As filed with the SEC on May 14, 2003
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SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 10-QSB |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) 15(d) |
For the Quarterly Period Ended March 31, 2003 |
Commission File No. 0-22750 |
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ROYALE ENERGY, INC. |
(Name of Small Business Issuer in its charter) |
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California |
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33-0224120 |
(State or other jurisdiction of |
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(I.R.S. Employer |
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7676 Hazard Center Drive, Suite 1500 |
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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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At March 31, 2003, a total of 5,030,101 shares of registrant's Common Stock were outstanding. |
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TABLE OF CONTENTS |
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PART I |
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FINANCIAL INFORMATION |
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1 |
Item 1. |
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Financial Statements |
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1 |
Item 2. |
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Management's Discussion and Analysis of Financial Condition and |
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7 |
Item 3 |
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Disclosure Controls and Procedures |
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8 |
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PART II |
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OTHER INFORMATION |
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9 |
Item 6. |
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Exhibits, Lists, and Reports on Form 8-K |
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9 |
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Signatures |
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9 |
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Certifications |
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10 |
-ii- |
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PART I. FINANCIAL CONDITION |
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Item 1. Financial Statements |
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The following unaudited Financial Statements for the period ended March 31, 2003, have been prepared by Royale Energy, Inc. ("Royale Energy"). |
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ROYALE ENERGY, INC. |
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March 31, |
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December 31, |
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2003 |
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2002 |
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(Unaudited) |
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(Audited) |
ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ 4,829,417 |
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$ 2,229,944 |
Accounts receivable |
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2,953,565 |
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3,736,236 |
Other current assets |
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1,722,670 |
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1,819,764 |
Inventory |
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94,625 |
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63,148 |
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Total Current Assets |
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9,600,277 |
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7,849,092 |
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Investments |
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275,000 |
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275,000 |
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Oil and Gas Properties at cost, (successful efforts |
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basis), Equipment and Fixtures |
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16,029,315 |
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15,176,635 |
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TOTAL ASSETS: |
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$ 25,904,592 |
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$ 23,300,727 |
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See notes to Consolidated Financial Statements |
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-1- |
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ROYALE ENERGY, INC. |
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March 31, |
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December 31, |
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2003 |
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2002 |
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(Unaudited) |
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(Audited) |
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts payable and accrued expenses |
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$ 7,180,879 |
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$ 6,031,047 |
Deferred revenue from turnkey drilling |
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2,435,160 |
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2,566,188 |
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Total Current Liabilities |
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9,616,039 |
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8,597,235 |
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Long-term debt, net of current portion |
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4,500,000 |
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3,500,000 |
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Total Liabilities |
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14,116,039 |
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12,097,235 |
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Redeemable Preferred Stock |
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Series A, convertible preferred stock, no par value, |
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12,017 |
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12,017 |
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Stockholders' Equity |
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Common stock, no par value, authorized 10,000,000 shares, |
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16,692,095 |
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16,692,095 |
Convertible preferred stock, Series AA, no par value, |
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191,813 |
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191,813 |
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Accumulated (deficit) |
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(5,026,227) |
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(5,611,288) |
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Total paid in capital and accumulated deficit |
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11,857,681 |
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11,272,620 |
Less cost of treasury stock, 20,000 and 20,000 shares |
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(97,906) |
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(97,906) |
Paid in capital, treasury stock |
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16,761 |
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16,761 |
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Total Stockholders' Equity |
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11,788,553 |
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11,203,492 |
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TOTAL LIABILITIES AND |
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$ 25,904,592 |
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$ 23,300,727 |
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See notes to Consolidated Financial Statements |
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-2- |
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ROYALE ENERGY, INC. |
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Three Months Ended March 31, |
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2003 |
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2002 |
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(Unaudited) |
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(Unaudited) |
Revenues |
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Sale of oil and gas |
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$ 2,145,480 |
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$ 875,770 |
Turnkey drilling |
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1,688,644 |
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1,442,367 |
Supervisory fees and other |
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160,664 |
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154,349 |
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Total Revenues |
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3,994,788 |
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2,472,486 |
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Costs and Expenses |
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General and administrative |
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786,273 |
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628,479 |
Turnkey drilling and development |
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1,110,768 |
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758,356 |
Lease operating |
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300,408 |
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434,702 |
Lease impairment |
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296,649 |
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0 |
Legal and accounting |
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296,108 |
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352,284 |
Marketing |
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124,001 |
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194,807 |
Depreciation, depletion and amortization |
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394,079 |
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332,775 |
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Total Costs and Expenses |
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3,308,286 |
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2,701,403 |
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Income (Loss) from Operations |
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686,502 |
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(228,917) |
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Other Expense |
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Interest expense |
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50,575 |
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4,795 |
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Income Before Income Tax Expense |
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635,927 |
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(233,712) |
Income Tax Provision |
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50,866 |
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0 |
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Net Income (Loss) |
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$ 585,061 |
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$ (233,712) |
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Diluted Earnings Per Share |
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$ 0.11 |
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$ (0.04) |
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Basic Earnings Per Share |
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$ 0.12 |
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$ (0.05) |
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See notes to Consolidated Financial Statements |
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-3- |
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ROYALE ENERGY, INC. |
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Three Months Ended March 31, |
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2002 |
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2001 |
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(Unaudited) |
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(Unaudited) |
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
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$ 585,061 |
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$ (233,712) |
Adjustment to reconcile net income to net cash |
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provided (used) by operating activities: |
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Depreciation, depletion and amortization |
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394,079 |
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332,775 |
Lease impairment |
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296,649 |
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0 |
(Increase) decrease in: |
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Accounts receivable |
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782,671 |
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692,768 |
Prepaid expenses and other assets |
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65,617 |
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(49,321) |
Increase (decrease) in: |
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Accounts payable and accrued expenses |
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1,149,832 |
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698,745 |
Deferred revenues - DWI |
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(131,028) |
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(174,572) |
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Net Cash Provided by Operating Activities |
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3,142,881 |
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1,266,683 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Expenditures for oil and gas properties |
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(1,463,916) |
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(1,331,447) |
Other capital expenditures |
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(79,492) |
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(7,872) |
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Net Cash Provided (Used) by Investing Activities |
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(1,543,408) |
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(1,339,319) |
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CASH FLOW FROM FINANCING ACTIVITIES |
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Proceeds from long-term debt |
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1,000,000 |
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1,000,000 |
Principal payments on long-term debt |
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0 |
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0 |
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Net Cash Provided (Used) by Financing Activities |
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1,000,000 |
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1,000,000 |
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Net increase in cash and cash equivalents |
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2,599,473 |
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927,364 |
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Cash at beginning of year |
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2,229,944 |
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3,131,223 |
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Cash at end of period |
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$ 4,829,417 |
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$ 4,059,223 |
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SUPPLEMENTAL INFORMATION |
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Cash paid for interest |
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$ 53,457 |
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$ 4,795 |
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Cash paid for taxes |
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$ 0 |
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$ 9,958 |
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See notes to Consolidated Financial Statements |
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-4- |
ROYALE ENERGY, INC. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
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Note 1 - In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting only of normally recurring adjustments, necessary to present fairly the Company's financial position and the results of its operations and cash flows for the periods presented. The results of operations for the three month period is not, in management's opinion, indicative of the results to be expected for a full year of operations. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report. |
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Note 2 - Earnings Per Share (SFAS 128) |
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Basic and diluted earnings per share are calculated as follows: |
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Three Months Ended March 31, 2003 |
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Income |
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Shares |
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Per-Share |
Basic Earnings Per Share: |
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Net income available to common stock |
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$ 585,061 |
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5,027,644 |
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$ 0.12 |
Diluted Earnings Per Share: |
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Effect of dilutive securities and stock |
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- |
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222,680 |
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(0.01) |
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Net income available to common stock |
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$ 585,061 |
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5,321,285 |
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$ 0.11 |
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Three Months Ended March 31, 2002 |
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Income |
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Shares |
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Per-Share |
Basic Earnings Per Share: |
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Net income available to common stock |
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$ (233,712) |
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5,027,175 |
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$ (0.05) |
Diluted Earnings Per Share: |
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Effect of dilutive securities and stock |
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- |
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279,596 |
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0.01 |
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Net income available to common stock |
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$ (233,712) |
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5,306,771 |
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$ (0.04) |
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Note 3 - Investments |
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-5- |
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Note 4 - Oil and Gas Properties, Equipment and Fixtures |
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Oil and gas properties, equipment and fixtures consist of the following: |
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March 31, 2003 |
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December 31, 2002 |
Oil and Gas |
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Producing properties, including drilling costs |
$ 13,220,918 |
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$ 12,072,748 |
Undeveloped properties |
2,045,921 |
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2,457,642 |
Lease and well equipment |
5,891,646 |
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5,481,318 |
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21,158,485 |
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20,011,708 |
Accumulated depletion, depreciation & amortization |
(5,568,714) |
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(5,218,769) |
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15,589,771 |
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14,792,939 |
Commercial and Other |
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Furniture and equipment |
904,625 |
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825,133 |
Accumulated depreciation |
(465,081) |
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(441,437) |
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439,544 |
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383,696 |
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16,029,315 |
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15,176,635 |
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-6- |
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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. |
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ROYALE ENERGY, INC. |
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Date: May 14, 2003 |
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/s/ Donald H. Hosmer |
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Donald H. Hosmer, President and Chief Executive Officer |
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Date: May 14, 2003 |
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/s/ Stephen M. Hosmer |
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Stephen M. Hosmer, Executive Vice President and Chief Financial Officer |
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-9- |
Certifications |
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1. I have reviewed this quarterly report on Form 10-QSB of Royale Energy, Inc.; |
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2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
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a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
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b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
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c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
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5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
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a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and |
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b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
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-10- |
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6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
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Date: May 14, 2003 |
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/s/ Donald H. Hosmer |
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Donald H. Hosmer, President and Chief Executive Officer |
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I, Stephen M.. Hosmer, Chief Financial Officer of Royale Energy, Inc., certify that: |
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1. I have reviewed this quarterly report on Form 10-QSB of Royale Energy, Inc.; |
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2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
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a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
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b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
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c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
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5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
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a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and |
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b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
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-11- |
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6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
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Date: May 14, 2003 |
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/s/ Stephen M. Hosmer |
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Stephen M. Hosmer, Executive Vice President and Chief Financial Officer |
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-12- |
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