FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended March 31, 1999 Commission File No. 0-18774
Spindletop Oil & Gas Co.
(Exact name of registrant as specified in its charter)
Texas 75-2063001
- ------------------------------- -----------------------
(State or other jurisdiction (IRS Employer or I.D.#)
of incorporation or organization)
9319 LBJ Frwy.,#205, Dallas, Texas 75243
- ------------------------------------------ -----------------
(Address of principle executive offices) (Zip Code)
(972)644-2581
Registrant's telephone number, including area code)
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 twelve 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 ninety (90) days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock - $.01 par value 7,525,804
(Title of Class) (Number of shares Outstanding
on May 10, 1999)
1
<PAGE>
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
FORM 10-Q March 31, 1999
INDEX
Part I Financial Information: Page No.
Item 1. Financial Statements.
Consolidated Balance Sheets
March 31, 1999 (Unaudited) and December 31, 1998. ............3
Consolidated Statements of Income (Loss)(Unaudited)
Three Months Ended March 31, 1999 and 1998....................5
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 1999 and 1998....................6
Notes to Consolidated Financial Statements.......................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................8
Part II Other Information:
Item 6. Exhibits and Reports on Form 8-K.........................9
2
<PAGE>
Part I Financial information
Item 1. Financial statements
<TABLE>
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31 December 31
1999 1998
----------- -----------
(Unaudited)
Assets
Current Assets
<S> <C> <C>
Cash $ 242,000 $ 288,000
Accounts receivable 337,000 284,000
Accounts receivable, related parties 33,000 33,000
Shareholder loans 8,000 8,000
Inventory -- --
----------- -----------
Total Current Assets 620,000 613,000
----------- -----------
Property and Equipment - at cost
Oil and gas properties (full cost method) 3,008,000 3,008,000
Rental equipment 338,000 338,000
Gas gathering systems 151,000 151,000
Other property and equipment 191,000 191,000
----------- -----------
3,688,000 3,688,000
Accumulated depreciation and amortization (2,607,000) (2,548,000)
----------- -----------
1,081,000 1,140,000
----------- -----------
Other Assets, net of accumulated amortization
of $92,000 and $89,000 at March 31, 1999 and
December 31, 1998 respectively 22,000 40,000
----------- -----------
Total Assets $ 1,723,000 $ 1,793,000
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, December 31,
1999 1998
----------- -----------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
<S> <C> <C>
Accounts payable and accrued liabilities $ 415,000 $ 426,000
Notes payable - -
Tax savings benefit payable 97,000 97,000
----------- -----------
Total Current Liabilities 512,000 523,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value;100,000,000
shares authorized;7,525,804 issued
(7,525,804 at December 31, 1998) 75,000 75,000
Additional paid-in capital 733,000 733,000
Retained earnings 403,000 462,000
----------- -----------
1,211,000 1,270,000
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,723,000 $ 1,793,000
=========== ==========
See accompanying notes to financial statements.
</TABLE>
4
<PAGE>
<TABLE>
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
---------------------------
1999 1998
----------- -----------
Revenues
<S> <C> <C>
Oil and gas revenues $ 199,000 $ 353,000
Revenue from lease operations 42,000 45,000
Gas gathering fees 3,000 4,000
Equipment rental 28,000 31,000
Sale of natural gas - 10,000
Interest Income 1,000 3,000
Other 8,000 -
----------- -----------
281,000 446,000
----------- -----------
Expenses
Pipeline and rental operations 11,000 19,000
Lease operations 139,000 179,000
Purchase of natural gas - 5,000
Depreciation and amortization 61,000 59,000
General and administrative 129,000 149,000
----------- -----------
340,000 411,000
----------- -----------
Net Income (Loss) $ (59,000) $ 35,000
=========== ===========
Net Income Per Share of Common Stock $ - $ -
=========== ===========
Weighted average shares outstanding 7,525,804 7,525,804
=========== ===========
See accompanying notes to financial statements.
</TABLE>
5
<PAGE>
<TABLE>
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1999 1998
Cash Flows from Operating Activities
<S> <C> <C>
Net Income $ (59,000) $ 35,000
Reconciliation of net income to net
cash provided by operating activities:
Depreciation and amortization 61,000 59,000
(Increase) decrease in accounts receivable (53,000) (7,000)
(Increase) decrease in inventory - 8,000
Increase (decrease) in accounts payable (11,000) (29,000)
---------- ---------
Net cash provided (used) by operating activities (62,000) 66,000
---------- ---------
Cash Flows from Investing Activities
Capitalized acquisition, exploration and
development costs - (97,000)
---------- ---------
Net cash used by investing activities - (97,000)
---------- ---------
Cash Flows from Financing Activities
Repayment of notes payable - (1,000)
Decrease in other assets 16,000 -
Advances to shareholder - (5,000)
---------- ----------
Net cash provided (used) by financing activities 16,000 (6,000)
---------- ----------
Decrease in cash (46,000) (37,000)
Cash at beginning of period 288,000 448,000
---------- ---------
Cash at end of period $ 242,000 $ 411,000
========== =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
Spindletop Oil & Gas Co. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include all of the disclosures
normally required by generally accepted accounting principles or those normally
made in the Company's annual Form 10-K filing. Accordingly, the reader of this
form 10-Q may wish to refer to the Company's Form 10-K for the year ended
December 31, 1998 for further information.
In the opinion of management, the accompanying interim financial statements
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, the results of
operations and changes in cash flows of the Company and its consolidated
subsidiary for the interim periods.
7
<PAGE>
Spindletop Oil & Gas Co. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operation
Results of Operations
1999 Compared to 1998
Oil and gas revenues decreased in 1999 due to both a decrease in production and
and oil and gas prices.
Sale of natural gas and related purchases decreased in 1999 as a result of the
sale of the pipeline in 1998.
Lease operating expenses decreased in 1999 due to a decrease in repairs and
maintenance on existing wells.
1998 Compared to 1997
Oil and gas revenues decreased in 1998 primarily due to a decrease in gas
prices.
Financial Condition and Liquidity
The Company's operating capital needs, as well as its capital spending program
are generally funded from cash flow generated by operations. Because future cash
flow is subject to a number of variables, such as the level of production and
the sales price of oil and natural gas, the Company can provide no assurance
that its operations will provide cash sufficient to maintain current levels of
capital spending. Accordingly, the Company may be required to seek additional
financing from third parties in order to fund its exploration and development
programs.
8
<PAGE>
Spindletop Oil & Gas Co. and Subsidiaries
March 31, 1999
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
9
<PAGE>
Signature
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.
SPINDLETOP OIL & GAS CO.
(Registrant)
DATE: May 14, 1999 By:/s/ Paul E. Cash
-----------------------
Paul E. Cash
President
DATE: May 14, 1999 By:/s/Gary Goodnight
-------------------------
Gary Goodnight
Controller
11
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-1-1999
<PERIOD-END> Mar-31-1999
<EXCHANGE-RATE> 1
<CASH> 242,000
<SECURITIES> 0
<RECEIVABLES> 370,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 620,000
<PP&E> 3,688,000
<DEPRECIATION> 2,607,000
<TOTAL-ASSETS> 1,723,000
<CURRENT-LIABILITIES> 512,000
<BONDS> 0
0
0
<COMMON> 75,000
<OTHER-SE> 1,136,000
<TOTAL-LIABILITY-AND-EQUITY> 1,723,000
<SALES> 199,000
<TOTAL-REVENUES> 281,000
<CGS> 0
<TOTAL-COSTS> 139,000
<OTHER-EXPENSES> 201,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (59,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (59,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (59,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
