FORM 10-Q - amended
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File No. 0-8301
GOLDEN TRIANGLE ROYALTY & OIL, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Colorado 25-1302097
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification #)
8504 Sonoma Valley N.E.
Albuquerque, NM 87122
(Address of Principal Executive Offices)
Registrant's Telephone Number Including Area Code: (505) 856-5075
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 filed such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
3,832,931 Shares, Common Stock, $.001 Par Value
Number of shares outstanding of each of the issuer's classes
of common stock, as of November 6, 1995
<PAGE>
PART I. -- FINANCIAL INFORMATION
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Golden Triangle Royalty & Oil, Inc.
Cisco, Texas
We have reviewed the accompanying balance sheet of Golden Triangle
Royalty & Oil, Inc. and consolidated subsidiaries as of September 30, 1995,
and the related consolidated statements of operations for the three and nine
month periods ended September 30, 1995 and 1994 and cash flows for the nine
months ended September 30, 1995 and 1994. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994, and the
related consolidated statements of operations, retained earnings and cash
flows for the year then ended (not presented herein); and in our report
dated March 21, 1995, we expressed an unqualified opinion on those. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1994 is fairly stated in all material
respects in relation to the consolidated balance sheet from which it has been
derived.
ROBERT EARLY & COMPANY (Signature)
Robert Early & Company, P.C.
Abilene, Texas
November 11, 1995
<PAGE>
<TABLE>
BALANCE SHEET
The following table sets for the balances sheets for the periods
indicated.
<CAPTION>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
CONSOLIDATED BALANCE SHEETS
September 30 December 31
1995 1994
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 33,427 $ 236,235
Accounts receivable-trade 748,693 600,505
Accounts receivable-other 73,231 150,629
Accounts receivable-related parties 62,874 -
Marketable securities at lower
of cost or market 5,003 10,644
Prepaid expenses 50,000 50,000
Total Current Assets 973,228 1,048,013
PROPERTY AND EQUIPMENT
Land 535,956 118,958
Oil and gas properties (full
cost method) 2,774,002 2,791,836
Production equipment 1,740,667 863,197
Well leasehold and water rights 215,000 200,000
Furniture and equipment 47,519 210,534
Equipment under capital lease - 20,082
Accumulated depreciation, depletion
and amortization (954,929) (929,381)
Net Property and Equipment 4,358,215 3,275,226
OTHER ASSETS
Cash - restricted 3,140 5,156
Investment in subsidiary 85,021 84,262
Prepaid expenses 12,500 50,000
Deferred tax assets 379,637 491,118
Other 19,280 30,890
Total Other Assets 499,578 661,426
TOTAL ASSETS $ 5,831,021 $ 4,984,665
<PAGE>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 54,849 $ 26,734
Accrued payroll, taxes and other 10,560 15,281
Amounts due to related parties - 16,997
Accrued income taxes 39,243 21,400
Deferred income taxes - current 56,808 22,247
Capital lease liability-current - 7,413
Total Current Liabilities 161,460 110,072
Capital lease liability (net of
current portion) - 5,791
Deferred income taxes - non-current 10,563 7,075
SHAREHOLDERS' EQUITY
Common stock, $.001 par value
(100,000,000 shares authorized;
3,832,931 outstanding) 3,833 3,833
Additional paid-in capital 7,102,180 6,923,200
Stock subscribed (90,600 shares) 91 -
Accumulated deficit (1,417,377) (2,065,306)
Treasury stock (14,098) (29,729) -
Total Shareholders' Equity 5,658,998 4,861,727
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 5,831,021 $ 4,984,665
</TABLE>
<PAGE>
<TABLE>
RESULTS OF OPERATIONS
The following table sets forth the results of operations for the
periods indicated in detail.
<CAPTION>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Periods ended September 30, 1995 and 1994
(Unaudited)
Three Months Nine Months
1995 1994 1995 1994
<S> <C> <C> <C> <C>
OPERATING REVENUES
Oil and gas production $ 49,491 $ 62,482 $ 165,416 $ 171,399
Disposal & service fees 430,270 513,346 1,260,838 1,483,959
Rental income 267,689 - 540,522 -
Miscellaneous 268 625 1,091 2,566
Total Operating Revenues 747,718 576,453 1,967,867 1,657,924
COST OF REVENUES
Australian marketing costs 11,957 25,069 53,145 49,674
Production expenses and taxes 1,446 2,036 4,593 7,709
Contract services 27,911 65,000 61,167 204,416
Direct materials and supplies 39,048 102,647 122,292 273,682
Lease costs 16,071 6,183 50,400 49,642
Utilities 5,843 8,102 32,989 29,578
Total Costs of Revenues 102,276 209,037 324,586 614,701
GROSS PROFIT 645,442 367,416 1,643,281 1,043,223
OPERATING EXPENSES
Depreciation, depletion and
amortization 72,497 42,173 180,467 126,657
Ranch operations 3,151 - 53,339 -
Personnel costs 69,116 130,523 210,572 192,711
Management fees - 97,469 - 318,819
Advertising/public relations 27,810 77,301 119,078 237,822
Repairs and maintenance 14,818 11,508 77,787 25,067
Professional fees 11,159 10,378 52,057 46,670
Rent 4,300 4,732 20,950 14,100
Taxes 7,858 5,829 25,211 19,107
Other expenses 19,479 17,392 82,098 78,570
Total Operating Expenses 230,188 397,305 821,559 1,059,523
INCOME/(LOSS) FROM OPERATIONS 415,254 (29,889) 821,722 (16,300)
OTHER INCOME/(EXPENSES)
Interest and dividend income 50 699 327 3,023
Equity in subsidiary's (loss) (1,159) - (9,368) -
Interest expense (4,555) (82) (14,378) (82)
Transfer fees 9,155 3,610 15,905 13,395
Unrealized gains/(losses) on
marketable securities (1,437) 14,209 (5,438) 1,257
Gain/(loss) on sale of assets 43,390 (14,883) 43,390 (31,014)
INCOME/(LOSS) BEFORE INCOME
TAXES 460,698 (26,336) 852,160 (29,721)
Australian income taxes 3,641 3,784 15,457 11,791
Income taxes-federal & state 61,075 61,064 188,774 61,064
Deferred income taxes - - - -
NET INCOME/(LOSS) $ 395,982 $(91,184) $647,929 $ (102,576)
INCOME/(LOSS) PER SHARE $ 0.10 $ (0.04) $ 0.17 $ (0.05)
Weighted Average Shares
Outstanding 3,832,931 2,061,021 3,832,931 1,899,697
</TABLE>
<PAGE>
<TABLE>
CASH FLOWS
THE FOLLOWING TABLE SETS FORTH THE CASH FLOWS FOR THE PERIOD
INDICATED.
<CAPTION>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $ 647,929 $ (102,576)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 217,965 250,684
Unrealized losses/(gains) on marketable
securities 5,438 (1,257)
Loss/(gain) on sale of assets (43,390) 31,014
Equity in subsidiary's loss 9,368 -
(Increase)/decrease in restricted cash 2,016 12,162
(Increase)/decrease in accounts receivable (70,790) (180,224)
(Increase)/decrease in amounts due related
parties (79,872) (224,816)
(Increase)/decrease in supplies inventory 10,271 547
Increase/(decrease) in accounts payable 23,394 (5,054)
Increase/(decrease) in accrued expenses 167,373 74,923
NET CASH PROVIDED/(USED) BY OPERATING
ACTIVITIES 889,702 (144,597)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (1,095,224) (423,693)
Purchase of securities - (38,262)
Investment in unconsolidated subsidiaries (10,127) -
Purchase of treasury stock (6,725) -
Proceeds from sale of assets 17,770 57,353
NET CASH (USED) BY INVESTING ACTIVITIES (1,094,306) (404,602)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing stock - 339,181
Proceeds from short swing profits 15,000 -
Repayment of capital lease liability (13,204) -
NET CASH PROVIDED/(USED) BY FINANCING
ACTIVITIES 1,796 339,181
NET INCREASE/(DECREASE) IN CASH (202,808) (210,018)
CASH AT BEGINNING OF YEAR 236,235 466,955
CASH AT END OF PERIOD $ 33,427 $ 256,937
Supplemental Disclosures - Non-cash Investing and Financing Transactions
Cash paid for interest $ 14,378 $ 82
Cash paid for income taxes 18,226 19,217
Note receivable taken for sale of land $ 45,000 $ -
Stock issued for non-producing royalties - 200,419
Stock issued for director fees - 50,000
Stock subscribed for salt water disposal
facility 164,071 -
</TABLE>
<PAGE>
GOLDEN TRIANGLE ROYALTY & OIL, INC. AND SUBSIDIARIES
SELECTED INFORMATION
(Unaudited)
September 30, 1995
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with the generally accepted accounting principles for interim
financial information and with instructions to Form 10-01 of Regulation S-X.
They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there has been no material change in the infor-
mation included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994. In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The report of Robert Early & Company, P.C.
commenting on their review accompanies the condensed financial statements
included in Item 1 of Part 1. Operating results for the nine month period
ended September 30, 1995, are not necessarily indicative of the results
that may be expected for the year ending December 31, 1995.
NOTE 2: AMORTIZATION OF EXPENSES
During December 1993 and January 1994 the Company entered into agreements
with Hunter Equities, Inc. and others for marketing, public relations, and
other management services. Under the terms of these agreements, these
services were to be provided over a three year period. Pursuant to the
terms of these agreements, certain expenses were prepaid. This situation
required amortization of the expense over the term of the agreement. Amor-
tization of these expenses (included in "Advertising and public relations")
totaled $37,500 for the nine months.
NOTE 3: PURCHASE OF FIXED ASSETS
During the first six months of 1995, the Company invested $496,000 in tire
shredding equipment. This equipment is located in New Mexico and was
placed in service during May. At the present time, this operation is the
only permitted tire shredding facility in New Mexico. The tire shredding
operation is being operated by Southwest Tire Processors, Inc. (an unrelated
entity) under a leasing arrangement. The Company is to be paid based on 70%
of gross income from specific portions of the facility's operations until
certain milestones are obtained. Upon achievement of specified results, the
Company may trade the equipment for a 12.5% interest in the operation. The
rental income shown is the results of the leasing of this asset.
The Company has also continued in its purchase of interests in ranch land
in New Mexico. Building on an investment of $118,958 at year end, the
Company has invested an additional $226,998 and now owns 100% of this
ranch. In addition, during May 1995, the Company purchased a smaller,
adjoining ranch which brings the total acreage under management (which
includes land with permanent grazing rights) to over 10,000 acres.
<PAGE>
During the third quarter, the Company has expanded its South Texas operations
through the construction of a new salt water disposal facility and a fresh
water sales plant and the acquisition of another salt water disposal facility.
The acquisition was from related parties and was accomplished with 90,600
shares of restricted stock, This acquisition is the last facility owned by
these related parties in the immediate area of the Company's South Texas
operations.
Portions of these investments were financed through interim loans from
stockholders/officers. These loans have been fully repaid before the end
of the third quarter.
During the third quarter, the Company sold most of the office and printing
equipment at its former headquarters in Cisco, Texas to its former president
for cash and the return of 11,323 shares of common stock. Additionally, the
Company sold a small tract of the ranch land in New Mexico.
NOTE 4: REVERSE STOCK SPLIT
At the Company's annual meeting held in July 1995, a measure was adopted
to reverse split the stock 1 for 2.5 shares in an effort to bolster the
stock price. Pursuant to this vote, the number of shares shown as outstanding
at both December 31, 1994 and September 30, 1995 have been presented as though
the reverse split had been effective at those dates. Additionally, the
weighted average shares outstanding and earnings per share information has
been adjusted accordingly.
NOTE 5: TREASURY STOCK
The Company has purchased 2,775 shares of its common stock on the market
during the third quarter and expects to purchase a few additional shares
during the fourth quarter in addition to the 11,323 shares received from
the former president. These shares were acquired to be used in promotional
efforts to broaden interest in the Company's stock.
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL DISCUSSION:
The diversification of GTRO during the last year has proven to be very
beneficial to the Company's earnings. The acquisition of Transcon
Energy in August 1994 was a major landmark in the Company's history as
it set in motion the revenue source to build a solid growth company.
A shift from being a speculative resource company to an earnings driven
company has been the focus of the new 1995 management team. Each
segment of GTRO has established cash flow to continue to provide a
source of funds for new acquisitions. It is important to note that
GTRO does not have any indebtedness on any of its revenue source based
assets. GTRO is essentially debt free.
Developments that occurred in the third quarter included the expansion
of OCR Investments salt water disposal operation, acquisition of the
balance of Jim Wells SWD, Inc. and sale of a forty acre tract of ranch
land for a healthy profit. OCR is a wholly owned subsidiary which
opened up a new salt water disposal facility known as "Chihuahua" which
began taking salt water during the latter part of the third quarter.
This new disposal site will add additional revenues to OCR during the
fourth quarter. Also of importance is the expansion of the Company
through the acquisition of another disposal site known as "County Line"
which is located near the Webb and Zapata county line. The Company has
entered into an agreement to acquire this disposal site for the
issuance of 90,600 shares of restricted stock. The sale price of
County Line is $271,.800. County Line was owned by three of the
Company's directors, Kenneth Owens, Betty Polston, and David Polston.
The effective date of this acquisition was August 1, 1995. The Company
was also able to acquire the balance of Jim Wells SWD, Inc. for 16,000
shares of restricted stock from a unrelated party. These three
acquisitions are expected to add approximately $600,000 per year to the
Company's gross revenues.
The Company has formed a wholly owned subsidiary, Apache Ranch, Inc.
for its land holdings in New Mexico. The Company now owns free and
clear approximately 13,500 acres of deeded and permanent grazing rights
in the Ruidoso area. A forty acre tract was sold for $50,000 in which
the Company had a cost basis of roughly $3,500. The Company plans to
sell four to six additional forty acre tracts without effecting the
overall acreage position.
The first nine months have been very rewarding to the Company with the
fourth quarter forecasted to even surpass the third quarter, which set
a record for the most profits ever earned in the history of the
Company. The Company now meets the financial requirements to move up
to the NASDAQ National Market as it passed the $750,000 earnings before
taxes requirement in earning $852,160 before taxes. Management will
immediately begin preparing an application for this listing. The Company
meets most of the listing requirements and has been invited to meet with
NASDAQ officials to discuss the possibility of GTRO moving up from the
NASDAQ National Market.
<PAGE>
ASSETS:
The assets of the Company increased $846,356 during the first nine
months of this year to $5,831,021 compared to $4,984,665 on December
31, 1994. This increase is principally due to the purchase of tire
shredding equipment and ranch land in New Mexico and acquisitions and
expansion of salt water disposal facilities in South Texas. On June
30, 1995 total assets were $5,364,640 which represents an increase for
the third quarter of $466,381. This increase is due to the acquisition
and expansion of the salt water disposal business as previously
mentioned.
Current assets as of September 30, 1995 were $973,228 representing 17%
of the total assets. Available cash was reduced during the quarter to
$33,427 due to the expansion of OCR by building the Chihuahua disposal
plant, which cost approximately $100,000, and the pay off of the
ranches which totaled more than $210,000. Current assets on June 30
were $812,412 being $160,816 lower than September 30, 1995. The chief
difference was the increase in account receivables ($630,129 vs
$748,693).
The ratio of current assets to current liabilities is an indicator of
the Company's liquidity. The liquidity ratio on September 30, 1994 was
8.87:1, December 31, 1994 was 9.52:1, June 30, 1995 was 3.63:1 compared
to a ratio of 6.02:1 on September 30, 1995. The improvement in the
liquidity ratio is directly related to the decrease in current
liabilities. Current liabilities on September 30, 1994 were $121,085
and June 30, 1995 were $224,062.
Stockholders' equity continues to build for GTRO to $5,658,998 on
September 30, 1995 up $530,324 from June 30, 1995 and an increase of
$1,448,775 over September 30, 1994. These dramatic increases are a
result of the acquisitions made from cash flow and issuance of stock
for income producing assets coupled with reduction in liabilities.
REVENUES:
The financial statements accompanying this report are consolidated with
the Company's subsidiaries for all periods reported.
Total operating revenues were $747,718 for the third quarter of 1995 of
which $267,689 was rental income from the tire shredding operation.
Disposal and service fees were up $28,599 over the previous quarter
($401,671 vs $430,270). Disposal and service fees for the fourth
quarter are expected to continue to build as drilling is increasing in
South Texas along with the gas producers increasing production. Oil
and gas revenues were lower for the quarter ended September 30, 1995 as
crude prices have been softer this quarter which dramatically effects
the net dollars from the Company's Australian holdings. Of particular
importance to the revenues from Australia is the fact that a new well
was completed during the quarter, testing more than 2,700 barrels per
day on ATP 299P under which GTRO holds a 1.43% override. Revenues from
Australia are expected to increase as this well comes on line.
Domestically, the Company has positioned itself with a 5% carried
working interest in a two well drilling program in central Texas.
These wells will be drilled in an established oil field. Revenues from
this venture are expected during the first quarter of 1996.
<PAGE>
As previously mentioned, the Company's salt water disposal operations
have expanded in South Texas which is projected to add $150,000 in
gross revenues per quarter. The Company is continuing to identify
other prime areas in which to add disposal facilities in order to
further build disposal fee revenues. Oil and gas operators in South
Texas have discovered new fields which the Company is reviewing for
potential disposal sites.
Cost of revenues were dramatically reduced for the third quarter in a
row. Streamlining operations and curtailing expenses have been
implemented in all areas to enhance net profits. Cost of revenues for
the quarter ended September 30, 1995 were $106,761 lower than the same
period in 1994 ($209,037 vs $102,276). Nine months cost of revenues
also reported substantial savings ($614,701 vs $324,586). The quarter
ended June 30 had cost of revenues of $116,367.
OPERATING EXPENSES:
Management has been able to further tighten operating expenditures to
approximately 42% of what it was averaging prior to implementing cost
cutting programs. Management's goal is to continue to tighten and
streamline operations to operate on about half of the funds used prior
to implementing the cost cutting programs. The total operating
expenses for the quarter ended September 30, 1995 were $230,188
compared to $331,104 and $397,305 for the quarters ended June 30, 1995
and September 30, 1994, respectively. Principle savings have occurred
in personnel costs, advertising and public relations, and management
fees. The nine month figures also reflect a more cost effective use of
the Company's resources ($1,059,523 vs $821,559) reflecting an overall
reduction of 22%. Because of the aggressive acquisitions made during
the current quarter, as well as over the last year, depreciation,
depletion and amortization has increased.
Income from operations has reached an all time high with the third
quarter reporting $415,254. Income from operations for the second
quarter was $282,803 compared to a loss of $29,889 for the quarter
ended September 30, 1994. The nine months income from operations was
also impressive as the Company reports $821,722 for 1995 compared to a
loss of $16,300 for the same period of 1994.
OTHER INCOME:
Included in this section are the revenues collected from its transfer
agent operations which is beneficial to the Company as it not only
covers the cost of providing these services to our shareholders, but
also provides these services at a more economical rate than third party
services. Transfer fees collected during the current quarter were
$9,155 compared to $2,970 for the previous quarter and $3,610 for the
quarter ended September 30, 1994.
The major item within this section that adds to our income before taxes
is the sale of the forty acre tract that was discussed in the beginning
of this report. The Company reports a $43,390 gain on the sale of
assets which is principally the sale of the forty acres for $50,000.
Now that the Company is essentially debt free, it will incur less
interest costs during subsequent quarters, subject to maintaining this
status. It is the intention of management to continue to operate out
of cash flow and to avoid debt.
<PAGE>
NET INCOME:
Net income before income taxes was $460,690 for this quarter compared
to $276,608 for the previous quarter and a loss of $26,335 for the
quarter ended September 30, 1994. The nine months ended September 30,
1995 reached an impressive $852,160 net income before taxes which
exceeds the financial requirement of $750,000 for listing on the
National Market for NASDAQ.
The Company's net income for the quarter ended September 30, 1995 was
$395,982 representing $.10 per share and for the nine months reported
$647,929 representing $.17 per share. Net income for the quarter ended
June 30, 1995 was $210,338 or $.05 per share.
Management is excited and very optimistic about the fourth quarter and
projects revenues to continue to build throughout the quarter to yield
an exceptional year for the Company.
PART II. -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter ended September
30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
the undersigned thereunto duly authorized.
GOLDEN TRIANGLE ROYALTY & OIL, INC.
(Registrant)
IVAN WEBB
(Signature)
Ivan Webb, Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer and Director
