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 June 30, 1998 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 August 7, 1998. 4,888,613 shares of common stock, par value $0.10 MAYNARD OIL COMPANY AND SUBSIDIARY Index to Consolidated Financial Statements and Schedules Page Part I. Financial Information Consolidated Balance Sheets June 30, 1998 and December 31, 1997 Consolidated Statements of Operations Six Months and Three Months ended June 30, 1998 and 1997 Consolidated Statements of Shareholders' Equity Six Months ended June 30, 1998 Consolidated Statements of Cash Flows Six Months ended June 30, 1998 and 1997 Notes to Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information and Reports on Form 8-K Item 4. Submission of Matters to a Vote of Security Holders Signatures MAYNARD OIL COMPANY AND SUBSIDIARY Consolidated Balance Sheets June 30, December 31, 1998 1997 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $24,550,551 $24,584,288 Accounts receivable, trade 2,910,237 3,267,255 Other current assets 488,123 546,238 Total current assets 27,948,911 28,397,781 Property and equipment, at cost: Oil and gas properties, successful efforts method 104,676,840 104,031,352 Other property and equipment 547,789 548,668 105,224,629 104,580,020 Less accumulated depreciation and amortization (58,286,474) (54,692,225) Net property and equipment 46,938,155 49,887,795 $74,887,066 $78,285,576 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 5,000,000 $ 5,000,000 Accounts payable 3,122,581 4,271,662 Accrued expenses 1,563,166 1,402,021 Income taxes payable 40,799 220,798 Total current liabilities 9,726,546 10,894,481 Deferred income taxes 2,682,000 2,632,000 Long-term debt 8,750,000 11,250,000 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; 4,888,613 and 4,889,450 shares issued and outstanding 488,861 488,945 Additional paid-in capital 18,831,138 18,831,138 Retained earnings 34,408,521 34,189,012 Total shareholders' equity 53,728,520 53,509,095 Contingencies and commitments $74,887,066 $78,285,576 See accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARY Consolidated Statements of Operations Six Months ended Three Months ended June 30, June 30, 1998 1997 1998 1997 Revenues: Oil and gas sales $ 8,823,345 $13,976,736 $ 4,133,471 $ 6,207,323 Interest and other 677,312 586,924 339,346 314,493 Gain on disposition of assets 9,795 57,292 7,375 55,260 9,510,452 14,620,952 4,480,192 6,577,076 Costs and expenses: Operating expenses 4,431,297 4,952,188 2,114,413 2,500,111 Exploration, dry holes and abandonments 45,310 390,760 29,359 316,512 General and administrative 538,683 661,406 218,770 344,208 Depreciation and amortization 3,616,262 3,492,265 1,824,304 1,792,265 Interest and other 535,698 684,123 262,979 332,597 9,167,250 10,180,742 4,449,825 5,285,693 Income before income taxes 343,202 4,440,210 30,367 1,291,383 Income tax expense 115,000 1,470,000 10,000 435,000 Net income $ 228,202 $ 2,970,210 $ 20,367 $ 856,383 Weighted average number of common shares outstanding 4,889,352 4,889,450 4,889,262 4,889,450 Net income per common share $.047 $.607 $.004 $.175 See accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARY Consolidated Statements of Shareholders' Equity Six Months Ended June 30, 1998 (Unaudited) Additional Common Stock Paid-in Capital Retained Shares Amount Amount Earnings Total Balance at December 31, 1997 4,889,450 $488,945 $18,831,138 $34,189,012 $53,509,095 Net income -- -- -- 228,202 228,202 Purchase of common stock (837) (84) -- (8,693) (8,777) Balance at June 30, 1998 4,888,613 $488,861 $18,831,138 $34,408,521 $53,728,520 See accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARY Consolidated Statements of Cash Flows Six Months Ended June 30, 1998 1997 Cash flows from operating activities: Net income $ 228,202 $2,970,210 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,616,262 3,492,265 Deferred income taxes 50,000 255,000 Dry holes and abandonments 8,554 390,760 Current year costs of dry holes and abandonments (8,554) (390,760) (Gain) on disposition of assets (9,795) (57,292) (Increase) decrease in current assets: Accounts receivable 357,018 1,104,895 Prepaid expenses and other current assets 58,115 (31,425) Increase (decrease) in current liabilities: Accounts payable (1,149,081) (556,346) Accrued expenses 161,145 372,685 Income taxes payable (179,999) (3,326,239) Net cash provided by operating activities 3,131,867 4,223,753 Cash flows from investing activities: Proceeds from disposition of assets 19,334 65,662 Additions to property and equipment (676,161) (1,900,379) Net cash provided (used) by investing activities (656,827) (1,834,717) Cash flows from financing activities: Purchase of common stock (8,777) -- Principal payments on long-term debt (2,500,000) (2,500,000) Net cash provided (used) by financing activities (2,508,777) (2,500,000) Net increase (decrease) in cash and cash equivalents (33,737) (110,964) Cash and cash equivalents at beginning of year 24,584,288 21,817,447 Cash and cash equivalents at end of period $24,550,551 $21,706,483 See Accompanying Notes to Consolidated Financial Statements. MAYNARD OIL COMPANY AND SUBSIDIARY Notes to Consolidated Financial Statements June 30, 1998 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 June 30, 1998 and December 31, 1997, the results of operations for the six months ended June 30, 1998 and 1997 and changes in cash and cash equivalents for the six months ended June 30, 1998 and 1997. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1997 Annual Report to Shareholders. 2. Net income for the six months ended June 30, 1998 is not necessarily indicative of the results of the operations of Maynard Oil Company and Subsidiary for the year ending December 31, 1998, and is subject to audit adjustments at year-end. 3. Net income (loss) per common share is based on the weighted average number of shares outstanding in each period, which was 4,889,352 and 4,889,450 shares at June 30, 1998 and 1997, respectively. 4. The provision for income taxes consists of the following (thousands of dollars): Six Months Ended Three Months Ended June 30, June 30, 1998 1997 1998 1997 Federal: Current $ 65 $1,215 $ (15) $ 315 Deferred (benefit) 50 255 25 120 $ 115 $1,470 $ 10 $ 435 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview At December 31,1997, the weighted average product prices of $15.72 per barrel for crude oil and $2.05 per thousand cubic feet (mcf) for natural gas were applied to the estimates of recoverable hydrocarbon reserves to arrive at future net revenues that the Company might ultimately receive. At that time, the Company recognized an impairment loss on all properties whose investment would not be recoverable under the above pricing scenarios in accordance with Statement of Financial Accounting Standards No. 121 ("SFAS 121"), Accounting for the Impairment of Long Lived Assets and for Long-Lived Assets to be Disposed of. During the first six months of 1998, the Company's hydrocarbon sales averaged $13.35 per barrel for crude oil and $2.23 per mcf for natural gas. NYMEX crude oil pricing estimates for December, 1998 contracts vary between $14.78 and $15.71 per barrel, and Henry Hub estimates for December, 1998 natural gas contracts vary between $2.46 and $2.66 per mcf. The Company believes it has made adequate provision for depreciation and amortization expense in its June 30, 1998 financial statements, but should crude oil prices remain at current levels, an additional impairment loss could be recognized in future periods. Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997 The Company reported net income of $228,202, or five cents per share, on revenues of $9,510,452 for the six months ended June 30, 1998 compared with net income of $2,970,210, or sixty-one cents per share, on revenues of $14,620,952 for the same period a year ago. Earnings for the 1998 period were adversely affected by the sharp reduction in oil prices, and to a lesser extent, by production declines in the volumes of oil and gas produced and sold. Gas volumes dropped almost 14% from a year ago, while oil volumes fell slightly in excess of 5% over the same period. Crude oil prices plunged $7.24 per barrel between the two six month periods, and gas prices declined forty-nine cents per mcf. Thus, oil and gas revenues were $5,153,391 less than six months a year ago, a 37% decline. Operating expenses reflected a decrease of $520,891, primarily attributable to lower severance taxes from reduced oil and gas sales. When converted to a net equivalent barrel basis ( NEB , conversion of 6 mcf equal to 1 NEB), the amounts are similar - $6.71 per NEB during 1998 compared to $6.95 per NEB in 1997. Exploration costs, which include dry holes and abandonments, dropped $345,450 between the two six month periods. During the 1997 six months, the Company participated in a seismic shoot and drilled an exploratory dry hole, but during the current period, minimal exploratory costs were expended to complete earlier projects. General and administrative expenses declined $122,723, almost 19%, to reflect lower phantom stock expense (which relates to fluctuations in the Company's common stock price) and increased overhead billings on Company operated properties, which are recorded as reductions to administrative expense. Depreciation and amortization expense rose $123,997 during the current six months (from $4.90 per NEB for the 1997 period to $5.48 per NEB currently). Expressed as a percentage of net book value, the overall depletion and amortization rate rose from 6.2% in 1997 to 7.2% in 1998. Interest expense decreased $148,425 in the 1998 period reflecting reductions in outstanding bank debt due to scheduled loan repayments. Quarter Ended June 30, 1998 Compared with Quarter Ended June 30, 1997 For the quarter ended June 30, 1998, the Company earned $20,367, or less than a half cent per share, compared with net income of $856,383, or eighteen cents per share, for the same quarter a year ago. The current quarter s results were adversely affected by the precipitous drop in oil prices during the second quarter of 1998 compared to the second quarter of 1997. Oil prices for the current quarter were $12.32 compared to $18.54 for the same quarter a year ago. Liquidity and Capital Resources The Company ended its first six months of 1998 with working capital of $18,222,365 compared to working capital of $15,267,815 a year ago. The improvement in working capital is attributable to cash generated from normal operating activities. At June 30, 1998, the Company's total debt was $13,750,000. The Company believes that it has sufficient cash being generated from operating activities plus cash currently in the bank, or additional borrowing capacity, to fund its planned development and exploratory work or to make future property acquisitions. PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Stockholders was held on May 20, 1998. (b) Not applicable. (c) 1. Set forth below is the tabulation of the votes on each nominee for election of a director: WITHHOLD NAME FOR AUTHORITY Ralph E. Graham 4,651,940 4,090 Robert B. McDermott 4,651,940 4,090 James G. Maynard 4,651,940 4,090 2. Not applicable. ITEM 6. Exhibit 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 and 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: August 7, 1998