CALCASIEU REAL ESTATE & OIL CO INC
10-K, 2000-03-15
CRUDE PETROLEUM & NATURAL GAS
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<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, 1999       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
               Lake Charles, Louisiana                 70601
        (Address of principal executive offices)     (Zip Code)

      Registrant's telephone number, including area code:  (337) 494-4256

          Securities registered pursuant to Section 12(b) of the Act:

            Title of each Class          Name of each exchange
                                          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,
1,974,352 shares outstanding at February 29, 2000.

                      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 to hold real estate and
royalty interests located in Southwest Louisiana.

         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, which
is managed by Walker Louisiana Properties, a joint venture consisting of the
land owners. The Company also owns a 40% interest in 1,577 of these acres. Of
the Walker Louisiana acreage, the Company does not own minerals on 3,247 gross
or 541 net acres.

         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. There is no
production on this acreage.

         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.

                                       1
<PAGE>

Industry Segments

         The purchase of additional real estate in 1990, 1992, 1997, and 1999
has created "Agricultural Properties" and "Timber Properties" as additional
industry segments because revenues from these properties exceed 10% of total
revenues. The Company also receives mineral rentals and royalties from some of
these properties. Note 7 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 two customers, the sales to which equal or exceed 10%
of the Company's total revenues. In 1999, sales to Neumin Production accounted
for 78% of revenues and sales to Mitchell Energy accounted for 12% of revenues.

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
1999 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 property
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. The
company participates in oil and gas production in Southeast Lunita Field, Lake
Arthur Field, Edgerly Field, Welsh Field and North Indian Village Field. Most of
the oil and gas income in 1999 came from the company's

                                       2
<PAGE>

50% ownership in 443 acres that are located in the North Indian Village Field,
Calcasieu Parish, developed and operated by Neumin Production Company. 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, 1999, December
31, 1998, and December 31, 1997, 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>
<S>                                      <C>                  <C>                  <C>
                                             Year Ended           Year Ended           Year Ended
                                                   12/31/97             12/31/98             12/31/99
Net gas produced (MCF)                              107,403              169,595              364,883

Average gas sales price (Per MCF)(1)              $    2.85            $    2.31            $    2.28

Net Oil Produced (Bbl)                                4,956                8,196               32,987

Average Oil Sales price (Per Bbl)(1)              $   19.60            $   13.28            $   16.58

Average sales price of oil and gas                $    2.87            $    2.47            $    3.63
 per MCF equivalent (1)(2)

Average production cost of oil and
 gas per MCF equivalent (2)
     Royalty Interests                                  .14                  .11                  .13

     Working Interests                                 2.90                 3.06                 1.48

(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.
</TABLE>

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 prescribed. 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 29, 2000, the common stock of Calcasieu Real Estate and
Oil Co., Inc. was owned by 724 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, 1999, 103,500 shares were traded with a
high of 4 1/2 and a low of 2 3/4. The last trade during this period was on
December 14, 1999, for 8,000 shares at a price of 4 1/2. Below is the trading
range.

<TABLE>
<CAPTION>
                                  Volume                      High                       Low
<S>                      <C>                        <C>                        <C>
01/01/99 - 03/31/99                        15,400                          4                      2 3/4
04/01/99 - 06/30/99                        58,800                          4                      2 3/4
07/01/99 - 09/30/99                         6,800                          4                          3
10/01/99 - 12/31/99                        22,500                      4 1/2                          3
</TABLE>

Dividends were paid per share on Common Stock as follows by record date: 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;
September 30, 1999, $.03; December 28, 1999, $.05. There are no restrictions on
the paying of dividends.

ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<S>                         <C>             <C>             <C>             <C>             <C>
                                Ended           Ended           Ended           Ended           Ended
                                 12/31/95        12/31/96        12/31/97        12/31/98        12/31/99

Revenues                       $  812,137      $  672,294      $  967,632      $  897,027      $2,646,491

Income before income              518,093       1,244,583         776,445         585,182       2,279,814
 taxes

Earnings per common                   .17             .40             .26             .20             .78
 share (1)

Total assets                   $3,018,542      $3,445,721      $4,307,077      $4,759,327      $5,212,540

Cash Dividends declared               .06             .09             .12             .09             .08
 per common stock
</TABLE>
(1) Earnings per common share presented are based on the weighted average
    outstanding shares of about 1,979,000 in 1999, 1,995,000 in 1998, 1,997,000
    in 1997, 1,997,000 in 1996, and 1,998,000 in 1995.

                                       4
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Income after taxes was up 283% in 1999 from 1998. This was caused by
several factors. First, the Company had an increase in revenues of 195% in 1999
from 1998. During 1999, gas production increased 115% while the average sale
price decreased 1%. Oil production increased 302% and the average sales price
increased 25%. Income from mineral leases and lease bonuses increased 9%. The
total net income before taxes for all operations from the property purchased in
1990 was up from $334,552 to $463,155 or an increase of 38%.

         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, 2000, are as follows:
<TABLE>
<CAPTION>
             NAME                      Age                     Position with Registrant
- ------------------------------   ---------------   -------------------------------------------------
<S>                              <C>               <C>
Arthur Hollins, III                           69   President & Director
William D. Blake                              67   Vice President, Treasurer and Director
Charles D. Viccellio                          66   Vice President, Secretary and Director
</TABLE>

                                       5
<PAGE>

The occupations of such executive 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 1999; President of Bank One,
                                 Southwest Louisiana, from 1998 to April, 1999.

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 Lacassane Co., Inc. and
                                 Howell Industries, Inc.; Director of 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.


                         BY:  /s/ Arthur Hollins, III
                            ----------------------------------
                               Arthur Hollins, III, President
Dated March 13, 2000

         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>
<CAPTION>
<S>                                       <C>

/s/ Arthur Hollins, III                       President
- -------------------------------------------   (Chief Executive Officer and Director)
Arthur Hollins, III

/s/ William D. Blake                          Vice President & Treasurer
- -------------------------------------------   (Principal Financial Officer and Director)
William D. Blake

/s/ Charles D. Viccellio                      Vice President & Secretary, (Director)
- -------------------------------------------
Charles D. Viccellio

/s/ Henry C. Alexander                        Director
- -------------------------------------------
Henry C. Alexander

/s/ Troy A. Freund                            Director
- -------------------------------------------
Troy A. Freund

/s/ Laura A. Leach                            Director
- -------------------------------------------
Laura A. Leach

/s/ Frank O. Pruitt                           Director
- -------------------------------------------
Frank O. Pruitt

/s/ B. James Reaves, III                      Director
- -------------------------------------------
B. James Reaves, III

/s/ Mary W. Savoy                             Director
- -------------------------------------------
Mary W. Savoy
</TABLE>

Dated:  March 13, 2000

                                       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                12-13
 Statements of cash flows                                     14-15
 Notes to financial statements                                16-30

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>

                         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, 1999 and 1998, and the related statements of
income, changes in stockholders' equity, and cash flows for the years ended
December 31, 1999, 1998 and 1997. 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 as of and for the year ending December 31, 1998, 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 as of December 31, 1998, and total revenues of $443,421 for the year
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, 1999 and 1998, and the results of its operations and its cash flows
for the years ended December 31, 1999, 1998 and 1997, 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.



Lake Charles, Louisiana
March 1, 2000

                                       9
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.
<TABLE>
<CAPTION>

                                BALANCE SHEETS

                          December 31, 1999 and 1998

    ASSETS                                                          1999         1998
                                                                -----------   ----------
<S>                                                             <C>           <C>
CURRENT ASSETS
  Cash and cash equivalents                                     $   471,821   $  113,177
  Accounts receivable                                               452,955      151,666
  Inventory-harvested crops                                          10,281       11,976
  Prepaid income taxes                                                    -       71,882
  Prepaid expense and other                                             674          773
                                                                -----------   ----------
     Total current assets                                           935,731      349,474
                                                                -----------   ----------
SECURITIES AVAILABLE-FOR-SALE                                        76,267       62,597
                                                                -----------   ----------
PROPERTY AND EQUIPMENT (less accumulated depreciation,
  depletion and amortization of $450,507 in 1999 and
  $434,257 in 1998)                                                  98,563       97,115
  Timber (less accumulated depletion of $228,876 in 1999
   and $213,423 in 1998)                                            486,188      589,663
  Land                                                            3,615,791    3,660,478
                                                                -----------   ----------
                                                                  4,200,542    4,347,256
                                                                -----------   ----------
                                                                $ 5,212,540   $4,759,327
                                                                ===========   ==========

 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Current maturities of long-term debt                          $         -   $  158,840
  Trade payables and accrued expenses                                11,144        7,710
  Dividends payable                                                  98,938            -
  Income taxes payable:
   Current                                                          151,282            -
   Deferred, net                                                     20,173       12,573
                                                                -----------   ----------
     Total current liabilities                                      281,537      179,123
                                                                -----------   ----------
LONG-TERM DEBT, less current maturities                                   -    1,028,224
                                                                -----------   ----------
STOCKHOLDERS' EQUITY
  Common stock, no par value; 3,000,000 shares authorized;
   2,100,000 shares issued                                           72,256       72,256
  Retained earnings                                               5,059,618    3,669,193
  Accumulated other comprehensive income                             12,086        3,884
                                                                -----------   ----------
                                                                  5,143,960    3,745,333
  Less cost of treasury stock (1999 125,648 and
   1998 121,248 shares)                                             212,957      193,353
                                                                -----------   ----------
                                                                  4,931,003    3,551,980
                                                                -----------   ----------
                                                                 $5,212,540   $4,759,327
                                                                ===========   ==========
</TABLE>
See Notes to Financial Statements.

                                       10
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.

                             STATEMENTS OF INCOME
                 Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                   1999          1998         1997
                                                ----------    ---------    ---------
<S>                                            <C>            <C>          <C>

Revenues                                        $2,646,491    $ 897,027    $ 967,632
                                                ----------    ---------    ---------
Costs and expenses:
 Oil and gas production                             84,605       50,511       59,503
 Agricultural                                       12,886       10,935       12,419
 Timber                                             45,651       17,324       18,062
 Depreciation, depletion and amortization           20,484       16,817       14,359
                                                   163,626       95,587      104,343
                                                ----------    ---------    ---------
         Income from operations                  2,482,865      801,440      863,289
                                                ----------    ---------    ---------
Other income (expense):
 Interest income                                    22,508       17,022       68,177
 Dividends on stock                                  2,159        1,799          530
 Realized gain on sale of investments in
   available-for-sale securities                         -       13,172       19,356
 Gain on sale of assets                             31,536            -            -
 General and administrative                       (207,962)    (180,381)    (161,735)
 Interest expense                                  (51,292)     (67,870)     (13,172)
                                                ----------    ---------    ---------
                                                  (203,051)     (216,258)    (86,844)
                                                ----------    ---------    ---------
        Income before income taxes               2,279,814      585,182      776,445
                                                ----------    ---------    ---------
Federal and state income taxes:
 Current                                           732,622      180,987      259,817
 Deferred                                            2,132          264        3,710
                                                ----------    ---------    ---------
                                                   734,754      181,251      263,527
                                                ----------    ---------    ---------
        Net income (per common share):
          1999 $.78; 1998 $.20; 1997
          $.26                                  $1,545,060    $ 403,931    $ 512,918
                                                ==========    =========    =========
</TABLE>
See Notes to Financial Statements.

                                       11
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                                                          Accumulated
                                                                            Other           Capital
                                       Comprehensive     Retained       Comprehensive       Stock     Treasury
                                           Income        Earnings           Income          Issued      Stock
                                       -------------     ---------      -------------      --------   ---------
<S>                                    <C>              <C>              <C>               <C>        <C>
Balance, January 1, 1997                  $        -     $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
                                          ==========

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
                                          ==========
</TABLE>
                           (continued on next page)

                                       12
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 Years Ended December 31, 1999, 1998 and 1997
<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                                     -               -             -          55,650
Dividends                                               (179,744)              -             -               -
                                                      ----------      ----------     ---------       ---------
Balance, December 31, 1998                             3,669,193           3,884        72,256         193,353

Comprehensive income:
 Net income                              $1,545,060    1,545,060               -             -               -

Other comprehensive income:
 Unrealized gains on securities
   available for sale:
   Unrealized holding gains
     occurring during period net
     of taxes of $5,468                       8,202            -               -             -               -
                                        -----------
 Other comprehensive income, net
   of tax                                     8,202            -           8,202             -               -
                                        -----------
 Total comprehensive income              $1,553,262
                                        ===========
Purchase of treasury stock                                     -               -             -          19,604
Dividends                                               (158,300)              -             -               -
Refund of prior year unclaimed
 dividends and other                                       3,665               -             -               -
                                                      ----------      ----------     ---------       ---------
Balance, December 31, 1999                            $5,059,619      $   12,086     $  72,256       $ 212,957
                                                      ==========      ==========     =========       =========

</TABLE>
See Notes to Financial Statements.

                                       13
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.

                           STATEMENTS OF CASH FLOWS
                 Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                                           1999          1998          1997
                                                        -----------    ---------     ----------
<S>                                                     <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                             $ 1,545,060    $ 403,931     $  512,918
 Noncash (income) expenses included in net income:
   Depreciation, depletion and amortization                  20,484       16,817         14,359
   Realized (gains) on sale of available-for-sale
     securities                                                   -      (13,172)       (19,356)
   Gain on sale of assets                                   (31,536)           -              -
   Loss on asset retirement                                     926            -              -
   Change in assets and liabilities:
     (Increase) decrease in trade accounts and
       other receivables                                   (301,289)     (83,627)         5,516
     (Increase) decrease in inventory                         1,695        1,641        (10,767)
     (Increase) decrease in prepaid income taxes             71,882      (71,882)             -
     Decrease in prepaid expenses                                99          989          8,396
     Increase (decrease) in trade payables                    3,434      (15,082)        14,945
     Increase (decrease) in other liabilities               252,353      (82,470)      (238,996)
                                                        -----------    ---------     ----------
        Net cash provided by operating activities         1,563,108      157,145        287,015
                                                        -----------    ---------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from rights of way                                 43,846            -          7,826
 Proceeds from sale of timber                               123,142            -              -
 Available-for-sale securities:
   Maturities                                                     -            -        500,000
   Purchases                                                      -            -       (250,951)
   Sales                                                          -      208,000        529,077
 Purchase of land, property and equipment                   (10,149)    (625,548)    (1,731,845)
                                                        -----------    ---------     ----------
        Net cash provided by (used in) investing
          activities                                        156,839     (417,548)      (945,893)

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from long-term borrowings                               -      450,000        900,000
 Principal payments on long-term borrowing               (1,187,064)     (62,936)      (100,000)
 Dividends paid, net of refunds                            (154,635)    (179,744)      (232,615)
 Payments to acquire treasury stock                         (19,604)     (55,650)           (60)
                                                        -----------    ---------     ----------
        Net cash provided by (used in) financing
          activities                                     (1,361,303)     151,670        567,325
                                                        -----------    ---------     ----------
        Net increase (decrease) in cash and
          cash equivalents                                  358,644     (108,733)       (91,553)

Cash and cash equivalents:
 Beginning                                                  113,177      221,910        313,463
                                                        -----------    ---------     ----------
 Ending                                                 $   471,821    $ 113,177     $  221,910
                                                        ===========    =========     ==========
</TABLE>
                                                        (continued on next page)

                                       14
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.

                           STATEMENTS OF CASH FLOWS
                 Years Ended December 31, 1999, 1998 and 1997
                                  (Continued)


                                             1999       1998       1997
                                           --------   --------   --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION
 Cash payments for:
   Interest                                $ 53,506   $ 66,573   $ 12,255
   Income taxes                             509,458    275,686    498,069

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES
 Net change in unrealized and realized
   gains on available-for-sale securities     8,202     (3,480)       426



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,
        1999 and 1998 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, 1999:
 Equity securities                  $  56,123    $  20,144     $       -     $  76,267
 Municipal securities                       -            -             -             -
 U.S. government securities                 -            -             -             -
                                     ---------   ---------     ----------    ----------
                                    $  56,123    $  20,144     $       -     $  76,267
                                    =========    =========     ==========    ==========

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
                                    =========    =========     ==========    ==========

Gross realized gains and gross realized losses on sales of available-for-
sale securities were:

                                                                  1999          1998
                                                               ----------    ----------
Gross realized gains:
 U.S. government and agency securities                         $       -     $       -
 Municipal securities                                                  -        13,172
 Equity securities                                                     -             -
                                                               ----------    ----------
                                                               $       -     $  13,172
                                                               ==========    ==========

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, 1999, 1998 and 1997 is as follows:

                                       20
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS



                                               1999         1998        1997
                                             ----------    --------    --------
         Gross revenues:
           Royalty interests                 $2,017,723    $563,033    $353,862
           Working interests                     24,095      19,115      39,894
                                              2,041,818     582,148     393,756
         Less:
           Production costs                      84,605      50,511      59,503
           Exploration expenses                       -           -           -
           Depreciation, depletion and
            amortization                            318         580       1,515
                                             ----------    --------    --------
            Results before income tax
              expenses                        1,956,895     531,057     332,738

         Income tax expenses                    630,682     164,487     112,932
                                             ----------    --------    --------
            Results of operations from
              producing activities
              (excluding corporate
              overhead)                      $1,326,213    $366,570    $219,806
                                             ==========    ========    ========

       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, 1999, 1998 and 1997 are as follows:

                                                1999         1998       1997
                                              ---------    ---------   --------
           Acquisition costs-working and
            royalty interests                 $       -     $       -  $      -
                                              =========     =========  ========


           Exploration costs                  $      -      $       -  $      -
                                              ========      =========  ========


           Development costs                  $    932      $  3,741   $    862
                                              ========      ========   ========

       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, 1999, 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 1999,
         1998 and 1997.

         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, 1999 and 1998:

                                                        1999         1998
                                                      --------     ---------
         Deferred tax assets                          $  3,203     $     918
         Valuation allowance                                 -             -
         Deferred tax liabilities                      (15,318)      (10,902)
         Deferred tax liabilities on unrealized
           appreciation on securities available
           for sale                                     (8,058)       (2,589)
                                                      --------     ---------
            Net deferred tax liability                $(20,173)    $ (12,573)
                                                      ========     =========


       A reconciliation between income taxes, computed by applying statutory tax
       rates to income before income taxes and income taxes provided at December
       31, 1999, 1998 and 1997 is as follows:

                                              1999          1998         1997
                                            ---------     --------     --------
         Tax at statutory rates             $ 775,137     $198,962     $263,991

         Tax effect of the following:
           Statutory depletion                (99,490)     (27,084)     (18,384)
           Dividend exclusion                    (514)        (428)        (126)
           State income tax                    61,094       13,126       21,226
           Investment tax credit                 (167)           -       (1,000)
           Other                               (1,306)      (3,325)      (2,180)
                                            ---------     --------     --------
                                            $ 734,754     $181,251     $263,527
                                            =========     ========     ========


                                       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 $167 for the year ended December 31, 1999.  The
       effect of these timing differences at December 31, 1999 and 1998 is as
       follows:

                                                          1999       1998
                                                       ---------   ---------
         Conversion of tax return from cash
           to accrual basis for financial
           reporting                                   $ (14,344)  $  (9,926)

         Excess of depreciation and depletion
           expensed for tax purposes (under)
           amount eyxpensed for financial
           statement purposes                              2,229         (59)

         Unrealized gain on marketable securities         (8,058)     (2,588)
                                                       ---------   ---------
                                                       $ (20,173)  $ (12,573)
                                                       =========   ==========

Note 5.  Long-Term Debt


       Following is a summary of long-term debt at December 31, 1999 and 1998:

                                                          1999       1998
                                                       ---------   ---------
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

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
Less current maturities of long-term debt                      -      158,840
                                                       ---------   ----------
                                                       $       -   $1,028,224
                                                       =========   ==========


                                       23
<PAGE>

                                  NOTES TO FINANCIAL STATEMENTS



Note 6.  Line of Credit

       As of December 31, 1999, the Company had available an unsecured line of
       credit in the amount of $750,000.  The balance on this line of credit was
       $-0- at December 31, 1999.


Note 7.  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 1999, 1998 and 1997:

                                           1999          1998        1997
                                        ----------    ---------    ---------
        REVENUES
         Oil and gas properties       $ 2,102,773     $ 672,497    $ 691,934
         Agricultural properties          197,719       127,832       82,329
         Timber properties                308,411        64,178      179,543
         All other segments                37,588        32,520       13,826
                                      -----------     ---------    ---------
                                      $ 2,646,491     $ 897,027    $ 967,632
                                      ===========     =========    =========

        COSTS AND EXPENSES
         Oil and gas properties       $    84,923     $  51,091    $  61,018
         Agricultural properties           16,667        13,509       14,699
         Timber properties                 61,104        29,723       27,764
         All other segments                   932         1,264          862
                                      -----------     ---------    ---------
                                      $   163,626     $  95,587    $ 104,343
                                      ===========     =========    =========

                                       24
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

                                      1999           1998           1997
                                   ----------     ----------     ----------
INCOME FROM OPERATIONS
 Oil and gas properties            $2,017,850     $  621,406     $  630,916
 Agricultural properties              181,052        114,323         67,630
 Timber properties                    247,307         34,455        151,779
 All other segments                    36,656         31,256         12,964
                                   ----------     ----------     ----------
                                    2,482,865        801,440        863,289

OTHER INCOME (EXPENSE)               (203,051)      (216,258)       (86,844)
                                   ----------     ----------     ----------
INCOME BEFORE INCOME TAXES         $2,279,814     $  585,182     $  776,445
                                   ==========     ==========     ==========

IDENTIFIABLE ASSETS
 Oil and gas properties            $  980,179     $  694,203     $  546,971
 Agricultural properties            2,530,002      2,531,025      2,303,368
 Timber properties                  1,067,912        891,510        969,842
 All other segments                    85,685         85,685              -
                                   ----------     ----------     ----------
                                    4,663,778      4,202,423      3,820,181

GENERAL AND CORPORATE ASSETS          548,762        556,904        486,896

TOTAL ASSETS                       $5,212,540     $4,759,327     $4,307,077
                                   ==========     ==========     ==========


CAPITAL EXPENDITURES
 Oil and gas properties            $    2,947     $   96,320     $        -
 Agricultural properties                    -        222,789      1,678,281
 Timber properties                      3,453        220,754         40,101
 All other segments                     3,749         85,685              -
                                   ----------     ----------     ----------
                                   $   10,149     $  625,548     $1,718,382
                                   ==========     ==========     ==========

DEPRECIATION, DEPLETION AND
 AMORTIZATION
 Oil and gas properties            $      318     $      580     $    1,515
 Agricultural properties                3,781          2,574          2,280
 Timber properties                     15,453         12,399          9,702
 All other segments                       932          1,264            862
                                   ----------     ----------     ----------
                                   $   20,484     $   16,817     $   14,359
                                   ==========     ==========     ==========


                                       25
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS



       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, 1999,
       1998 and 1997 from oil and gas revenues:

                                         Sales to Purchaser as a
                                       Percentage of Total Revenues
                                       ----------------------------
             Purchaser                    1999     1998      1997
             ---------                 --------  -------   --------

         Riceland Petroleum Company       2%       10%       35%
         Coastal                          -         1%       12%
         Woodlawn                         2%        6%       12%
         Mitchell Energy                 12%       34%        -
         Neumin Production               78%       34%        -


Note 8.  Related Party Transactions

       As of April 1, 1999, the President of the Company is serving as Chairman
       of the advisory board of Bank One, Southwest Louisiana (the Bank).
       Formerly, he was the President of the Bank.  At December 31, 1999 and
       1998, the Company had $395,657 and $46,841, respectively, deposited in
       money-market and noninterest bearing checking accounts with the Bank.  At
       December 31, 1999 and 1998, the Company also had notes payable to the
       Bank, described at Note 5 in the amount of $-0- and $1,187,064,
       respectively.

       During 1999 and 1998, some board members entered into leases with the
       Company for water fowl hunting on property acquired during the 1998.
       Lease income from these leases amounted to $4,800 for each of the years
       ended December 31, 1999 and 1998.

                                       26
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS


       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 11.  In 1998, the Company purchased an
       additional interest in this property.

Note 9.  Supplementary Income Statement Information

       Taxes other than income taxes of $117,129, $65,154 and $44,126, were
       charged to expense during 1999, 1998 and 1997, respectively.


Note 10.  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:

           Land:
            Agricultural                $ 222,789
            Other                          85,685
           Timber                         220,754
           Oil and gas properties          78,230
                                        ---------
                                        $ 607,458
                                        =========

                                       27
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS



       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, 1997.  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.  This note was paid in full during 1999.


Note 11.  Management Agreement

       During 1990, the Company purchased an undivided interest in numerous
       parcels of land and other properties as described at Note 10.  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 12.  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, 1999 for the next five years is as follows:

            Years Ending December 31,
            -------------------------
                      2000                      $  40,000
                      2001                         40,000
                      2002                         40,000
                      2003                             -
                      2004                             -


Note 13.  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 14.  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, 1999 and 1998 are as follows.  Amounts are presented in
       thousands.

                                                   1999              1998
                                           ---------------   ------------------
                                           Carrying   Fair   Carrying    Fair
             Financial Assets                Value   Value     Value    Value
                                            -------  -----   --------  --------
           Cash and cash equivalents        $  472   $ 472   $    113  $    113
           Securities available for sale        76      76         63        63
           Long-term debt                        -       -     (1,187)   (1,187)
                                            ------   -----   --------  --------
                                            $  548   $ 548   $ (1,011) $ (1,011)
                                            ======   =====   ========  ========

Note 15.  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.  The Company has indicated that it
       will defend the suit vigorously, and it is anticipated that a motion for
       summary judgment in favor of the defendants will be filed in the near
       future.

                                       30
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.

                         PROPERTY, PLANT AND EQUIPMENT
                 Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                    Balance,                  Adjustments      Balance,
                                   Beginning                      and           End of
        1999                       of Period      Additions    Retirements      Period
        ----                      ----------     -----------   -----------    -----------
<S>                                <C>          <C>           <C>            <C>
Oil and gas properties-proved     $  444,236     $     2,947    $ (11,002)    $   458,185

Other property:
 Buildings and equipment              87,136           3,749            -          90,885
 Timber                              803,086           3,453       91,475         715,064
 Land                              3,660,478               -       44,687       3,615,791
                                  ----------     -----------    ---------     -----------
                                  $4,994,936     $    10,149    $ 125,160     $ 4,879,925
                                  ==========     ===========    =========    ============
        1998
        ----
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
                                  ==========     ===========    =========     ===========
</TABLE>

                                       31
<PAGE>

                     CALCASIEU REAL ESTATE & OIL CO., INC.

             ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
                 Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                    Balance,                  Adjustments      Balance,
                                   Beginning                      and           End of
        1999                       of Period    Additions     Retirements      Period
        ----                      ----------    ----------    -----------     ---------
<S>                              <C>           <C>           <C>            <C>
Oil and gas properties-proved     $  362,770    $  3,050      $ (11,219)     $ 377,039
Other property:
 Buildings and equipment              71,487       1,981              -         73,468
 Timber                              213,423      15,453              -        228,876
                                  ----------    --------      ---------      ---------
                                  $  647,680    $ 20,484      $ (11,219)     $ 679,383
                                  ==========    ========      =========      =========
        1998
        ----
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
                                  ==========    ========      =========      =========

</TABLE>

                                       32

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM
*DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
   * audited financial statements
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                         471,821
<SECURITIES>                                         0
<RECEIVABLES>                                  452,955
<ALLOWANCES>                                         0
<INVENTORY>                                     10,281
<CURRENT-ASSETS>                               935,731
<PP&E>                                       4,879,925
<DEPRECIATION>                                 679,383
<TOTAL-ASSETS>                               5,212,540
<CURRENT-LIABILITIES>                          281,537
<BONDS>                                              0
                           72,256
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,858,747
<TOTAL-LIABILITY-AND-EQUITY>                 5,212,540
<SALES>                                              0
<TOTAL-REVENUES>                             2,646,491
<CGS>                                                0
<TOTAL-COSTS>                                  163,626
<OTHER-EXPENSES>                               207,962
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              51,292
<INCOME-PRETAX>                              2,279,814
<INCOME-TAX>                                   734,754
<INCOME-CONTINUING>                          1,545,060
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,545,060
<EPS-BASIC>                                        .78
<EPS-DILUTED>                                      .78


</TABLE>


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