SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN TRIANGLE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 25-1302097
(State or other jurisdiction of (IRS Employer
incorporation or organization) ID Number)
8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122
(505) 856-5075
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Approximate date of commencement of proposed sale: As soon as practicable
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of sec- maximum offer- maximum aggre- Amount of
urities to be Amount to be ing price gate offering registra-
registered registered per unit price tion fee
Common Stock 1,000,000 (1) (1) $786.25
Par Value $.001 (2)
1. The Registrant will issue the shares to the Company's shareholders
through a Dividend Reinvestment and Stock Purchase Plan. The price of such
Common Shares will be determined on various purchase dates (see "Purchase
Price"). Therefore, the maximum offering price or offering price per unit
cannot be determined.
2. For purposes of determining the registration fee, the fee will be
calculated on the maximum number of Common Shares to be registered
(1,000,000) at the average between the bid ($2.25) and the asked ($2.375)
as of the most current date.
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GOLDEN TRIANGLE INDUSTRIES, INC.
1,000,000 Shares
Common Stock ($.001 Par Value)
Dividend Reinvestment and Stock Purchase Plan
Golden Triangle Industries, Inc. (the "Company" or "GTII") hereby offers
participation in its Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan is designed to provide existing shareholders of record
with a convenient way to purchase additional shares of the Company's Common
Stock and to reinvest all or a portion of any cash dividends paid on the
Common Stock.
Shares of Common Stock will be purchased under the Plan, at the discretion
of the Company, from newly issued shares or from shares purchased in the
open market. The Common Stock is listed on the NASDAQ Market Small Capital
Issues and trades under the NASDAQ symbol "GTII". On June 20, 1996, the
last bid price of GTII shares, as reported by NASDAQ, was $2 1/4 bid per
share.
AN INVESTMENT IN THE SECURITIES BEING OFFERED INVOLVES SIGNIFICANT RISKS.
SEE "RISK FACTORS".
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon
as having been authorized by the Company. This Prospectus does not
constitute an offer to sell securities in any jurisdiction to any person
to whom it is unlawful to make such offer in such jurisdiction. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create an implication that there has been no change in
the affairs of the Company or of the Plan since the date of this Prospectus
or that the information set forth herein is correct as of any time
subsequent to the date hereof or the date of filing of any documents
incorporated by reference herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The principal executive offices of GTII are located at 8504 Sonoma Valley
N.E., Albuquerque, New Mexico 87122, telephone (505) 856-5075.
The date of this Prospectus is June 21, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC
20549, and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661 and at
7 World Trade Center, 13th Floor, New York, New York 10048. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, DC 20549. The Common Shares are traded
on NASDAQ, and such reports and other information concerning the Company
may be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street N.W., Washington, DC 20006.
This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement")
filed by the Company with the Commission under the Securities Act of 1933,
as amended ("Securities Act"). As permitted by the rules and regulations
of the Commission, this Prospectus omits certain information contained in
the Registration Statement, and reference is made to the Registration
Statement for further information with respect to the Company and the
shares of Common Stock registered under the Registration Statement. Any
statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance reference is
made to the copy of such document so filed. Each such statement is
qualified in its entirety by such reference.
Incorporation of Certain Documents by Reference
The following documents which have been filed by the Company with the
Commission are incorporated herein by reference and made a part hereof.
(1) The Company's Form 10-K for the year ended December 31, 1995.
(2) The Company's Form 10-Q for the quarter ended March 31, 1996.
(3) The Company's Form 8-K dated May 9, 1996.
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All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of Common Stock made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated by reference into this Prospectus
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies and supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all documents incorporated by reference
which have been filed with the Commission. Requests for such copies should
be directed to the Company at 8504 Sonoma Valley N.E., Albuquerque, New
Mexico 87122, telephone (505) 856-5075.
INFORMATION ON THE COMPANY
The following information concerning GTII may be obtained by referring to
the Form 10-K for the year ended December 31, 1995 incorporated herein by
reference - Business, Properties, Market Information, Selected Financial
Data, Management's Discussion, Financial Statements, Management,
Compensation, Security Ownership, and Certain Relationships and Related
Transactions.
RISK FACTORS
Market Considerations. GTII has maintained an actively traded market.
However, no assurances can be given that the market for GTII shares will
improve. In addition, since cash contributions must be sent to the Agent
before the actual purchase date or dividend date, the shareholder's
investment may be exposed to changes in market conditions. Neither the
Company nor the Agent can assure a profit or protect against a loss on
shares purchased under the Plan.
No Interest. No interest will be paid on funds held by the Agent pending
investment.
Market Overhang; Shares Eligible for Future Sale. As of June 21, 1996,
there were 3,939,569 GTII shares outstanding, of which approximately
1,813,359 may be deemed "restricted securities". These restricted
securities are either saleable now or will be within the next year under
Rule 144 adopted under the Securities Act of 1933. Significant sales of
these "restricted" shares would likely depress the market price of the
shares in any market which may exist.
No Cash Dividends. GTII has not paid cash dividends in the past. Future
cash dividends will be determined by the Board of Directors.
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Risks Inherent in Oil and Gas Industry. Oil and gas exploration and
development are extremely speculative by nature and involve a high degree
of risk of loss. There are no assurances that the Company will realize
from any particular oil and gas interest the amount of future net revenues
upon which the purchase price of such interest was based. Other risks
inherent to this industry include: market prices of oil and gas;
availability, expense and reliability of geological data; availability of
equipment; availability of and proximity to pipelines and other
transportation facilities; ability to obtain leasehold prospects and
royalty or overriding royalty interests in the same; supply and price of
competitive fuels; import and export quotas; and effects of political,
regulatory, economic or marketing conditions generally.
Risks Inherent in Salt Water Disposal Business. Risks inherent to this
industry include market prices of oil and gas, collection of accounts
receivable, mechanical problems with disposal wells, surface owners not
renewing a lease, or competitors installing new disposal facilities. In
addition, over 50% of Transcon's (wholly owned subsidiary of GTII) revenues
are rendered from a single customer which could represent a risk factor,
although GTII does not foresee the loss of this customer.
Governmental Regulations and Securities Compliance. The Company's business
is subject to intensive regulation by federal, state and local governments
and numerous governmental agencies in both the United States and abroad.
Laws and regulations governing the petroleum industry are very complex,
particularly insofar as they relate to the pricing, marketing and taxation
of oil and gas production and to factors affecting the environment.
Federal securities laws also impose periodic reporting and numerous
requirements upon all publicly traded companies. Securities laws and
regulations are extremely complex and contain numerous technical
requirements.
Dilution
See section entitled "DILUTION".
Authorization of Preferred Stock
The Company's Articles of Incorporation authorize the issuance of up to
1,000,000 shares of Preferred Stock with such rights and preferences as may
be determined by the Board of Directors. Accordingly, the Board may,
without shareholder approval, issue Preferred Stock with dividend,
liquidation, conversion, voting or other rights which could affect the
rights of the holders of the Company's Common Stock. The Company had
issued no Preferred Stock as of the date of this Prospectus.
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Conflicts of Interest
Several of the officers and directors of the Company have invested in the
oil, gas, or salt water disposal business, either directly or through
entities in which they have an interest. Some of these interests could
directly compete with the interests of the Company. Although the Company
is not aware of any present conflicts of interest, such present or future
activities on the part of the officers and directors could directly compete
with interests of the Company. If the Company should enter into future
transactions with its officers, directors or other related parties, the
terms of any such transaction will be as favorable to the Company as those
which could be obtained from an unrelated party in an arm's length
transaction. See Item 13. Certain Relationships and Related Transactions
in the Form 10-K for the year ended December 31, 1995 incorporated herein
by reference.
DESCRIPTION OF THE PLAN
Purpose of the Plan
The primary purpose of the Plan is to provide existing holders of record of
the Company's Common Stock with a convenient and economic method of
investing cash dividends and making cash investments in the Company's
Common Stock without payment of brokerage commissions in connection with
purchases. In addition, purchases of Common Stock directly from the
Company pursuant to the Plan will provide the Company with additional
capital for general corporate purposes.
Administration and Interpretation
The Plan will be administered by Registrar and Transfer Company, or such
successor agent as the Company may designate (the "Agent"). The Agent acts
as agent for the holders who participate in the Plan ("the Participant"),
keeps records of Participant's accounts and performs other duties relating
to the Plan. Shares purchased by each Participant under the Plan will be
held by the Agent on behalf of the Participant. Communications with the
Agent should be directed as follows:
Golden Triangle Industries, Inc.
c/o Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
1-800-368-5948
The Company has the right to establish procedures for administration of the
Plan and to interpret the Plan. Its interpretation will be final,
conclusive and binding.
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Eligibility
To be eligible to participate in the Plan a shareholder must be a
shareholder who has all or a portion of his/her shares of Common Stock
registered in the stock transfer books of GTII (a "Registered Owner"). If
a shareholder has Common Shares registered in "street name" with a broker,
bank, or trustee, (a "Beneficial Owner"), the holder may be able to arrange
for that entity to participate in the Plan. Shareholders should consult
directly with the entity holding their Common Shares to determine if they
can enroll in the Plan. If not, the shareholder should request his or her
bank, broker or trustee to have some or all of the Common Shares registered
in the shareholder's own name in order to participate directly.
Enrollment Procedures
A Registered Owner may enroll in the Plan and become a Participant by
completing and signing the Authorization Card and returning it to the Agent
at the address set forth on the previous page.
A Beneficial Owner must consult his/her broker, bank, or trustee for
instructions on enrolling in the Plan.
Enrollment in the Plan may be at any time. Once enrolled, the Participant
remains enrolled without further action on his/her part until he/she
discontinues participation by withdrawing by written notice or until the
plan is terminated.
Participation as to dividend reinvestments will commence with the next
dividend payment date after the Agent's receipt of the Authorization Card,
provided it is received by the Agent by the record date for such
investment.
Participation as to cash investments will commence with the next investment
date, provided the Authorization Card and the funds to be invested are
received by the Agent by the investment date. Cash investments by check
should be made payable to Registrar and Transfer Company.
Cost to Participate
The charge to each Participant, payable to the Agent, for the services of
the Agent, shall be $2.50 per investment transaction for each Participant's
account.
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Number of Shares Offered
As of the date of this Prospectus, 1,000,000 shares of Common Stock were
registered under the Securities Act for sale by the Company pursuant to the
Plan. Because the Company expects to continue the Plan, it may register
additional shares of Common Stock under the Securities Act if necessary for
purposes of the Plan. To the extent that shares of Common Stock purchased
under the Plan are purchased on the open market, such shares will not be
registered and are not required to be registered under the Securities Act
in connection with the sale of such shares pursuant to the Plan.
Cash Investments
Participants may invest funds in Common Stock through optional cash
investments. Optional cash investments may be made occasionally or at
regular intervals, as the Participant desires. If a Participant has
elected to make optional cash payments, any optional cash payment must not
be less than $25.00 (the "Minimum Investment") nor more than $5,000 (the
"Maximum Investment") on any optional cash payment dated for any
Participant unless the Participant is a broker, bank or trustee
participating in the Plan on behalf of one or more Beneficial Owners, in
which event the Minimum Investment and Maximum Investment amounts shall
apply with respect to each such Beneficial Owner on whose behalf a
Participant may be investing. Subject to the preceding sentence, if a
Participant or Beneficial Owner holds more than one Plan account under the
same social security or tax identification number, optional cash payments
from the Participant or Beneficial Owner shall be aggregated and subject to
the Maximum Investment.
Purchase Price
The Plan provides that Common Shares offered may be either newly issued
Common Shares to be acquired directly from the Company or Common Shares
purchased on the open market. Under the Plan, the purchase price for newly
issued shares is 98% of the average of the daily closing sales prices of
the Common Shares reported on the NASDAQ market on the five trading days
prior to the purchase date, and for shares purchased on the open market is
the average price paid for such shares by the Agent (see "Purchases").
Purchases
Purchases for dividend reinvestments under the Plan will be made as soon as
practicable following a dividend payment date, but in no event later than
30 days after a dividend payment date (except where necessary to comply
with applicable securities laws). In the event applicable law of the
closing of the securities markets require temporary curtailment or
suspension of open market purchases of shares of Common Stock, the Agent is
not accountable for its inability to make purchases at such time. If
shares of Common Stock are not available for purchase for a period of
longer than 30 days, the Agent will promptly mail to each Participant a
check in the amount of any unapplied funds in the Participant's account.
The Agent will hold the shares of all Participants together in the name of
its nominee.
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There can be no assurance as to the declaration or payment of dividends,
and nothing contained in the Plan obligates the Company to declare or pay
any dividends. The Plan does not represent a change in the Company's
dividend policy or a guarantee of future dividends, which will continue to
be determined by the Board of Directors based upon the Company's earnings,
financial condition and other factors.
Common Shares purchased under the Plan will be, at GTII's discretion,
either newly issued Common Shares or Common Shares purchased in the open
market. If Common Shares are purchased in the open market, the purchase by
the Agent will be on the last business day of each month.
Optional cash payments may be made at any time that are not in conjunction
with reinvestment of dividends. Cash contributions should be received by
the Agent not more than 30 days before purchase date or dividend payment
date. A Participant's cash contribution will be held by the Agent and then
combined with funds received from that dividend, if applicable, for the
purchase of additional shares of Common Stock. Interest will not be paid
on cash contributions being held by the Agent. Therefore, the mailing of
cash contributions should be timed to reach the Agent shortly before an
investment date. Cash contributions received by the Agent more than 30
days before an investment date will be returned. A refund of any cash
contributions can be obtained by written request to the Agent if such
request is received by the Agent at least two days before the purchase date
or the dividend payment date.
If Common Shares are purchased from GTII, the price of such Common Shares
will be 98% of the average of the daily closing sales prices of Common
Shares reported on the NASDAQ Market on the five trading days prior to the
purchase date (the "Pricing Period"). If there is no trading reported in
the Common Shares on the NASDAQ Market, or any securities exchange where
the Common Shares are then traded, the purchase price per Common Share
shall be determined by GTII on the basis of such market quotation or other
means as it shall deem appropriate, provided, however, that under no
circumstances will the purchase price per Common Share be less than the per
share par value ($0.001) of the Common Shares.
If Common Shares are purchased under the Plan through the open market,
purchases will be acquired on the applicable investment date at a price to
the Participant equal to the average price paid by the Agent.
Pending investment, funds shall be held in a non-interest bearing account
maintained by the Agent in a bank having capital and surplus of not less
than $100,000,000. The bank account shall be specifically designated as
being for the benefit of the Plan and disbursements shall be permitted from
such account only for purchases of shares or to make distributions to
Participants if required.
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No Participant shall have any right to draw checks or drafts against
his/her account or to give instructions to GTII or the Agent except as
expressly provided here.
Certificates
Certificates will not be issued for share purchases. All Plan shares will
be held by the Agent. This service protects against loss, theft and
destruction of certificates.
Reports
Participants will receive copies of all communications sent to holders of
Common Stock. This may include quarterly reports to shareholders, annual
reports to shareholders, proxy material, and Internal Revenue Service
information, if appropriate, for reporting dividend income. All such
information from the Agent to Participants will be addressed to the latest
address of record; therefore, it is important that Participants promptly
notify the Agent of any change of address.
Statement of Account
The Agent will mail to each Participant a statement of account describing
the distributions received, the number of Common Shares purchased, the
purchase price per Common Share, and the total Common Shares accumulated
under the Plan as soon as practicable after all distributions paid on any
payment date with respect thereto have been invested. Fractional Common
Shares will be credited to a Participant's account computed to three
decimal places. Participants in the Plan through a broker, bank, or other
nominee, should contact such entity regarding a statement of interests in
the Plan.
Proxy Material
The Agent will distribute to Participants proxy solicitation material
received by it from GTII which is attributable to shares held in the Plan.
The Agent will vote any shares that it holds for the account of a
Participant in accordance with the Participant's written instructions. If
a Participant gives a proxy to person(s) representing the Company covering
shares registered in the Participant's name, such proxy will be deemed to
be an instruction to the Agent to vote the full Common Shares in the
Participant's account in like manner. If a Participant does not direct the
Agent as to how the shares should be voted and does not give a proxy to
person(s) representing the Company covering these shares, the Agent will
not vote said shares.
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Withdrawal
A Participant may withdraw from the Plan at any time by sending a written
notice that he/she wishes to withdraw to the Agent, along with a $15
withdrawal fee check. When a Participant withdraws from the Plan, or upon
termination of the Plan by GTII, certificates for whole shares credited to
the Participant's account under the Plan will be issued and a cash payment
will be made for any fraction of a share. When a Participant withdraws
from the Plan, a cash adjustment representing the value of any fraction of
a share then credited to the Participant's account will be mailed directly
to the Participant. The cash adjustment will be based on the then current
market value of the Common Stock. In no case will certificates
representing a fractional share interest be issued. If a Participant
disposes of all Common Shares registered in the Participant's name on the
stockholder records of GTII without terminating the Plan, GTII or the Agent
may, at their discretion, (1) terminate the Participant's further
participation in the Plan by distributing certificates representing the
whole Common Shares in a Participant's account and making payment by check
for any fractional Common Shares and uninvested funds held in the
Participant's account, or (2) continue to reinvest such Participant's cash
dividends until otherwise notified in writing.
Change or Termination
The Company reserves the right to amend, modify, suspend or terminate the
Plan at any time. Participants will be notified in writing of any material
changes in the Plan.
The terms and conditions of the Plan may be amended or supplemented by an
agreement between the Agent and GTII, including but not limited to an
amendment to substitute a new Agent to act as agent for the Participants,
by mailing an appropriate notification to each Participant at his/her last
address of record. Such amendment or supplement shall be deemed
conclusively accepted by each Participant except those Participants from
whom the Agent receives written notice of termination prior to the
effective date thereof.
GTII may terminate the Plan by giving notice at least 10 days prior to the
effective date thereof to each Participant at his/her last address of
record. In such case, termination shall be made by distributing the whole
Common Shares held by the Agent under the Plan to each Participant and
making cash payment in respect of any fractional Common Shares held for the
account of each Participant, based upon the actual sales price of such
Common Shares.
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Limitation of Liability
The Plan provides that neither GTII nor the Agent will be liable for any
act done in good faith, or for the good faith omission to act in connection
with the Plan, including, without limitation, any claims of liability
arising out of failure to terminate a Participant's account upon such
Participant's death prior to receipt of notice in writing of such death, or
with respect to the prices at which Common Shares are purchased for a
Participant's account and the times when such purchases are made, or with
respect to any loss or fluctuation in the market value after the purchase
of such shares.
Federal Income Tax Consequences
The following discussion relates to the material federal income tax
consequences of participation in the Plan. The effect of such tax
consequences upon any Participant will depend upon such Participant's
individual circumstances which, together with the state and local tax
consequences of participation, should be discussed by each Participant with
his tax advisor to determine the tax considerations related to the receipt
of dividends and the purchase of shares of Common Stock under the Plan.
A Participant will be required to include in income for federal income tax
purposes amounts reinvested in Common Stock in respect to dividends on
his/her Common Stock subject to the Plan and all shares of Common Stock
credited to his/her Account under the Plan in the manner which would be
required if he/she directly received such dividends and interest even
though no such amount is actually received by the Participant in cash, but
instead is applied to the purchase of shares of Common Stock for the
Participant's Account.
In addition, the Internal Revenue Service has ruled that the brokerage
commissions and service charges paid by GTII on a Participant's behalf are
to be treated as dividend income to the Participant. The amount paid to
cover service charges may be deductible if the Participant itemizes
deductions on a Federal Income Tax Return and if the amounts paid for
brokerage commissions are includable in the Participant's cost basis of
shares purchased. While the amount paid for brokerage commissions will
vary in proportion to the amount invested, we estimate that the total
additional income reportable for most Participants will be less than $10 a
year. The information return sent to the Participant and the Internal
Revenue Service at year end will show each of the amounts paid on the
Participant's behalf.
A Participant's tax basis for shares of Common Stock purchased pursuant to
the Plan should be equal to the cost of such shares.
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A Participant will not realize any taxable income when he withdraws from
the Plan and receives certificates for whole shares credited to his account
under the Plan. Gain or loss will be realized by the Participant only when
he sells such whole shares and will be recognized by a Participant when a
fractional share credited to his account is sold pursuant to the terms of
the Plan.
ADVANTAGES AND DISADVANTAGES
The primary advantages of the Plan are:
Participants may have the cash dividends on all or a portion of their
Common Stock reinvested automatically.
Participants may invest in additional shares of Common Stock by making cash
investments, subject to an individual minimum investment of $25.00 per
month and an individual maximum limit of $5,000.00 per month.
No brokerage commissions will be charged to the Participant. The only cost
to the Participant is a $2.50 fee per investment transaction.
Shares purchased directly from the Company (newly issued shares) will be
offered at a 2% discount.
Participants will avoid cumbersome safekeeping of stock certificates for
Plan shares credited to their account.
Periodic statements reflecting all current activity, including shares
purchased and latest Plan account balance, will simplify Participants'
recordkeeping.
The primary disadvantages of the Plan are:
Since cash contributions must be sent to the Agent before the actual
purchase date or dividend date, the Participant's investment may be exposed
to changes in market conditions. A Participant has no control over the
price at which Common Shares are purchased.
No interest will be paid on funds held by the Agent pending investment.
Participants will not know the actual number of shares purchased under the
Plan until after the Pricing Period.
Participants who reinvest cash dividends will be treated for federal income
tax purposes as having received a dividend on the dividend payment date,
giving rise to a tax payment obligation without providing the Participant
with immediate cash to pay such tax when it becomes due.
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NEITHER THE COMPANY NOR THE AGENT CAN ASSURE A PROFIT OR PROTECT AGAINST A
LOSS ON SHARES PURCHASED UNDER THE PLAN.
USE OF PROCEEDS
Since purchases of Common Stock under the Plan may be satisfied by either
the purchase of new shares of Common Stock issued by the Company, or the
purchase of shares of Common Stock in the open market, the number of shares
of Common Stock, if any, that the Company ultimately will sell under the
Plan is not known.
The Company will not receive any proceeds when shares of Common Stock are
purchased under the Plan in the open market.
If newly issued shares of Common Stock are purchased under the Plan, the
proceeds from such sales will be used for general corporate purposes of the
Company.
DETERMINATION OF OFFERING PRICE
If Common Shares are purchased from the Company, the price of such Common
Shares will be 98% of the average of the daily closing sales prices of the
Common Shares reported on the NASDAQ Market on the five trading days prior
to the purchase date. If there is no trading reported in the Common Shares
on the NASDAQ Market, or any securities exchange where the Common Shares
are traded, the purchase price per common share shall be determined by the
Company on the basis of such market quotations or other means as it shall
deem appropriate.
If Common Shares are purchased on the open market the price will be the
average price paid for such shares by the Agent.
DILUTION
Since it is impossible to determine how many of the 1,000,000 shares will
ultimately be sold in the Plan, it is difficult to determine how much
dilution will occur. However, the issuance of additional shares does cause
dilution of the shareholders' interests. In addition to the 1,000,000
shares in this offering, the Company's Board of Directors may authorize the
issuance of additional Common Shares in the future in order to provide for
further capitalization of the Company or other corporate purposes, which
could cause further dilution of the shareholders' interests.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan, the
terms of which provide for the purchase of shares of Common Stock, either
newly issued shares, or, at the Company's option, by an Agent on the open
market. The Company will determine which option to use at any particular
time. The Company will pay all costs and expenses associated with the
Plan, with the exception of $2.50 per investment transaction which will be
charged to the Participant, and a $15 withdrawal fee which will be charged
to the Participant if he/she withdraws from the Plan.
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DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock and 1,000,000 shares of Preferred Stock. There are
currently 3,939,569 shares outstanding of Common Stock, and 0 shares
outstanding of Preferred Stock.
The Common Shares are traded on the over-the-counter market and are listed
on the NASDAQ Small Capital Issues under the symbol "GTII".
Dividend Rights
The holders of GTII shares are entitled to share equally, share for share,
in such dividends as might be approved by the Board of Directors, and are
compatible with the applicable laws of Colorado relating to payment of
dividends by corporations.
Voting Rights
Holders of GTII are entitled to one vote for each share on all matters
voted upon by shareholders. Pursuant to GTII's By-Laws, at all meetings of
shareholders, 45% of the shares entitled to vote at such meeting,
represented in person or by proxy, constitute a quorum, and a majority of
the shares represented are required for an affirmative vote. Pursuant to
Colorado Law, holders of GTII shares may take action without a meeting only
upon written consent of all shareholders entitled to vote on the proposed
action. Cumulative voting rights are not available to GTII shareholders.
GTII's By-Laws were adopted by its Board of Directors, and may be repealed
by the Board of Directors.
There are no Colorado Law provisions specifically regulating takeover bids
or the acquisition of a controlling interest. Although Colorado Law
provisions impose conditions on GTII's ability to repurchase its own
shares, there are no provisions requiring shareholder approval of such
repurchases.
Preemptive Rights - Holders of GTII shares have no preemptive rights.
Liability of Directors - The Articles of Incorporation of GTII have
provisions for limitation of liability of directors (see Indemnification
below).
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<PAGE>
Liquidation Rights - In the event of liquidation, dissolution or winding up
the affairs of GTII, whether voluntary or involuntary, the holders of the
Company's shares are entitled to share, on a share to share basis, in any
of the assets or funds which are distributable to its shareholders upon
such liquidation, dissolution, or winding up. Such distribution would be
subject to the prior rights of creditors of each corporation.
Assessment and Redemption - GTII shares to be issued are fully paid and
non-assessable.
Transfer Agent - The Company's transfer agent is Registrar and Transfer
Company, 10 Commerce Drive, Cranford, New Jersey 07016.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
included in the Company's Form 10-K, which is incorporated herein by
reference, have been audited by Robert Early & Company, P.C., as stated in
their report appearing therein.
LEGAL MATTERS
Certain legal matters, including the validity of the Common Stock being
offered hereby, will be passed upon for the Company by Howard Siegel,
Attorney-at-Law, 1021 Main Street, Ste. 1100, Houston, Texas 77002.
INCORPORATION BY REFERENCE
See section entitled "Incorporation of Certain Documents by Reference".
INDEMNIFICATION
Article VII of the Company's Articles of Incorporation provides as follows:
"The Corporation shall indemnify, to the full extent permitted by law, any
person who is or was a director, officer, agent, fiduciary or employee of
the Corporation against any claim, liability or expense arising against or
incurred by such person as a result of actions reasonably taken by him at
the direction of the Corporation. The Corporation shall further have the
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances and
to maintain insurance providing such indemnification."
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Since purchases of Common Stock under the Plan may be satisfied by either
the purchase of new shares of Common Stock issued by the Company, or by the
purchase of shares of Common Stock in the open market, the number of shares
of Common Stock, if any, that the Company ultimately will sell under the
Plan is not known. For this reason it is not possible to predict the
expenses of issuance and distribution.
INDEMNIFICATION
Article VII of the Company's Articles of Incorporation provides as follows:
"The Corporation shall indemnify, to the full extent permitted by law, any
person who is or was a director, officer, agent, fiduciary or employee of
the Corporation against any claim, liability or expense arising against or
incurred by such person as a result of actions reasonably taken by him at
the direction of the Corporation. The Corporation shall further have the
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expenses arising against or incurred by them in all other circumstances and
to maintain insurance providing such indemnification."
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
EXHIBITS
Copies of the following documents have been included as Exhibits to this
Registration Statement.
Exhibit A - Form 10-K for the year ended December 31, 1995
Exhibit B - Form 10-Q for the quarter ended March 31, 1996
Exhibit C - Form 8-K dated May 9, 1996
Exhibit D - Opinion as to Legality of Shares
Exhibit E - Consent of Independent Certified Public Accountants
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<PAGE>
UNDERTAKINGS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with this prospectus, to each person to whom the prospectus is
sent or given, the latest annual report on Form 10-K to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated herein by reference into the prospectus,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
The registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph 1 above, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Magdalena, State of New Mexico, on
June 21, 1996.
GOLDEN TRIANGLE INDUSTRIES, INC.
Date: June 21, 1996 By: /s/ KENNETH OWENS
Kenneth Owens, President
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ KENNETH OWENS Chairman of the Board June 21, 1996
Kenneth Owens and President
/s/ IVAN WEBB Chief Financial Off- June 21, 1996
Ivan Webb icer, Principal Accoun-
ting Officer & Director
/s/ KAREN LEE Director June 21, 1996
Karen Lee
/s/ BETTY POLSTON Director June 21, 1996
Betty Polston
/s/ DAVID POLSTON Director June 21, 1996
David Polston
/s/ HOWARD B. SIEGEL Director June 21, 1996
Howard B. Siegel
/s/ JOHN VUKSICH Director June 21, 1996
John Vuksich
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<PAGE>
INDEX TO EXHIBITS
Exhibit A - Form 10-K for the year ended December 31, 1995
Exhibit B - Form 10-Q for the quarter ended March 31, 1996
Exhibit C - Form 8-K dated May 9, 1996
Exhibit D - Opinion as to Legality of Shares
Exhibit E - Consent of Independent Certified Public Accountants
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<PAGE>
EXHIBIT A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission file number 0-8301
GOLDEN TRIANGLE ROYALTY & OIL, INC.
(Exact name of registrant as specified in its charter)
Colorado 25-1302097
(State or other jurisdiction of (IRS Employer
incorporation or organization) I. D. Number)
8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(505) 856-5075; fax 857-9993
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class - Common Stock, $.001 Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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 [ ]
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<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant (persons other than officers, directors, or stockholders known by
the registrant to beneficially own more than 5% of its common stock) was
$5,453,144 as of March 11, 1996, based on the average bid and asked prices of
such stock ($3.125) at the close of the market on that day.
The number of shares outstanding of the registrant's common stock as of March
11, 1996 was 3,845,386 shares.
PART I
Item 1. Business
(a) General Development of Business
Golden Triangle Royalty & Oil, Inc. (the "Company" or "GTRO") was
incorporated on July 30, 1975 under the laws of the State of Colorado. Later
that year, the Company obtained approximately $300,000 through an initial
public offering of 3,000,000 shares of its common stock, par value $.001 (the
"Common Stock"). The Company was organized primarily to acquire and hold
royalties on oil and gas properties, and currently holds 1,667,946 net
royalty acres of overriding royalties under 23,449,800 gross surface acres in
Australia, plus interests in the United States. During the past three years
the Company has diversified and expanded its operations to include the salt
water disposal business, tire shredding/recycling, and ranch activities (see
following write-ups). See Item 2 for a description of the Company's
properties.
During July 1992, stockholder approval was obtained from the stockholders of
both companies to approve the acquisition by GTRO of all the assets and
shares of Houston Oil & Energy, Inc. (HOE), a full reporting, publicly held
company. The ratio for the acquisition was one share of GTRO given for each
3.125 shares of HOE. The Company issued 23,372,799 shares of GTRO to HOE
shareholders and now owns 100% of HOE. This acquisition improved the
Company's financial position by causing an increase in assets, revenues and
stockholders' equity, and the acquisition enabled GTRO to maintain its NASDAQ
listing.
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<PAGE>
During 1993 stockholder approval was obtained for a 1-for-20 reverse split of
the Company's common stock. Effective July 26, 1993 the shares outstanding
were reduced from 63,358,977 to 3,167,948. The Board of Directors believes
the reverse split resulted in increased tradeability of the stock, and that
the increased price level encouraged more interest in the stock.
Beginning in 1993 with the acquisition of OCR Investments, Inc., the Company
began the expansion of its business into new areas. OCR, a salt water
disposal company, approximately doubled GTRO's revenues in 1993. This
acquisition was followed in 1994 by the acquisition of Transcon Energy Corp.
This was the most important development of business in GTRO's history, since
the acquisition provided enough revenues (approximately $1,900,000 gross in
1994) to make the Company profitable. The acquisition also added
approximately $1,200,000 in assets to GTRO. GTRO issued 4,148,148 restricted
shares to the owners of Transcon for this acquisition which effectively
transferred control of the Company to these shareholders. Transcon is now a
wholly owned subsidiary of GTRO. Following the Transcon acquisition, the
Company acquired 50% of Jim Wells Salt Water Disposal, Inc. During 1995 GTRO
expanded these operations further by acquiring the remainder of Jim Wells
SWD, plus 100% of another salt water disposal facility, County Line Disposal
Plant.
In addition to the acquisition of the salt water disposal operations, GTRO
also expanded into two other areas of business. A ranch was purchased in New
Mexico with various potential revenue sources. During 1995 the Company
reported two land sales of forty acre tracts, and cattle grazing leases. In
the first quarter of 1995 the Company purchased tire shredding equipment
which is reported to be the largest equipment of its type in the southwest.
The rental of this equipment brought in significant revenues for GTRO during
1995. See Item 2 Properties for more complete information.
During 1995 stockholder approval was obtained for a 1-for-2.5 reverse split
of common stock. Effective August 2, 1995 the shares outstanding were
reduced from 9,573,465 to 3,829,386. Since GTRO is currently listed on the
NASDAQ Small Capital Issues, one purpose of the reverse split was to assist
in getting the stock price up to meet the requirements for consideration by
the NASDAQ National Market or the American Stock Exchange. A listing on one
of the national markets offers more visibility for the Company and a broader
market for the stock. GTRO has now met the financial requirements for a
listing on a national market and will attempt to gain listing within the next
year.
The following definitions are provided to clarify certain terms used in this
report:
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<PAGE>
Authority to Prospect ("ATP") - a concession granted by the State of
Queensland, Australia, which entitles its holder to an exclusive right to
explore for oil and natural gas in Queensland in the particular area covered
by the ATP. See Item 2(d), "Oil and Gas Properties - Australian Properties"
for additional information.
Gross Production - the total production of oil, gas, or natural gas liquids
from a property or group of properties for any specified period of time.
Initial Potential ("IP") - a test performed before any significant production
from a well is marketed. Additional potential tests may be performed after
a well goes on-stream. As a hydrocarbon reservoir is depleted, the
potentials of the wells decline. An oil well potential is an indication of
the maximum rate at which a well can produce. Usually, wells produce at
lower rates than their potentials. Reasons for the lower rates can involve
natural decline, government regulations, difficulties with operations or
infrastructure, and reservoir management considerations. A number of wells
described in this report are producing at much lower rates than their IP's
would indicate because of the lack of presently existing roads, pipelines,
and other production infrastructure. Also, high fluid rates cause water-
coning in certain fields. Initial potential figures given in this report
were obtained by the Company from industry publications.
Net Royalty Acre - generally, a measurement of royalty or overriding royalty
and the equivalent of the full customary one-eighth royalty of the gross
production or revenue free and clear of exploration, drilling and production
costs from one acre of land. The number of net royalty acres used in this
report applies to figures as of December 31, 1995, and the number will change
as relinquishments take place on the ATP's in Queensland, as an ATP expires
or is cancelled, or any new areas are added.
Overriding Royalty Interest ("ORRI") - an interest carved out of the lessee's
leasehold or working interest. The amounts payable from ORRI's are payments
calculated as a percentage of either gross production or the gross revenues
of the working interest (based on the wellhead price) from a concession or
lease, usually free and clear of all exploration, drilling and development
and production costs, except for any applicable taxes and federal levies. In
calculating the wellhead price, pipeline and trucking costs have already been
deducted from the refinery price. The Australian overriding royalties
discussed herein are generally expressed as a percent of the gross
production.
Royalty - generally, a share of the production reserved by the grantor of an
oil or gas lease or concession. The royalty interest is customarily free of
cost or expense incident to exploration, development or production, except
for production or gathering taxes. The royalty is part of the consideration
for the grant of the lease or Authority to Prospect.
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<PAGE>
Working Interest ("WI") - all or a fractional part of the ownership rights
granted by a concession or lease. The owner of a WI or a part thereof pays
all costs of operations and is entitled to the gross production, less
royalties retained by the grantor or lessor, and less other ORRI's or non-
operating interests created and assigned from the working interest, and thus
may incur operating expenses in excess of income.
(b) Financial Information About Industry Segments
In the fiscal year ending December 31, 1995, the Company's revenues,
operating profits or losses, and identifiable assets were attributable to its
salt water disposal operations, tire shredding/recycling, acquisition and
ownership of interests in oil and gas leases, and ranch operations. (See
Items 6 and 8, "Selected Financial Data" and "Financial Statements and
Supplementary Data.") Financial information about other industry segments is
thus inapplicable.
(c ) Narrative Description of Business
General - Salt Water Disposal and Rig Services
GTRO is now involved in the salt water disposal business through its
subsidiaries OCR, Transcon, Jim Wells, and County Line. The oil industry of
the United States produces more salt water than oil, and governmental
regulations require any salt water produced from oil or gas wells to be
injected back into the ground in another salt water bearing zone to protect
all fresh water zones from being contaminated. GTRO's subsidiaries are in
the primary business of injecting the salt water back into the ground.
Producers in the area separate the salt water from the produced gas and oil
and the water is trucked to storage tanks at one of the facilities where the
salt water is collected awaiting injection back into the ground. A fee is
charged per barrel or per load for this service.
During 1994, 60% to 65% of Transcon's services were rendered to a single
customer. However, Transcon's revenues have now become more diversified from
additional customers, with 54% being from one customer. Management does not
foresee the loss of this customer, but continued to take steps during 1995 to
expand the business into other areas (by purchasing additional disposals) and
gain additional customers to prepare for this possibility. The collection of
accounts receivable from the oil and gas producers represents a risk factor
in this service business. Also, mechanical problems with a disposal well,
surface owners not renewing a lease, or a competitor installing a new
facility could be risk factors, although GTRO does not anticipate any such
problems at this time.
GTRO's subsidiaries' injection wells are located in the top gas producing
counties in Texas. Of course, the continued profitability of the business is
dependent upon stable or increased gas prices causing additional oil and gas
production in the area. The subsidiaries are also subject to environmental
considerations and must comply with governmental regulations. See
"Governmental Regulation" on the following page.
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<PAGE>
Rig Services - A substantial part of Transcon's business includes sales and
rental of poly pipe and pumps to drilling contractors, and fresh water sales
for drilling fluids and completion treatments (frac jobs etc.). Transcon
also provides other services including back filling drilling mud pits, sand
blasting, and steam cleaning.
See Item 2(a) Salt Water Disposal Properties for more complete information.
General - Oil and Gas
The majority of the properties acquired by the Company have been royalty
interests or ORRI's, although working interests have been acquired from time
to time.
The acquisition, exploration, development, production and sale of oil and gas
are subject to many factors that are outside the Company's control. These
factors include market prices of oil and gas; national and international
economic conditions; import and export quotas; availability of drilling rigs,
casing, pipe, and other equipment and supplies; availability of and proximity
to pipelines and other transportation facilities; the supply and price of
competitive fuels; and the regulation of prices, production, transportation,
and marketing by domestic and foreign governmental authorities.
Additionally, the Company generally has no control over whether the owner of
the exploration rights of its properties will explore for oil and gas on such
properties. Each of these factors may affect the rate at which oil and gas
are produced on properties in which the Company has an interest or affect
whether wells will be drilled on such properties, and could otherwise
materially affect capital expenditures, earnings and the competitive position
of the Company.
The Company does not serve as operator of working interest properties, but it
does bear the risk of fire, blowout or other catastrophe to such properties
in proportion to the working interest owned in the properties. The operators
of these properties may carry insurance against some of these risks but may
not be fully insured due to prohibitive premium costs or unavailability of
coverage. Such risks are not borne by the Company on oil and gas leases in
which the Company owns an ORRI or
royalty interest, which interests represent the majority of the Company's
holdings.
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<PAGE>
Competition
The oil and gas industry is highly competitive in all of its phases, with
competition for favorable producing royalties and overriding royalties being
particularly intense. The Company believes that price, geological and
geophysical skill, and familiarity with an area of operations are the primary
competitive factors in the acquisition of desirable leases and suitable
prospects for oil and gas drilling operations. The Company competes with
independent operators and occasionally major oil companies, a number of which
have substantially greater technical and financial resources than the
Company. In the salt water disposal business, salt water disposal wells held
by other companies, as well as oil and gas producers adding their own
injection wells, provides competition, and requires the Company to provide
the best possible service at a competitive price.
Governmental Regulation
Oil and gas operations (including salt water disposal) are and will be
subject to federal, state and local laws and regulations governing waste,
environmental quality, pollution control, conservation and other measures
regarding environmental and ecological matters. It is impossible to predict
the impact of environmental legislation and regulations on the Company's
operations in the future. However, compliance could affect capital
expenditures, earnings and the competitive position of the Company.
The Company's operations will also be affected from time to time by other
federal, state and local laws and regulations and by political developments.
The domestic production and sale of oil and gas are subject to federal
regulation by the Department of Energy and the Federal Energy Regulation
Commission. Rates of production of oil and gas have for many years been
subject to federal and state conservation laws and regulations. In addition,
oil and gas operations are subject to extensive federal and state regulations
concerning exploration, development, production, transportation and pricing,
and to interruption or termination by governmental authorities. Removal of
import duties on oil entering the U.S. has had an adverse affect on the
domestic oil industry.
In foreign countries, the Company may be subject to governmental restrictions
on production, pricing and export controls. Regulations existing or imposed
upon the Company at the time of its acquisition of properties may change to
an unpredictable extent. The Company will have little or no control over the
change of regulations or imposition of new regulations and restrictions,
expropriation or nationalization by foreign governments or the imposition of
additional foreign taxes. Management believes that these actions are
unlikely to be undertaken by either the Australian or Queensland governments,
under which the majority of the Company's foreign titles were issued or
derived.
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<PAGE>
Foreign Currency
Due to the nature of the Company's activities, portions of the Company's
operating capital may at times be held in various foreign currencies. This
subjects the Company to the risk of currency fluctuations and changes in
rates of conversion for different currencies. Additionally, sales of oil and
gas produced from concessions in foreign countries in which the Company has
or may acquire an interest may be subject to governmental regulations which
restrict the free convertibility of funds received from such sales, and all
remittances of funds out of these countries will require the approval of the
applicable government's exchange control agency. The Company is of the
opinion that the current exchange control laws of Australia will not
unreasonably delay the remittance of funds generated in Australia to the
Company in the United States.
Foreign Taxes and United States Tax Credits
As a result of its operations abroad, the Company is subject to the
imposition of taxes by foreign governments upon the Company's income derived
from foreign jurisdictions. Such taxes are of various types, with differing
tax rates, and are subject to change. Generally, the Company's income from
a foreign jurisdiction will be taxed in the same manner as that for other
companies operating in the jurisdiction, but discriminatory taxation by a
particular jurisdiction may occur. The current corporate income tax rate in
Australia is 33% of net profits.
The Company's income is also subject to taxation under the United States
Internal Revenue Code of 1986, as amended (the "Code"). The Code provides
that a taxpayer may obtain a tax credit for certain taxes paid to a foreign
country or may take a deduction for such taxes. A tax credit is generally
more favorable than a deduction. The tax credit applicable to particular
foreign income arises when such income is included in the Company's taxable
income under the provisions of the Code. There are, however, substantial
restrictions and limitations on the amount of the tax credit that can
actually be claimed.
Employees
The Company employs eight persons (including the executive officers), all of
whom serve the Company as needed on a part-time basis.
(d) Financial Information About Foreign and Domestic Operations
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<PAGE>
1995 1994 1993
Oil and Gas Revenues
United States $ 79,775 $ 106,085 $ 107,900
Australia $ 131,045 $ 131,034 $ 122,200
Other Revenues
United States $2,465,384 $2,234,077 $1,546,710
Australia $ - $ - $ -
Operating Profit or Loss
(Before Income Taxes)
United States $1,042,444 $ 244,129 $ 303,314
Australia $ 96,585 $ 48,677 $ (70,175)
Identifiable Assets
United States $4,732,421 $3,030,520 $2,194,695
Australia (1) $1,270,772 $1,598,982 $1,113,246
(1) According to applicable accounting regulations, the Company may not
show certain properties such as the ORRI under ATP 298P, and 4/5ths
of the ORRI under ATP 299P as having a book value because they were
acquired from related parties in exchange for stock; therefore, the
book value of these properties is "0".
Item 2. Description of Property
(a) Salt Water Disposal Properties
In the past three years GTRO has acquired seven salt water disposal
facilities, and has achieved a dominant position in one of the premier gas
producing areas in the United States. Salt water is produced along with oil
and gas, and governmental regulations require the salt water to be disposed
of in an environmentally safe manner. The Company is in the primary business
of injecting the salt water back into the ground in another salt water
bearing zone to protect all fresh water zones from being contaminated. The
Company injects from 350,000 to 400,000 barrels of water per month and is
paid a fee for this service by the oil and gas producers.
GTRO acquired its first salt water disposal property, OCR Investments, Inc.
(OCR), a company operating a salt water disposal facility at a profit in the
Zapata-Laredo area of Texas during 1993. During 1994 the Company continued
increasing its revenues with the acquisition of a highly profitable company,
Transcon Energy Corp. (Transcon) which has three disposal facilities in the
same general area as OCR. Transcon, like OCR, provides salt water disposal
services for oil field operations in an area of active drilling for deep gas,
making the prospects for continued profitability excellent. Transcon also
provides drilling rig services, including fresh water sales for drilling and
poly pipe rentals and sales. The addition of Transcon's gross revenues to
GTRO during 1994 caused GTRO to become profitable. Also during 1994, the
Company acquired 50% of Jim Wells Salt Water Disposal Inc. (Jim Wells). This
company operates a facility near Alice, Texas, which is northeast of the
Transcon and OCR disposal area.
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<PAGE>
Because of the tremendous performance of its salt water disposal facilities
in 1994, GTRO continued expanding this business during 1995 by purchasing the
remaining 50% of Jim Wells, plus purchasing 100% of another facility, County
Line Disposal Plant. In addition to these purchases, OCR opened a new
facility, Chihuahua. These new facilities are expected to generate an
estimated $600,000 per year in gross revenues. The Company installs new
facilities in response to new gas discoveries and the location of competing
facilities. For example, the new Chihuahua facility was installed in
September 1995 to take water from a recently discovered 500 BCF gas field.
During only its second month of operation, Chihuahua disposed of 71,729
barrels of water (revenues of about $28,000 for that month).
Six of GTRO's seven disposal sites are located in Webb and Zapata counties.
Webb County produces more gas than any other Texas county, while Zapata
County ranks second or third. GTRO's competition is limited, with few other
facilities located in the area. The majority of the production in the area
consists of gas from the lower Wilcox Lobo Trend. According to the U. S.
Department of Energy, the trend is estimated to contain total reserves of
14,962 BCF. Considering that most of the significant Lobo fields are located
in Webb and Zapata counties, and considering that all production from the
counties (not just Lobo production) totals 650 BCF per year, it is
conceivable that production from the Lobo could continue near the current
rate for over twenty years, given adequate gas prices to stimulate additional
drilling.
In summary, gas production, along with the associated salt water production
in GTRO's operating area, should be substantial for years to come. GTRO's
total revenues from disposal fees as described above, and other oil field
services (described in the following paragraph) totalled $1,789,864 during
1995.
In addition to the salt water disposal services, the Company also provides
oil field services including fresh water supply, sales and rental of poly
pipe and pumps, back filling drilling mud pits, sand blasting, and steam
cleaning. One of the Company's subsidiaries, Transcon, has access to water
rights for fresh water from the Rio Grande River. The fresh water is sold to
drilling rigs by laying polypropylene pipeline from the river to the drill
sites, and by trucking the fresh water to other drill sites. Of course,
revenues from this service can fluctuate depending on factors such as
drought,when demand for the water would be greater, or over-supply when
demand would be less. These oil field services currently account for about
$25,000 to $50,000 in revenues per quarter.
Additional information on the salt water disposal business is available under
"Narrative Description of Business - General - Salt Water Disposal and Rig
Services."
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<PAGE>
(b) Tire Disposal/Recycling
During 1995 the Company purchased tire shredding equipment and leased it to
Southwest Tire Processors Inc. which owns a tire disposal/recycling facility
in Socorro, New Mexico that is reported to be the most efficient and modern
type in the southwest. It is the only permitted tire disposal/recycling
facility in New Mexico and can accept tires from anywhere in the United
States. Because of environmental and storage problems with used tires,
Southwest Tire Processors is now capitalizing on the need to dispose of used
tires. GTRO's equipment shreds the tires into 2" by 3" chunks, and is
capable of shredding three ton tires into chunks in 10-15 minutes and
averages 35 tons per hour. The material can then be sold for use in such
things as asphalt for highways, mats, hoses, and tennis shoes.
The plant charges $100 or more per ton for disposal and then sells the
shredded material for $25-$50 per ton. Southwest Tire Processors has
contracts with the State of New Mexico and the State of Arizona for tire
disposal at $140.00 per ton, and has contracts with the Department of Defense
to buy the shredded rubber for use on military bunkers. The company also
sells the shredded rubber to a company that recycles rubber into new tires.
GTRO's gross income from this business totalled $593,616 in 1995. After
recovering its initial investment and a profit, GTRO will have a 10% interest
in the gross revenues of the operation.
Plans for 1996 include the purchase of crummer equipment which further shreds
the 2" by 3" chunks into pellet size, removing the steel and nylon fibers.
This process increases the value of the rubber because its uses become even
more versatile.
(c) Apache Ranch
During 1995 GTRO acquired the remaining portion of the ranch land in New
Mexico which it had purchased an interest in during 1994. The 13,500 acre
Apache Ranch adjoins the Mescalero Indian Reservation near Ruidoso, New
Mexico, and the ski resort area. This property offers many possible sources
of revenue including sporting activities, camping, hunting, timber, real
estate development, and livestock grazing, plus potential easement revenues
as certain projects develop for the Mescaleros.
The land includes one of the largest herd of elk in the western United
States, and is inhabited by a large variety of additional wildlife including
deer, turkey, oryx, mountain lion and bear.
Apache Ranch began generating revenues in 1995 with the sale of two forty
acre tracts of land, and a contract for a year's cattle grazing rights. GTRO
plans to sell two to three additional forty acre tracts without affecting the
overall acreage position or the natural habitat.
(d) Oil and Gas Properties
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<PAGE>
General
As of December 31, 1995, the Company owned royalty interests and ORRI's in
oil and gas wells primarily located in the states of Arkansas, Colorado,
Kansas, New Mexico, Oklahoma and Texas. The Company also has a few working
interests further defined under Working Interests - Domestic. These domestic
oil and gas interests generated $79,775 for the year ended December 31, 1995.
Most of the U.S. leases in which the Company owns interests provide that such
leases will continue in existence as long as oil and gas are produced on the
related properties. The duration of the Australian concessions in which the
Company owns interests is discussed generally in the following section.
Australian Properties
A significant portion of the Company's oil and gas properties consist of ORRI
under concessions that explore for oil and natural gas granted by the State
of Queensland, Australia. Each of these concessions, called an Authority to
Prospect ("ATP"), has a term of four years. The area covered by an ATP is
reduced by relinquishment of approximately one-fourth of the area at the
start of the third year of its effectiveness and an additional one-fourth of
the original area at the start of the fourth year of its effectiveness. The
area to be relinquished is chosen by the holder of the ATP. An ATP does not
require that any specific work, such as drilling or geological or geophysical
work, be performed by the holder, but does require that the holder prospect
continuously and expend a specified minimum sum over the term of the ATP for
such prospecting efforts. Applications for renewal may be filed at the time
of expiration of an ATP.
The Company has 1,667,946 net royalty acres under 23,449,800 gross surface
acres in Australia. Each of these Australian interests held by the Company
is in the form of an ORRI, with the exception of ATP 538, 554, and 615, which
are concessions in which the Company holds a WI. These WI concessions cover
17,500,000 acres. ORRI entail no expenditures by the Company for exploration
or drilling expenses.
Oil revenues from Australia totalled $131,045 from ATP 267P and ATP 299P
during 1995. Transportation costs to market the crude oil totalled $67,755.
Reserves
The majority of the Company's reserves are in overriding royalty and royalty
interests on which data is not available for reserve estimates. If estimates
or proved reserves were prepared for the Company's royalty and overriding
royalty interests, the ORRI under ATP 299P in Australia would account for the
majority of the Company's proved oil reserves attributable to these
interests. The ATP 299P working interest holders have not supplied the
Company with information deemed necessary for meaningful reserve
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<PAGE>
calculations. Most of the Company's domestic royalty interests are small,
and the Company is of the opinion that obtaining information necessary for
meaningful reserve calculations would involve unreasonable effort or expense.
Oil production attributable to the Company's royalty and overriding royalty
interests provided approximately 95% of the Company's production income
during the fiscal year ended December 31, 1995.
Since the Company's working interests provide such a small percentage (5%) of
the Company's total oil and gas income, it was determined that unreasonable
effort and expense would be required to prepare a reserve report on these
interests. Therefore, the 1994 reserve estimates were rolled forward to 1995
without additional analysis. See "Supplementary Data for Reserves of Oil and
Gas" under Item 8. Financial Statements and Supplementary Data.
No estimates of total proved oil or gas reserves were filed by the Company
with, or included in reports to, any federal authority or agency other than
the Securities and Exchange Commission since the beginning of the Company's
last fiscal year.
Average Sales Price and Production Costs
The following table sets forth the average sales price per unit of
production. Sales prices are based on market prices determined at the point
of delivery from the producing unit. Production or severance taxes have not
been deducted in determining the average sales price, but rather are included
as part of production costs. No sales prices of gas are shown for Australia
because the Company had no production of gas in Australia during the relevant
reporting periods. The average production (lifting) costs per unit of
production are not presented because the majority of the Company's interests
are royalties and overriding royalties, which entail no deductions for
lifting costs. Additionally, the operators of the Company's working
interests have not provided the Company with information concerning
production (lifting) costs. The Company's working interests are small, and
the Company is of the opinion that obtaining information necessary for
disclosure of production (lifting) costs would involve unreasonable effort or
expense.
United States Australia
Average Sales Price Average Sales Price
Fiscal Year Ended Oil Gas Oil
December 31, 1995 $16.30 $ 1.29 $US18.09
December 31, 1994 $14.71 $ 1.34 $US18.30
December 31, 1993 $16.01 $ 1.35 $US18.49
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<PAGE>
WORKING INTERESTS - DOMESTIC
Productive Wells and Developed Acreage
In 1994 the Company acquired working interests in eight oil and gas leases
with twelve wells located in Eastland, Callahan and Coleman counties of
Texas. Three additional wells have been drilled on these leases. During
1995 the Company converted six of these working interests to either an
override or carried working interest status. Each lease is held by
production with developmental potential. A drilling program has been planned
on each of these leases. The first lease to be funded was drilled in
December 1995. Subsequent to year end two wells were completed as producers
building additional production. GTRO has a 5% carried working interest in
these new wells which are producing approximately 20 barrels per day.
Additional drilling on this lease is planned for May 1996.
Revenues from these leases are currently marginal; however, as new wells are
added to each of these leases, revenues will increase, especially since these
interests do not pay any of the drilling, completion and monthly expenses.
Subsequent to the end of the 1995 fiscal year, oil and gas prices increased
which will aid in the funding of the drilling programs planned on these
leases.
Non-Productive Acreage
GTRO holds a 30% interest in approximately 13,000 acres of long-term leases
located in the Overthrust Belt in Arizona. The primary prospect in this
lease play, the Cochise Overthrust Prospect, has 3,500 feet of closure. A
structure of this size would rank among the top oil and gas structures in the
United States, if found productive. GTRO etal. is planning to farm out the
working interest to someone interested in the drilling of this giant
structure with a view to recapture all out of pocket expenses and retain an
override.
WORKING INTERESTS - AUSTRALIA
On October 1, 1995, Oil Seeps Inc. ("Oil Seeps") was awarded a 12,900,000
acre oil and gas concession - ATP 615. GTRO owns 20% of Oil Seeps and
participated with a group through Oil Seeps to apply for this concession.
Subsequent to the end of the fiscal year, a letter of intent was signed where
GTRO and its partners will retain an override and make a profit on the sale.
GTRO's part will be a 1% override and approximately $15,000 cash profit on
the sale.
The table below sets forth the undeveloped acreage in Australia in which the
Company held WI as of December 31, 1995. Working interests are acquired by
the Company with a plan to farm out operations while retaining overriding
royalty or carried working interests where feasible.
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<PAGE>
GTRO's Net
Gross Working WI
Area Acres Interest Acres
538 3,440,000 7.5% 258,000
554 1,160,000 7.5% 87,000
615 12,900,000 20.0% 2,580,000
ROYALTY AND OVERRIDING ROYALTY INTERESTS - DOMESTIC
See (d) Oil and Gas Properties - General.
OVERRIDING ROYALTY INTERESTS - AUSTRALIA
The following table sets forth the name of each Australian concession in
which the Company had an ORRI as of December 31, 1995 and upon which
productive wells had been drilled, the percentage interest of the Company
therein, the number of such wells, the gross acreage of each concession, and
the net royalty acres held in each concession.
GTRO's Net
Area & Gross Royalty Royalty
No. of Wells Acres Interest Acres
267 - 21 oil wells 744,000 0.46709% 27,800
299 - 30 oil wells 861,000 1.46307% 100,776
The following table sets forth the undeveloped acreage in which the Company
had ORRI's in Australia as of December 31, 1995. The Company had no royalty
or ORRI's in undeveloped acreage in the United States as of December 31,
1995.
GTRO's Net
Gross Royalty Royalty
Area Acres Interest Acres
166 662,000 0.301% 15,900
261 151,000 0.500% 6,040
333 95,800 0.200% 1,530
415 932,000 1.463% 109,000
538 3,440,000 0.623% 172,000
542 3,030,000 1.200% 291,000
543 2,340,000 0.500% 93,600
550 704,000 0.500% 28,200
560 1,080,000 0.800% 69,100
582 9,410,000 1.000% 753,000
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<PAGE>
The total of the producing and non-producing acreage in Australia under which
GTRO holds interests is 1,667,946 net royalty acres under 23,449,800 gross
surface acres.
Present Activities - ORRI
The most notable news occurring in 1995 on GTRO's Australian overrides was
the Tarbat #2 testing 2,700 barrels of oil per day on ATP 299. GTRO has a
1.463% of gross production interest in this lease, less transportation costs.
The addition of the Tarbat #2 well increases the total number of wells on ATP
299 to thirty wells in eleven different oil fields. Each oil field has
numerous undrilled locations, causing a tremendous upside potential for the
further development of ATP 299.
Three additional wells have been announced for drilling on ATP 299, Bingil
#1, Milkaree #1 and Teebala #1. These wells are to be drilled on separate
structures from the eleven oil fields previously mentioned.
Other drilling plans include: two wells on ATP 267P, as many as ten wells on
ATP 543, one well on ATP 542, one well on ATP 560, and one or more wells on
ATP 582. Australian activity has been on the increase since the last
quarter of 1995. It is difficult for operators to initiate drilling programs
during the rainy season which normally ends in March.
A key note to understand is that there have been less than 7,000 wells
drilled in the entire country of Australia, which is basically the same size
as the continental United States. Current technology coupled with better
understanding of the geology has led to substantial discoveries both onshore
and offshore of Australian.
The Company's override position has primarily been focused on the Eromanga
Basin. This basin has the very prolific Exxon-Santos producing block. The
Exxon-Santos block produces approximately $700 million worth of oil and gas
per year, and contains about one billion barrels equivalent estimated
remaining proved and recoverable reserves. This huge production is the
enticement that has attracted operators to the Eromanga Basin.
(e) Office Facilities
Until September 1, 1995, the Company's offices were located at 1301 Avenue M,
Cisco, Texas. These offices were leased from U. S. Representatives for
$975.00 per month. The Company's corporate office is now located at 8504
Sonoma Valley N.E., Albuquerque, New Mexico 87122, and is provided by Kenneth
Owens, Chairman of the Board and President. In addition, the Company's
subsidiaries, OCR and Transcon, have offices in Zapata, Texas, also provided
by Mr. Owens. Rent in the amount of $5,725 was paid to Kenneth Owens in 1995
for these facilities. The Company also maintains an office at 104 Oak
Street, Springtown, Texas 76082, which handles the stock transfer agent
duties for the Company, plus houses computers and other equipment used for
maintaining the mailing lists, printing envelopes etc. Karen Lee, Director
of the Company, is paid $300 per month for these facilities.
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<PAGE>
(f) Other Properties/Assets
The Company owns various portfolio securities. For a description thereof,
see Note 4 to the Consolidated Financial Statements included herein under
Item 8.
Item 3. Legal Proceedings
As of March 11, 1996, there were no material legal proceedings to which the
Company or any of its subsidiaries was a party or of which any of their
properties was the subject.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART III
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The only class of common equity security authorized by the Company's Articles
of Incorporation, as amended, is the Company's Common Stock, $.001 par value.
The Company's Common Stock is traded in the over-the-counter market. The
range of high and low bid quotations for each quarter during the last two
fiscal years, as quoted in the National Association of Securities Dealers'
Automatic Quotation ("NASDAQ") System under the symbol "GTRO", is set out in
the table that follows. These quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission and may not necessarily
represent actual transactions.
Year Ended December 31, 1995 Year Ended December 31, 1994
High Low High Low
1st Quarter 1 1/8 7/8 1st Quarter 1 3/16 7/8
2nd Quarter 15/16 1/2 2nd Quarter 1 1/32 11/16
3rd Quarter* 2 7/8 1 7/8 3rd Quarter 1 11/16
4th Quarter* 3 3/16 2 11/16 4th Quarter 1 9/16
*after 1-for-2.5 reverse split
As of March 11, 1996, there were approximately 8,171 holders of record of the
Company's Common Stock, plus an undetermined number of stockholders who hold
their stock in street name.
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<PAGE>
Dividends
The Company has not paid cash dividends on its Common Stock and does not
anticipate the payment of cash dividends in the foreseeable future. Payment
of future cash dividends will be within the discretion of the Company's Board
of Directors and will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company. The
Company paid a 5% stock dividend to stockholders of record each year from
1983 through 1990. The payment of future stock dividends will be within the
discretion of the Board of Directors.
Item 6. Selected Financial Data
Years Ended December 31
1995 1994 1993 1992 1991
Operating
revenues $2,676,204 $2,471,196 $1,776,810 $ 585,032 $ 192,360
Income (loss)
from oper-
ations $ 636,594 $ 548,593 $ 179,410 $(194,192) $(148,212)
Income (loss
from oper-
ations per
share (1) $ .16 $ .15 $ .06 $ (.08) $ (.25)
Total assets $6,156,025 $4,984,665 $4,021,449 $2,891,343 $1,258,964
Long-term
debt $ 19,486 $ 5,991 $ - $ - $ -
(1) Per shares amounts have been restated to reflect the 1-for-20 reverse
split in 1993 and the 1-for-2.5 reverse split in 1995.
NOTE: The Transcon acquisition was accounted for by the pooling of interests
method. Columns for 1992-1994 have been adjusted to include the activities
and assets of Transcon for those periods on a pooling basis.
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<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General Discussion
The fiscal year ended December 31, 1995 marked the first full year of
Transcon Energy's operations under GTRO as a wholly owned subsidiary. The
results are exceptional. Revenues from the south Texas operations allowed
GTRO to expand into other areas to further build assets and revenues. During
the first quarter of 1995 the Company purchased tire shredding equipment and
leased it to Southwest Tire Processors. The equipment is second to none in
size in the southwest United States handling tires up to 7,000 pounds. Another
key factor in attracting GTRO toward involvment with Southwest Tire Processors
is that they are the only permitted facility within the state of New Mexico.
Rental revenues from this equipment for GTRO were $593,818. GTRO's total
investment in the tire shredding equipment was $488,300.
Another major investment was the purchase of more than 10,000 acres of land in
the Ruidoso area of New Mexico. The purchase of this acreage was approximately
$500,000. During the fourth quarter, two forty acre tracts were sold which
generated $83,600 in profits for the Company.
Expanding the south Texas service operation also occurred during the year. OCR
Investments, a wholly owned subsidiary of the Company, built a new facility in
a prime location to accommodate additional formation water generated in the
area. This new disposal went on line during October 1995 building revenues each
month. The cost of construction of this facility was about $125,000.
The outlook for each of the Company's market segments is exciting for 1996. Oil
and gas prices have climbed significantly during the first quarter of 1996,
which has caused an increase in production and drilling activity in the deep gas
fields of south Texas where the Company's subsidiaries are located. Disposal
fees are up, rig service fees are increasing, and fresh water sales have also
increased dramatically.
It is important to note the financial statements accompanying this report are
consolidated with Transcon and OCR and are combined for all periods presented.
Pooling of interests is the accounting reporting procedure used in the
acquisition of Transcon. This type of reporting procedure requires the
registrant to report the financial statements on a consolidated basis for the
past three years on the income statement and two years on the balance sheet.
GTRO acquired Transcon on August 1, 1994.
Assets
Total assets grew $1,171,360, representing a 23% growth. Total assets on
December 31, 1995 were $6,156,025 compared to $4,984,665 on December 31, 1994.
This increase in assets is primarily attributable to the increase in property
and equipment (Apache Ranch and tire shredder equipment). In addition to these
two major acquisitions, the Company acquired another disposal site in south
Texas and increased its ownership in Jim Wells SWD, Inc. to 100%. It is
important to note that GTRO and its subsidiaries made each of these acquisitions
without incurring debt; as of year end they were fully paid and no debt was
outstanding on these newly acquired assets. Each of these projects were either
funded with the issuance of stock or with cash from the south Texas operations.
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<PAGE>
Current liabilities amounted to $451,799 on December 31, 1995, of which $300,359
is deferred income taxes. GTRO has a carried forward tax loss which eliminates
this tax liability. Accounting reporting procedures require the presentation
of the tax liability as if tax was payable. Under other assets $363,454 is
listed as a deferred federal tax asset.
The allocation of the $101,094 accounts payable is $31,703 from Transcon,
$14,495 from OCR, $2,029 from Jim Wells and $49,463 from GTRO's general account.
Transcon, OCR and Jim Wells accounts payable are related to their normal
operations. Of the $49,463 on GTRO's general account, $35,000 was incurred on
the purchase of the Company's stock.
The ratio of current assets to current liabilities represents GTRO's liquidity
ratio. The liquidity ratio was 5.92:1 on December 31, 1995, 9.52:1 on December
31, 1994, and 2.56:1 on December 31, 1993. The decline in the Company's
liquidity ratio is directly related to current liabilities increasing due to the
addition of $300,359 in deferred income taxes. A significant portion of the
current assets is the Transcon accounts receivable. It is not uncommon for
receivables to be high when providing services to energy companies. A major
part of these receivables are from one customer. This customer has always paid
on a 90 to a 120 day paying cycle.
On December 31, 1995, GTRO's stockholders' equity was $5,631,845 which further
illustrates the liquidity and financial soundness of GTRO, as the total assets
are $6,156,025. Stockholders' equity was $1.47 per share on December 31, 1995
compared to $1.27 per share on December 31, 1994. GTRO plans to continue the
policy of making acquisitions without incurring bank debt. The cash flow is
expected to fulfill the obligations planned for 1996.
Revenues
Record revenues were reported for 1995 reaching $2,676,204 which is up $205,008
over the previous year and $899,394 over the year ended December 31, 1993. The
most significant change in revenues came from the rental of certain tire
shredding equipment to Southwest Tire Processors. Revenues of $593,818 were
reported from this lease agreement.
Disposal fees from each of the Company's south Texas subsidiaries were
$1,415,025 from Transcon, $352,486 from OCR and $22,353 from Jim Wells for a
total of $1,789,864. Revenues from the south Texas operations began to improve
during the end of the fourth quarter. The record winter weather for the United
States has caused a demand for natural gas which has increased gas prices,
causing production and drilling to increase in the south Texas area where GTRO's
subsidiaries operate. Subsequent to year end, record disposal fees were being
recorded as well as fresh water sales being up dramatically for new wells being
drilled.
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<PAGE>
The Company continues to play an active role in Australia as it was a part of
a group that was awarded a 12,900,000 acre oil and gas concession in western
Queensland. GTRO holds a 20% interest in this area. Subsequent to year end a
contract was signed selling all of the working interest and retaining a 1%
override for GTRO, plus making a profit of approximately $15,000 on the sale.
Revenues from the Company's Australian production totaled $131,045 for the year
ended December 31, 1995 which was approximately the same as the previous year
($131,034). In October 1995 a new well was discovered on ATP 299 which tested
2,700 barrels of oil per day. Production from this well should enhance revenues
from ATP 299 during 1996. GTRO holds a 1.463% override under this 861,000 acre
concession.
Several wells are planned for drilling on the Company's Australian overrides in
1996. For more information see Present Activities - ORRI on page 11.
Domestic oil income declined during 1995 to $79,775 as oil prices remained in
the mid-teens during most of the year. Subsequent to year end, oil prices began
to climb which will have an effect on the 1996 oil revenues generated from the
Company's domestic overrides. Drilling programs are planned on certain
properties in which the Company now holds carried working interests. Successful
drilling on these properties will also be beneficial to the Company's domestic
oil revenues.
Operating Expenses
Most expense categories declined in 1995 as reflected in total operating
expenses being $1,086,515 compared to $1,479,685 in 1994. Management fees were
not taken during 1995 as agreed in the acquisition agreement with Transcon and
OCR. Three categories did increase in 1995 which were all related to expanding
and improving the Company's operation. These categories were depreciation,
depletion and amortization, personnel costs and repairs and maintenance.
Management plans to continue to seek methods to streamline its costs without
hampering service to its clients in the south Texas operations, or its
corporate obligations to the investment community.
Net Income
Net income before taxes was $1,139,029 in 1995 compared to $292,806 for 1994 and
$235,129 for 1993. This growth represents a 389% increase over 1994 and a 484%
increase over 1993. On a per share basis the net income before taxes is 29
cents per share for 1995 and 8 cents per share for 1994. Management is very
pleased to report these net income figures and this record growth.
Net income for 1995 was $636,594 which is net after a tax expense of $451,655,
when in fact the Company does not have a federal tax liability due to its
carried forward federal tax loss. In 1994 the net income of $592,835 was
actually enhanced by a tax credit of $357,798 which was a one time adjustment
after the acquisition of Transcon Energy.
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<PAGE>
Management is very pleased with 1995 and looks forward to 1996 with excitement
as GTRO seeks additional projects to further build revenues which complement the
Company's existing operations.
Item 8. Financial Statements and Supplementary Data
The following financial statement information for Golden Triangle Royalty & Oil,
Inc. and subsidiaries is set forth below.
- Report of Independent Certified Public Accountant
- Consolidated Balance Sheets
- Consolidated Statements of Operations
- Consolidated Statements of Changes in Shareholders'Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
- Supplementary Data - Reserves of Oil and Gas
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<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Board of Directors
Golden Triangle Royalty & Oil, Inc.
Albuquerque, New Mexico
We have audited the accompanying consolidated balance sheets of Golden Triangle
Royalty & Oil, Inc. and Subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, changes in shareholders' equity
and cash flows for each of the three years ended December 31, 1995, 1994 and
1993. 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 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden Triangle Royalty & Oil,
Inc. and Subsidiaries at December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years ended December 31,
1995, 1994 and 1993 in conformity with generally accepted accounting principles.
/s/ ROBERT EARLY & COMPANY, P.C.
Robert Early & Company, P.C.
Abilene, Texas
March 15, 1996
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<PAGE>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
CONSOLIDATED BALANCE SHEET
December 31
1995 1994
ASSETS
CURRENT ASSETS
Cash $ 86,255 $ 236,235
Accounts receivable - trade 958,436 600,505
Accounts receivable - related parties 92,997 -
Accounts and notes receivable - other 3,888 150,629
Investments 5,427 10,644
Prepaid expenses 61,150 50,000
Total Current Assets 1,208,153 1,048,013
PROPERTY AND EQUIPMENT
Oil and gas properties (full cost method)
Proven 2,368,896 2,281,418
Unproven 405,107 510,418
Production equipment 1,959,525 863,197
Office furniture and equipment 40,681 210,534
Equipment under capital lease - 20,082
Well leasehold and water rights 259,872 200,000
Land 532,454 118,958
Accumulated depreciation, depletion and
amortization (1,099,991) (929,381)
Net Property and Equipment 4,466,544 3,275,226
OTHER ASSETS
Restricted cash 580 5,156
Investment in subsidiary 5,000 84,262
Accounts and notes receivable - long term 82,470 2,932
Printing supplies inventory (at cost) - 13,422
Prepaid services - 50,000
Goodwill (net of amortization) 29,824 14,536
Deferred federal tax assets 363,454 491,118
Total Other Assets 481,328 661,426
TOTAL ASSETS $6,156,025 $4,984,665
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 101,094 $ 26,734
Accrued expenses 23,167 15,281
Accrued income taxes 21,743 21,400
Notes payable - related parties - 16,997
Deferred income taxes - current 300,359 22,247
Note payable - current portion 5,436 -
Capital lease liability - 13,205
TOTAL CURRENT LIABILITIES 451,799 115,864
Note payable (net of current portion) 19,486 -
Deferred income taxes - non-current 52,895 7,075
TOTAL LIABILITIES 524,180 122,939
STOCKHOLDERS' EQUITY
Common stock, $.001 par (100,000,000
authorized 3,832,967 and 3,832,967
shares outstanding) 3,833 3,833
Stock subscribed (115,600 shares) 195,320 -
Paid-in capital 6,938,200 6,923,200
Treasury stock (26,701 shares) (71,780) -
Unrealized gain/(loss) on securities
held for sale (5,015) -
Accumulated deficit (1,428,713) (2,065,307)
Net Stockholders' Equity 5,631,845 4,861,726
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $6,156,025 $4,984,665
The accompanying notes are an integral part of these financial statements.
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<PAGE>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31
1995 1994 1993
OPERATING REVENUES
Disposal fees & service
revenues $1,789,864 $2,161,614 $1,538,634
Oil and gas production 210,820 237,119 230,100
Rental income 593,818 - -
Other income 1,657 4,151 8,076
Gain on sale of assets 80,045 68,312 -
Total Operating Revenues 2,676,204 2,471,196 1,776,810
COSTS OF REVENUES
Australian marketing costs 67,755 68,052 46,994
Production expenses and taxes 10,238 13,714 15,210
Contract services 68,498 227,534 235,988
Direct materials and supplies 167,305 170,562 171,613
Lease cost 80,738 66,299 42,391
Utilities 52,170 41,814 20,806
Total Costs of Revenues 446,704 587,975 533,002
GROSS PROFIT 2,229,500 1,883,221 1,243,808
OPERATING EXPENSES
Depreciation, depletion and
amortization 275,126 185,896 142,512
Personnel costs 288,112 222,092 168,058
Management fees - 617,427 406,758
Directors' fees 5,000 20,000 50,000
Professional fees 68,366 69,544 48,273
Ranch operations 53,339 - -
Advertising and promotion 130,798 189,990 40,605
Stockholder relations 29,358 53,117 32,867
Repairs and maintenance 87,349 47,051 39,590
Other expenses 97,750 129,138 50,709
Rent 22,375 18,618 20,475
Taxes 27,361 26,812 18,029
Bad debts 1,581 - 2,333
Total Operating Expenses 1,086,515 1,579,685 1,020,209
INCOME FROM OPERATIONS 1,142,985 303,536 223,599
OTHER INCOME (EXPENSES)
Interest and dividend income 1,823 4,804 8,767
Equity in subsidiaries' income (12,077) 4,262 -
Unrealized gains (losses) on
marketable securities - (2,854) (56,257)
Gain (loss) on sale of securities (199) (31,014) 36,533
Stock transfer fees 21,095 16,530 36,422
Interest expense (14,598) (2,458) (13,747)
Foreign exchange gain (loss) - - (188)
INCOME BEFORE INCOME TAXES 1,139,029 292,806 235,129
Australian income taxes 20,200 19,547 27,926
Current income tax expense 30,580 82,464 5,635
Deferred income tax expense 451,655 (357,798) 22,158
NET INCOME $ 636,594 $ 548,593 $ 179,410
Weighted Average Shares
Outstanding 3,880,521 3,627,416 2,985,791
INCOME PER SHARE $ 0.16 $ 0.15 $ 0.06
The accompanying notes are an integral part of these financial statements.
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<PAGE>
<TABLE>
Statement of Changes in Stockholders' Equity
<CAPTION>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu- Unrealized
Common Stock Stock Subscribed Paid in Treasury Stock lated Deferred Gains
Shares Amount Shares Amount Capital Shares Amount Deficit Services (Losses)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at 12-31-92 3,152,634 $3,152 - - $5,433,285 - $ - $(2,872,451) $ - $ -
Issued for cash 433,824 434 349,866
Issued for acquisition of OCR 316,949 317 257,204 79,142
Issued for directors' fees 37,539 38 49,962
Issued for accrued salary 133,334 133 47,867
Issued for royalty interests 82,676 83 61,025
Options issued for deferred
services 46,200 (46,200)
Proceeds from short-swing
profits 3,166
Net income for year - 179,410
Balances at 12-31-93 4,156,956 4,157 - - 6,248,575 - - (2,613,899) (46,200) -
Issued for cash 756,400 756 429,824
Purchase of small position
stock (3,889) (4) (3,496)
Issued for royalty interests 458,100 458 199,961
Issued for acquisition of
Transcon Energy 4,148,148 4,148 (4,148)
Issued for services 60,000 60 46,742
Net income for year 548,593 46,200
Balances at 12-31-94 9,575,715 9,575 - - 6,917,458 - - (2,065,306) - -
Effect of 1-for-2.5 reverse
stock split (5,742,748) (5,742) 5,742
Proceeds from short-swing
profit 15,000
Subscribed by related parties
for:
Disposal site & equipment 99,600 175,320
1/2 of Jim Wells SWD 16,000 20,000
Purchases 17,375 53,620
Accepted for fixed assets 11,323 23,000
Issued in promotional efforts (1,997) (4,840)
Net income for year 636,594 - (5,015)
Balances at 12-31-95 3,832,967 $3,833 115,600 $195,320 $6,938,200 26,701 $71,780 $(1,428,712) $ - $(5,015)
The accompanying notes are an integral part of these financial statements.
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<PAGE>
</TABLE>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 636,594 $ 548,593 $ 179,410
Adjustments to reconcile
net income to net cash provided
by operating activities:
Depreciation, depletion and
amortization 325,126 235,896 142,512
(Gain) loss on sale of assets (79,846) (37,298) (36,533)
Directors' stock compensation - 8,000 50,000
Payroll paid with stock - - 48,000
Unrealized losses (gains) on
marketable securities - 2,854 56,257
Equity in subsidiary's income 12,077 (4,262) -
Deferred income taxes 451,596 (357,798) 22,158
(Increase) decrease in:
Accounts receivable (205,951) (250,845) (332,748)
Inventories 13,422 (5,767) (3,458)
Prepaid expenses - 5,480 (155,480)
Restricted cash 4,576 12,728 (14,560)
Increase (decrease) in:
Trade accounts payable 74,360 (15,466) (9,584)
Accrued interest payable - - (5,359)
Accrued expenses 8,229 27,666 8,140
Amounts due to/from related
parties (109,994) (338,446) 269,822
NET CASH PROVIDED/(USED) BY
OPERATING ACTIVITIES 1,130,189 (168,665) 218,577
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and
equipment (1,294,837) (626,220) (136,517)
Purchase of marketable
securities - (23,517) (1,800)
Loan payments received 223 - -
Cash from purchase of Jim Wells
& OCR 658 - 7,196
Investment in unconsolidated
subsidiary (5,000) - -
Proceeds from sale of assets 40,850 160,603 70,483
NET CASH PROVIDED/(USED) BY
INVESTING ACTIVITIES (1,258,106) (489,134) (60,638)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuing common
stock - 430,580 350,300
Proceeds from short-swing
profits 15,000 - 3,166
Purchase of small position
and treasury stock (48,780) (3,500) -
Advances from related parties 181,000 - -
Repayment of advances from
related parties (181,000) - (51,727)
Proceeds from notes payable 24,922 - -
Repayment of notes and lease
payables (13,205) - (135,000)
NET CASH PROVIDED/(USED) BY
FINANCING ACTIVITIES (22,063) 427,080 166,739
NET INCREASE/(DECREASE) IN CASH (149,980) (230,719) 324,678
CASH - BEGINNING OF YEAR 236,235 466,954 142,276
CASH - END OF YEAR $ 86,255 $ 236,235 $ 466,954
The accompanying notes are an integral part of these financial statements.
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<PAGE>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
GENERAL INFORMATION
Golden Triangle Royalty & Oil, Inc. and its subsidiaries (the Company) are
engaged in the businesses of disposing of waste salt water which is produced
along with oil and gas, providing fresh water and related services to
drilling rigs, and ownership of passive (primarily royalty) interests in oil
and gas production. The principal business is salt water disposal. Salt
water is produced along with oil and gas and is required to be re-injected
back into underground formations or otherwise disposed of as a regulated
waste product. The Company has six disposal facilities in operation at the
end of 1995. The fresh water and related services portion includes laying
supply lines to drilling sites and sales of fresh water for drilling
purposes. Both of these businesses are generally located in an area south of
Laredo, Texas.
The passive oil and gas interests consist of U.S. and Australian properties
in approximately equal revenues. The bulk of the oil and gas asset base is
located in Australia.
During 1995, the Company purchased a tire shredding machine and leased it to
a tire disposal company in New Mexico. Management has not determined the
extent of additional involvement in this industry at this time.
In the Zapata, Texas area, the Company constructed a new disposal facility,
acquired an existing facility, and purchased the remaining one-half of its
50% owned subsidiary, Jim Wells Salt Water Disposal, Inc. In New Mexico, the
Company finalized its purchase of a ranch and acquired another smaller ranch
which gives the Company control over deeded land and permanent grazing rights
for land in excess of 10,000 acres. Additionally, the Company moved its
administrative offices to Albuquerque, New Mexico.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of the Company conform with generally
accepted accounting principles and to general practices within the oil and
gas industry for that portion of its business. Policies and practices which
materially affect the determination of financial condition, changes in
position, and results of operations are summarized as follows:
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<PAGE>
Principles of Consolidation. The consolidated financial statements include
the accounts of Golden Triangle Royalty & Oil, Inc. and its subsidiaries.
All significant intercompany balances and transactions have been eliminated.
The Company's subsidiaries at December 31, 1995 are Golden Triangle Coal &
Mining, Inc., Golden Triangle Oil & Minerals, Inc. of Australia, Houston Oil
& Energy, Inc., OCR Investments, Inc. (OCR), Transcon Energy Corporation
(Transcon), Jim Wells Salt Water Disposal, Inc. (Jim Wells), and Apache
Ranch, Inc. (wholly owned by Transcon). For purposes of these notes, these
are collectively referred to as the Company.
Investment in Unconsolidated Subsidiaries. Investments in unconsolidated
subsidiaries in which the Company has an ownership interest of 20% to 50%, or
otherwise exercises significant influence, are carried at cost, adjusted for
the Company's proportionate share of the subsidiary's undistributed earnings
and losses. Jim Wells was owned 50% through September 1995 and Oil Seeps,
Inc. (20%) was the only investment of this type at December 31, 1995.
Investment in Marketable Securities. During 1995, the Company implemented
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt & Equity Securities." Accordingly, marketable securities
have been classified as available for sale. These investments are carried at
the lower of cost or market at the balance sheet date. Unrealized gains and
losses are determined by aggregating all marketable securities.
Property and Equipment. The Company follows the full cost method of
accounting for oil and gas producing activities and, accordingly, capitalizes
all costs incurred in the acquisition, exploration, and development of proved
oil and gas properties, including the costs of abandoned properties, dry
holes, geophysical costs, and annual rentals. Costs are recorded in cost
centers on a country-by-country basis. In general, sales or other
dispositions of oil and gas properties are accounted for as adjustments to
capitalized costs, with no gain or loss recorded.
Depletion and amortization for each cost center is computed on a composite
unit-of-production method based on estimated proved reserves attributable to
the respective cost center. All costs associated with oil and gas properties
are currently included in the base for computation and amortization. Such
costs include all acquisition, exploration and development costs. The
Company's proved reserves related to working interests were estimated by a
petroleum engineer who is not independent with respect to the Company at
December 1993 and 1994. Those reserve estimates were rolled forward to
December 1995 without additional analysis. All of the Company's producing
working interests are located within the United States. Depletion totalled
$53,927 for 1995.
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<PAGE>
Depreciation is computed on the straight-line method over the estimated
useful lives of the assets. Useful lives are 10 years for tanks and ramps,
7 years for equipment, and 5 years for electronic equipment. Depreciation
totalled $204,532 for 1995.
Gains or losses on sales of property and equipment other than oil and gas
properties are recognized as part of operations. Expenditures for renewals
and improvements are capitalized, while expenditures for maintenance and
repairs are charged to operations as incurred.
Intangible Assets and Amortization. Intangible assets consist of disposal
well leasehold, goodwill, and water rights. Goodwill and water rights are
being amortized on a 10 year straight line basis. Well leasehold is being
amortized on a 15 year straight line basis. Expense for these items is
included with depreciation and depletion for presentation purposes.
Amortization of well leasehold and water rights is included with accumulated
depreciation and depletion for balance sheet presentation.
Income Taxes. The Company files a consolidated Federal income tax return.
Currently Texas does not accept consolidated reporting and the Company has
elected to file separate returns in New Mexico only for the entities required
to file there. As such each entity may incur state tax liabilities based on
its separate income or capital structure. Investment tax credits are
accounted for by the flow-through method under which benefits are recognized
in the year taxes are actually reduced. Foreign income taxes are deducted as
an expense when incurred.
Common Stock Data. Per share data has been computed on the weighted average
number of common stock shares outstanding each period. Due to a 1-for-2.5
reverse stock split during 1995, stock data for the prior years has been
restated to present information on a consistent basis.
Cash Flows. The Company considers cash and investments in a cash management
account to be cash equivalents for purposes of preparing its Statements of
Cash Flows.
Environmental Issues. The Company's salt water disposal business is in a
regulated environmental industry and is operated under permits from the Texas
Natural Resource Conservation Commission, and the Texas Railroad Commission.
Failure to comply with regulations could result in interruption or
termination of the operations. Additionally, upon cessation of use, the
wells will require plugging and site cleanup. Costs of voluntary termination
and remediation have been estimated to be insignificant and are expected to
be recorded as incurred.
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<PAGE>
New Accounting Pronouncements. Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of" (SFAS 121) issued by the Financial Accounting
Standards Board (FASB) is effective for financial statements for fiscal years
beginning after December 15, 1995. The new standard establishes new
guidelines regarding when impairment losses on long-lived assets, which
include plant and equipment, and certain identifiable intangible assets,
should be recognized and how impairment losses should be measured. The
Company does not expect adoption to have a material effect on its financial
position or results of operations.
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (SFAS 123) issued by the FASB is effective for specific
transactions entered into after December 15, 1995 while the disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard
establishes a fair value method of accounting for stock-based compensation
plans and for transactions in which an entity acquires goods or services from
non-employees in exchange for equity instruments. The Company does not
expect adoption to have a material effect on its financial position or
results of operations. At the present time, the Company has not determined
if it will change its accounting policy for stock-based compensation or only
provide the required financial statement disclosures. As such, the impact on
the Company's financial position and results of operations is currently
unknown.
Advertising Costs. All advertising costs are expensed as incurred except as
discussed in Note 5.
Stock Transfer Fees. During 1993, the Company elected to be its own stock
transfer agent.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, the 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.
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<PAGE>
NOTE 2: ACQUISITION OF SUBSIDIARIES AND EQUITY METHOD INVESTEES
Effective August 1, 1994, the Company acquired 100% of the outstanding shares
of Transcon in exchange for 4,148,148 shares of the Company's stock. This
acquisition was accounted for using the pooling of interests method of
reporting acquisitions and operations. In accordance with this method of
accounting, the financial statements for all periods prior to the combination
were restated to reflect the combined operations. Assets and liabilities of
Transcon at the time of acquisition were included at book value rather than
at fair value.
In September 1993, the Company acquired all of the outstanding stock of OCR
in exchange for 316,949 shares of the Company's stock. This transaction did
not qualify for the pooling method and was accounted for under the purchase
method of accounting. The purchase method requires the allocation of the
purchase price to the individual assets of the entity being acquired. The
acquisition was made effective February 1, 1993 and OCR has been included in
the consolidated financial statements since that time.
Both of these companies are in the business of disposing of salt water for
oil and gas producers. Transcon currently owns four disposal facilities and
OCR currently owns two. Transcon also provides drilling rig services in the
form of delivery of drilling water through pipelines laid to the rig or
through delivery of water into trucks.
Effective November 1, 1994, GTRO purchased one-half of the outstanding stock
of Jim Wells (see additional discussion at Note 11) for $80,000.
Additionally, $10,647 was paid to purchase one-half of the outstanding
accounts receivable of Jim Wells at October 31, 1994. This investment was
accounted for using the equity method for investments. Under this method,
the Company records its share of the net income or loss as a separate item.
The Company's investment is adjusted correspondingly for its share of income
or loss.
In October 1995, the Company purchased the other half of Jim Wells with an
agreement to issue stock and it became a wholly owned subsidiary (see also
Note 11). Because of this, 1995 includes a mix in its accounting for Jim
Wells. The first three quarters are included under the equity method as
described above and the fourth quarter is fully consolidated.
GTRO's investment in Jim Wells at acquisition exceeded the book value by
$67,012. This excess was allocated $50,000 to fixed assets and $17,012 to
goodwill. Leasehold is being amortized on a seven year straight line basis.
Goodwill is being amortized on a ten year straight line basis. The
acquisition of the second half has been recorded as a purchase also. Excess
cost over book value is $13,231 which has been allocated to fixed assets and
goodwill.
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<PAGE>
Oil Seeps, Inc. obtained a new authorization to prospect in Queensland,
Australia during 1995. The Company invested $5,000 for a 20% ownership
interest in this venture when it was applying for the prospect. A previous
similar venture entered into during 1994 was Cooper Eromanga Inc. The
prospect in Oil Seeps, Inc. has been sold subsequent to year end at a gain
for the Company.
NOTE 3: ACCOUNTS RECEIVABLE
At December 31, 1995 and 1994, the Company has accrued receivables for oil
and gas production and receivables for salt water disposal and other services
as presented below. Collection of the accrued Australian production
generally occurs during the quarter following the quarter of production.
Collection of accrued domestic production generally occurs during the month
following production. The domestic accrual at 1994 included certain amounts
which were being held in suspense due to lack of proper paperwork for
release. The cost basis of the following receivables is believed to
approximate their fair value.
1995 1994
Australian oil production $ 10,835 $ 24,937
Domestic oil and gas production 6,421 10,908
Salt water disposal and
rig services 519,184 564,660
Tire shredder lease 421,996 -
$ 958,436 $ 600,505
The salt water disposal and rig services receivables include one customer
upon which the Company is relatively reliant. This customer's balances at
1995 and 1994 were approximately 77% and 65% of these totals. No allowances
for bad debts have been established because the Company has not experienced
any inability to collect its receivables. The tire shredder lease is
entirely with one entity. Lease income from the tire shredder is expected to
decline significantly in 1996 because of the way the lease was structured.
Sale of two 40 acre tracts of the ranch land resulted in notes receivable
secured by warranty deeds to the tracts. The notes bear interest at 10% per
annum. Notes total $82,776 at December 31, 1995 and call for monthly
payments of $820. The Company does not intend to parcel out the ranch, but
may sell two to three more small tracts.
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<PAGE>
NOTE 4: INVESTMENTS
The Company's investments in marketable securities have been entirely
classified as "available-for-sale" rather than as "trading." This
classification has occurred (in accordance with adoption of SFAS 115) because
the Company expects to hold these investments for an undetermined period
rather than for current trading. Having been so classified, these
investments will continue to be carried at the lower of cost or market.
However, unrealized gains and losses will not be shown in the results of
operations, but will be adjusted against stockholders' equity. When the
gains or losses are realized, stockholders' equity will be adjusted and the
realized gains or losses will be reflected in the statement of operations.
The amounts shown on the balance sheet are at the lower of aggregate cost or
market. The following table illustrates the current values, costs and
unrealized gains and losses for the securities held. Note 2 includes a
discussion of investments in subsidiaries.
December 31, 1995 December 31, 1994
Unrealized Unrealized
Market Gain Market Gain
Cost Value (Loss) Cost Value (Loss)
Current Portfolio
Black Giant Oil $63,969 $ 1,898 $(62,071) $63,969 $ 7,590 $(56,379)
Santos, Ltd. 5,244 3,162 (2,082) 5,244 2,922 (2,322)
Camelot Corp. 340 366 26 340 113 (227)
Danzar, Inc. - - - 203 19 (184)
$69,553 $ 5,426 $(64,127) $69,756 $10,644 $(59,112)
The following is information regarding trading activity in securities. Cost
is determined by actual cost on a first-in first-out basis.
Proceeds Gains Unrealized
from Sales and (Losses) Gains (Losses)
1995 $ 505 $ (199) $ (5,015)
1994 57,353 (31,014) (2,854)
1993 74,485 36,533 (56,257)
NOTE 5: PREPAID EXPENSES
In December 1993, the Company entered into an agreement with Wall Street
Marketing Group, Inc. for three years of public relations services. These
services were prepaid as part of a separate agreement for consulting services
with Hunter Equities, Inc. The value of these services ($150,000) is being
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<PAGE>
amortized over the three year period. A cost of $50,000 has been included in
advertising and promotion in 1994 and in 1995 in accordance with this
amortization policy and the remaining balance of $50,000 will be expensed in
1996.
In a subsequent agreement with Hunter Equities, Inc. in 1994, the Company
accepted a note for $39,000 for a balance due on the issuance of stock.
After paying $11,000 on this note, Hunter Equities contested the amount due.
In settlement of the balance, Hunter Equities paid $5,700 and the Company
received a promise of printing services at a discounted rate valued at
$11,150. The Company wrote off the remaining $11,150 as additional
promotional costs.
NOTE 6: OIL AND GAS PROPERTIES NOT SUBJECT TO AMORTIZATION
The Company has historically acquired Australian overriding royalties as
availability and negotiations provide opportunity. In addition, two working
interests have been acquired. However, the Company is not in a position to
control development activities in these areas. Australian concessions
require that minimum prospecting expenditures be incurred during their four
year term. No estimate can be made as to when development may begin on the
non-producing properties. Some concessions from prior years have not been
developed and are not producing revenues. However, because they were
acquired from related parties for stock, the two producing concessions have
no book value.
Royalty costs are amortized using the percentage method of depletion under
which depletion has historically been recorded at 15% of gross revenue. The
rate was increased to 19% in 1994 and 22% in 1995. Since the costs described
above, as well as some U.S. properties, have not been developed, they are not
being amortized directly, only to the extent producing properties have been
depleted below cost. These costs excluded from amortization totalled
$405,107 at December 31, 1995.
The Company's investment ($65,483) in a prospect in Arizona which has
remained undeveloped has been excluded from amortization and the ceiling
test.
During 1994, the Company acquired various U.S. working interests for a total
of $121,667. The work anticipated on these properties was partially
unsuccessful and never begun on others. The Company determined that it was
not interested in investing further funds toward development of these
properties. In 1995, the Company was successful in exchanging its working
interests for carried working interests on these properties. The agreement
calls for the Company to relinquish most of its interest in exchange for the
purchaser continuing the development of the properties at no additional cost
to the Company. The conversion makes the Company's interest quite similar to
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<PAGE>
an overriding royalty interest. As such, these costs have been reclassified
as royalty interests rather than working interests. Work is scheduled on
some of these properties in early 1996 and is expected on others later in
1996.
NOTE 7: AMORTIZATION OF OIL AND GAS PROPERTIES
The following presents the amortization (depletion) charged against income on
a per unit basis. Working interests were amortized based on equivalent
barrels of oil produced while royalty depletion, as discussed above, is
calculated as a percentage of gross revenue.
1995 1994 1993
United States
Working interests ($/bbl) $ 8.04 $ 9.55 $ 11.28
Royalty interests ($/$ revenue) $ .22 $ .19 $ .15
Australian royalties ($/$ revenue) $ .22 $ .19 $ .15
NOTE 8: INCOME TAXES
As of December 31, 1995 and 1994, the Company had accumulated deficits of
$1,428,712 and $2,065,306. However, operating loss carry-forwards for tax
purposes vary from these amounts due to differences in the tax treatment of
various items. These loss carry-forwards, which should provide future
benefits, expire as shown in the following table. Investment tax credits are
reported using the flow-through method. Loss carry-forwards of $376,233 have
been utilized in 1995.
Amount of Op- Amount of
Year of erating Loss Investment
Expiration Carry-Forward Tax Credit
1996 $ - $ 2,050
1997 - 1,606
1998 - 389
2000 14,422 3,604
2001 178,703 -
2002 329,497 -
2003 290,199 -
2004 268,448 -
2005 170,463 -
2006 135,038 -
2007 237,375 -
2008 112,290 -
TOTALS $ 1,736,435 $ 7,649
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<PAGE>
The provision for income taxes is as follows:
1995 1994 1993
Current
Australian $ 20,200 $ 19,547 $ 27,926
Federal - 61,064 2,624
State 30,580 21,400 3,011
50,780 102,011 33,561
Deferred
Federal 391,569 (364,962) -
State 60,086 7,164 22,158
451,655 (357,798) 22,158
Total $502,435 $(255,787) $ 55,719
The $364,962 deferred benefit realized in 1994 arose from the elimination of
a valuation allowance which had been maintained against GTRO's net operating
loss deferred tax asset. Accounting rules require the assessment of deferred
tax assets and a determination as to the ability of the Company to realize
benefits from those assets. A valuation allowance is charged against tax
assets when a determination is made that realization is not probable. This
was the case with GTRO's tax asset prior to 1994. With the acquisition of
Transcon and OCR, it is evident that these net operating losses can be
reasonably expected to be utilized prior to expiration.
The tax effects of temporary differences that give rise to deferred tax
(liabilities) and deferred tax assets are as follows:
1995 1994
Assets Liabilities Assets Liabilities
Depreciation, depletion
and amortization $ 63,443 $ - $ 75,892 $ -
Cash basis taxes vs.
accrual books - 244,672 - 83,636
Unrealized gains and
losses on marketable
securities - 19,232 20,098 -
Investments in
subsidiaries - 212,749 - 143,956
Net operating losses
carried forward 532,694 - 615,071 -
Installment sale
receivable - 27,583 - -
Investment tax credits
carried forward 7,649 - 7,649 -
Totals $603,786 $504,236 $718,710 $227,592
Australian income taxes are based on 30% of distributable income from oil
production and 10% of interest earned. These taxes are withheld by the
Australian payor.
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<PAGE>
The following table presents the significant differences between federal
income taxes based on book income before taxes and the Company's estimated
federal income tax expense.
Estimated federal tax on book income $ 387,270
State taxes (10,397)
Depreciation, depletion and amortization (29,860)
Installment sales (26,581)
Non-deductible expenses 17,646
Cash basis adjustments (217,153)
Net operating loss carry-forward (120,925)
Estimated federal income tax $ -
NOTE 9: LEASES
During January 1994, the Company became the lessee of graphics computer
equipment and an envelope printer under a lease expiring July 1996 and
February 1997 which qualified as capital leases. These assets were recorded
at the present value of the minimum lease payments which is lower than the
fair market value of the assets and are being amortized over their estimated
productive life. Amortization has been included in depreciation expense.
During 1995, one lease was cancelled and the other one was bought out, as the
Company moved its main office to Albuquerque, New Mexico. Loss on the
cancelled lease was included in gain/loss on disposal of assets. The cost of
the purchased equipment became part of office equipment.
Lease cost for the Company's offices totalled $16,150 for 1995, and $15,300
for 1994 and 1993. Lease arrangements do not require minimum lease payments
or have fixed terms.
NOTE 10: FIXED ASSETS ADDITIONS AND DISPOSITIONS
During 1995, the Company significantly increased its fixed assets. A ranch
which was being purchased as funds were available was completely paid for at
a total cost of $349,458 (1995 investment was $230,500). Another contiguous
ranch was purchased for $150,000 which brought the total managed acreage over
10,000. In the latter part of the year, two 40 acre tracts were sold for a
total of $90,000 with the Company carrying the notes for $83,000.
A tire shredder was purchased for $488,300 and leased to a tire disposal
company in New Mexico. The Company agreed to issue stock for an existing
disposal facility and constructed an entirely new facility. Other operating
assets were also acquired as needed.
In conjunction with the move of the corporate administrative offices to
Albuquerque, New Mexico, the Company sold most of its office equipment and
all of its printing and reproduction equipment. In so doing, the Company
recognized a loss of $2,967.
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<PAGE>
The purchase of a pickup was financed through Chrysler Financial by a member
of management. The Company assumed the payments for this note and the asset
and liability have been recorded. The note is for 48 months with
approximately $6,000 in principal due each year.
NOTE 11: TRANSACTIONS WITH RELATED PARTIES
During the years presented, the companies had many transactions with related
parties. Most of these transactions were not significant individually or
when aggregated by type of transaction. However, some transactions were
significant. During August of 1994, GTRO acquired 100% of the outstanding
stock of Transcon. Transcon was privately owned by individuals (the Owens
Group) who owned 7% of the outstanding stock of GTRO and Kenneth Owens, a
member of the Owens Group was a member of the Board of Directors of GTRO.
During 1993 and 1994, before the acquisition, Transcon incurred related party
transactions with the Owens Group for contract management and other services
which were discontinued after the effective date of the acquisition by GTRO.
In addition, the Owens Group, which immediately after the acquisition of
Transcon owned approximately 45% of the outstanding shares of GTRO, continues
to own other disposal facilities which might be considered to be in
competition with the Company's operations. This group's only salt water
disposal facility is located approximately 100 miles from the nearest
facility operated by the Company.
During 1994, the Company and the Owens Group each acquired one-half interest
in Jim Wells which operates a single disposal site in an area outside of the
area serviced by Transcon and OCR. The Company purchased the Owens Group's
interest in Jim Wells during 1995. Additionally, the Company purchased from
the Owens Group ranch land in New Mexico. The Owens Group had acquired this
property for cash and notes payable and sold it to the Company at cost.
During 1994, the Company lent $65,000 to officers and directors. At present,
no payments have been made on this loan. However, management believes this
loan is valid and collectible.
During 1995, the Company acquired the remaining one-half of Jim Wells (as
discussed at Note 2) from members of the Owens Group or their affiliates.
Also, the Company acquired another salt water disposal facility and a piece
of equipment from the Owens Group. These assets were purchased under an
agreement to issue specified numbers of shares of restricted stock. The
previous owners have elected to defer the receipt of the stock for reasons of
their own. The shares have been reported as subscribed stock and have been
included in the calculation of earnings per share. These transactions were
valued at $20,000 for Jim Wells, and $175,321 for the disposal facility and
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<PAGE>
equipment in exchange for the issuance of 115,600 shares of stock. Since the
stock is restricted under Rule 144, the values assigned to the transactions
were based on lower of the estimated fair value of the assets received, cost
of the assets in the hands of the related party, or one-half of the market
price at the time of the agreement.
The purchase of the salt water disposal facility described above and the
remaining one-half of Jim Wells removed the Owens Group from direct
competition in the general area of the Company's salt water disposal
operations. However, as noted above, this Group continues to own another
salt water disposal facility in another area and is involved in other types
of disposal operations.
Due to the significant demands for cash required to purchase the tire
shredder and to complete the purchase of the two ranches in New Mexico,
officers and directors of the Company made short-term loans to the Company
totalling $181,000. These loans were repaid, with interest, during the year.
Also during 1995, the Company transferred certain small volume working and
royalty interests to a related party in exchange for a reduction in future
compensation of $21,600. This receivable is being amortized to contract
services as the services are rendered. The Company retained an option to
repurchase any of these interests within a three year period should it desire
to do so. Other miscellaneous transactions resulted in an advance to
officers of approximately $9,000 which are included in the related party
receivables.
NOTE 12: FOREIGN OPERATIONS
The Company operates principally in the United States and Australia. The
following is a summary of information by area for 1995, 1994 and 1993.
1995 1994 1993
Net sales to unaffiliated
customers:
United States $2,545,159 $2,340,162 $1,654,610
Australia 131,045 131,034 122,200
Operating revenues as reported
in the accompanying financial
statements $2,676,204 $2,471,196 $1,776,810
Income (loss) from operations:
United States $1,779,226 $1,436,417 $1,017,585
Australia 34,460 48,677 44,131
1,813,686 1,485,094 1,061,716
Other income and expense (3,956) (10,730) 11,530
General corporate expenses (670,701) (1,181,558) (838,107)
Income (loss) before income
taxes as reported in the
accompanying financial
statements $1,139,029 $ 292,806 $ 235,139
Identifiable assets:
United States $4,732,421 $3,315,798 $2,194,695
Australia 1,270,772 1,313,704 1,113,246
6,003,193 4,629,502 3,307,941
General corporate assets 152,832 355,153 713,508
Total assets as reported in
the accompanying financial
statements $6,156,025 $4,984,655 $4,021,449
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<PAGE>
NOTE 13. CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMER
As shown in Note 3, the Company operated with significant accounts receivable
balances. Only the receivable for the rent on the tire shredder has any form
of collateral. This receivable is from a single entity and is secured solely
by the right to remove the tire shredder or take over the operations.
Additionally, approximately 77% of the receivables for salt water disposal
and rig services are due from a single customer. This customer has
historically paid bills from two to six months after incurrence. It
represents approximately 54% of disposal and service revenues in 1995. As
such, the Company's results of operations appear to be significantly reliant
of this customer's continued ability to operate. A mitigating factor is that
salt water produced from oil and gas wells is required to be disposed of
under existing regulations and there exists only a limited number of disposal
facilities in the area.
Saltwater disposal services are primarily centered around Zapata, Texas,
which is a significant gas producing area. However, reductions in gas prices
could significantly reduce the level of activity for both production levels
and drilling services revenues. In early 1996, increases in prices have
significantly increased the demand for water disposal and fresh water supply.
NOTE 14: SUBSEQUENT EVENTS
Due to increased demand for water disposal, the Company is in the process of
increasing the volume of water which it can dispose of at two of its
locations. This increased capacity is being accomplished through the
permitting of an additional disposal well at one location and the replacement
of pumps which will be capable of injecting larger volumes through pressure
increases on the disposal formations. The Company is also exploring the
possibilities of constructing an additional fresh water supply location and
an additional salt water disposal facility.
The Company's Oil Seeps, Inc. subsidiary has made arrangements to sell its
Australian prospect to third parties for a profit to the Company.
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<PAGE>
SUPPLEMENTARY DATA - RESERVES OF OIL AND GAS (UNAUDITED)
December 31, 1995, 1994 and 1993
Reserves of oil and gas - Working Interests (unaudited)
The following table identifies the Company's estimated quantities of proved
developed reserves of crude oil (including condensate and natural gas
liquids) and natural gas related to working interests, as estimated through
1994 by a non-independent petroleum engineer, Ken Kamon, who is the son of
Robert and Effie Kamon, former President and Secretary of the Company.
Amounts for 1995 were rolled forward from the 1994 amounts without additional
analysis by the engineer. The estimated proved oil and gas reserves included
are located entirely within the United States.
Quantities of oil and gas reserves
1995 1994 1993
Oil Gas Oil Gas Oil Gas
(bbls.) (mcf) (bbls.) (mcf) (bbls.) (mcf)
Beginning of year 5,090 30,416 3,680 36,073 3,649 44,806
Extensions, discoveries
and other additions - - - - - -
Purchases/(sales) of
reserves in place (1,566) (612) 1,684 - (52) (868)
Revisions to previous
estimates - - 277 144 831 (2,576)
Production (132) (6,490) (551) (5,801) (748) (5,289)
End of year 3,392 23,314 5,090 30,416 3,680 36,073
Revisions to reserve estimates represent changes in previous estimates of
proved reserves resulting from new information normally obtained from
development drilling and production history or resulting from a change in
economic factors. Reserve information has not been reported to any other
federal agencies.
Reserves of oil and gas - Royalty Interests (unaudited)
The quantities of proved reserves of oil and gas relating to royalty
interests are not presented because the necessary information is not
available or the Company's interests are not large enough to economically
obtain this information. The Company's share of oil and gas produced from
these interests is presented in the following schedule:
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<PAGE>
United States Australia
Oil Gas Oil Gas
(bbls.) (mcf) (bbls.) (mcf)
For the year ended:
December 31, 1995 3,056 8,670 6,855 -
December 31, 1994 3,654 10,519 7,385 -
December 31, 1993 3,940 8,739 6,472 -
Results of Operations for Producing Activities
for the Year Ended December 31
1995 1994 1993
United United United
States Australia States Australia States Australia
Sales of oil
and gas $69,709 $131,045 $84,179 $131,034 $107,900 $122,200
Production costs
(including
taxes) 10,238 66,734 13,488 46,935 15,211 59,739
Acquisition &
exploration
costs - - 4,126 200,419 61,107 4,529
Depletion 15,336 28,030 7,476 24,896 18,330 31,215
25,574 94,764 25,090 272,250 94,648 95,483
Results of
operations from
producing ac-
tivities (ex-
cluding corporate
overhead $44,135 $ 36,281 $59,089 (141,216) $ 13,252 $ 26,717
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<PAGE>
Capitalized Costs Relating to Oil and Gas Producing Activities
December 31, 1995
United States Australia Total
Unproved properties (not
being amortized) $ 41,903 $ 468,515 $ 510,418
Proved properties (being
amortized)
Evaluated proved properties 268,057 - 268,057
Unevaluated proved properties 930,904 1,064,624 1,995,528
1,198,961 1,064,624 2,263,585
Total Capitalized Costs 1,240,864 1,533,139 2,774,003
Accumulated Depletion (287,628) (280,066) (567,694)
Net Capitalized Costs $ 953,236 $1,253,073 $2,206,309
December 31, 1994
United States Australia Total
Unproved properties (not
being amortized) $ 41,901 $ 468,515 $ 510,416
Proved properties (being
amortized)
Evaluated proved properties 289,657 - 289,657
Unevaluated proved properties 927,137 1,064,624 1,991,761
1,216,794 1,064,624 2,281,418
Total Capitalized Costs 1,258,695 1,533,139 2,791,834
Accumulated Depletion (262,531) (251,236) (513,767)
Net Capitalized Costs $ 966,164 $1,281,903 $2,278,067
December 31, 1993
United States Australia Total
Unproved properties (not
being amortized) $ 41,901 $ 268,097 $ 309,998
Proved properties (being
amortized
Evaluated proved properties 132,697 - 132,697
Unevaluated proved properties 927,137 1,064,624 1,991,761
1,059,834 1,064,624 2,124,458
Total Capitalized Costs 1,101,735 1,332,721 2,434,456
Accumulated Depletion (232,037) (226,339) (458,376)
Net Capitalized Costs $ 869,698 $1,106,382 $1,976,080
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<PAGE>
Costs Incurred in Oil and Gas Property Acquisition, Exploration and
Development
1995 1994 1993
United United United
States Australia States Australia States Australia
Property acquis-
ition costs
Proved $ - $ - $156,960 $ - $ 2,200 $ -
Unproved 3,767 - - 200,418 4,529 61,107
Exploration costs - - - - - -
Development costs - - - - - -
$3,767 $ - $156,960 $200,418 $ 6,729 $61,107
Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves (unaudited)
1995 1994 1993
Future cash inflows $ 95,923 $127,454 $104,197
Future production and development
costs (52,232) (73,119) (53,698)
Future income tax expense
(see note) - - -
Future net cash flows 43,691 54,335 50,499
10% annual discount for estimated
timing of cash flows (11,925) (13,433) (15,082)
Standardized measure of discounted
future net cash flows $ 31,766 $ 40,902 $ 35,417
NOTE: The Company has net operating losses and investment tax credits which
are expected to offset any forseeable future income taxes.
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<PAGE>
Changes in Standardized Measure of Discounted Future Net
Cash Flow from Proved Reserve Quantities (unaudited)
1995 1994 1993
Standardized measure - beginning $ 40,902 $ 35,417 $ 43,021
Sales, net of production costs (6,511) (11,662) (15,230)
Sales of reserves in place (6,715) - -
Extensions and discoveries, net of
future costs - - -
Revisions of quantity estimates - 1,578 1,392
Purchase of reserves - 9,137 -
Accretion of discount 4,090 3,542 4,302
Changes in sales prices, production costs
and other - 3,302 1,932
Other - (412) -
Standardized measure - end $ 31,766 $ 40,902 $ 35,417
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<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The Board of Directors of the Company (the "Board") presently consists of
eight members. The directors of the Company are divided into three classes
designated as Class I, Class II, and Class III. The term of office of the
initial Class I directors expires at the next succeeding annual meeting of
stockholders, the term of office of the initial Class II directors expires at
the second succeeding annual meeting of stockholders, and the term of office
of the initial Class III directors expires at the third succeeding annual
meeting of stockholders. The initial Class I, Class II, and Class III
directors are those directors elected at the June 14, 1991 annual meeting.
At each annual meeting after the June 14, 1991 annual meeting, directors to
replace those of a Class whose terms expire at such meeting shall be elected
to hold office until the third succeeding annual meeting. Currently serving
as directors are: Ivan Webb, Karen Lee, Betty Polston, and David Polston as
Class I directors; Effie Kamon and John Vuksich as Class II directors; and
Howard Siegel and Kenneth Owens as Class III directors. Thys B. Johnson
resigned as a Class I director, and Robert Kamon resigned as a Class III
director during February 1996 to pursue other projects. The following table
sets forth information concerning the persons currently serving as directors
of the Company.
Date First
Position With Elected
Name Age the Company as Director
Kenneth Owens 58 Chairman of the 1994
Board and President
Ivan Webb 45 Chief Financial 1993
Officer and Director
Effie Kamon 71 Director 1979
Karen Lee 36 Director 1989
Betty Polston 62 Director 1995
David Polston 37 Director 1995
Howard B. Siegel 53 Director 1980
John M. Vuksich 44 Director 1995
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<PAGE>
Executive Officers
Unless otherwise specified by the Board, all executive officers are elected
for a term of one year, commencing with the date of the first meeting of the
Board following the annual meeting of stockholders, and serve until their
successors are elected or appointed and qualified, or until their respective
death, resignation, removal or disqualification. All of the Company's
officers are executive officers. The following table sets forth certain
information with respect to the persons currently serving as executive
officers of the Company.
Date First
Position With Elected
Name Age the Company as Director
Kenneth Owens 58 Chairman of the 1994
Board and President
Ivan Webb 45 Chief Financial 1993
Officer and Director
Shawna Owens 23 Secretary/Treasurer 1995
Family relationships among the Company's officers and directors include:
Kenneth Owens and Shawna Owens are father and daughter, and Betty Polston and
David Polston are mother and son.
Kenneth Owens, Chairman of the Board and President, has expertise in various
areas of business. Beginning in 1961 he performed in a supervisory capacity
for several worldwide companies including Becktel and Brown & Root. He has
been involved in a variety of projects including: (1) Alaskan oil and gas
pipeline; (2) ICBM projects; and (3) underground nuclear testing in Nevada.
He has also been active in real estate and agriculture, acquiring a major
interest in ranch grazing land and cattle operations in Texas, Arizona, and
New Mexico covering hundreds of thousands of acres.
At the present time, he is active in both agricultural ventures and oil and
gas operations. He is also consultant for surrounding businesses in south
Texas concerning the Railroad Commission of Texas and the Texas Natural
Resource Conservation Commission. He incorporated Transcon Energy Corp. in
Texas in 1988, and since that time he has incorporated several other
companies and holds positions in these companies as President and/or CEO or
Director.
Ivan Webb, Chief Financial Officer and Director, is a petroleum landman. He
received his Bachelor of Business Administration degree in Management from
Tarleton State University (branch of Texas A & M) in 1978. In July, 1992,
the Company acquired Houston Oil & Energy, Inc. (HOE). Mr. Webb was an
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<PAGE>
officer and director of HOE for 11 years. He was instrumental in the
preparation of four oil and gas public stock offerings in 1972, 1974, 1976
and 1981, being employed by each of these companies to seek oil and gas
production plus manage the office operations. Mr. Webb has negotiated the
acquisition of more than 200 producing oil and gas wells within the United
States.
In addition to the domestic acquisitions, Mr. Webb has been active in leasing
foreign oil and gas concessions, mostly in Australia. He has successfully
leased over 12,000,000 acres in Queensland, Australia, and has negotiated
lease terms with government officials for oil and gas exploration in
Argentina, Guyana, and New Zealand. Over the past three years Mr. Webb has
acted as an independent consultant and managed the drilling operations of
sixteen oil and gas wells in central Texas, thirteen of which have been
completed as producers.
Shawna Owens, Secretary/Treasurer, attended Texas A&M University and has
experience in management, accounting and public relations with different law
firms. Ms. Owens worked in Washington, D. C. for Senator Pete Dominici of
New Mexico and also worked with the Sergeant of Arms for the U. S. Senate
Chambers. She is in charge of bookkeeping and was instrumental in automating
GTRO's accounting. Ms. Owens also performs public relations duties for the
Company. She has been employed by the Company since August, 1995.
Effie Kamon, Director, has worked in the oil industry for over 30 years,
first for a drilling company and later for Humble Pipe Line Co. (now Exxon)
as Secretary to the North Texas District Superintendent. Since approximately
1958, she has been a partner in Kamon Petroleum Exploration, secretary of
International Oil Lease Service Corp., and an officer and director of
Australian Grazing & Pastoral Co. and various other private companies. Ms.
Kamon is also a partner in Kamtex Oil Production Partnership.
Karen Lee, Director, graduated with high honors from Cisco Junior College.
She administers the operation of the Company's offices in Springtown, Texas,
is in charge of completing mailing programs, performs many tasks in
connection with the Company's public relations and broker relations programs,
does much of the research and writing for filing of Securities and Exchange
Commission documents, and is the transfer agent for the Company. Ms. Lee has
been employed by the Company for the past 16 years.
Betty Polston, Director, received two Masters degrees and worked as a
business/education consultant before moving to South Texas. For the past six
years she has been employed by OCR and Transcon, now subsidiaries of GTRO,
and has been instrumental in the development of their facilities. She is the
office manager, plus is responsible for establishing and keeping current all
leases and permits for the entire South Texas operation, which includes OCR,
Transcon and Jim Wells. She manages the base field radio and office phone on
a 24 hour seven day a week basis, helps coordinate field operations, and
handles inquiries from clients, Railroad Commission inspectors, lease
holders, suppliers, SEC auditors etc.
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<PAGE>
David Polston, Director, has been in the oil and gas business for the past
eight and one half years. He worked for companies such as Schlumberger and
Trans Texas before starting up his own company, Texas Hydro Services, in
1990. He is an auto and diesel mechanic, helicopter engine mechanic,
certified welder, and has six years of college education. He attained the
rank of Sergeant while serving in the U.S. Marines and received numerous
meritorious awards. For the past six years he has been employed by OCR and
Transcon, now subsidiaries of GTRO, managing all of their field operations
and helping to acquire all new lease agreements and permissions for all
operations in the South Texas area.
Howard B. Siegel, Director, received his Bachelor of Business Administration
Degree from the University of Oklahoma in 1966. He received a Doctor of
Jurisprudence Degree from St. Mary's University School of Law in 1969. Mr.
Siegel was formerly an attorney for Superior Oil Company, a major oil and gas
concern located in Houston. He previously served as Vice President, General
Counsel, and a member of the Board of Directors of Tenneco Inc. Federal
Credit Union. From July 1974 to August 1989, Mr. Siegel was employed as an
attorney with the law firm of Bracewell & Patterson in Houston, Texas, and
from that date until January, 1991 he was employed with Hurt, Richardson,
Garner, Todd & Cadenhead in Atlanta, Georgia. Mr. Siegel is currently
employed as an attorney with Eikenburg & Stiles in Houston, Texas. Mr.
Siegel has served in an advisory capacity to the Board of Directors of the
Company since March 25, 1980.
John M. Vuksich, Director, received a B.S. degree from the U. S. Military
Academy at West Point, a M.S. degree from Stanford University, and another
M.S. degree from the Naval War College. From 1987 to 1991 he was the System
Element Manager/Operations Research Analyst for the Strategic Defense
Initiative Organization in Washington, D. C. From August 1991 to July 1993
he was the Senior Cost Analyst for the Office of the Assistant Secretary of
Defense where he conducted independent assessments for the Under Secretary of
Defense for Acquisition of selected defense programs, and assessed all
elements of the Strategic Defense Initiative. From July 1993 to present Mr.
Vuksich has served as the Science Advisor to the Governor of New Mexico.
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<PAGE>
Item 11. Executive Compensation
The table on the following page sets forth certain information as to each of
the Company's executive officers for the past three fiscal years.
Restricted
Cash Stock
Name and Compensation Compensation
Principal Position Year ($) ($)
Kenneth Owens 1993 -0-
Chairman and President 1994 -0-
1995 -0-
Ivan Webb 1993 31,738
Chief Financial 1994 33,365
Officer 1995 38,926
Shawna Owens 1993 -0-
Secretary/Treasurer 1994 -0-
1995 5,500
Robert Kamon 1993 -0- 48,000**
President* 1994 -0- -0-
1995 12,000*** -0-
Karen Lee 1993 22,895
Vice President* 1994 20,138
1995 21,710
Effie Kamon 1993 -0-
Secretary* 1994 1,800
1995 -0-
Joetta Schuman 1993 8,541
Treasurer* 1994 10,886
1995 11,175
*These officers were only officers for a portion of 1995. Karen Lee and
Joetta Schuman, although not officers for the entire year, continue to be
employed by GTRO, so their salary for the entire year is shown.
**On June 21, 1991, the Board of Directors approved a resolution to pay
Robert Kamon, President, a salary of $48,000 per year with payment on a
quarterly basis, and subject to shareholder approval could issue restricted
letter stock at 30% of the bid price in lieu of cash. Restricted stock must
be held for a period of at least two (2) years before it can be sold on the
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<PAGE>
market pursuant to SEC Rule 144. At the July, 1992 annual meeting
shareholders approved the option of issuing restricted letter stock rather
than cash for the salary. For the fiscal year 1993, $48,000 was accrued to
pay Mr. Kamon's salary, and the Board chose to pay restricted letter stock,
so Mr. Kamon received 133,334 (53,334 after adjustment for reverse split)
shares of stock for his salary for 1993. Mr. Kamon volunteered to forego his
salary for 1994.
***Mr. Kamon received $12,000 for his salary for the first quarter of 1995
based on the following - GTRO sold its interests in various printing
equipment to Robert Kamon for $35,000, with a $12,000 credit toward his
salary, and the remaining amount paid in restricted letter stock (see Item
13. Certain Relationships and Related Transactions).
Director Compensation
For the year 1993, the Board of Directors approved a $4,000 fee for services
rendered in their capacities as directors. The majority of the Board voted
to take the fees due them in restricted letter stock to avoid drawing cash
from the Company. The 1993 fee was based on the bid price of the stock on
January 4, 1993. In 1994 each director, with the exception of Robert Kamon
who volunteered to forego his fee, received $2,000 cash for services rendered
in their capacities as directors; no stock was issued for directors' fees.
In 1995, the Board approved a $1,500 fee for each director to be paid as cash
or 500 shares of stock. Subsequent to the year end, the fee was paid in cash
to six directors, and in stock to four directors.
Compensation Committee Report
The Board of Directors delegates responsibility for executive compensation to
the Compensation Committee which is comprised of three of the directors on
the Board. This committee reviews the salaries of each of the officers of
the Company, as well as sets the directors' fees for the year. The
Committee recommended to the Board that all salaries remain at the same level
for all officers during 1995.
The Compensation Committee did not recommend incentive packages to the Board
for the officers and employees of the Company in 1995. The Committee did
recommend changing directors' fees to be based on net income of the Company,
beginning with a $1,500 fee per director for 1995, and after net income
exceeds $1,500,000, doubling the fee each year that an increase of at least
$500,000 occurs in net income.
- -----------------------------------------------------------------------------
<PAGE>
Performance Graph - Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on the
Corporation's Common Stock against the cumulative total return of the NASDAQ
Stock Market and the NASDAQ Non-Financial Stocks. The graph assumes that the
value of the investment in the Corporation's Common Stock and each index was
$100 at December 31, 1990. GTRO's numbers reflect a 5% stock dividend which
was paid in 1990, a 1-for-20 reverse stock split in 1993, and a 1-for-2.5
reverse stock split in 1995.
Comparison of Five-Year Cumulative Total Return
12-31 1990 1991 1992 1993 1994 1995
GTRO Stock 100.00 100.00 59.92 40.01 34.06 41.61
NASDAQ Stock 100.00 160.63 186.94 214.60 209.77 296.43
Non-Financial
Stocks 100.00 161.07 176.19 203.44 194.97 268.07
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the Company's
common stock as of March 11, 1996 with respect to (1) each person known by
the Company to own beneficially more than 5% of the Company's common stock,
(ii) each of the Company's directors, and (iii) all directors and officers of
the Company as a group. The title of class is common stock, $.001 par value.
- -----------------------------------------------------------------------------
<PAGE>
# of Shares
Name and Beneficially Percent of
Address of Stockholder Owned Class
Effie Kamon -0- 0.00%
P. O. Box 1629
Cisco, Texas 76437
Karen Lee 4,656 0.12%
104 Oak Street
Springtown, Texas 76082
Kenneth Owens 1,263,303 32.85%
P. O. Box 1042
Magdalena, New Mexico 87825
Shawna Owens 2,000 0.05%
P. O. Box 22010
Albuquerque, New Mexico 87154
Betty Polston 275,348 7.16%
P. O. Box 470
Zapata, Texas 78076
David Polston 274,708 7.14%
P. O. Box 470
Zapata, Texas 78076
Howard B. Siegel 1,225 0.03%
1021 Main Street, Ste. 1100
Houston, Texas 77002
John Vuksich 10,500 0.27%
3214 Plumb St.
Houston, Texas 77005
Ivan Webb 5,300 0.14%
P. O. Box 31
Cisco, Texas 76437
All directors and officers as a 1,836,540 47.76%
group (9 persons)
Ken Kamon 263,840 6.86%
P. O. Box 10589
Midland, Texas 79072
Note: The stockholder identified in this table have sole voting and
investment power with respect to the shares beneficially owned by them.
- -----------------------------------------------------------------------------
<PAGE>
Changes in Control
No changes in control occurred during 1995. As previously reported, a change
in control of the Company occurred December 27, 1994 when 4,148,148
(1,659,260 after adjustment for reverse split) shares of GTRO restricted
stock were issued to the shareholders of Transcon Energy Corp. ("Transcon")
in order for GTRO to acquire that company. GTRO now owns 100% of Transcon.
This block of stock represented approximately 43% of the shares outstanding
after its issuance and effectively transferred control of the Company to
these shareholders. With this stock, plus stock already owned, the
percentage of voting securities of the Registrant now beneficially owned by
the persons who acquired control is 47.15%, with the primary holder being
Kenneth Owens with 32.85% of the stock. Mr. Owens has sole voting and
investment power on this 32.85% of the stock. Before the issuance of these
shares no one person had voting control of the Company. GTRO agreed to allow
the new controlling shareholder to appoint two people of his choice to the
Board of Directors.
Item 13. Certain Relationships and Related Transactions
During the year several transactions with related parties occurred. The
Company purchased the remaining one-half interest in Jim Wells Salt Water
Disposal from directors of the Company for 16,000 shares of GTRO restricted
common stock; this transaction was valued at $20,000. In addition, the
Company purchased County Line Disposal Plant and a piece of equipment from
directors with the agreement to issue 99,600 shares of restricted stock for
the purchase. This transaction was valued at $175,321. Also during 1995,
the Company purchased ranch land in New Mexico from Kenneth Owens, President.
Mr. Owens had acquired the property for cash and notes payable and sold it to
GTRO at cost.
During 1994, the Company loaned $65,000 to directors for an investment. To
date no payments have been made on this loan, but management believes the
loan is valid and collectible. Demands for cash during 1995 to purchase the
tire shredder and complete the purchase of ranch land in New Mexico were met
by directors of the Company making short-term loans to GTRO in the amount of
$181,000. GTRO repaid these loans, with interest, before the end of the
year. During 1995 Robert Kamon, former President and Director of GTRO,
purchased GTRO's printing equipment for $35,000, with a credit of $12,000
toward salary owed to him, and the remaining amount paid for with 28,308
shares of GTRO stock at 13/16ths transferred from Robert Kamon to GTRO.
- -----------------------------------------------------------------------------
<PAGE>
Several of the officers and directors of the Company have invested in the oil
and gas business, either directly or through entities in which they have an
interest. Certain of these interests could directly compete with the
interests of the Company. For example, Kenneth Owens, Chairman of the Board
of GTRO, is an officer and director and the owner of companies which could
directly compete with GTRO's subsidiaries, OCR and Transcon, in the salt
water disposal business. During 1994 GTRO purchased various working
interests from parties with whom Ivan Webb, Director, was associated, which
could have been considered a possible conflict of interest. Although the
Company is not aware of any present conflicts of interest, such present or
future activities on the part of the officers and directors could directly
compete with the interests of the Company. If the Company should enter into
future transactions with its officers, directors or other related parties,
the terms of any such transaction will be as favorable to the Company as
those which could be obtained from an unrelated party in an arm's length
transaction.
PART IV
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K
(a) The following documents are filed as a part of this report or are
incorporated by reference:
Financial Statements - The following information has been included
in response to Item 8 above.
- Report of Independent Certified Public Accountants
- Consolidated Balance Sheets
- Consolidated Statements of Operations
- Consolidated Statements of Changes in Shareholders' Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
- Supplementary Data for Reserves of Oil and Gas
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
December 31, 1995.
- -----------------------------------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
GOLDEN TRIANGLE ROYALTY & OIL, INC.
By: /s/ KENNETH OWENS
Kenneth Owens
President
Date: March 25, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ EFFIE KAMON Director March 25, 1996
Effie Kamon
/s/ KAREN LEE Director March 25, 1996
Karen Lee
/s/ KENNETH OWENS Chairman of the Board March 25, 1996
Kenneth Owens and President
/s/ BETTY POLSTON Director March 25, 1996
Betty Polston
/s/ DAVID POLSTON Director March 25, 1996
David Polston
/s/ HOWARD B. SIEGEL Director March 25, 1996
Howard B. Siegel
/s/ JOHN VUKSICH Director March 25, 1996
John Vuksich
/s/ IVAN WEBB Chief Financial March 25, 1996
Ivan Webb Officer, Principal
Accounting Officer
and Director
- -----------------------------------------------------------------------------
<PAGE>
EXHIBIT B
FORM 10-Q
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 MARCH 31, 1996
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. [X] Yes [ ] NO
3,939,531 Shares, Common Stock, $.001 Par Value
Number of shares outstanding of each of the issuer's classes
of common stock, as of May 15, 1996
- ----------------------------------------------------------------------------
<PAGE>
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Golden Triangle Royalty & Oil, Inc.
Albuquerque, New Mexico
We have reviewed the accompanying consolidated balance sheet of Golden
Triangle Royalty & Oil, Inc. and Subsidiaries as of March 31, 1996,
and the related consolidated statements of operations and cash flows
for the three months ended March 31, 1996 and 1995. 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,
1995, 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 15, 1996, 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, 1995 is fairly
stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ROBERT EARLY & COMPANY, P.C.
Robert Early & Company, P.C.
Abilene, Texas
May 15, 1996
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<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
March 31 December 31
1996 1995
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 59,558 $ 86,255
Accounts receivable - trade 1,090,279 958,436
Accounts / notes receivable - other 3,657 3,888
Amounts receivable from officers 96,320 92,997
Marketable securities at lower of
aggregate cost or market 4,628 5,427
Prepaid expenses 48,650 61,150
Total Current Assets 1,303,092 1,208,153
PROPERTY AND EQUIPMENT
Land 532,454 532,454
Oil and gas properties (full
cost method) 2,777,138 2,774,003
Production equipment 2,098,891 1,959,525
Well leasehold and water rights 259,872 259,872
Office furniture and equipment 47,735 40,681
Accumulated depreciation, depletion
and amortization (1,181,219) (1,099,991)
Net Property and Equipment 4,534,871 4,466,544
OTHER ASSETS
Cash - restricted 580 580
Investment in subsidiary 5,000 5,000
Deferred tax assets 329,770 363,454
Notes receivable -long term 79,639 82,470
Other 28,811 29,824
Total Other Assets 443,800 481,328
TOTAL ASSETS $ 6,281,763 $ 6,156,025
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 151,551 $ 101,094
Accrued payroll, taxes and other 4,876 23,167
Income taxes payable 55,125 21,743
Deferred income taxes - current 249,313 300,359
Notes payable-current portion - 5,436
Total Current Liabilities 460,865 451,799
Notes payable (net of current
portion) - 19,486
Deferred income taxes - non-current 71,453 52,895
SHAREHOLDERS' EQUITY
Common stock, $.001 par value
(100,000,000 shares authorized;
3,939,531 and 3,832,931 outstanding) 3,940 3,833
Additional paid-in capital 7,122,164 6,938,200
Stock to be issued 11,250 195,320
Treasury stock (84,738) (71,780)
Unrealized gain/(loss) on marketable
securities (5,474) (5,015)
Accumulated deficit (1,297,697) (1,428,713)
Total Shareholders' Equity 5,749,445 5,631,845
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 6,281,763 $ 6,156,025
</TABLE>
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<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
(Unaudited)
Three Months Ended March 31
1996 1995
<S> <C> <C>
OPERATING REVENUES
Disposal fees $ 537,840 $ 428,897
Oil and gas production 53,610 60,155
Miscellaneous 40 823
Total Operating Revenues 591,490 489,875
COST OF REVENUES
Australian marketing costs 14,245 21,042
Production expenses and taxes 2,051 1,443
Contract services 7,892 14,744
Direct materials and supplies 61,316 43,043
Lease costs 39,068 14,502
Utilities 15,381 11,169
Total Costs of Revenues 139,953 105,943
GROSS PROFIT 451,537 383,932
OPERATING EXPENSES
Depreciation, depletion and
amortization 82,894 50,599
Ranch operations - 13,700
Personnel costs 66,456 65,303
Advertising and public relations 31,522 28,860
Repairs and maintenance 16,812 31,468
Professional fees 36,907 18,319
Rent 5,319 10,825
Taxes 7,616 3,763
Other expenses 41,584 37,430
Total Operating Expenses 289,110 260,267
INCOME FROM OPERATIONS 162,427 123,665
OTHER INCOME/(EXPENSES)
Interest and dividend income 556 113
Equity in subsidiary's net loss - (8,209)
Interest expense (14) (2,598)
Transfer fees 3,174 3,780
Unrealized gains/(losses) on
marketable securities - (1,897)
Gain/(loss) on sale of securities (40) -
INCOME/(LOSS) BEFORE INCOME TAXES 166,103 114,854
Australian income taxes 5,868 7,109
Income taxes 28,022 69,048
Deferred income taxes 1,197 (2,912)
NET INCOME/(LOSS) $ 131,016 $ 41,609
INCOME/(LOSS) PER SHARE $ 0.03 $ 0.01
Weighted Average Shares Outstanding 3,921,866 3,830,286
</TABLE>
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<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)
Three Months Ended March 31
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $ 131,016 $ 41,609
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion, amortization 95,394 63,097
Unrealized losses/(gains) on marketable
securities - 1,897
Loss/(gain) on sale of securities 40 -
Equity in subsidiary's net loss/(income) - 8,209
(Increase)/decrease in restricted cash - 4,000
(Increase)/decrease in accounts receivable (128,781) 66,569
Increase/(decrease) in accounts payable 32,166 (201)
Increase/(decrease) in amounts due to/
from related parties (3,323) 107,980
Increase/(decrease) in tax liabilities 34,578 66,512
NET CASH PROVIDED BY OPERATING ACTIVITIES 161,090 359,672
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (174,905) (581,858)
Purchase of treasury stock (12,958 -
Proceeds from sale of assets 24,998 -
NET CASH USED BY INVESTING ACTIVITIES (162,865) (581,858)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short swing profits rules - 15,000
Repayment of debt (24,922) -
Repayment of capital lease liability - (1,784)
NET CASH PROVIDED/(USED) BY FINANCING
ACTIVITIES (24,922) 13,216
NET INCREASE/(DECREASE) IN CASH (26,697) (208,970)
CASH AT BEGINNING OF YEAR 86,255 236,235
CASH AT END OF PERIOD $ 59,558 $ 27,265
Supplemental Disclosures - Non-cash Investing and Financing Transactions
Cash paid for interest $ 14 $ 2,598
Cash paid for income taxes 5,868 7,109
</TABLE>
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<PAGE>
GOLDEN TRIANGLE ROYALTY & OIL, INC.
SELECTED INFORMATION
(Unaudited)
March 31, 1996
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 information included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995. In the opinion of Management, all adjust-
ments (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 state-
ments included in Item 1 of Part 1. Operating results for the three month
period ended March 31, 1996, are not necessarily indicative of the results
that may be expected for the year ending December 31, 1996.
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
requires amortization of the expense over the term of the agreement.
Amortization of these expenses (included in "Advertising and public
relations") totaled $12,500 for this quarter.
NOTE 3: CONSTRUCTION OF WATER PLANTS
During the first quarter, the Company substantially completed construction
of two fresh water delivery sites. The total cost of these locations at
March 31, 1996 was $58,456. These plants were placed in service early in
the second quarter.
- -----------------------------------------------------------------------------
<PAGE>
NOTE 4: SUBSEQUENT EVENTS
Subsequent to March 31, 1996, the Company purchased an existing salt
water disposal site for a total of $750,000 from TransTexas Gas Corporation
(a significant customer). This purchase was paid for with cash and credits
against current receivables from TransTexas. This facility is expected to
throughput in excess of 150,000 barrels of water per month and generate a
monthly return on investment of approximately two percent beginning in May
1996. It is located in an area in which the Company has had no competing
disposal sites and essentially has no nearby competition. The Company
financed this transaction partially through internal cash balances and
largely through short-term loans from officers and directors.
- -------------------------------------------------------------------------
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
GENERAL DISCUSSION
The first quarter of 1996 was the best quarter for disposal and service
revenues since GTRO acquired the south Texas operations in 1993. Disposal
and service revenues were $537,840. Of this, approximately $51,000 was
from the sale of skim oil. Skim oil is residual oil collected from the
holding tanks for water which has been delivered to the disposal sites for
injection. Disposal and service revenues for the first quarter of 1995
were $428,897 and were $529,026 for the fourth quarter of 1995. Management
expects disposal and service revenues to continue at record levels in the
second quarter.
Both oil and gas prices began to improve during the latter part of the
first quarter. Wellhead oil prices increased to as high as $23.50 per
barrel from $16.50. Gas was $2.50 per MCF which was up from $1.35. These
increases are beneficial to the Company's disposal operations through
increased gas production at the wells operated and serviced by the
Company's customers.
Another advantage of the higher energy prices, in conjunction with the
rainy season being over, is that it has encouraged the Australian operators
to drill new wells. Santos completed the Tarbat No. 4, which tested 1,222
barrels of oil per day in initial tests, on ATP 299. The Tarbat No. 5 is
currently being drilled and the Tarbat No. 6 has been announced for
drilling following the No. 5 well. Another new well has been completed in
the Talgeberry field. The Company holds a 1.463% override under ATP 299.
There are now a total of 32 oil wells on this concession which covers
861,000 acres. The Company expects additional drilling to occur during the
second quarter.
ASSETS
The total assets of the Company grew $125,738 during the current quarter to
$6,281,763 from $6,156,025 on December 31, 1995. This increase is
principally due to the purchase of disposal equipment and increased
accounts receivable. Total assets as of March 31, 1995 were $5,213,780.
Current assets were $1,303,092 on March 31, 1996 compared to $770,577 on
March 31, 1995. Current assets also increased when compared to the
December 31, 1995 number ($1,208,153), primarily due to an increase in
accounts receivable from $958,436 to $1,090,279.
- -----------------------------------------------------------------------------
<PAGE>
The ratio of current assets to current liabilities represents GTRO's
liquidity. The liquidity ratio on March 31, 1996 was 2.83:1 compared to
2.67:1 on December 31, 1995 and 3.52:1 on March 31, 1995. A significant
portion of these current assets are accounts receivable due to the
Company's disposal and services.
Property and equipment increased during the current quarter by $139,366.
This increase is due to the purchase of equipment to add to the efficiency
of the south Texas operations.
Stockholders' equity continued to build for GTRO to $5,749,445 on March 31,
1996. This is up $117,600 over December 31, 1995. Stockholders' equity on
March 31, 1995 was $4,984,471.
REVENUES
The financial statements accompanying this report are consolidated with
subsidiaries for all periods reported.
Total operating revenues were $591,490 for the first quarter of 1996. Of
this, 91% were attributable to disposal and service fees. The addition of
the Chihuahua disposal facility during the fourth quarter of 1995 was one
of the leading factors in increasing revenues during the first quarter of
1996. The Chihuahua facility is a part of OCR Investments, one of the
wholly owned subsidiaries.
The increase in natural gas prices during the first quarter caused
producers in the south Texas area, serviced by the disposal facilities, to
produce record quantities of salt water as they opened their wells in order
to increase gas production to take advantage of the rise in prices. In
turn, increased quantities of water were delivered for injection at the
Company's disposal facilities. Revenues rose as a function of the increase
in disposal activity.
Subsequent to the end of the first quarter, the Company entered into an
agreement with TransTexas Gas Corporation (a significant customer) to
purchase and operate a TransTexas disposal facility. This significant
asset purchase bore a cost of $750,000. This facility is expected to
generate $30,000-$40,000 per month in gross operating revenues for the
Company.
Second quarter revenues are projected to continue to increase due to the
addition of the TransTexas disposal. The Company also expects to complete
the construction of two fresh water supply plants during the second
quarter.
- -----------------------------------------------------------------------------
<PAGE>
Costs of revenues were $139,953 for the quarter ended March 31, 1996
compared to $105,943 for the same period in 1995. The principal areas that
had the most increase were materials & supplies and lease costs. These
increases are directly related to upgrading and expanding existing disposal
equipment and facilities.
OPERATING EXPENSES
The operating expenses for the three months ended March 31, 1996 were
$289,110 compared to March 31, 1995 of $260,267. This increase of $28,843
was primarily attributable to an increase in depreciation, depletion, and
amortization related to the addition of significant depreciable assets
during the second, third, and fourth quarters of 1995. Professional fees
increased $18,588 compared to the same quarter of 1995. The majority of
this increase was for accounting and auditing fees.
Income from operations was $162,427 for March 31, 1996 compared to $123,665
for the same period in 1995. The income from operations was modified by
other income and expenses to $166,103 and $114,854 for the quarters ended
March 31, 1996 and 1995, respectively.
Net income for the quarter ended March 31, 1996 was $131,016, representing
$0.03 per share, compared to net income of $41,609 for the quarter ended
March 31, 1995, representing $0.01 per share net income.
- -----------------------------------------------------------------------------
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter ended MARCH 31, 1996.
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 by the
undersigned thereunto duly authorized.
GOLDEN TRIANGLE ROYALTY & OIL, INC.
(Registrant)
/s/ IVAN WEBB
(Signature)
Ivan Webb, Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer and Director
EXHIBIT C
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 9, 1996
Date of report (Date of earliest event reported)
GOLDEN TRIANGLE ROYALTY & OIL, INC.
Exact Name of Registrant as Specified in Its Charter
COLORADO 25-1302097 0-8301
(State or other jurisdiction (I.R.S. Commission File
of incorporation) EID #) Number
8504 Sonoma Valley, N.E., Albuquerque, NM 87122
Address of Principal Executive Offices
(505) 856-5075
Registrants Telephone Number
- ------------------------------------------------------------------------
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On May 9, 1996, Golden Triangle Royalty & Oil, Inc. (GTRO) entered into an
agreement with TransTexas Gas Corporation (TransTexas) to acquire the
Amando No. 1 salt water disposal well and all related fixtures and
equipment, which includes the Salt Water Disposal Agreement between
TransTexas and Amando, for $750,000. Of this total, $500,000 is to be paid
in cash and $250,000 is to be paid by crediting GTRO's accounts receivable
from TransTexas. (See Exhibit A "Assignment and Services Agreement" for
more complete details.) GTRO intends to continue to use these assets for
the disposal of salt water as they were being used by TransTexas.
GTRO's primary revenues are currently derived from its salt water disposal
facilities in South Texas with revenues of $1,789,864 reported during 1995.
This acquisition should add approximately $30,000-$40,000 per month in
gross operating revenues for GTRO, and will add significantly to GTRO's
asset base.
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 by
the undersigned hereunto duly authorized.
Golden Triangle Royalty & Oil, Inc.
By: /s/ Ivan Webb
Ivan Webb, Chief Financial Officer
Date: May 21, 1996
- -----------------------------------------------------------------------------
<PAGE>
EXHIBIT D
OPINION AS TO LEGALITY OF SHARES
June 25, 1996
Golden Triangle Industries, Inc.
P. O. Box 22010
Albuquerque, NM 87154-2010
Re: Registration Statement on Form S-3; Golden Triangle Industries, Inc.
Common Stock be to issued for the Dividend Reinvestment and Stock
Purchase Plan (the "Plan")
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the Securities
and Exchange Commission (the "Commission") with respect to the registration
by Golden Triangle Industries, Inc. (the "Company") of 1,000,000 shares of
Common Stock, par value of $.001 per share (the "Common Stock"), issued for
the Plan.
In my capacity as general counsel to the Company, I have examined the
original, certified, conformed, photostat or other copies of the Plan, the
Company's Certificate of Incorporation (as amended), By-Laws and corporate
resolutions provided to me by the Company. In all such examinations, I have
assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to me
as conformed, photostat or other copies. In passing upon certain corporate
records and documents of the Company, I have necessarily assumed the
correctness and completeness of the statements made or included therein by
the Company, and I express no opinion thereon.
Based upon and in reliance of the foregoing, I am of the opinion that the
Common Stock, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in the Registration Statement on
Form S-3 to be filed with the Commission.
Very truly yours,
/s/ HOWARD B. SEIGEL
Howard B. Siegel
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EXHIBIT E
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report on our audit of the annual financial
statements at December 31, 1995 of Golden Triangle Royalty & Oil, Inc. dated
March 15, 1996, which appears on page 16 of the filing with the Securities
and Exchange Commission of the 1995 Form 10-K Annual Report of Golden
Triangle Royalty & Oil, Inc.
We also consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated May 15, 1996, on our review of the
interim quarterly financial statements of Golden Triangle Royalty & Oil, Inc.
as of and for the period ended March 31, 1996 as this report was included in
the filing with the Securities and Exchange Commission on Form 10-Q.
We also consent to the reference to our firm under the caption "Experts" in
this Registration Statement on Form S-3.
/s/ ROBERT EARLY & COMPANY, P.C.
Robert Early & Company, P.C.
Abilene, Texas
June 20, 1996
