|
UNITED STATES |
|||
SECURITIES AND EXCHANGE COMMISSION |
|||
WASHINGTON, D.C. 20549 |
|||
|
|||
----------------------------------- |
|||
|
|||
|
|||
FORM 8-K |
|||
|
|||
|
|||
|
|||
|
|||
CURRENT REPORT |
|||
|
|||
|
|||
|
|||
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|||
|
|||
-------------------------------------- |
|||
|
|||
|
|||
December 29, 2000 |
|||
Date of Report (Date of Earliest Event Reported) |
|||
|
|||
GLADSTONE RESOURCES, INC. |
|||
|
|||
|
|||
State of Delaware |
1-1525 |
91-0234563 |
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
3500 Oak Lawn, Suite 590, LB 49 |
|
||
Dallas, Texas |
75219 |
||
(Address of Principal Executive Offices) |
(Zip Code) |
||
|
|
||
|
|
||
214-528-9710 |
|||
(Registrant's Telephone Number, Including Area Code) |
|||
|
ITEM 2. |
ACQUISITION OR DISPOSITION OF ASSETS |
|
|
On December 29, 2000, Gladstone Energy, Inc. (the "Company") disposed of the remainder of the Company's 8.575% working interest in and to and to the Righthand Creek Field in Allen and Beauregard Parishes, Louisiana properties (the "Disposition"). The purchaser of the interest was EXCO Resources, Inc., 5735 Pineland, Suite 235, Dallas, TX 75231 for a cash purchase price of $434,000.00. The Disposition represents the sale of all or substantially all of the Company's remaining assets. |
|
|
ITEM 7. |
FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS |
|
|
(a.) |
Financial statements - not applicable |
(b.) |
Pro forma financial information. |
|
1) Gladstone Energy, Inc. proforma balance sheet as of September 30, 2000 (unaudited). |
|
|
|
2) Gladstone Energy, Inc. proforma statement of operations for the year ending December 31, 1999 (unaudited) |
|
|
|
3) Gladstone Energy, Inc. pro forma statement of income for the six months ending September 30, 2000 (unaudited). |
(c.) |
The exhibits listed on the accompanying Exhibit Index immediately following the signature page are filed as part of, or incorporated by reference into, this Current Report of Form 8-K. |
GLADSTONE ENERGY, INC.
PRO FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
On December 29, 2000, the Company disposed of the remainder of the Company's 8.575% working interest in and to and to the Righthand Creek Field in Allen and Beauregard Parishes, Louisiana properties.
The transaction will be recorded as a gain on sale of assets sold at their fair values.
The pro forma financial statements may not be indicative of the actual results of the sale. The accompanying proforma financial statements should be read in connection with the historical statements of Gladstone Energy, Inc.
GLADSTONE ENERGY, INC. |
|||||||
PRO FORMA BALANCE SHEET |
|||||||
(UNAUDITED) |
|||||||
SEPTEMBER 30, 2000 |
|||||||
|
|||||||
|
|
1st RHC Sale |
San Juan Sale |
2nd RHC Sale |
Results |
||
|
|
|
|
|
|
||
ASSETS: |
|
|
|
|
|
||
CURRENT ASSETS: |
|
|
|
|
|
||
|
Cash |
$ 111,793 |
$ - |
$ 267,000 (4) |
$ 434,000 (6) |
$ 812,793 |
|
|
Accounts receivable |
20,908 |
- |
- |
(19,097) |
1,811 |
|
|
Deferred Tax Benefit |
148,487 |
- |
(54,829 ) (5) |
(85,354 ) (7) |
8,304 |
|
|
TOTAL CURRENT ASSETS |
281,188 |
- |
212,171 |
329,549 |
822,908 |
|
|
|
|
|
|
|
||
PROPERTY AND EQUIPMENT: |
|
|
|
|
|
||
|
Gas and oil properties (successful efforts method) |
829,484 |
- |
(534,757) (5) |
(237,323) (7) |
57,404 |
|
|
Field equipment |
18,628 |
- |
- |
- |
18,628 |
|
|
|
848,112 |
- |
(534,757) |
(237,323) |
76,032 |
|
|
Accumulated depletion and depreciation |
(498,448 ) |
- |
425,930 (5) |
54,365 (5) |
(18,153 ) |
|
|
TOTAL PROPERTY AND EQUIPMENT |
349,664 |
- |
(108,827) |
(182,958) |
57,879 |
|
|
|
|
|
|
|
|
|
OTHER ASSETS: |
|
|
|
|
|
||
|
Cost in excess of amount assigned to net assets |
32,921 |
- |
(32,921 ) (5) |
- |
- |
|
|
TOTAL OTHER ASSETS |
32,921 |
- |
(32,921 ) |
- |
- |
|
|
|
|
|
|
|
||
TOTAL ASSETS |
$ 663,773 |
$ - |
$ 70,423 |
$ 146,591 |
$ 880,787 |
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY: |
|
|
|
|
|
||
CURRENT LIABILITIES: |
|
|
|
|
|
||
|
Accounts payable |
$ 13,176 |
$ - |
$ - |
$ - |
$ 13,176 |
|
|
TOTAL CURRENT LIABILITIES |
13,176 |
- |
- |
- |
13,176 |
|
|
|
|
|
|
|
||
STOCKHOLDERS' EQUITY: |
|
|
|
|
|
||
|
Common stock |
849 |
- |
- |
- |
849 |
|
|
Capital in excess of stated value |
1,379,271 |
- |
- |
- |
1,379,271 |
|
|
Retained earning (deficit) |
(729,523 ) |
- |
70,423 |
146,591 |
(512,509 ) |
|
|
TOTAL STOCKHOLDERS' EQUITY |
650,597 |
- |
70,423 |
146,591 |
867,611 |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ 663,773 |
$ - |
$ 70,423 |
$ 146,591 |
$ 880,787 |
||
|
|
|
|
|
|
See Notes to Pro Forma Financial Statements (Unaudited)
GLADSTONE ENERGY, INC. |
|||||||
PRO FORMA STATEMENT OF OPERATIONS |
|||||||
(UNAUDITED) |
|||||||
FOR THE YEAR ENDING DECEMBER 31, 1999 |
|||||||
|
|||||||
|
|
1st RHC Sale |
San Juan Sale |
2nd RHC Sale |
|
||
|
|
|
|
|
|
||
SALES: |
|
|
|
|
|
||
|
Gas and oil |
$ 223,943 |
$ (48,360) |
$ (56,031) |
$ (112,840) |
$ 6,712 |
|
|
|
|
|
|
|
|
|
COST OF SALES: |
|
|
|
|
|
||
|
Production taxes |
24,346 |
(4,388) |
(4,419) |
(15,130) |
409 |
|
|
Well operating expense |
72,242 |
(14,947 ) |
(19,686 ) |
(34,876 ) |
2,733 |
|
|
TOTAL COST OF SALES |
96,588 |
(19,335 ) |
(24,105 ) |
(50,006 ) |
3,142 |
|
GROSS PROFIT ON SALES |
127,355 |
(29,025 ) |
(31,926 ) |
(62,834 ) |
3,570 |
||
|
|
|
|
|
|
||
EXPENSES: |
|
|
|
|
|
||
|
Oil and gas prospect expense |
24,491 |
- |
- |
- |
24,491 |
|
|
Dry hole and abandonment loss |
114,388 |
- |
- |
- |
114,388 |
|
|
Depletion |
56,973 |
(9,768) |
(21,710) |
(22,791) |
2,704 |
|
|
Depreciation and amortization |
8,724 |
- |
(6,338) |
- |
2,386 |
|
|
General and administrative |
43,115 |
- |
- |
- |
43,115 |
|
|
Interest |
9,862 |
(2,958) |
- |
- |
6,904 |
|
|
Taxes |
8,050 |
- |
- |
- |
8,050 |
|
|
Legal, auditing and accounting |
75,501 |
- |
- |
- |
75,501 |
|
|
TOTAL EXPENSES |
341,104 |
(12,726 ) |
(28,048 ) |
(22,791 ) |
277,539 |
|
|
|
(213,749) |
(16,299) |
(3,878) |
(40,043) |
(273,969) |
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
||
|
Interest and dividend income |
9,683 |
- |
- |
- |
9,683 |
|
Income (loss) before taxes |
(204,066) |
(16,299) |
(3,878) |
(40,043) |
(264,286) |
||
Income taxes |
- |
- |
- |
- |
- |
||
NET INCOME (LOSS) |
$ (204,066) |
$ (16,299) |
$ (3,878) |
$ (40,043) |
$ (264,286) |
||
|
|
|
|
|
|
|
|
EARNINGS/(LOSS) PER SHARE: |
|
|
|
|
|
||
|
Basic: |
$ (.24) |
|
|
|
$ (.31) |
|
|
Diluted: |
$ (.24) |
|
|
|
$ (.31) |
|
|
|
|
|
|
|
||
Basic weighted average common shares |
848,791 |
|
|
|
848,791 |
||
Basic weighted average common equivalent |
848,791 |
|
|
|
848,791 |
See Notes to Pro Forma Financial Statements (Unaudited)
GLADSTONE ENERGY, INC. |
|||||||
PRO FORMA STATEMENT OF OPERATIONS |
|||||||
(UNAUDITED) |
|||||||
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2000 |
|||||||
|
|||||||
|
|
1st RHC Sale |
San Juan Sale |
2nd RHC Sale |
|
||
|
|
|
|
|
|
||
SALES: |
|
|
|
|
|
||
|
Gas and oil |
$ 295,643 |
$ (53,733) |
$ (52,814) |
$ (185,600) |
$ 3,496 |
|
|
|
|
|
|
|
|
|
COST OF SALES: |
|
|
|
|
|
||
|
Production taxes |
33,080 |
(6,476) |
(3,983) |
(22,391) |
230 |
|
|
Well operating expense |
51,911 |
(8,618 ) |
(14,880 ) |
(26,647 ) |
1,766 |
|
|
TOTAL COST OF SALES |
84,991 |
(15,094 ) |
(18,863 ) |
(49,038 ) |
1,996 |
|
GROSS PROFIT ON SALES |
210,652 |
(38,639 ) |
(33,951 ) |
(136,526 ) |
1,500 |
||
|
|
|
|
|
|
||
EXPENSES: |
|
|
|
|
|
||
|
Dry hole and abandonment loss |
87,475 |
- |
- |
- |
87,475 |
|
|
Depletion |
53,921 |
(11,082) |
(13,930) |
(27,153) |
1,756 |
|
|
Depreciation and amortization |
12,759 |
(312) |
(4,563) |
(728) |
7,156 |
|
|
General and administrative |
35,401 |
- |
- |
- |
35,401 |
|
|
Interest |
14,376 |
(14,376) |
- |
- |
- |
|
|
Taxes |
2,452 |
- |
- |
- |
2,452 |
|
|
Legal, auditing and accounting |
19,458 |
- |
- |
- |
19,458 |
|
|
TOTAL EXPENSES |
225,842 |
(25,770 ) |
(18,493 ) |
(27,881 ) |
153,698 |
|
|
|
(15,190) |
(12,869) |
(15,458) |
(108,681) |
(152,198) |
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
||
|
Gain on sale of assets |
122,640 |
(122,640) |
- |
- |
- |
|
|
Interest and dividend income |
19 |
- |
- |
- |
19 |
|
Income (loss) before taxes |
107,469 |
(135,509) |
(15,458) |
(108,681) |
(152,174) |
||
Income taxes (benefits) |
(148,487 ) |
- |
54,829 |
85,354 ) |
(8,304 ) |
||
NET INCOME (LOSS) |
$ 255,956 |
$ (135,509) |
$ (70,287) |
$ (194,035) |
$ (143,875) |
||
|
|
|
|
|
|
|
|
EARNINGS/(LOSS) PER SHARE: |
|
|
|
|
|
||
|
Basic: |
$ .30 |
|
|
|
$ (.17) |
|
|
Diluted: |
$ .30 |
|
|
|
$ (.17) |
|
|
|
|
|
|
|
||
Basic weighted average common shares |
848,782 |
|
|
|
848,782 |
||
Diluted weighted average common equivalent |
848,782 |
|
|
|
848,782 |
See Notes to Pro Forma Financial Statements (Unaudited)
GLADSTONE ENERGY, INC. |
|||
NOTES TO PRO FORMA FINANICAL STATEMENTS |
|||
SEPTEMBER 30, 2000 |
|||
|
|||
(1) |
To reflect the elimination of assets, liabilities, income and expenses relating to and resulting from the sale of 30% of the Righthand Creek oil property as of September 30, 2000, and the nine month period ending September 30, 2000. |
||
|
|
||
(2) |
To reflect the cash proceeds from the 1st RHC Sale. |
||
|
Gross proceeds |
$ 201,000 |
|
|
Note Payoff |
(200,000) |
|
|
Net proceeds |
$ 1,000 |
|
|
|
|
|
(3) |
To reflect the gain for proforma financial statement purposes for the 1st RHC Sale: |
||
|
|||
|
Sales price |
$ 201,000 |
|
|
Cost of 30% of property |
(102,022) |
|
|
Accumulated depletion and depreciation |
23,662 |
|
|
Estimated gain |
$ 122,640 |
|
|
|
|
|
(4) |
To reflect the cash proceeds from the San Juan Sale: |
||
|
|
||
|
Gross proceeds |
$ 267,000 |
|
|
Net proceeds |
$ 267,000 |
|
|
|
|
|
(5) |
To reflect the elimination of assets, liabilities, income and expenses relating to and resulting from the San Juan Sale on October 10, 2000, but effective for production purposes as of August 1, 2000, and for the nine months ended September 30, 2000. |
||
|
|
||
(6) |
To reflect the estimated gain for proforma financial statement purposes for the San Juan Sale: |
||
|
|
||
|
Sales price |
$ 267,000 |
|
|
Cost of property |
(534,757) |
|
|
Cost in excess of assets purchased |
(337,000) |
|
|
Accumulated depletion and depreciation |
429,018 |
|
|
Accumulated amortization |
304,079 |
|
|
Estimated gain |
$ 128,340 |
|
|
|
|
|
(7) |
To reflect the elimination of assets, liabilities, income and expenses relating to and resulting from the sale of 2nd RHC Sale, effective for production purposes as of September 1, 2000, and for the nine months ended September 30, 2000. |
||
(8) |
To reflect the estimated gain for proforma financial statement purposes for the 2nd RHC Sale: |
||
|
|||
|
Sales price |
$ 434,000 |
|
|
Cost of 30% of property |
(237,323) |
|
|
Accumulated depletion and depreciation |
54,365 |
|
|
Estimated gain |
$ 251,042 |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GLADSTONE ENERGY, INC.
By:
Johnathan M. Hill
President
EXHIBIT INDEX
EXHIBIT NO. |
DESCRIPTION |
2.1 |
Purchase and Sale Agreement made and entered into as of the 25th day of October, 2000 between Gladstone Energy, Inc., as Seller, and EXCO Resources, Inc., as Purchaser. |
|