SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ending September 30, 1997 Commission File #0-5704 MAYNARD OIL COMPANY (Exact name of registrant as specified in its charter) Delaware 75-1362284 (State or other jurisdic- (IRS Employer tion of incorporation) Identification No.) 8080 N. Central Expressway, Suite 660, Dallas, Texas 75206 Registrant's telephone number, including area code: (214)891-8880 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of September 7, 1997. 4,889,450 shares of common stock, par value $0.10 MAYNARD OIL COMPANY AND SUBSIDIARIES Index to Consolidated Financial Statements and Schedules Page Part I. Financial Information Consolidated Balance Sheets September 30, 1997 and December 31, 1996 Consolidated Statements of Operations Nine Months and Three Months ended September 30, 1997 and 1996 Consolidated Statements of Shareholders' Equity Nine Months ended September 30, 1997 Consolidated Statements of Cash Flows Nine Months ended September 30, 1997 and 1996 Notes to Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures MAYNARD OIL COMPANY AND SUBSIDIARIES Consolidated Balance Sheets September 30 December 31, 1997 1996 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 23,393,471 $ 21,817,447 Accounts receivable, trade 3,330,667 4,274,439 Other current assets 974,411 585,021 Total current assets 27,698,549 26,676,907 Property and equipment, at cost: Oil and gas properties, successful efforts method 105,601,151 103,223,604 Other property and equipment 565,506 540,736 106,166,657 103,764,340 Less accumulated depreciation and amortization (54,363,218) (49,183,946) Net property and equipment 51,803,439 54,580,394 $ 79,501,988 $ 81,257,301 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 5,000,000 $ 5,000,000 Accounts payable 2,977,159 3,592,404 Accrued expenses 2,505,781 1,710,681 Income taxes payable 540,234 3,431,476 Total current liabilities 11,023,174 13,734,561 Deferred income taxes 2,524,000 2,219,000 Long-term debt 12,500,000 16,250,000 Shareholders' equity: Preferred stock of $.50 par value. Authorized 1,000,000 shares; none issued -- -- Common stock of $.10 par value. Authorized 20,000,000 shares; 4,889,450 shares issued and outstanding 488,945 488,945 Additional paid-in capital 18,831,138 18,831,138 Retained earnings 34,134,731 29,733,657 Total shareholders' equity 53,454,814 49,053,740 Commitments $ 79,501,988 $ 81,257,301 See accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARIES Consolidated Statements of Operations Nine Months ended Three Months ended September 30, September 30, 1997 1996 1997 1996 Revenues: Oil and gas sales and royalties $19,971,221 $22,951,258 $ 5,994,485 $ 8,075,656 Interest and other 892,693 382,661 305,769 150,289 Gain on sale of assets 204,524 6,176,109 147,232 5,694,865 21,068,438 29,510,028 6,447,486 13,920,810 Costs and expenses: Operating expenses 7,530,286 7,539,495 2,578,098 2,512,760 Exploration, dry holes and abandonments 447,821 196,691 57,061 11,024 General and administrative 824,936 890,137 163,530 368,731 Depreciation and amortization 5,268,165 7,054,655 1,775,900 2,326,365 Interest and other 1,008,656 1,283,188 324,533 368,702 15,079,864 16,964,166 4,899,122 5,587,582 Income before income taxes 5,988,574 12,545,862 1,548,364 8,333,228 Income tax expense 1,587,500 2,700,000 117,500 1,450,000 Net income $ 4,401,074 $ 9,845,862 $ 1,430,864 $6,883,228 Weighted average number of common shares outstanding 4,889,450 4,889,768 4,889,450 4,889,607 Net income per common share $ .90 $2.01 $ .29 $1.41 See accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity Nine Months Ended September 30, 1997 (Unaudited) Additional Common Stock Paid-in Capital Retained Shares Amount Amount Earnings Total Balance at December 31, 1996 4,889,450 $488,945 $18,831,138 $29,733,657 $49,053,740 Net income -- -- -- 4,401,074 4,401,074 Balance at September 30, 1997 4,889,450 $488,945 $18,831,138 $34,134,731 $53,454,814 See accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARIES Consolidated Statements of Cash Flows Nine Months Ended September 30, 1997 1996 Cash flows from operating activities: Net income $4,401,074 $9,845,862 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,268,165 7,054,655 Deferred income taxes 305,000 550,000 Exploration, dry holes and abandonments 447,821 180,224 Current year costs of exploration dry holes and abandonments (447,821) (90,514) (Gain) on disposition of assets (204,524) (6,176,109) (Increase) decrease in current assets: Accounts receivable 943,772 (1,427,243) Inventories (23,595) 27,332 Prepaid expenses and other current assets (365,795) (23,780) Increase (decrease) in current liabilities: Accounts payable (615,245) (454,375) Accrued expenses 795,100 633,839 Income taxes payable (2,891,242) 370,901 Net cash provided by operating activities 7,612,710 10,490,792 Cash flows from investing activities: Proceeds from disposition of assets 276,089 8,892,728 Additions to property and equipment (2,562,775) (1,683,826) Net cash provided (used) by investing activities (2,286,686) 7,208,902 Cash flows from financing activities: Principal payments on long-term debt (3,750,000) (3,562,500) Purchase of common stock -- (4,055) Net cash provided (used) by financing activities (3,750,000) (3,566,555) Net increase in cash and cash equivalents 1,576,024 14,133,139 Cash and cash equivalents at beginning of year 21,817,447 6,138,903 Cash and cash equivalents at end of period $23,393,471 $20,272,042 See Accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements September 30, 1997 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of all recurring adjustments, necessary to present fairly the Company's financial position as of September 30, 1997 and December 31, 1996, the results of operations for the nine months ended September 30, 1997 and 1996 and changes in cash and cash equivalents for the nine months ended September 30, 1997 and 1996. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1996 Annual Report to Shareholders. 2. Net income for the nine months ended September 30, 1997 is not necessarily indicative of the results of the operations of Maynard Oil Company and Subsidiaries for the year ending December 31, 1997, and is subject to audit adjustments at year-end. 3. Net income per common share is based on the weighted average number of shares outstanding in each period, which was 4,889,450 and 4,889,768 shares at September 30, 1997 and 1996, respectively. 4. The provision for income taxes consists of the following (thousands of dollars): Nine Months Ended Three Months Ended September 30, September 30, 1997 1996 1997 1996 Current $1,283 $2,150 $ 68 $ 700 Deferred 305 550 50 750 $1,588 $2,700 $ 118 $1,450 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30, 1996 The Company reported net income of $4,401,074, or ninety cents per share, on revenues of $21,068,438 for the nine months ended September 30, 1997 compared with net income of $9,845,862, or two dollars and one cent per share, on revenues of $29,510,028 for the same period a year ago. Earnings for the current nine month period were less than the same period a year ago primarily due to the 1996 sale of approximately 130 producing oil and gas properties from which the Company posted a pre-tax gain of $6,176,109, or $1.26 per share. Oil and gas revenues also declined almost 13% due to the loss of hydrocarbon volumes after last year's property sales and also because of reduced oil prices. Oil volumes fell 10% and gas volumes were 38% lower than a year ago. Gas price increases helped offset the production volumes lost; the average gas price received during the current nine months was $2.50 per thousand cubic feet of gas sold (mcf) compared to $1.96 per mcf for the 1996 period, a 28% increase. Oil prices over the same nine months declined twenty-six cents per barrel from an average of $19.90 per barrel to $19.64 per barrel, a decline slightly in excess of 1%. Interest income more than doubled at $892,693 due to the cash proceeds realized from the prior year property dispositions and cash generated from continuing operating activities. However, this interest earned was not sufficient to offset the gains that were recognized from the property sales during the prior year. Exploration costs, which include dry holes and abandonments, increased $251,130, between the two nine month periods. During the 1996 period, the Company drilled a dry hole and incurred approximately $15,000 on its three- dimensional seismic programs, while the current nine months includes the costs associated with a dry hole plus approximately $268,000 in three-dimensional seismic work. Depreciation and amortization expense declined 25% between the first nine months of 1996 and 1997 due to lower production volumes. Interest expense decreased over 21% between the prior period and the current nine months because of scheduled debt payments. Quarter Ended September 30, 1997 Compared with Quarter Ended September 30, 1996 For the quarter ended September 30, 1997, the Company earned $1,430,864, or twenty-nine cents per share, compared with net income of $6,883,228, or one dollar and forty-one cents per share, for the same quarter a year ago. The current quarter's results declined because of reduced oil and gas sales related to the loss of production volumes attributable to last year's property sales, reduced oil pricing during the third quarter of 1997, and the gains from property sales which were posted a year ago, but were nonrecurring during the current quarter. Liquidity and Capital Resources At September 30, 1997, the Company's primary source of liquidity was $23,393,471 in cash and marketable securities. Historically, the cash generated by operating activities and proceeds from bank borrowings have been utilized to finance the growth of the Company. The Company anticipates utilizing the same strategy to finance future property acquisitions and planned development and exploratory work. PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K: None SIGNATURES 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. MAYNARD OIL COMPANY By: /s/Glenn R. Moore ---------------------------- Glenn R. Moore President By: /s/Kenneth W. Hatcher ---------------------------- Kenneth W. Hatcher Vice President of Finance Dated: November 14, 1997