10-Q 1 royl10q.htm

 

 

____________________________________________________________________________________________________________________________________________

 

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 the Quarterly Period Ended June 30, 2008

Commission File No. 000-22750

 

 

ROYALE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

California

33-0224120

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

7676 Hazard Center Drive, Suite 1500

San Diego, CA 92108

(Address of principal executive offices)

(Zip Code)

619-881-2800

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has 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   x     No   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Check one:

 

Large accelerated filer  __

Accelerated filer  __

Non-accelerated filer  __

Smaller reporting company   X

 

Indicate by check mark whether the registrant is a blank check company (as defined in Rule 12b-2 of the Exchange Act).                  Yes   o     No   x

 


 

 

At June 30, 2008, a total of 8,503,448 shares of registrant’s common stock were outstanding.

 


TABLE OF CONTENTS

 

 

PART I

FINANCIAL INFORMATION

1

Item 1.

Financial Statements

1

Item 2.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations

11

Item 3

Quantitative and Qualitative Disclosures About Market Risk

14

Item 4

Controls and Procedures

14

 

 

 

PART II

OTHER INFORMATION

14

Item 1

Legal Proceedings

14

Item 1A

Risk Factors

15

Item 6.

Exhibits

15

 

Signatures

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-ii-

 


PART I.

FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

ROYALE ENERGY, INC.

BALANCE SHEETS

 

 

June 30, 2008

December 31, 2007

 

(Unaudited)

(Audited)

ASSETS

 

 

 

 

 

Current Assets

 

 

Cash and cash equivalents

$   8,210,146

$    3,848,968

Accounts receivable

3,397,962

4,090,341

Prepaid expenses

1,575,356

673,453

Deferred tax asset

217,586

217,586

Inventory

192,290

344,339

 

 

 

Total Current Assets

13,593,340

9,174,687

 

 

 

Investments

6,946

6,946

 

 

 

Oil and Gas Properties at cost, (successful efforts

 

 

basis), Equipment and Fixtures

23,084,593

23,389,741

 

 

 

TOTAL ASSETS:

$ 36,684,879

$  32,571,374

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited financial statements

 

 

-1-

 

 


ROYALE ENERGY, INC.

BALANCE SHEETS

 

 

June 30, 2008

December 31, 2007

 

(Unaudited)

(Audited)

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current Liabilities

 

 

Accounts payable and accrued expenses

$     8,305,521 

$    10,080,034 

Deferred revenue from turnkey drilling

7,304,653 

3,947,097 

Total Current Liabilities

15,610,174 

14,027,131 

 

 

 

Noncurrent Liabilities

 

 

Asset retirement obligation

413,224 

402,278 

Deferred tax liability

486,361 

581,181 

Long-term debt, net of current portion

4,090,166 

5,175,974 

Total Noncurrent Liabilities

4,989,751 

6,159,433 

 

 

 

Total Liabilities

20,599,925 

20,186,564 

 

 

 

Stockholders' Equity

 

 

Common stock, no par value, authorized
    10,000,000 shares, 8,536,535 and 7,951,746
    shares issued; 8,503,448 and 7,918,659 shares
    outstanding, respectively

23,341,961 

19,511,963 

Convertible preferred stock, Series AA, no par
    value, 147,500 shares authorized; 57,416 and
    57,416 shares issued and outstanding, respectively

167,979 

167,979 

Accumulated Deficit

(7,307,923)

(7,140,695)

 

 

 

Total common stock, preferred stock and accumulated deficit

16,202,017 

12,539,247 

Less cost of treasury stock, 33,087 and 33,087 shares

(181,012)

(181,012)

Additional paid in capital

63,949 

26,575 

 

 

 

 

 

 

Total Stockholders' Equity

16,084,954 

12,384,810 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:

$    36,684,879 

$  32,571,374 

 

 

 

 

 

 

 

 

See notes to unaudited financial statements

 

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ROYALE ENERGY, INC.

STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2008

 

2007

 

2008

 

2007

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

Revenues:

 

 

 

 

 

 

 

 

Sale of Oil and Gas

 

$2,373,783

 

$1,568,033

 

$4,090,175

 

$3,254,014

Turnkey drilling

 

2,156,440

 

2,233,282

 

3,252,636

 

2,814,631

Supervisory Fees and Other

 

180,344

 

267,905

 

358,013

 

519,412

Total Revenues

 

4,710,567

 

4,069,220

 

7,700,824

 

6,588,057

 

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

General and Administrative

 

1,033,349

 

1,101,644

 

2,024,553

 

2,275,944

Turnkey Drilling and Development

 

83,896

 

832,804

 

1,078,582

 

1,437,284

Lease Operating

 

587,612

 

590,863

 

1,271,674

 

1,382,375

Lease Impairment

 

50,104

 

1,964

 

50,104

 

1,964

Legal and Accounting

 

474,134

 

170,404

 

1,005,784

 

284,404

Marketing

 

311,526

 

507,089

 

539,020

 

757,197

Depreciation, Depletion and Amortization

 

950,881

 

939,361

 

1,805,725

 

1,867,814

Total Costs and Expenses

 

3,491,502

 

4,144,129

 

7,775,442

 

8,006,982

 

 

 

 

 

 

 

 

 

Loss on Sale of assets

 

0

 

(44,931)

 

(27,823)

 

(44,931)

Income (Loss) From Operations

 

1,219,065

 

(119,840)

 

(102,441)

 

(1,463,856)

 

 

 

 

 

 

 

 

 

Other Expense:

 

 

 

 

 

 

 

 

Interest expense

 

66,686

 

38,176

 

150,109

 

74,706

 

 

 

 

 

 

 

 

 

Income Before Income Tax Expense

 

1,152,379

 

(158,016)

 

(252,550)

 

(1,538,562)

Income tax expense (provision)

 

392,149

 

(52,666)

 

(85,320)

 

(521,202)

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$760,230

 

($105,350)

 

($167,230)

 

($1,017,360)

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share

 

$0.09

 

($0.01)

 

($0.02)

 

($0.13)

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

 

$0.09

 

($0.01)

 

($0.02)

 

($0.13)

 

 

 

See notes to unaudited financial statements

 

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ROYALE ENERGY, INC.

STATEMENTS OF CASH FLOWS

 

 

Six Months Ended June 30,

  

2008

2007

  

(Unaudited)

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss

$  (167,230)

$    (1,017,360)

Adjustments to reconcile net income to net cash

 

 

provided by operating activities:

 

 

Depreciation, depletion and amortization

1,805,725 

1,867,814 

Loss on Sale of Assets

Lease Impairment

27,823 

50,104 

44,931 

1,964 

Compensation Expense – Director’s Stock Options

(Increase) Decrease in:

37,374 

12,752 

Accounts receivable

692,379 

(659,072)

Prepaid expenses and other assets

(749,854)

1,448,518  

Increase (Decrease) in:

 

 

Accounts payable and accrued expenses

(849,375)

(920,784)

Deferred revenues – DWI

3,357,556 

1,856,846 

Deferred income taxes

(94,820)

(526,298)

 

 

 

Net Cash Provided by Operating Activities

$   4,109,682 

$   2,109,311 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

Expenditures for oil and gas properties and

 

 

other capital expenditures

(1,730,854)

(1,420,963)

Proceeds from Sale of Assets

152,351 

117,870 

 

 

 

Net Cash Used by Investing Activities

(1,578,503)

(1,303,093)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

Payments on long-term debt

(2,000,000)

(2,293,045) 

Dividends Paid

Proceeds from Issuance of Common Stock

Proceeds from Stock Option Exercise

3,724,999 

105,000

(397,049)

0

 

 

 

Net Cash Provided (Used) by Financing Activities

1,829,999 

(2,690,094)

 

 

 

Net increase (decrease) in cash and cash equivalents

4,361,178 

(1,883,876)

Cash at beginning of period

3,848,968

7,377,604

Cash at end of period

$    8,210.146 

$  5,493,728 

SUPPLEMENTAL INFORMATION

 

 

Cash paid for interest

$       150,728 

$      99,372 

Cash paid for taxes

$        9,500 

$     505,096 

SUPPLEMENTAL DISCLOSURES OF NON CASH FINANCING ACTIVITIES:

 

 

Conversion of accounts payable to long-term note payable

$       914,192 

$         0 

 

 

See notes to unaudited financial statements

 

-4-

 

 


ROYALE ENERGY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

 

NOTE 1 – In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting only of normally recurring adjustments, necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the periods presented. The results of operations for the six month period are not, in management’s opinion, indicative of the results to be expected for a full year of operations. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report.

 

NOTE 2 – EARNINGS PER SHARE

 

Basic and diluted earnings (loss) per share are calculated as follows:

 

 

For the Six Months ended June 30, 2008

 

Income
(Numerator)

Shares
(Denominator)

Per-Share
Amount

Basic Earnings (Loss) Per Share:

 

 

 

Net income available to common stock

$    (167,230)

7,983,559 

$     (0.02)

 

 

 

 

Diluted Earnings (Loss) Per Share:

 

 

 

Effect of dilutive securities and stock
     options

0.00 

 

 

 

 

Net income available to common stock

$    (167,230)

7,983,559 

$     (0.02)

 

 

 

 

 

For the Six Months ended June 30, 2007

 

Income
(Numerator)

Shares
(Denominator)

Per-Share
Amount

Basic Earnings (Loss) Per Share:

 

 

 

Net income available to common stock

$  (1,017,360)

7,917,544 

$    (0.13)

 

 

 

 

Diluted Earnings (Loss) Per Share:

 

 

 

Effect of dilutive securities and stock
     options

0.00 

 

 

 

 

Net income available to common stock

$  1,017,360) 

7,917,544 

$    (0.13)

 

 

 

 

-5-

 

 


ROYALE ENERGY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 3 – OIL AND GAS PROPERTIES, EQUIPMENT AND FIXTURES

 

Oil and gas properties, equipment and fixtures consist of the following:

 

 

June 30, 2008

December 31, 2007

 

Oil and Gas

 

 

 

Producing properties, including drilling costs

$    34,049,476 

$     32,479,353 

 

Undeveloped properties

2,830,621 

2,974,647 

 

Lease and well equipment

8,130,751 

8,069,725 

 

 

45,010,848 

43,523,725 

 

Accumulated depletion, depreciation & amortization

(22,856,865)

(21,098,694)

 

 

22,153,983 

22,425,031 

 

Commercial and Other

 

 

 

Real estate, including furniture and fixtures

$      503,344 

$       503,344 

 

Vehicles

313,460 

313,460 

 

Furniture and equipment

1,220,445 

1,200,852 

 

 

2,037,249 

2,017,656 

 

Accumulated depreciation

(1,106,639)

(1,052,946)

 

 

930,610 

964,710 

 

 

 

 

 

 

$    23,084,593 

$     23,389,741 

 

 

 

 

 

 

 

 

On April 4, 2005, the Financial Accounting Standards Board posted FSP FAS 19-1, Accounting for Suspended Well Costs, to be effective for reporting periods beginning after April 4, 2005. We have adopted FSP FAS 19-1 effective as of July 1, 2005. The guidance set forth in the FSP requires that we evaluate all existing capitalized exploratory well costs and disclose the extent to which any such capitalized costs have become impaired and are expensed or reclassified during a fiscal period. We did not make any additions to capitalized exploratory well costs pending a determination of proved reserves during the first six months of 2008 or 2007. We did not charge any previously capitalized exploratory well costs to expense upon adoption of FSP FAS 19-1.

 

 

Six Months ended
June 30,

 

2008

2007

Beginning balance at January 1

$              0 

$             0 

Additions to capitalized exploratory well costs pending the
     determination of proved reserves

497,889 

360,815 

Reclassifications to wells, facilities, and equipment based on
     the determination of proved reserves

(497,889)

(360,815)

Ending balance at June 30

$              0 

$             0 

 

 

 

 

 

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ROYALE ENERGY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 4 – STOCK BASED COMPENSATION

 

Royale Energy has a stock-based compensation plan. Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (“SFAS No. 123R”), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. The Company has elected to use the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006. Stock-based compensation expense for awards granted prior to January 1, 2006, is based on the grant-date fair-value as determined under the pro forma provisions of SFAS No. 123.

 

At the March 12, 2008, Board of Directors meeting, directors and executive officers of Royale Energy were each granted 45,000 options to purchase common stock at an exercise or base price of $3.50 per share. These options are to be vested in three parts, the first 15,000 have vested March 31, 2008, and 15,000 that will vest in each of the next two years March 31, 2009 and 2010. They were granted for a period of four years. The Company recognized share-based compensation expense of $37,374 and $0 for the six months ended June 30, 2008 and 2007, respectively.

 

NOTE 5 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In September 2006, the FASB issued SFAS 157 “Fair Value Measurements”, which provides expanded guidance for using fair value to measure assets and liabilities. SFAS 157 establishes a hierarchy for data used to value assets and liabilities, and requires additional disclosures about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. Implementation of SFAS 157 is required on January 1, 2008. This pronouncement is not expected to have a material impact on our financial statements.

 

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159), that provides an option to report selected financial assets and liabilities at fair value. SFAS 159 also establishes presentation and disclosure 

 

-7-

 

 


requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for the first fiscal year beginning after November 15, 2007. This pronouncement is not expected to have a material impact on our financial statements.

 

On December 12, 2007, the Financial Accounting Standards Board ratified the consensus reached by the Emerging Issues Task Force on Issue No. 07-01 “Accounting for Collaborative Arrangements”. This Issue will be effective for the fiscal year beginning January 1, 2009. This pronouncement is not expected to have a material impact on our financial statements.

 

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 160 “Noncontrolling Interest in Consolidated Financial Statements – an Amendment of ARB 51” (SFAS 160). SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest, and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We are currently evaluating the impact on the financial statements.

 

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161 “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133” (SFAS 161), that requires new and expanded disclosures regarding hedging activities. These disclosures include, but are not limited to, a proscribed tabular presentation of derivative data, financial statement presentation of fair values on a gross basis, including those that currently qualify for netting under FASB Interpretation No. 39, and specific footnote narrative regarding how and why derivatives are used. The disclosures are required in all interim and annual reports. SFAS 161 is effective for fiscal and interim periods beginning after November 15, 2008. This pronouncement is not expected to have a material impact on our financial statements.

 

NOTE 6 – FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS

 

Royale Energy identifies reportable segments by product and country, although Royale Energy currently does not have foreign country segments. Royale Energy includes revenues from both external customers and revenues from transactions with other operating segments in its measure of segment profit or loss. Royale Energy also includes interest revenue and expense, DD&A, and other operating expenses in its measure of segment profit or loss.

 

Royale Energy's operations are classified into two principal industry segments. Following is a summary of segmented information for the six months ended June 30, 2008 and 2007:

 

-8-

 

 


 

Oil and Gas

 

 

 

Producing

Turnkey

 

 

and

Drilling

 

 

Exploration

Services

Total

Six Months Ended June 30, 2008

 

 

 

Revenues from External Customers

$   4,090,175 

$  3,252,636 

$ 7,342,811 

 

 

 

 

Supervisory Fees

$       311,825 

$                - 

$       311,825 

 

 

 

 

Interest Revenue

$       23,094 

$       23,094 

$      46,188 

 

 

 

 

Interest Expense

$         75,055 

$       75,054 

$     150,109 

 

 

 

 

Expenditures for Segment Assets

$   3,059,573 

$  2,860,040 

$   5,919,613 

 

 

 

 

Depreciation, Depletion, and Amortization

$  1,715,439 

$     90,286 

$   1,805,725 

 

 

 

 

Lease Impairment

$ 25,052

$ 25,052

$ 50,104

 

 

 

 

Loss on Sale of Assets

$        27,823 

$       - 

$        27,823 

 

Income Tax (Benefit)

$    (42,660)

$     (42,660)

$    (85,320)

 

 

 

 

Total Assets

$ 36,684,879 

$                - 

$ 36,684,879 

 

 

 

 

Net Income (Loss)

$  (435,188)

$    267,958 

$   (167,230)

 

 

 

 

 

 

 

 

 

 

-9-

 

 


 

Oil and Gas

Producing

And

Exploration

Turnkey Drilling Services

Total

 

 

 

 

Six months Ended June 30, 2007

 

 

 

Revenues from External Customers

$   3,254,014 

$   2,814,631 

$ 6,068,645 

 

 

 

 

Supervisory Fees

$      412,817 

$                  - 

$      412,817 

 

 

 

 

Interest Revenue

$      106,595 

$                  - 

$      106,595 

 

 

 

 

Interest Expense

$         37,353 

$        37,353 

$       74,706 

 

 

 

 

Expenditures for Segment Assets

$     2,892,980 

$   3,244,224 

$ 6,137,204 

 

 

 

 

Depreciation, Depletion, and Amortization

$     1,774,423 

$      93,391 

$   1,867,814 

 

Lease Impairment

$ 982

$ 982

$ 1,964

 

Loss on Sale of Assets

$ 22,466

$ 22,465

$ 44,931

 

 

 

 

Income Tax (Benefit)

$     (260,601) 

$    (260,601) 

$    (521,202) 

 

 

 

 

Total Assets

$  30,430,266 

$                 - 

$ 30,430,266 

 

 

 

 

Net Income (Loss)

$     (694,177) 

$    (323,183) 

$  (1,017,360) 

 

 

 

 

 

 

 

 

 

 

 

 

-10-

 

 


Item 2.                 Management's Discussion And Analysis Of Financial

 

Condition And Results Of Operations

 

Forward Looking Statements

 

In addition to historical information contained herein, this discussion contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, subject to various risks and uncertainties that could cause our actual results to differ materially from those in the "forward-looking" statements. While we believe our forward looking statements are based upon reasonable assumptions, there are factors that are difficult to predict and that are influenced by economic and other conditions beyond our control. Investors are directed to consider such risks and other uncertainties discussed in documents filed by the company with the Securities and Exchange Commission.

 

Results of Operations

 

During the second quarter ended June 30, 2008, we had a net profit of $760,230 compared to the net loss of $105,350 we had during the second quarter of 2007, an $865,580 difference. Moreover, total revenue for the second quarter of 2008 increased by $641,347 from $4,069,220 in 2007 to $4,710,567 in 2008. These increases in profit and total revenue are the result of increased oil and gas production revenues. Our operating income for the quarter ended June 30, 2008 also increased to $1,219,065 from an operating loss of $119,840 for the same period in 2007, and increase of $1,338,905. The increase in operating income was the result of higher oil and gas production revenues and lower turnkey drilling and development expenses for the period.

 

For the first six months of 2008, we had a net loss of $167,230 compared to a net loss of $1,017,360 during the first six months of 2007, an $850,130 difference. This improvement was the result of increases in both of our sectors, oil and natural gas production and turnkey drilling. Total revenues for the first six months in 2008 were $7,700,824, an increase of $1,112,767, or 16.9%, from the total revenues of $6,588,057 during the same period in 2007, again because of increases oil and gas revenues and turnkey drilling revenues.

 

In the first six months of 2008, revenues from oil and gas production increased $836,161 or 25.7% to $4,090,175 from the 2007 first half revenues of $3,254,014, due to higher prices received for our oil and natural gas production. The net sales volume of natural gas for the six months ended June 30, 2008, was approximately 368,127 Mcf with an average price of $9.45 per Mcf, versus 408,435 Mcf with an average price of $6.89 per Mcf for the first six months of 2007. This represents a decrease in net sales volume of 40,308 Mcf or 9.9%, mainly due to the natural declines in production from existing wells. For the quarter ended June 30, 2008, we produced 190,980 Mcf with an average price of $10.59 per Mcf versus 187,878 Mcf produced during the same quarter in 2007 with an average price of $7 per Mcf, or a 51.3% increase in the average price per Mcf. The net sales volume for oil and condensate (natural gas liquids) was 6,279 barrels with an average price of $97.60 per barrel for the first six months of 2008, compared to 7,989 barrels at an average price of $55.20 per barrel for the first six months in 2007. This represents a decrease in net sales volume of 1,710 barrels, or 21.4%. For the second quarter of 2008, oil and condensate produced decreased 845 barrels, or 22%, from 3,847 barrels produced in 2007 to 3,002 barrels produced in the same period in 2008. This decrease was mainly due to the natural declines in production from existing wells.

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Oil and natural gas lease operating expenses decreased by $110,701 or 8%, to $1,271,674 for the six months ended June 30, 2008, from $1,382,375 for the same period in 2007. For the second quarter 2008, lease operating expenses decreased $3,251 over the same period in 2007. These decreases were mainly due to lower workover costs during the period in 2008.

 

For the six months ended June 30, 2008, turnkey drilling revenues increased $438,005 or 15.6% to $3,252,636 from $2,814,631 during the same period in 2007. We also had a $358,702 or 25% decrease in turnkey drilling and development costs to $1,078,582 in 2008 from $1,437,284 in 2007. In the second quarter of 2008, turnkey drilling revenues decreased $76,842, or 3.4% as well as related costs by $748,908, or 90%, over the same quarter in 2007. Turnkey drilling revenues increased due to higher direct working interest sales for the period in 2008. Turnkey drilling costs decreased because we drilled and completed one well during the period in 2008, while in 2007 three wells were drilled during the same period. We expect drilling activity to increase during the third quarter of 2008. Since June 30, we have participated in the drilling of one well which has already been completed, and we have begun to drill a second well which was spuded on July 18, 2008. Moreover, we processed the permits on several wells in California and Utah, and we expect to drill approximately three additional wells and to participate in drilling one additional well during the third quarter of 2008.

 

We periodically review our proved properties for impairment on a field-by-field basis and charge impairments of value to the expense. Impairment losses of $50,104 and $1,964 were recorded in the first six months of 2008 and 2007, respectively. These impairments were mainly due to various lease and land costs that were no longer viable. During the period in 2008, we also recorded a loss of $27,823 on the sale of a non-oil and gas asset.

 

The aggregate of supervisory fees and other income was $358,013 for the six months ended June 30, 2008, a decrease of $161,399 (31%) from $519,412 during the same period in 2007. Second quarter supervisory fees and other income decreased $87,561, or 32.7%, to $180,344 from $267,905 in 2007. These decreases were due to lower interest income received on our available cash and to lower cost recovery fees on facilities as the result of lower natural gas production.

 

Depreciation, depletion and amortization expense decreased to $1,805,725 from $1,867,814, a decrease of $62,089 (3.3%) for the six months ended June 30, 2008, as compared to the same period in 2007. This decrease in depletion expense was mainly due to the decrease in our oil and gas assets from our 2007 impairments.

 

General and administrative expenses decreased by $251,391 or 11%, from $2,275,944 for the six months ended June 30, 2007, to $2,024,553 for the period in 2008. Second quarter 2008 general and administrative expense decreased $68,295, or 6.2% from $1,101,644 in 2007 compared to $1,033,349 in 2008. Theses decreases were primarily due to our cost control measures.

 

Marketing expense for the two quarters ended June 30, 2008, decreased $218,177, or 28.8%, to $539,020, compared to $757,197 for the same period in 2007. For the second quarter, marketing expenses decreased $195,563, or 38.6%, to $311,526 from $507,089 for the same period in 2007. Marketing expense varies from period to period according to the number of marketing events attended by personnel and their associated costs.

 

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Legal and accounting expense increased to $1,005,784 for the six months of 2008, compared to $284,404 for same period in 2007, a $721,380 or 254% increase. For the second quarter, legal and accounting expenses increased by $303,730, or 178% from the previous period last year. The increase in legal and accounting expense was a result of higher legal fees due to litigation defending property rights during the period, which culminated in a trial and a successful outcome for the company in April. See Part II, Item 1, Legal Proceedings.

 

Interest expense increased to $150,109 for the two quarters ended June 30, 2008, from $74,706 for the same period in 2007, a $75,403, or 101% increase. This was due to an increase in the usage of our bank line of credit. For the same periods in 2008 and 2007, we also had income tax benefits of $85,320 and $521,202, respectively, due to net operating losses in both periods.

 

Capital Resources and Liquidity

 

At June 30, 2008, Royale Energy had current assets totaling $13,593,340 and current liabilities totaling $15,610,174, for a $2,016,834 working capital deficit. We had cash and cash equivalents at June 30, 2008 of $8,210,146 compared to $3,848,968 at December 31, 2007. During the six months ended June 30, 2008, we repaid $2,000,000 on our commercial bank credit line and loan.

 

We have a revolving line of credit under a loan agreement with Guaranty Bank, FSB, which is secured by all of our oil and gas properties. At June 30, 2008, we had outstanding indebtedness on this loan of $3,175,974, compared to $5,175,974 at December 31, 2007. We have obtained a waiver valid through November 15, 2008, from the terms of our loan covenants as of December 31, 2007. During the period in 2008 we also converted $914,192 of accounts payable to long-term notes payable.

 

At June 30, 2008, our accounts receivable totaled $3,397,962, compared to $4,090,341 at December 31, 2007, a $692,379 (16.9%) decrease, primarily due to lower receivables from an industry member participating in wells we drilled at the end of 2007. At June 30, 2008, our accounts payable and accrued expenses totaled $8,305,521, a decrease of $1,774,513 or 17.6% from the accounts payable at December 31, 2007, of $10,080,034. This decrease was due to our conversion of $914,192 accounts payable to long-term notes payable during the period in 2008, aided by the payments on other trade account payables.

 

We ordinarily fund our operations and cash needs from cash flows generated from operations. We believe that we have sufficient liquidity for the remainder of 2008 and do not foresee any liquidity demands that cannot be met from cash flow or financing activities.

 

Operating Activities. For the two quarters ended June 30, 2008, cash provided by operating activities totaled $4,109,682 compared to $2,109,311 for the same period in 2007, a $2,000,371 or 94.8% increase. This increase in cash provided was due to a decrease in our accounts receivable and an increase in direct working interest sales during the period in 2008.

 

Investing Activities. Net cash used by investing activities, primarily in capital acquisitions of oil and gas properties, amounted to $1,578,503 for the first six months of 2008, compared to $1,303,093 used by investing activities for the same period in 2007, a $275,410 or 21.1% increase in cash used.  This increased capital acquisition was due to an increase in drilling expenditures during the period in 2008.

 

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Financing Activities. For the six months ended June 30, 2008, cash provided by financing activities was $1,829,999 compared to $2,690,094 used by financing activities for the same period in 2007, a $4,520,093 difference. In the second quarter of 2008 we received net proceeds of $3,724,999 from the sale of common stock and warrants to one investor in a private placement. The proceeds were used to pay $2,000,000 to reduce long term debt payments and for working capital. We also received $105,000 from the exercise of stock options.

 

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

 

Our major market risk exposure relates to pricing of oil and gas production. The prices we receive for oil and gas are closely related to worldwide market prices for crude oil and local spot

prices paid for natural gas production. Prices have been volatile for the last few years, and we expect that volatility to continue. Monthly average natural gas prices ranged from a low of $7.89 per Mcf to a high of $12.02 per Mcf for the first six months of 2008. We have not entered into any hedging or derivative agreements to limit our exposure to changes in oil and gas prices or interest rates.

 

Item 4.   Controls and Procedures

 

As of June 30, 2008, an evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. These controls and procedures are based on the definition of disclosure controls and procedures in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2008.

 

No changes occurred in our internal control over financial reporting during the six months ended June 30, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

OTHER INFORMATION

 

Item 1  Legal Proceedings

 

Pioneer Exploration Ltd v. Royale Energy, No. 56969, Superior Court of Tehama County, California. On February 15, 2006, Pioneer Exploration, Ltd., filed suit against Royale Energy for declaratory relief and money damages related to certain properties covered by a joint operating agreement between the plaintiff and Royale Energy. The dispute stemmed from the assignment of interest from Blue Star Resources to Pioneer Exploration Ltd, and the resulting rights of Pioneer under the operating agreement. At trial, Pioneer also alleged that Pioneer should have an interest in another well previously drilled on the property.

 

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In April 2008, the lawsuit brought by Pioneer Exploration went to trial.  Pioneer Exploration dropped many of its claims, and the jury found in favor of Royale Energy on all breach of contract claims, with the exception of an award of $1 in nominal damages with regard to Royale Energy's charges for compressors.  In a written decision issued on July 17, 2008, the superior court also denied Pioneer Exploration’s claim to have an interest in the previously drilled well.

 

Item 1A Risk Factors

 

There were no changes in the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2007, during the first six months of 2008.

 

Item 6 Exhibits

 

31.1 Rule 13a-14(a)/15d-14(a) Certification

31.2 Rule 13a-14(a)/15d-14(a) Certification

32.1 18 U.S.C. § 1350 Certification

32.2 18 U.S.C. § 1350 Certification

 

Signatures

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

ROYALE ENERGY, INC.

 

 

Date:    July 30, 2008

/s/ Donald H. Hosmer

 

Donald H. Hosmer, President and Chief Executive Officer

 

 

Date:    July 30, 2008

/s/ Stephen M. Hosmer

 

Stephen M. Hosmer, Executive Vice President and Chief Financial Officer

 

 

 

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