1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB OMB Approval OMB Number: xxxx-xxxx Expires: Approval Pending Estimated Average Burden Hours Per Response: 1.0 (Mark One) [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 1999 [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from __________ to __________ Commission File Number: 0-3912 PETROL INDUSTRIES, INC. (Exact Name of Small Business Issuer as Specified in its Charter) NEVADA 75-1282449 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation of Organization) 202 N. THOMAS, SUITE 4 SHREVEPORT, LA 71107-6539 (Address of Principal Executive Offices) (318) 424-6396 (Issuer's Telephone Number, Including Area Code) N/A (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 [XX] NO [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES [ ] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,597,196 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. PETROL INDUSTRIES, INC. & SUBSIDIARIES Consolidated Balance Sheets June 30, December 31, 1999 1998 ASSETS ----------- ------------ ------ (unaudited) Current assets: Cash and cash equivalents $ 34,755 56,729 Accounts receivable: Trade 43,314 28,688 Other 9,497 9,497 --------- --------- 52,811 38,185 Inventory 25,182 16,685 Prepaid expenses 8,293 3,804 --------- --------- Total current assets 121,041 115,403 --------- --------- Property and equipment, at cost: Land 7,000 7,000 Developed and undeveloped oil and gas properties-successful efforts method 4,178,709 4,179,433 Trucks and other operating equipment 367,984 367,984 Furniture and fixtures 44,015 44,015 --------- --------- 4,597,708 4,598,432 Less accumulated depreciation, depletion and amortization 4,534,695 4,530,195 --------- --------- 63,013 68,237 --------- --------- Cash surrender value of life insurance, net --- --- Other assets 1,107 1,107 --------- --------- $ 185,161 184,747 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Current liabilities: Accounts payable $ 41,696 37,242 Note payable 50,000 --- Payable to interest owners 315,656 313,168 Payable to officer, net 641,283 562,682 Accrued expenses 107,339 106,770 --------- --------- Total current liabilities 1,155,974 1,019,862 --------- --------- Stockholders' deficit: Preferred stock-no par value. Authorized 1,000,000 shares; no shares issued or outstanding --- --- Common stock-$.10 par value. Authorized 10,000,000 shares; issued and outstanding 1,597,196 shares in 1999 and 1998 159,720 159,720 Accumulated deficit (1,130,533) (994,835) --------- --------- Total stockholders' deficit (970,813) (835,115) --------- --------- $ 185,161 184,747 ========= ========= 3 PETROL INDUSTRIES, INC. & SUBSIDIARIES Consolidated Statements of Operations (unaudited) Quarter Ended Six Months Ended June 30, June 30, ------------- ---------------- 1999 1998 1999 1998 ---- ---- ---- ---- Revenues: Oil and gas sales $ 119,639 114,398 198,110 251,422 Other operating income 6,532 7,863 10,203 14,493 --------- --------- --------- --------- 126,171 122,261 208,313 265,915 --------- --------- --------- --------- Expenses: Lease operating expense 95,541 132,295 184,223 280,911 General and administrative 69,099 77,680 139,525 164,466 Depreciation, depletion and amortization 2,250 2,400 4,500 4,200 --------- --------- --------- --------- 166,890 212,375 328,248 449,577 --------- --------- --------- --------- Operating loss $ (40,719) (90,114) (119,935) (183,662) --------- --------- --------- --------- Other income and (expense): Loss on sale of assets --- --- --- (408) Interest income 66 1,849 336 4,043 Interest expense (8,346) (9,503) (16,099) (18,401) --------- --------- --------- --------- (8,280) (7,654) (15,763) (14,766) --------- --------- --------- --------- Net loss $ (48,999) (97,768) (135,698) (198,428) ========= ========= ========= ========= Net loss per share $ (.03) (.06) (.09) (.12) ========= ========= ========= ========= Average common shares outstanding 1,597,196 1,597,196 1,597,196 1,597,196 ========= ========= ========= ========= 4 PETROL INDUSTRIES, INC. & SUBSIDIARIES Consolidated Statements of Cash Flows Six months ended June 30, 1999 and 1998 (unaudited) 1999 1998 ---- ---- Operating activities: Net loss $ (135,698) (198,428) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion and amortization 4,500 4,200 Loss on sale of assets --- 408 Losses on retirements of property and equipment included in lease operating expenses 724 (857) Changes in assets and liabilities: Cash surrender value of life insurance --- (5,550) Accounts receivable (14,626) 17,229 Inventory (8,497) 20,255 Prepaid expenses (4,489) (6,973) Accounts payable and accrued expenses 5,023 13,757 Note payable 50,000 --- Payable to officer, net 78,601 93,464 Payable to interest owners 2,488 5,548 --------- --------- Net cash (used) provided by operating activities (21,974) (56,947) Investing activities: Capital expenditures --- (23,190) --------- --------- Net cash used by investing activities --- (23,190) Decrease in cash and cash equivalents (21,974) (80,137) Cash and cash equivalents at beginning of period 56,729 174,809 --------- --------- Cash and cash equivalents at end of period $ 34,755 94,672 ========= ========= 5 PETROL INDUSTRIES, INC. & SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Deficit Six months ended June 30, 1999 and 1998 (unaudited) 1999 1998 ---- ---- Stockholders' deficit at January 1 $ (835,115) (451,125) Net loss for the six-month period (135,698) (198,428) --------- --------- Stockholders' deficit at June 30 $ (970,813) (649,553) ========= ========= 6 PETROL INDUSTRIES, INC. & SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) 1. The accompanying unaudited consolidated financial statements have been prepared by the Registrant in accordance with generally accepted accounting principles, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying financial statements contain all adjustments necessary for a fair statement of the results for the interim periods presented. It is suggested that these consolidated financial statements be used in conjunction with the consolidated financial statements and the notes thereto included in the Registrant's 1998 Annual Report on Form 10-KSB. 2. The consolidated financial statements included herein are consolidated with the accounts of Petrolind Drilling Funds, Inc. and Realco, Inc., both wholly owned subsidiaries of the Registrant, neither of which was active during 1999 or 1998. 3. Net income per share of common stock is computed on the weighted average number of shares outstanding during the six months ended June 30. The weighted average number of shares outstanding was determined by totaling the number of shares outstanding at the end of each month and dividing that total by the number of months. Total Number of Shares Outstanding 1999 1998 ---- ---- January 31 1,597,196 1,597,196 February 28 1,597,196 1,597,196 March 31 1,597,196 1,597,196 April 30 1,597,196 1,597,196 May 31 1,597,196 1,597,196 June 30 1,597,196 1,597,196 4. The expected tax benefit resulting from operating losses for the first six months of 1999 has not been recorded because it is not expected to be realizable. Additionally, there were no significant changes in the temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30, 1999. 5. The Company has entered into a loan agreement with a stockholder of the corporation in which it has the ability to borrow an amount in the aggregate not to exceed $100,000, including any amounts advanced prior to the execution of said agreement. Borrowings under this note will bear interest at 10.75% and funds borrowed may be used to fund the operations of the Company. Payment of all accrued and unpaid interest and all unpaid principal is due May 1, 2001. Until such due date, the Company will on a quarterly basis pay only the accrued unpaid interest on the note on the 10th day of the month for the preceding calendar quarter or portion thereof; such payments will be due January 10, April 10, July 10, and October 10. The Company has the right 7 under the note agreement to make principal payments at any time before they are due without incurring any prepayment penalties. In addition to the protections given under this agreement, a mortgage on certain real property owned by the Company is pledged as security on said agreement. Gross borrowing under the agreement as of June 30, 1999, was $50,000. 8 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Oil and gas sales revenues increased approximately 4.6% in the second quarter of 1999, compared to the second quarter of 1998, the result being an approximate 23.0% increase in average oil prices of approximately $2.80 per barrel. The Company's net loss for the period decreased to $48,999, or ($.03) per share, compared to $97,768 in the 1998 period, or ($.06) per share. The Company sustained an operating loss of $40,719 in the second quarter of 1999, compared to an operating loss of $90,114 in the prior year's second quarter. For the six month period ended June 30, 1999, the Company's net loss decreased approximately 31.6% to $135,698 from the $198,428 net loss in the prior year's period. Management has attempted to reduce operating costs over the past several years in an effort to restore profitability in the face of current oil prices. Profitability is contingent essentially upon two factors: increasing production from the Company's mineral leases and increases in world oil prices. Management continues to explore possible approaches to increasing oil production, including technological developments or pursuing drilling operations. Oil prices averaged $15.01 per barrel during the second quarter of 1999, compared to an average of $12.21 per barrel in the 1998 period. For the six month period, oil prices averaged $12.87 per barrel in 1999 compared to $12.94 in 1998. The Company had cash and cash equivalents at June 30, 1999, of $34,755, compared to $56,729 at the end of the 1998 fiscal year. Management estimates that it owes $315,656 from the settlement of the Horne Lease dispute with Oryx to owners of other interests in the Horne Lease. In July, 1999, the National Association of Securities Dealers changed the stock symbol of Petrol Industries, Inc. from PTRL to PTLD. The new symbol became effective July 22, 1999. The Company's common stock is traded over-the-counter. The Company is working to resolve the potential impact of the year 2000 on the ability of the Company's computerized information systems to accurately process information that may be date-sensitive. Any of the Company's programs that recognize a date using "00" as the year 1900 rather than the year 2000 could result in errors or system failures. The Company utilizes a limited number of computer programs across its entire operation. The Company has not completed its assessment, but currently believes that costs of addressing this issue will not have a material adverse impact on the Company's financial position, as its computer programs will be updated by third party vendors. However, if the Company and third parties upon which it relies are unable to address this issue in a timely manner, it could result in a material financial risk to the Company. In order to assure that this does not occur, the Company plans to devote all resources required to resolve any significant year 2000 issues in a timely manner. 9 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS. None. Item 1. CHANGES IN SECURITIES. None. Item 3. DEFAULTS UPON SENIOR SECURITIES. None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. 10 SIGNATURE --------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 13, 1999 PETROL INDUSTRIES, INC. By: Joseph M. Rodano ----------------------- Joseph M. Rodano President and Treasurer 11 EXHIBIT INDEX Exhibit Description No. ----------- ------- 27 Financial Data Schedule