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 September 30, 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 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.) 1675 Broadway, Suite 1030, Denver, CO 80202 (Address of principal executive offices) (Zip Code) (303) 628-1963 (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: 516,515 shares, one class only, as of September 30, 1996. INDEX INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q) TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED). _________________________________________________________________ PART I. FINANCIAL INFORMATION Page Number Balance Sheets as of December 31, 1995 and September 30, 1996 3, 4 Statements of Operations for the Three and Nine Months Ended September 30, 1996 and 1995 5 Statements of Cash Flows for the Three and Nine Months Ended September 30, 1996 and 1995 6 Notes to Financial Statements 7 Managements' Discussion and Analysis of Financial Condition and Results of Operations 7, 8 PART II. OTHER INFORMATION Signatures. 9 _________________________________________________________________ The condensed financial statements included herein are for the Registrant, Croff Oil Company. The financial statements for the three and nine months ended September 30, 1996 and 1995 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 Dec 31, Sept 30, 1995 1996 CURRENT ASSETS: Cash and Cash Equivalents: $ 37,933 $ 160,163 Marketable equity securities 15,500 8,250 Accounts receivable: Oil and gas purchasers 28,425 22,641 Refundable income taxes 4,290 7,489 Note receivable, collateralized 4,800 0 Total current assets $ 90,948 $ 198,543 PROPERTY AND EQUIPMENT, AT COST: Oil & gas properties, successful efforts method: Proved properties 457,874 323,565 Unproved properties 110,051 110,051 567,925 433,616 Less accumulated depletion and depreciation (249,154) (225,861) Furniture, fixtures & equipment 0 0 Less accumulated depreciation 0 0 -- -- Net property and equipment $ 318,771 $ 207,755 Coal Investment 95,299 86,788 $ 505,018 $ 493,086 ============= ============== PART I: FINANCIAL INFORMATION CROFF OIL COMPANY BALANCE SHEET Dec 31, Sept 30, 1995 1996 Current Liabilities: Accounts payable $ 10,829 $ 8,396 Accrued liabilities 3,662 3,707 Bank Note to finance coal investment 50,000 0 Total current liabilities 64,491 12,103 Commitments (Note 3) Stockholders' equity (Note 4): Common stock, $.10 par value 20,000,000 share authorized 579,143 shares issued 57,914 57,914 Capital in excess of par value 909,983 909,983 Accumulated deficit (444,724) (404,268) 523,173 563,629 Less treasury stock at cost, 62,628 shares in 1995 and 62,628 in 1996 (82,646) (82,646) Total stockholders' equity 440,527 480,983 $ 505,018 $ 493,086 ============= ============== CROFF OIL COMPANY Statement of Operations For the Three and Nine Months Ended September 30, 1996 (Unaudited) For Nine Months For Three Months Ended Ended 9/30/95 9/30/96 9/30/95 9/30/96 Revenue: Oil and gas sales........ $135,113 $ 133,784 $42,150 $46,315 Other income (loss)...... 12,137 23,298 5,815 611 Total revenue $147,250 $157,082 $47,965 $46,926 Costs and expenses: Lease operating expense.. $ 29,209 $29,636 $ 8,857 $9,324 Depreciation and depletion 22,500 16,500 7,500 4,500 General and administrative 55,946 61,447 18,020 21,857 Interest 2,771 223 1,381 0 Rent Expense - Related Party 8,820 8,820 2,940 2,940 $119,246 $116,626 $38,698 $38,621 Net income (loss) $ 28,004 $ 40,456 $ 9,267 $ 8,305 ======== ========= ======= ======= Earnings (Loss) Per Share $ .05 $ .08 $ .02 $ .02 ========= ========= ======== ======== CROFF OIL COMPANY Statement of Cash Flows For the Nine Months Ended September 30, 1995 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 28,004 $ 40,456 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and depletion 22,500 16,500 Change in assets and liabilities: Decrease in accounts receivable 6,800 2,585 Decrease in other assets 0 4,800 Increase in accounts payable 3,297 (2,433) (Gain)/Loss sale of producing leases (20,966) (Decrease) Increase in in accrued liabilities 2,654 45 Total adjustments 35,251 531 Net cash provided by operating activities: 63,255 40,987 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Sale of Securities 19,540 4,557 Sale of producing leases 0 118,020 (Purchase)/Return of coal investment (100,000) 8,511 Purchase of producing leases (3,954) (12,675) --------- --------- (84,414) 131,243 CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of Treasury Stock (4,000) 0 Proceeds/(Payoff) of Note for Coal Purchase 50,000 (50,000) --------- --------- 46,000 (50,000) Increase (decrease) in cash: 24,841 122,230 Cash at beginning of period: $ 19,385 37,933 ========= ========= Cash at end of period: $ 44,226 $160,163 ========= ========= CROFF OIL COMPANY NOTES TO FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996 BASIS OF PREPARATION. The condensed financial statements for the three and nine month periods ended September 30, 1996 and 1995 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 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, 1995, 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 September 30, 1996, as Compared to the Three-Month Period Ended September 30, 1995. OIL AND GAS OPERATIONS Oil and gas income, primarily from royalties, for the three months ended September 30, 1996 was $46,315 compared to $42,150 for the same time period of the prior year. This increase was due primarily to higher oil and natural gas prices, offset somewhat by lower production due to the sale of the leases in Texas. Production costs, which include lease operating expenses and production related taxes, for the three months ended September 30, 1996, increased when compared to the same time period of the prior year, $9,324 in 1996 compared to $8,856 in 1995. This decrease was insignificant. The sale of the Taylor Ina wells, with their carved out production payment which creates no expenses with the purchase of additional working interests should cause a small increase in the lease operating expenses. Nine Month Period Ended September 30, 1996, as Compared to the Nine Month Period Ended September 30, 1995. OIL AND GAS OPERATIONS Oil and gas income, primarily from royalties, for the nine months ending September 30, 1996, was $133,784 compared to $135,113 for the same time period of the prior year. This slight decrease was due primarily to the sale of the Texas leases, which was partially offset by higher prices for oil and natural gas. Production costs, which include lease operating expenses and all production related taxes, for the nine months ended September 30, 1996, increased when compared to the same time period of the prior year, $29,636 in 1996 compared to $29,209 in 1995. This difference was insignificant. OTHER INCOME. During the nine month period ended September 30, 1996, the Company had other income of $23,298 from interest earned, dividend payments, a lease bonus, and gain from the sale of producing properties. During the same nine month period in 1995, the Company had other income of $12,137, primarily from dividends. The Company's other income was higher due primarily to the sale of producing leases. The Company is crediting all cash flow from the coal investment against its cost basis. GENERAL AND ADMINISTRATIVE. General and administrative expenses for the nine month period ending September 30, 1996, were $61,447 compared to $55,946 for the nine month period ending September 30, 1995. This difference was due to moving costs when the Company moved its offices in Denver. During the nine month period ended September 30, the Company's total expenses decreased from $119,246 in 1995 to $116,626 in 1996. The decrease was due to lower depreciation after the sale of the Texas leases. General and administrative expenses will likely remain at approximately this level. The Company is currently operating with two part time officers and employees, and is contracting for its accounting services, office space and supplies. FINANCIAL CONDITION As of September 30, 1996, the Company's current assets exceeded current liabilities by $186,440, compared to working capital of $26,457 at December 31, 1995. This increase of $159,983 in the Company's working capital position during the nine month period ending September 30, 1996 was due to the sale of leases in North Dakota and Texas, and the retirement of the Bank note from cash flow. The Company's ratio of current assets to current liabilities was approximately 3 to 2 on December 31, 1995 and 15 to 1 on September 30, 1996. The Company is continuing its program to invest its cash in small non-operated oil and gas assets, and retaining cash to assist in expenses of any acquisition. PART II. OTHER INFORMATION ITEM 6(b). NONE. 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 By_________________________________ M. Ward Smith Chief Accounting Officer Date: November 12, 1996