FORM 10-Q/QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended June 30, 1995 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _____________________ Commission File Number: 1-100 CROFF OIL COMPANY (Exact name of registrant as specified in its charter) Utah 87-0233535 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1433 Seventeenth Street, Suite 220, Denver, CO 80202 (Address of principal executive offices) (Zip Code) (303) 297-3383 (Registrant's telephone number, including area code) _______________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report.) 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 has required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes ______ No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. _______ Yes ______ No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 526,345 shares, one class only, as of June 30, 1995. INDEX INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q) TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED). _________________________________________________________________
PART I. FINANCIAL INFORMATION Page Number Balance Sheets as of December 31, 1994 and June 30, 1995 3, 4 Statements of Operations for the Three and Six Months Ended June 30, 1994 and 1995 5 Statements of Cash Flows for the Six Months Ended June 30, 1994 and 1995 6 Notes to Financial Statements 7 Managements' Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION Reports on Form 8-K 9 Signatures. 10 _________________________________________________________________ The condensed financial statements included herein are for the Registrant, Croff Oil Company. The financial statements for the six months ended June 30, 1995 and 1994 are unaudited; however, they reflect all adjustments which, in the opinion of management, are necessary to present fairly the results of the interim periods. All adjustments necessary to a fair representation of the financial statements are of a normal recurring nature. PART I: FINANCIAL INFORMATION CROFF OIL COMPANY BALANCE SHEET December 31, June 30, 1994 1995 CURRENT ASSETS: Cash and Cash Equivalents: $ 19,385 $ 16,930 Marketable equity securities 24,250 17,000 Accounts receivable: Oil and gas purchasers 26,684 25,848 Refundable income taxes 10,053 6,582 Note receivable, secured by interests in oil and gas properties, includ- ing accrued interest 5,500 5,500 Total current assets $ 85,872 $ 71,860 PROPERTY AND EQUIPMENT, AT COST: Oil & gas properties, successful efforts method: Proved properties 457,198 457,198 Unproved properties 110,051 110,051 Coal Investment 100,000 567,249 667,249 Less accumulated depletion and depreciation (222,794) (237,794) Furniture, fixtures & equipment 4,536 4,536 Less accumulated depreciation (4,536) (4,536) -- -- Net property and equipment $ 344,455 $ 429,455 $ 430,327 $ 501,315 ============= ============
PART I: FINANCIAL INFORMATION CROFF OIL COMPANY BALANCE SHEET December 31 June 30, 1994 1995 Current Liabilities: Accounts payable $ 10,934 $ 13,231 Accrued liabilities 537 492 Note Payable -0- 50,000 Total current liabilities 11,471 63,723 Commitments (Note 3) Stockholders' equity (Note 4): Common stock, $.10 par value 20,000,000 share authorized 579,143 shares issued (579,124 in 1991) 57,914 57,914 Capital in excess of par value 909,983 909,982 Accumulated deficit (476,235) (457,498) 491,662 510,398 Less treasury stock at cost, 52,688 shares in 1992 and 52,788 in 1993 (72,806) (72,806) Total stockholders' equity 418,856 437,592 $ 430,327 $ 501,315 ============= ==============
<PAGE> CROFF OIL COMPANY Statement of Operations For the Three And Six Months Ended June 30, 1995 (Unaudited) For Three Months For Six Months Ended Ended 6/30/94 6/30/95 6/30/94 6/30/95 Revenue: Oil and gas sales........ $ 52,963 $ 47,886 $102,979 $ 92,963 Other income (loss)..... 1,186 2,602 3,078 6,322 Total revenue $ 54,149 $ 50,488 $106,057 $ 99,285 Costs and expenses: Lease operating expense.. $ 17,879 $ 9,821 $32,781 $ 20,352 Depreciation and depletion 7,500 7,500 15,000 15,000 General and administrative 20,652 20,180 38,700 39,317 Rent Expense - Related Party 2,940 2,940 5,880 5,880 $ 48,971 $ 40,441 $92,361 $ 80,549 Net income (loss) $ 5,178 $ 10,047 $13,696 $ 18,736 ======== ======== ======== ======= Earnings (Loss) Per Share $ .01 $ .02 $ .03 $ .04 ========= ========= ======== ======= CROFF OIL COMPANY Statement of Cash Flows For the Six Months Ended June 30, 1994 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 13,697 $18,736 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and depletion 15,000 15,000 Change in assets and liabilities: Decrease in accounts receivable 2,270 4,306 Decrease in other assets 500 (500) Decrease in accounts payable (972) 2,297 Decrease in accrued liabilities (51) (44) Total adjustments $ 16,747 $ 21,059 Net cash provided by operating activities: 30,444 39,795 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of oil & gas properties: (63,524) Purchase of Coal Investment (100,000) Sale of Marketable Equity Securities 7,750 --------- --------- (63,524) (92,250) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Note Payable 45,000 50,000 Increase (decrease) in cash: 11,920 (2,455) Cash at beginning of period: $ 20,879 $ 19,385 ========= ======== Cash at end of period: $ 32,799 $16,930 ========= ======== CROFF OIL COMPANY
NOTES TO FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1994 BASIS OF PREPARATION. The condensed financial statements for the three and six month periods ended June 30, 1995 and 1994 in this report have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission and reflect, in the opinion of management, all adjustments necessary to present fairly the results of the operations of the interim periods presented herein. Certain reclassifications have been made to the prior years' financial statements to conform to the 1995 presentation. Certain information in footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes the disclosures presented herein are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994, which report has been filed with the Securities and Exchange Commission, and is available from the Company. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS. Three-Month Period Ended June 30, 1995, as Compared to the Three-Month Period Ended June 30, 1994. OIL AND GAS OPERATIONS Oil and gas income, primarily from royalties, for the three months ended June 30, 1995 was $47,886 compared to $52,963 for the quarter ending June 30, 1994. This decrease was caused by several wells being shut in, and by lower prices for natural gas. Prices generally decreased over the prices one year ago. The lack of any significant drilling in the Bluebell - Altamont field in Utah is decreasing revenue to Croff as older wells decline, and revenues are not replaced with new production.
<PAGE> Production costs, which include lease operating expenses and all production related taxes, for the three months ended June 30, 1995, were lower, $9,821 in 1995, compared to $17,879 during the same time period of the prior year. This was due primarily to less workover expenses this year and lower taxes based on lower prices. Depreciation and depletion were constant. OTHER INCOME During the three month period ended June 30, 1995, the Company had other income of $2602. The other income figure was $1,186 for the quarter ending June 30, 1994. This was due to a loss of value on marketable securities more than offset with interest income on the Coal investment. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the quarter ending June 30, 1995, were $20,180 plus rent expense of $2940 for a total of $23,120 compared to $20,652, plus rent expense of $2,940 in the same period in 1994. The Company expects general and administrative costs to remain stable this year. Six Month Period Ended June 30, 1995, as Compared to the Six Month Period Ended June 30, 1994. OIL AND GAS OPERATIONS Oil and gas income, primarily from royalties, for the six months ending June 30, 1995, was $92,963 compared to $102,979 for the six months ended June 30, 1994. This decrease was caused by lower natural gas prices during the first six months of the current year, lower oil prices, less flush production following workovers, and normal decline. Production costs, which include lease operating expenses and all production related taxes, for the six months ended June 30, 1995, were $20,352 in 1995, a decrease from $32,871 during the six months ended June 30, 1994. The factors which caused this decrease were lower oil and gas production taxes, less workover costs, and a few shut in wells. OTHER INCOME. During the six month period ended June 30, 1995, the Company had other income of $6,322, primarily from interest and dividend earnings, including the interest earned from Carbon Opportunities, L.L.C. and gain on marketable securities. During the same six month period in 1994, the Company had other income of $3,078, primarily from interest and dividend earnings. GENERAL AND ADMINISTRATIVE. General and administrative expenses for the period ending June 30, 1995, were $39,317 compared to $38,700 for the six month period ending June 30, 1994. The difference was insignificant. FINANCIAL CONDITION As of June 30, 1995, the Company's current assets exceeded current liabilities by $8,037. As of December 31, 1994, the Company's current assets were $85,872, and current liabilities were $11,471 for a decrease in the Company's working capital position of approximately $36,364. This decrease was due to the purchase of Carbon Opportunities L.L.C. in March of 1995, for $100,000, of which $50,000 was cash out of current assets. This decreased the Company's current asset position. The Company expects to continue to operate at a positive cash flow for the calendar year. Management intends to pay off the Bank debt this year, which will lower the amount of cash and current assets, and also lower current liabilities.
PART II. OTHER INFORMATION I
TEM 6(b). REPORTS ON FORM 8-K. The registrant has filed no reports on Form 8-K for the period ending June 30, 1995.
<PAGE> S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REGISTRANT: CROFF OIL COMPANY By_________________________________ Gerald L. Jensen Chief Executive Officer and Chief Financial Officer By_________________________________ M. Ward Smith Chief Accounting Officer Date:___________________, 1995