $ 353,862 $ 245,368
Working interests 19,115 39,894 59,587
-------- -------- ---------
582,148 393,756 304,955
Less:
Production costs 50,511 59,503 33,028
Exploration expenses - - -
Depreciation, depletion and
amortization 580 1,515 2,827
-------- -------- ---------
Results before income tax
expenses 531,057 332,738 269,100
Income tax expenses 164,487 112,932 95,026
-------- -------- ---------
Results of operations from
producing activities
(excluding corporate
overhead) $ 366,570 $ 219,806 $ 174,074
======== ======== =========
</TABLE>
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, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Acquisition costs-working and
royalty interests $ - $ - $ -
======== ======== =========
Exploration costs $ - $ - $ -
======== ======== =========
Development costs $ 3,741 $ 862 $ 591
======== ======== =========
</TABLE>
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.
21
<PAGE>
NOTES TO FINANCIAL STATEMENTS
The wells remain in production at December 31, 1998, 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 1998,
1997 and 1996.
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.
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, 1998 and 1997:
1998 1997
------- -------
Deferred tax assets $ 918 $ 1,293
Valuation allowance - -
Deferred tax liabilities (10,902) (11,013)
Deferred tax liabilities on unrealized
appreciation on securities available
for sale (2,589) (4,908)
-------- -------
Net deferred tax liability $(12,573) $ (14,628)
======== =========
A reconciliation between income taxes, computed by applying statutory tax
rates to income before income taxes and income taxes provided at December
31, 1998, 1997 and 1996 is as follows:
1998 1997 1996
-------- -------- --------
Tax at statutory rates $ 198,962 $ 263,991 $ 423,159
Tax effect of the following:
Statutory depletion (27,084) (18,384) (12,923)
Dividend exclusion (428) (126) (6,285)
State income tax 13,126 21,226 38,316
Investment tax credit - (1,000) -
Other (3,325) (2,180) (2,774)
------- ------- -------
$ 181,251 $ 263,527 $ 439,493
======= ======= =======
22
<PAGE>
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
Company was entitled to an investment tax credit related to reforestation
expenditures totaling $1,000 for the year ended December 31, 1997. The
effect of these timing differences at December 31, 1998 and 1997 is as
follows:
1998 1997
-------- --------
Conversion of tax return from cash
to accrual basis for financial
reporting $ (9,926) $ (9,570)
Excess of depreciation and depletion
expensed for tax purposes (under)
amount expensed for financial
statement purposes (59) (150)
Unrealized gain on marketable securities (2,588) (4,908)
------- -------
$ (12,573) $ (14,628)
======= =======
Note 5. Long-Term Debt
Following is a summary of long-term debt at December 31, 1998 and 1997:
1998 1997
-------- --------
Note payable to bank, due in equal monthly
installments of $9,863, including interest
at 8.25% with a final payment estimated at
$492,062 plus accrued interest due on
December 26,2002. Secured by real estate. $ 745,888 $ 800,000
Note payable to bank, due in equal monthly
installments of $10,956, including interest
at 7.75%. Secured by real estate. 441,176 -
--------- --------
1,187,064 800,000
Less current maturities of long-term debt 158,840 53,461
--------- --------
$1,028,224 $ 746,539
========= ========
23
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Scheduled payments on this note in each of the next five years are as
follows:
1999 $ 158,840
2000 171,816
2001 186,198
2002 670,210
2003 -
----------
$ 1,187,064
==========
Note 6. Company Operations
Effective January 1, 1998, the Company adopted the Financial Accounting
Standards Board Statement No. 131, "Disclosures About Segments of an
Enterprise and Related Information". This statement replaces Statement
No. 14, "Financial Reporting for Segments of a Business Enterprise",
and establishes new standards for defining the Company's segments and
disclosing information about them. It requires that the segments be
based on the internal reporting of the Company's operations.
The Company's operations are classified into three principal operating
segments which are all located in the United States: oil and gas
properties, agricultural properties, and timber properties. The
Company's reportable business segments are strategic business units
that offer income from different products. They are managed separately
due to the unique aspects of each area.
Following is a summary of segmented information for 1998, 1997 and
1996:
1998 1997 1996
-------- -------- --------
REVENUES
Oil and gas properties $ 672,497 $ 691,934 $ 453,862
Agricultural properties 127,832 82,329 67,437
Timber properties 64,178 179,543 114,741
All other segments 32,520 13,826 36,254
-------- -------- --------
$ 897,027 $ 967,632 $ 672,294
======== ======== ========
24
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1998 1997 1996
--------- --------- ----------
COSTS AND EXPENSES
Oil and gas properties $ 51,091 $ 61,018 $ 35,855
Agricultural properties 13,509 14,699 36,547
Timber properties 29,723 27,764 20,445
All other segments 1,264 862 591
---------- ---------- ----------
$ 95,587 $ 104,343 $ 93,438
========== ========== ==========
INCOME FROM OPERATIONS
Oil and gas properties $ 621,406 $ 630,916 $ 418,007
Agricultural properties 114,323 67,630 30,890
Timber properties 34,455 151,779 94,296
All other segments 31,256 12,964 35,663
---------- ---------- ----------
801,440 863,289 578,856
OTHER INCOME (EXPENSE) (216,258) (86,844) 665,727
---------- ---------- ----------
INCOME BEFORE INCOME TAXES $ 585,182 $ 776,445 $1,244,583
========== ========== ==========
IDENTIFIABLE ASSETS
Oil and gas properties $ 694,203 $ 546,971 $ 554,068
Agricultural properties 2,531,025 2,303,368 621,391
Timber properties 891,510 969,842 929,811
All other segments 85,685 - -
---------- ---------- -----------
4,202,423 3,820,181 2,105,270
GENERAL AND CORPORATE ASSETS 556,904 486,896 1,334,745
---------- ---------- ----------
TOTAL ASSETS $4,759,327 $4,307,077 $3,445,721
========== ========== ==========
CAPITAL EXPENDITURES
Oil and gas properties $ 96,320 $ - $ 1,502
Agricultural properties 222,789 1,678,281 -
Timber properties 220,754 40,101 -
All other segments 85,685 - -
---------- ---------- ----------
$ 625,548 $1,718,382 $ 1,502
========== ========== ==========
25
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1998 1997 1996
------- ------- --------
DEPRECIATION, DEPLETION AND
AMORTIZATION
Oil and gas properties $ 580 $ 1,515 $ 2,827
Agricultural properties 2,574 2,280 -
Timber properties 12,399 9,702 8,907
All other segments 1,264 862 591
-------- ------- --------
$ 16,817 $ 14,359 $ 12,325
======== ======= ========
There are no intersegment sales reported in the accompanying income
statements. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies. The
Company evaluates performance based on profit or loss from operations
before income taxes excluding nonrecurring gains and losses on
securities held available for sale. 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,
1998, 1997 and 1996 from oil and gas revenues:
<TABLE>
<CAPTION>
Sales to Purchaser as a
Percentage of Total Revenues
------------------------------------
Purchaser 1998 1997 1996
--------- ---- ---- ----
<S> <C> <C> <C>
Riceland Petroleum Company 10% 35% 29%
Coastal 1% 12% 15%
Woodlawn 6% 12% 23%
Mitchell Energy 34% - -
Neumin Production 34% - -
</TABLE>
Note 7. Related Party Transactions
The President of the Company is Chairman of the Board of Bank One,
Southwest Louisiana (the Bank). At December 31, 1998 and 1997, the
Company had $46,841 and $187,071, respectively, deposited in money-
market and noninterest bearing checking accounts with the Bank. At
December 31, 1998 and 1997, the Company also had notes payable to the
Bank, described at Note 5 in the amount of $1,187,064 and $800,000,
respectively.
26
<PAGE>
NOTES TO FINANCIAL STATEMENTS
During 1998 and 1997, some board members entered into leases with the
Company for water fowl hunting on property acquired during the 1997.
Lease income from these leases amounted to $4,800 for the years ended
December 31, 1998 and 1997.
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 10. In 1998, the Company
purchased an additional interest in this property.
Note 8. Supplementary Income Statement Information
Taxes other than income taxes of $65,154, $44,126 and $51,829, were
charged to expense during 1998, 1997 and 1996, respectively.
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
=========
In November, 1998, the Company purchased its proportionate interest in
the lands and minerals described above from a 25% owner. The additional
4.2% interest purchased (approximately 1,429 acres), brings its total
interest to 16.7%. The purchase price was $607,458 and was allocated
based on the relative fair market value of the assets acquired as
follows:
27
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Land:
Agricultural $ 222,789
Other 85,685
Timber 220,754
Oil and gas properties 78,230
---------
$ 607,458
=========
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 of a corporation that also
purchased a 12.5% undivided interest in the same acreage at the same
time and at the same price. The aforementioned corporation also
purchased the additional percentage in November, 1998 for the same
price.
The Vice President of this Company is manager of a limited liability
company that also purchased a 12.5% undivided interest in the same
acreage at the same time and at the same price. The aforementioned
corporation also purchased the additional percentage in November, 1998
for the same price.
In February, 1992, the Company purchased 952 acres of timberland
located in Calcasieu and Beauregard Parishes for $475,000. The down
payment 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. This note was paid in full in April, 1996. The seller retained
a 50% mineral interest in the property.
In October, 1997, the Company purchased approximately 3,496 acres of
agricultural properties located in Cameron Parish for $1,663,000 plus
related expenses. The down payment of $813,000 was paid at the closing
date from proceeds of the sale of securities and cash reserves. The
remaining $850,000 was financed with a mortgage note payable described
in Note 5.
Note 10. 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.
28
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Note 11. Operating Leases
The Company leases agricultural land to a third party under an
agreement that expires September 30, 2002. The annual lease rental is
$40,000. The lease requires payment of normal maintenance and
insurance. The lease also requires the lessee to construct specific
improvements to the property at an expenditure of at least $60,000 as
additional consideration. In the event the lessee fails to spend
$60,000 on the above improvements prior to September 30, 2002, the
amounts unspent will be due and payable to the Company on September 30,
2002.
Total future minimum rental income under operating leases as of
December 31, 1998 for the next five years is as follows:
Years Ending December 31,
-------------------------
1999 $ 40,000
2000 40,000
2001 40,000
2002 40,000
2003 -
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. 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.
29
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Long-term debt:
The fair value of the Company's long-term debt is estimated based on
the current rates offered to the Company for debt of the same
remaining maturities.
The estimated fair value of the Company's financial instruments at
December 31, 1998 and 1997 are as follows. Amounts are presented in
thousands.
<TABLE>
<CAPTION>
1998 1997
-------------------------- --------------------------
Carrying Fair Carrying Fair
Financial Assets Value Value Value Value
--------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 113 $ 113 $ 222 $ 222
Securities available for sale 63 63 263 263
Long-term debt (1,187) (1,187) (800) (800)
--------- -------- --------- ---------
$ (1,011) $ (1,011) $ (315) $ (315)
========= ======== ========= =========
</TABLE>
Note 14. Commitments and Contingencies
The Company is a co-defendant in a lawsuit filed by previous owners of
property that is now partially owned by the Company. In this suit, the
Plaintiffs assert that the sale of a strip of property in 1914 created
two servitudes, one of which, the co-defendants claim ownership,
expired by liberative prescription in 1940. Outside counsel for the
Company has advised that at this stage in the proceedings he cannot
offer an opinion as to the probable outcome. The Company has indicated
that it will defend the suit vigorously.
The Board of Directors of the Company have agreed to suspend the
payment of dividends to shareholders in an effort to accelerate the
repayment of the note payable related to the 1998 acquisition discussed
in Note 9.
30
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Balance, Adjustments Balance,
Beginning and End of
1998 of Period Additions Retirements Period
---- ---------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Oil and gas properties-proved $ 377,666 $ 80,521 $ 13,951 $ 444,236
Other property:
Buildings and equipment 90,941 9,251 13,056 87,136
Timber 575,785 227,301 - 803,086
Land 3,352,003 308,475 - 3,660,478
---------- --------- --------- ---------
$ 4,396,395 $ 625,548 $ 27,007 $4,994,936
========== ========= ========= =========
1997
----
Oil and gas properties-proved $ 377,732 $ - $ 66 $ 377,666
Other property:
Buildings and equipment 90,959 3,831 3,849 90,941
Timber 545,792 29,993 - 575,785
Land 1,661,742 1,698,021 7,760 3,352,003
---------- --------- --------- ---------
$ 2,676,225 $1,731,845 $ 11,675 $4,396,395
========== ========= ========= =========
1996
----
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
========== ========= ========= =========
</TABLE>
31
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Balance, Adjustments Balance,
Beginning and End of
1998 of Period Additions Retirements Period
---- ---------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Oil and gas properties-proved $ 376,141 $ 580 $ 13,951 $ 362,770
Other property:
Buildings and equipment 80,706 3,837 13,056 71,487
Timber 201,023 12,400 - 213,423
---------- --------- --------- ---------
$ 657,870 $ 16,817 $ 27,007 $ 647,680
========== ========= ========= =========
1997
----
Oil and gas properties-proved $ 374,626 $ 1,515 $ - $ 376,141
Other property:
Buildings and equipment 81,413 3,142 3,849 80,706
Timber 191,321 9,702 - 201,023
---------- --------- --------- ---------
$ 647,360 $ 14,359 $ 3,849 $ 657,870
========== ========= ========= =========
1996
----
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
========== ========= ========= =========
</TABLE>
32
