SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 0-14609
AMERECO, INC.
(Exact name of Registrant as specified in its charter)
Utah 84-0960456
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
680 Atchison Way, Suite 800 Castle Rock, Colorado 80104
(Address of principal executive offices) (Zip Code)
(303) 688-5160
(Registrant's telephone number, including area code)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the preceding 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 .
As of June 30, 1996, Issuer had 4,823,944 shares of common stock outstanding.
AMERECO, INC.
June 30, 1996
Page No.
PART I Financial Information:
Item 1.Financial Statements:
Balance Sheets as of June 30, 1996
and December 31, 1995 3
Statements of Operations for the Three and
Six Months ended June 30, 1996 and 1995 4-5
Statements of Stockholders' Equity
for the Six Months ended June 30, 1996 6
Statements of Cash Flows for the
Six Months ended June 30, 1996 and 1995 7
Notes to Financial Statements 8-11
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-13
PART II
Items 1-6 Other Information 14
Signatures 15
AMERECO, INC.
COMBINED BALANCE SHEETS
(UNAUDITED)
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Omnivest Consolidating
AMERECO, Inc. Resources, Inc.Eliminating Combined
June 30, 1996 June 30, 1996 Entries June 30, 1996
ASSETS:
Current assets:
Cash in checking accounts 3,822 8,693 12,515
Debt retirement reserve 0 1,000,000 1,000,000
Receivables - trade 0 388,043 388,043
Other receivables 204,918 194,162 (365,668) 33,794
Inventories 0 1,994,001 1,994,001
Prepaid expenses 50,000 38,208 88,208
258,740 3,623,107 3,516,561
Property and equipment, net:
Land and improvements 0 452,197 452,197
Machinery and equipment 0 13,235,451 13,235,451
Office equipment 0 102,396 102,396
Less accumulated depreciation 0 (363,267) (363,267)
0 13,426,777 13,426,777
Other assets:
Investment-Omnivest Resources 13,112,383 0 (13,112,383) 0
Organization costs, net 0 0 0 --
Loan cost, net 0 0 0 --
Pipeline, net 188,892 0 188,892
Container patent 20,000 0 20,000
13,321,275 0 208,892
13,580,015 17,049,884 17,152,230
LIABILITIES AND STOCKHOLDERS'EQUITY
Current Liabilities:
Current portion of lg-tm debt 145,358 1,260,632 1,405,990
Accounts payable - trade 68,846 817,816 886,662
Other payables 172,788 98,000 (165,000) 128,258
Accrued salaries and taxes 421,644 93,577 515,221
Other accrued expenses 44,840 342,936 (200,668) 165,020
853,476 2,612,961 3,101,151
Long-term debt 0 2,302,329 2,302,329
Stockholders' equity:
Common stock 4,824 4,502 (4,502) 4,824
Additional paid-in capital 12,729,245 14,732,160 (13,107,881) 14,353,524
Accumulated deficit 0 (2,174,715) (2,174,715)
Current period profit (loss) (7,530) (427,353) (434,883)
12,726,539 12,134,594 11,748,750
13,580,015 17,049,884 17,152,230
</TABLE>
<TABLE> <C> <C> <C> <C>
AMERECO, INC.
COMBINED BALANCE SHEETS
(UNAUDITED)
Omnivest Consolidating
AMERECO, Inc. Resources, Inc. Eliminatng Combined
Dec. 31, 1995 Dec. 31, 1995 Entries Dec. 31, 1995
ASSETS:
Current assets:
Cash in checking accounts 4,056 39,074 43,130
Debt retirement reserve 0 1,000,000 1,000,000
Receivables - trade 0 332,014 332,104
Other receivables 215,070 171,354 (375,820) 10,603
Inventories 0 1,220,883 1,220,883
Prepaid expenses 0 29,407 29,407
219,126 2,792,732 2,636,038
Property and equipment, net:
Land and improvements 0 450,179 450,179
Machinery and equipment 0 12,675,717 12,675,717
Office equipment 0 91,814 91,814
Less accumulated depreciation 0 (241,068 (241,068)
0 12,976,642 12,976,642
Other assets:
Investment-Omnivest Resources 3,926,675 0 (3,926,675) 0
Organization costs, net 0 119,060 119,060
Loan cost, net 0 262,977 262,977
Pipeline, net 201,559 0 201,559
Container patent 20,000 0 20,000
4,148,234 382,037 603,596
4,367,360 16,151,411 16,216,276
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of lg-tm debt 144,108 963,504 1,107,612
Accounts payable-trade 68,846 714,742 783,588
Other payables 33,718 152,687 183,715
Accrued salaries and taxes 961,544 109,428 (274,427) 796,545
Other accrued expenses 29,251 267,905 (98,703) 198,453
1,237,467 2,208,266 3,069,913
Long-term debt 0 3,597,906 3,597,906
Stockholders' equity:
Common stock 1,088 0 1,088
Additional paid-in capital 3,128,805 12,519,954 (3,926,675) 11,722,084
Accumulated deficit 0 (1,017,022) (1,017,022)
Current period profit (loss) 0 (1,157,693) (1,157,693)
3,129,893 10,345,239 9,548,457
4,367,360 16,151,411 16,216,276
</TABLE>
<TABLE> <C> <C> <C> <C> <C>
AMERECO, INC.
COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended June 30, 1996 Three Months Ended June 30, 1995
Omnivest Eliminating AMERECO/Omnivest Resources, Inc.
AMERECO, Inc. Resources, Inc Entries Combined Combined
Net Sales 0 $833,941 $833,941 $268,410
Management fees 22,631 0 (22,631) 0 0
Costs of Sales 0 456,527 456,527 211,912
Gross Profit 22,631 377,414 377,414 56,498
Operating Expense:
Selling expenses 0 140,147 140,147 87,770
Administrative expenses 26,632 70,805 (22,631) 74,806 167,547
Transportation expenses 0 21,355 21,355 0
Total Operating Expenses 26,632 232,307 236,308 255,317
Income (Loss) from Operations (4,001) 145,107 141,106 (198,819)
Other (Income) Expenses:
Interest income 0 (12,241) (12,241) 0
Other income 0 0 0 (2,082)
Interest expense 1,418 48,082 49,500 129,867
Total Other (Income) Expenses: 1,418 35,841 37,259 127,785
Income (Loss) Before Depreciation,
Amortization, and Extraordinary Items(5,419) 109,266 103,847 (326,604)
Depreciation and Amortization 2,111 335,023 337,134 5,780
Loss Before Extraordinary Item and
Cumulative Effect of Accounting
Change (7,530) (225,757) (233,287) (332,384)
Extraordinary Item - interest 91,253 91,253 176,279
Cumulative Effect of Accounting Change 0 164,690 164,690 0
Net Income (Loss) ($7,530) $30,186 $22,656 ($156,105)
Net Income (Loss) Per Share Before
Extraordinary Item and Cumulative
Effect of Accounting Change ($0.05) ($0.07)
Extraordinary Item - Interest 0.02 0.04
Cumulative Effect of Accounting Change 0.03 0.00
Net Income (Loss) Per Share ($0.00) ($0.03)
Weighted average common shares for
computing per share data 4,823,944 4,736,828
</TABLE>
<TABLE> <C> <C> <C> <C> <C>
AMERECO, INC.
COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended June 30, 1996 Six Months Ended June 30, 1995
Omnivest Eliminating AMERECO/Omnivest Resources, Inc.
AMERECO, Inc. Resources, Inc. Entries Combined Combined
Net Sales $0 $1,541,603 $1,541,603 $295,060
Management fees 22,631 0 (22,631) 0 0
Cost of Sales 0 1,219,753 1,219,753 247,873
Gross Profit 22,631 321,850 321,850 47,187
Operating Expense:
Selling expenses 0 260,167 260,167 174,108
Administrative expense 26,632 141,211 (22,631) 145,212 324,381
Transportation expenses 0 43,893 43,893 0
Total Operting Expenses 26,632 445,271 449,272 498,489
Income (Loss) from Operations (4,001) (123,421) (127,422) (451,302)
Other (Income) Expenses:
Interest income 0 (24,994) (24,994) (100)
Other income 0 (1,749) (1,749) (2,086)
Interest expense 1,418 195,914 197,332 258,823
Total Other (Income) Expense 1,418 169,171 170,589 256,637
Income (Loss) Before Depreciation,
Amortization, and Extraordinary items(5,419) (292,592) (298,011) (707,939)
Depreciation and Amortization 2,111 390,704 392,815 22,623
Loss Before Extraordinary Item and
Cumulative Effect of Accounting Change(7,530) (683,296) (690,826) (730,562)
Extraordinary Item - interest 0 91,253 91,253 176,279
Cumulative Effect of Accounting Change 0 164,690 164,690 0
Net Income (Loss) ($7,530) ($427,353) ($434,883) ($554,283)
Net Income (Loss) Per Share Before Extraordinary Item
and Cumulative Effect of Accounting Change ($0.14) ($0.15)
Extraordinary Item - interest 0.02 0.04
Cumulative Effect of Accounting Change 0.03 0.00
Net Income (Loss) Per Share ($0.09) ($0.11)
Weighted average common shares for
computing per share data 4,823,944 4,736,828
</TABLE>
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AMERECO, INC.
Statements of Stockholders' Equity
For the Six Months Ended June 30, 1996
(Unaudited)
Additional Total
Common Stock Paid-In Accumulated Shareholders'
Shares Amount Capital Deficit Equity
Balance at December 31, 1995 1,087,806 $1,088 $10,129,678 ($7,000,873) $3,129,893
Common stock issued to acquire
all outstanding shares of
Omnivest Resources, Inc.
under conversion option 3,186,118 3,186 7,381,378 -- 7,384,564
Common stock issued to retire
note payable of
Omnivest Resources, Inc. 490,953 491 1,216,217 -- 1,216,708
Issuance of additional common stock 59,067 59 83,941 -- 84,000
Net Income AMERECO, Inc.for the
five months ended May 31, 1996 368,468 368,468
Reverse Purchase
AMERECO, Inc. (6,632,405) 6,632,405 --
Omnivest Resources, Inc. 2,174,715 (2,174,715) --
Net Loss for the six months ended
June 30, 1996 ___________ ________ ___________ (434,883) (434,883)
Balance at June 30 1996 4,823,944 $4,824 $14,353,524 ($2,609,598) $11,748,750
</TABLE>
<TABLE> <C> <C>
AMERECO, INC.
Combined Statements of Cash Flow
(Unaudited)
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995
Cash Flow from Operating Activities:
Net Loss ($434,883) ($796,043)
Adjustments to reconcile net loss to net
Cash used in operating activities:
Depreciation and amortization 526,903 212,287
Changes in operating assets and liabilities:
(Increase) Decrease in receivables-trade (56,029) (115,171)
(Increase) Decrease in other receivables (23,190) 25,847
(Increase) Decrease in inventories (773,118) (698,752)
(Increase) Decrease in prepaid expenses (8,801) 15,941
Increase (Decrease) in current portion of
long-term debt 298,378 (62,500)
Increase (Decrease) in payables-trade (46,925) (285,679)
Increase (Decrease) in other payables 94,540 (825)
Increase (Decrease) in accr. sals.& taxes (281,323) (89,381)
Increase (Decrease) in other accr. exps. (33,432) (162,457)
Net cash provided (used) by operating acts. (747,880) (1,956,733)
Cash Flows from Investing Activities:
Increase in property and equipment (572,334) (339,870)
Cash Flows from Financing Activities:
Increase in loan costs -- (325,847)
Increase in notes payable 224,622 3,674,637
Conversion of debt to equity (1,216,708) (6,931,000)
Increase in additional paid-in capital -- 6,931,000
Payment of long-term debt (303,491) (48,301)
Proceeds from sale of stock 2,585,176 --
Net cash provided (used) by financing acts. 1,289,599 3,390,489
Net Increase (Decrease) in cash (30,615) 1,093,886
Cash, beginning of period 43,130 9,817
Cash, ending of period $12,515 $1,103,703
</TABLE>
AMERECO, Inc.
Notes to Financial Statements
June 30, 1996
Note 1: Summary of Significant Account Policies
Operations
AMERECO, Inc. (the "Company") was organized as a Utah corporation on October
16, 1974, under the name of Norcal Chemical Corporation. The Company's name
was changed to AMERECO, Inc. In June 1995. In 1986 the Company acquired
through the United States Bankruptcy Court a lightweight aggregate facility
located in Clay County, Georgia and acquired a sand and gravel property in
Columbus, Georgia. In 1988 the Company's current management was elected. In
April 1992 the Company sold the non-operating sand and gravel property
utilizing the proceeds from the sale to retire indebtedness owed to creditors
of the Company and creditors in the Chapter 11 proceeding. In March 1993 the
Company formedand became the General Partner of Omnivest Resources, L.P. (the
"Partnership") for the purpose of raising capital or financing necessary to
refurbish and place into production the lightweight aggregate facility in
Clay County, Georgia. The Company transferred to the Partnership all of the
Company's title and interest in the lightweight aggregate facility, subject
to $311,250 of Company indebtedness, in exchange for a 99.9% general
partnership interest. The Company concurrently executed a Credit Agreement
with C.I.S. Resources Limited Liability Company ("CIS") and Georgia
Resources, Inc. ("GRI"). The Company as managing general partner of the
Partnership, managed the refurbishment of the plant and currently the
operation of the lightweight aggregate facility under the terms of a
management agreement.
In June 1995 after Company stockholder approval of the transfer of assets to
the Partnership, CIS and GRI converted the total advanced under the Credit
Agreement into a 78.13% Limited Partnership interest. The Partnership then
consummated a $4.5 million loan facility with an outside lender. The Company
as General Partner guaranteed the loan. As a requirement for the loan, a
$1.25 million Letter of Credit was obtained by GRI for the benefit of the
Partnership. As consideration to GRI, the Company issued an additional 1.75%
Limited Partnership Interest to GRI. With the conversion of the lenders to
Limited Partners and the additional Limited Partnership interest for the
Letter of Credit as collateral, the Company reduced its General Partnership
interest from 99.9% to 20.02%. In addition the Partnership had capital
requirements of $1.0 million which was funded by sale of additional Limited
Partnership interests. The Company's ownership interest was reduced by 1.70%
to 18.32%.
On June 1, 1996, in accordance with agreements previously approved by the
Company's shareholders, the Limited Partners converted their respective
partnership interests into shares of the Company's common stock through a
reverse merger step transaction in which the business owned assets were placed
in a corporation (Omnivest Resources, Inc.) which is now a wholly owned
subsidiary of the Company.
Cash and Cash Equivalents
The Company considers all investments purchased with an original maturity of
three months or less to be cash equivalents.
Inventories
Inventories for the Company are stated at the lower of Cost (last-in,
first-out, LIFO) or market. (See Note 9).
AMERECO, Inc.
Notes to Financial Statements (continued)
June 30, 1996
Note 1: Summary of Significant Accounting Policies (continued)
Property and Equipment
The Company Property and Equipment are stated at cost. Costs are depreciated
using the units of production method. In addition, office furniture, equipment
and a pipeline are depreciated using the straight-line method straight-line
method over the estimated useful lives of the assets. When assets are retired
or disposed of, all applicable costs and accumulated depreciation are retired
from the accounts and any resulting gain or loss is recognized.
Useful Life
Classification In Years Cost
6/30/96 12/31/95
Machinery and equipment N/A 13,235,451 12,675,717
Office furniture & equipment 5-7 102,396 91,814
Land and Improvements N/A 452,197 450,179
13,790,044 13,217,710
Accumulated depreciation (363,267) (241,068)
Net 13,426,777 12,976,642
Income Taxes
Effective in 1992, the Company adopted the provisions of FASB Statement No. 109
"Accounting for Income Taxes", which requires the asset and liability method of
accounting for income taxes.
Loss Per Share
Net loss per common share is computed using the weighted average number of
common shares outstanding. Outstanding options are not included in the
calculation of net loss per common share since their impact is anti-dilutive.
Note 2: Notes Payable
Notes payable and current portion of long-term notes at June 30, 1996 consist
of the following:
Note Payable, secured by all assets owned
or hereafter acquired of Omnivest Resources,
Inc., interest rate of prime plus 2.25%
paid monthly plus $25,000 principal;
due June 15, 1997. $2,450,000
AMERECO, Inc.
Notes to Financial Statements (continued)
June 30, 1996
Note 2: Notes Payable (continued)
Note Payable, secured by all assets owned
or hereafter acquired of Omnivest Resources,
Inc., interest paid monthly with an interest rate
of prime plus 2.25%, advances under the
revolving loan shall not exceed 70% of
eligible accounts receivable and 45% of
eligible inventory; due June 15, 1997. $907,518
Note Payable, secured by mobile equipment,
42 monthly installments of principal and
interest in the amount of $6,379; due
August 15, 1999 $205,443
Note payable, unsecured bearing interest
at 12% due March 31, 1997 $ 75,000
Note payable, unsecured bearing interest
at 10% due June 30, 1996 $26,462
Note payable, unsecured bearing interest
at 8% due September 8, 1987 $3,896
Note payable, unsecured bearing interest
at 13%, interest paid semiannually,
due April 14, 1997 $40,000
Total debt $3,708,319
Less current portion 1,405,990
Total long-term debt $2,302,329
Note 3: Stock Options
In June 1995 the stockholders of the Company approved a stock option plan.
Under the plan, the Board of Directors may grant options for the purchase of up
to 100,000 common shares. The options may be exercisable for not more than ten
years and the option price must be not less than market value. Non-qualified
(non-employees) may be granted options at an option price determined by a
committee. At June 30, 1996 22,500 non-qualified options have been granted
with an exercise price of $4.00 and an expiration year of 2001. At June 30,
1996, no options have been exercised.
AMERECO, Inc.
Notes to Financial Statements (continued)
June 30, 1996
Note 3: Stock Options (continued)
Additionally, the Company granted options to officers, directors and others for
their past contributions. No options have been exercised.
The following table represents these options outstanding:
Exercise Expiration
Granted Price Date
Officers and directors 400,000 $ 4.25 12/31/99
300,000 $ 1.50 12/31/99
2,500 $ 4.00 1/1/01
2,500 $ 4.00 7/1/01
Others 400,000 $ 4.25 12/31/99
20,000 $ 4.75 12/31/99
17,500 $ 4.00 7/1/01
Total 1,142,500
Note 4: Commitments and Contingencies
The Company's operations are subject to various federal, state and local laws
governing protection of the environment. These laws are continually changing
and in general are becoming more restrictive. The Company believes that it is
in compliance with all applicable laws and regulations.
The Company has guaranteed the repayment of a loan facility to Omnivest
Resources, Inc. a wholly owned subsidiary. The Principal Balance of these
obligations is $3.563 million at June 30, 1996.
Note 5: Business Combination and Changes in Majority Ownership
Effective June 1, 1996, AMERECO, Inc. completed a step transaction in which it
issued 3,186,118 shares of its common stock and received 100% of the common
stock of Omnivest Resources, Inc. (formerly Omnivest Resources, L.P.). The
business combination is reported as a reverse purchase of AMERECO, Inc. by
Omnivest Resources, Inc. Operations of Omnivest Resources, Inc. are reported
for all periods presented. Operations for AMERECO, Inc. are reported from June
1, 1996, the reverse purchase date, through June 30, 1996. The purchase price
approximated the fair value of the net assets acquired.
AMERECO, Inc.
Notes to Financial Statements (continued)
June 30, 1996
Note 6: Related Party Transactions
The Officers of the Company have accrued salaries and expenses from 1988
through 1996. The accrued salaries and expenses at June 30, 1996 were
$538,743.
Note 7: Leases
The Company currently leases office space on a month-to-month basis at the rate
of $2,851.53/month. Rent expense for the three months ended June 30, 1996 was
$8,554.59.
Note 8: Income Taxes
The Company has loss carry-forward of $7,000,873 that may be offset against
future taxable income. The carry-forward expires in 2010.
A deferred tax asset has not been reflected in the financial statements since
the realization of the benefit is not assured due to the Company's past
operating history.
Note 9: Change in Accounting Method
During 1996, the Company changed its method of determining the cost of
inventory from First-in, first-out (FIFO) to the last-in, first-out (LIFO)
method. The Company believes the LIFO method more closely relates current
costs with current revenue. The effect of the change was to decrease the
loss before extraordinary items and net income for 1995 by $164,690 is a one
time credit to income.
AMERECO, Inc.
Notes to Financial Statements (continued)
June 30, 1996
ITEM 2
Management's Discussion and Analysis or Plan of Operations
The following is management's discussion and analysis of certain significant
factors that have affected the Company's financial condition and results of
operation during the periods included in the accompanying financial statements.
Results of Operations
AMERECO, Inc. was originally incorporated as Norcal Chemical Corporation on
October 16, 1974. In January and April 1986, respectively, the Company
acquired a lightweight aggregate facility and a sand and gravel property.
The business of the Company has been to manage the Partnership refurbishment
and start-up of the lightweight aggregate facility operation including
manufacturing and marketing of lightweight aggregate used in concrete block,
pre-stressed and pre-cast concrete, structural concrete, bridge floors,
highway surfaces and other uses.
Effective June 1, 1996, AMERECO, Inc. completed a step transaction in which it
issued 3,186,118 shares of its common stock and received 100% of the common
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 12,515
<SECURITIES> 1,000,000
<RECEIVABLES> 388,043
<ALLOWANCES> 0
<INVENTORY> 1,994,001
<CURRENT-ASSETS> 3,516,561
<PP&E> 13,790,044
<DEPRECIATION> (363,267)
<TOTAL-ASSETS> 17,152,230
<CURRENT-LIABILITIES> 3,101,151
<BONDS> 0
0
0
<COMMON> 4,824
<OTHER-SE> 14,353,524
<TOTAL-LIABILITY-AND-EQUITY> 17,152,230
<SALES> 1,541,603
<TOTAL-REVENUES> 1,568,346
<CGS> 1,219,753
<TOTAL-COSTS> 1,219,753
<OTHER-EXPENSES> 842,087
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 197,332
<INCOME-PRETAX> (690,826)
<INCOME-TAX> 0
<INCOME-CONTINUING> (690,826)
<DISCONTINUED> 0
<EXTRAORDINARY> 91,253
<CHANGES> 164,690
<NET-INCOME> (434,883)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
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