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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended MARCH 31, 1997
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 INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
(Formerly Golden Triangle Royalty and Oil, Inc.)
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 file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes [ ] NO
1,965,923 Shares, Common Stock, $.001 Par Value
Number of shares outstanding of each of the issuer's classes
of common stock, as of April 30, 1997
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<PAGE>
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Golden Triangle Industries, Inc.
Albuquerque, New Mexico
We have reviewed the accompanying consolidated balance sheet of Golden
Triangle Industries, Inc. and Subsidiaries as of March 31, 1997, and the
related consolidated statements of operations and cash flows for the three
months ended March 31, 1997 and 1996. 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, 1996, 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 16, 1997, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1996 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 13, 1997
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<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
March 31 December 31
1997 1996
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 218,124 $ 298,521
Accounts receivable - trade 779,370 411,450
Accounts receivable - other - 68,471
Amounts receivable - officers 95,045 95,663
Notes receivable - current portion 95,383 37,656
Marketable securities at lower of
aggregate cost or market 51,363 43,756
------------ ----------
Total Current Assets 1,239,285 955,517
PROPERTY AND EQUIPMENT
Land 525,450 525,450
Oil & gas properties (full cost method) 2,817,132 2,793,583
Production equipment 2,468,984 2,388,179
Office furniture and equipment 64,031 59,531
Well leasehold and water rights 200,000 200,000
Accumulated depreciation, depletion
and amortization (1,420,488) (1,312,245)
------------ ----------
Net Property and Equipment 4,655,109 4,654,498
OTHER ASSETS
Cash - restricted 100,929 100,954
Notes receivable - long term 331,712 396,751
Other investments 417,930 417,930
Goodwill (net of amortization) 26,083 27,047
------------ ----------
Total Other Assets 876,654 942,682
------------ ----------
TOTAL ASSETS $ 6,771,048 $ 6,552,697
============= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 51,342 $ 46,665
Accrued payroll 11,783 12,012
Income taxes payable 221,581 67,732
Deferred income taxes - current 23,905 23,980
------------ ----------
Total Current Liabilities 308,611 150,389
Notes payable (net of current portion) - -
Deferred income taxes - non-current 206,565 242,704
SHAREHOLDERS' EQUITY
Preferred stock, $.10 par value
(1,000,000 authorized)
Series A (11,586 outstanding) 1,159 1,159
Series B (188,585 outstanding) 18,858 18,858
Common stock, $.001 par value (100,000,000
shares authorized; 1,965,923 and
1,937,857 outstanding) 1,966 1,938
Additional paid-in capital 7,160,498 7,104,506
Stock to be issued - 11,250
Treasury stock (238,670) (137,983)
Unrealized gain/(loss) on marketable
securities (6,247) (5,753)
Accumulated deficit (681,692) (834,371)
------------ ----------
Total Shareholders' Equity 6,255,872 6,159,604
------------ ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 6,771,048 $ 6,552,697
============= ===========
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<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31
1997 1996
OPERATING REVENUES
Disposal fees $ 627,398 $ 537,840
Oil and gas production 135,500 53,610
Miscellaneous 15 40
------------ ------------
Total Operating Revenues 762,913 591,490
COST OF REVENUES
Australian marketing costs 35,860 14,245
Production expenses and taxes 688 2,051
Contract services 12,128 7,892
Direct materials and supplies 47,977 61,316
Lease costs 49,716 39,068
Utilities 13,418 15,381
------------ ------------
Total Costs of Revenues 159,787 139,953
------------ ------------
GROSS PROFIT 603,126 451,537
OPERATING EXPENSES
Depreciation, depletion and
amortization 109,210 82,894
Personnel costs and directors fees 63,082 66,456
Advertising and public relations 9,102 31,522
Repairs and maintenance 36,229 16,812
Professional fees 24,437 36,907
Rent 6,343 5,319
Taxes 4,821 7,616
Other expenses 47,276 41,584
------------ ------------
Total Operating Expenses 300,500 289,110
------------ ------------
INCOME FROM OPERATIONS 302,626 162,427
OTHER INCOME/(EXPENSES)
Interest and dividend income 8,633 556
Interest expense - (14)
Transfer fees 1,160 3,174
Gain/(loss) on sale of securities 7,887 (40)
------------ ------------
INCOME/(LOSS) BEFORE INCOME TAXES 320,306 166,103
Australian income taxes 24,993 5,868
Income taxes 140,666 28,022
Deferred income taxes 1,968 1,197
------------ ------------
NET INCOME/(LOSS) $ 152,679 $ 131,016
============ ============
INCOME/(LOSS) PER SHARE $ 0.08 $ 0.03
============ ============
Weighted Average Shares Outstanding 1,888,769 3,921,866
============ ============
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<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $ 152,679 $ 131,016
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 109,210 95,394
Loss/(gain) on sale of securities (7,887) 40
(Increase)/decrease in restricted cash 25 -
(Increase)/decrease in accounts receivable (292,137) (128,781)
Increase/(decrease) in trade accounts payable 4,448 32,166
Increase/(decrease) in amounts due to related
parties 618 (3,323)
Increase/(decrease) in tax liabilities 117,635 34,578
------------ ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 84,591 161,090
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (108,854) (174,905)
Purchase of marketable securities (51,108) -
Purchase of treasury stock (100,687) (12,958)
Proceeds from sale of assets 50,893 24,998
------------ ----------
NET CASH USED BY INVESTING ACTIVITIES (209,756) (162,865)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing stock 44,768 -
Repayment of debt - (24,922)
------------ ----------
NET CASH PROVIDED/(USED) BY FINANCING
ACTIVITIES 44,768 (24,922)
------------ ----------
NET INCREASE/(DECREASE) IN CASH (80,397) (26,697)
CASH AT BEGINNING OF YEAR 298,521 86,255
------------ ----------
CASH AT END OF PERIOD $ 218,124 $ 59,558
============ ==========
Supplemental Disclosures - Non-cash Investing and Financing Transactions
Cash paid for interest $ - $ 14
Cash paid for income taxes 25,000 5,868
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<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC. AND SUBSIDIARIES
SELECTED INFORMATION
(Unaudited)
March 31, 1997
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, 1996. In the
opinion of Management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. The report of Robert Early & Company, P.C. commenting on
their review accompanies the financial statements included in Item 1 of
Part 1. Operating results for the three month period ended March 31,
1997, are not necessarily indicative of the results that may be expected
for the year ending December 31, 1997.
NOTE 2: ACQUISITION OF PRODUCING ROYALTIES
During the first quarter of 1997, the Company acquired additional
interests in Australian producing concessions 299P and 267P. These
interests were purchased at approximately 36 month payout based on
current production levels. However, activity on these concessions
indicate increased development work by the operator. As illustrated
in the financial statements, revenues from oil and gas, primarily from
Australia increased significantly over the prior year.
NOTE 3: OTHER RECEIVABLES
During the first quarter, the Company loaned $50,000 to Dewatering,
Inc., a startup company specializing in unique controlled fluid
disposal. This loan carries a 5% interest rate and calls for Dewatering
to issue stock equal to 5% of its outstanding shares to the Company.
This note is collateralized by personal guarantees from officers of
Dewatering, Inc.
NOTE 4: UTILIZATION OF TAX LOSS CARRY-FORWARDS
During 1996, the Company essentially used up all of its tax loss carry
forwards in offsetting and reducing its income tax liabilities.
Beginning in 1997, the Company does not have loss carry-forwards to
offset its income tax liability and will be forced to utilize a portion
of its cash flow to pay income taxes.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL DISCUSSION:
The first quarter set a new record for revenues from both disposal fees
and oil and gas production. Disposal fees were $627,398 for the quarter
ended March 31, 1997, up 17% over the same period in 1996. Oil and gas
revenues totaled $135,500 for the current quarter compared to $53,610
for the same period in 1996. This marks the largest increase over a
previous quarter in the history of the Company.
During the current quarter, the Company increased its interests in
Australian producing properties ATP 267 and ATP 299 which is reflected
in the increase in oil and gas revenues mentioned above. The operator
of ATP 299, Santos Ltd., announced plans to continue to increase
production from 1,500 barrels per day in July 1996 to 2,500 barrels per
day in July 1997 at the APEA conference in Australia. The Company has
seen some of the benefits of this effort over the last quarter of 1996
and the first quarter of 1997. The first quarter has shown an average
production of 2,400 barrels per day. Currently, there are 45 producing
wells from 12 fields on ATP 299.
ASSETS:
The Company is pleased to report an increase of $489,285 in the total
assets of the Company to $6,771,048 on March 31, 1997 from $6,281,763
for March 31, 1996. Total assets on December 31, 1996 were $6,552,697,
representing a gain of $218,351 during the first quarter of 1997. The
increase from 1996 to 1997 is primarily because of: (1) the acquisition
of additional disposal operations which caused an increase of $370,093
in production equipment; (2) increased cash on hand from $59,558 to
$218,124, plus a $100,000 cash bond in place for Southwest Tire
Processors, Inc. (SWTP); and (3) an increase in investments in listed
stocks.
Current assets were approximately the same when comparing March 31,
1997 to March 31, 1996, but increased by $283,768 when comparing March
31, 1997 to December 31, 1996. This increase was principally due to
increased accounts receivable. It is not uncommon for receivables to
be high when providing services to energy companies. Management
believes that these receivables are good and collectible.
The $100,929 cash-restricted item under Other Assets represents the
cash bond in place for SWTP. This bond is expected to be released back
to the Company during the third quarter of 1997. Other Investments
totaling $417,930 consists of the Company's 7% ownership in Signature
Motorcars, Inc., a 12.5% interest in SWTP, and a 20% participation in
Oil Seeps, Inc. The notes receivable-long term consists of $174,224
due from SWTP and the balance due from the non-current portion of
Apache Ranch land sales.
Current Liabilities were reduced when comparing March 31, 1997 to March
31, 1996. However, liabilities increased when comparing March 31, 1997
to December 31, 1996. This increase was due to estimated tax liability
for 1997 in combination with remaining taxes due from 1996. It is
important to note that the Company has no bank debt or other debt
against its assets.
The ratio of current assets to current liabilities represents the
Company's liquidity. The liquidity ratio at March 31, 1997 was 4.02:1
compared with 6.35:1 on December 31, 1996 and 2.83:1 on March 31, 1996.
Stockholders' equity continued to build for the Company to $6,255,872
on March 31, 1997. This is up $96,268 over December 31, 1996, and up
$506,427 over March 31, 1996.
REVENUES:
Total operating revenues were $762,913 for the first quarter of 1997,
which is an increase of $171,423 when comparing to the first quarter of
1996. Both disposal fees and oil and gas production showed significant
increases. The increase in disposal fees was primarily attributable to
the addition of the Amando disposal facility in June 1996. The increase
in oil and gas production was primarily due to new wells being drilled
on ATP 299, plus a carryover adjustment to the last quarter of 1996 of
approximately $20,000 from ATP 299 which was paid in the first quarter.
Of the $135,500, $22,200 was derived from domestic oil and gas interests.
Revenues from the Australian production is expected to continue to
increase since fifteen new wells have been successfully completed on
ATP 299 in the past year, plus the fact that the Company acquired
additional interests in both producing concessions ATP 299 and ATP 267
during the first quarter of 1997.
During the first quarter, the Company evaluated other disposal
operations in the South Texas area. The Company loaned $50,000 to
Dewatering, Inc., a startup company specializing in unique controlled
fluids disposal. This loan bears interest at 5% and calls for
Dewatering, Inc. to issue stock equal to 5% of its outstanding shares
to the Company as additional compensation for the loan.
COSTS OF REVENUES:
Costs of revenues increased because of the increase in the categories
of Australian marketing costs and lease costs. Australian marketing
costs increased as a direct result of additional Australian production.
Although the interests held in Australia are royalty interests, the
Company is required to bear its share of transportation and marketing
costs for its share of the production. The addition of the Amando
disposal facility is responsible for the increase in lease costs. The
total for costs of revenues for the current quarter was $159,787
compared to $139,953 for the first quarter of 1996. This led to a
gross profit of $603,126 for the first quarter of 1997 compared to
$451,537 for the same period in 1996, representing a 33% increase in
gross profit after costs of revenues.
OPERATING EXPENSES:
There were no material differences in operating expenses when comparing
the first quarter of 1997 with the first quarter of 1996. The category
of repairs and maintenance increased because the additional disposal
facilities acquired during 1995 and 1996 naturally increased required
maintenance. Correspondingly, the category of depreciation, depletion
and amortization increased primarily because of increased oil and gas
production and the additional equipment included with the new
facilities.
Income from operations for the first quarter increased $140,199 over
the same period in 1996 to a total of $302,626.
OTHER INCOME:
The majority of the interest and dividend income was received from
SWTP. The Company had a significant increase in the gain on sale of
securities when comparing 1997 to 1996 and reported a gain of $7,887
for the current period. This gain is comprised of gains from stock
and commodities trading activities.
Income before taxes for the current quarter reached $320,306 compared
to $166,103 for the same period in 1996. The Company has fully
utilized its net operating losses against earnings and is now in the
position of actually having to pay the taxes calculated. Combined
federal and state income taxes are estimated at $140,666 based on the
income of the first quarter.
Net income for the current quarter is $152,679 compared to $131,016 for
the same period in 1996 resulting in per share earnings of $.08 and
$.03 respectively. The reason for the significant difference in the
per share amounts is directly related to the reduced weighted average
shares outstanding which resulted from the conversion of common stock
to preferred stock during 1996 (which has been previously reported).
During the first quarter, the Company purchased 43,705 of its own
common stock off the market at a total cost of $102,748. Also, during
the quarter the Company issued 19,066 common shares to participants of
the Company's Dividend Reinvestment and Stock Purchase Plan, in accordance
with the plan's terms and conditions, for total proceeds of $44,768. These
funds are to be used in the Company's general operations.
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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,
1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
the undersigned hereunto duly authorized.
GOLDEN TRIANGLE INDUSTRIES, INC.
/s/ IVAN WEBB
Ivan Webb, Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Golden Triangle Industries, Inc. for the period
ended March 31, 1997, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000042284
<NAME> GOLDEN TRIANGLE INDUSTRIES, INC.
<S> <C>
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