UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
WASHINGTON, D.C. 20549 | |||
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FORM 8-K | |||
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CURRENT REPORT | |||
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
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August 31, 2000 | |||
Date of Report (Date of Earliest Event Reported) | |||
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GLADSTONE RESOURCES, INC. | |||
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State of Delaware | 1-1525 | 91-0234563 | |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
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3500 Oak Lawn, Suite 590, LB 49 |
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Dallas, Texas | 75219 | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
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214-528-9710 | |||
(Registrant's Telephone Number, Including Area Code) | |||
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ITEM 2. | ACQUISITION OR DISPOSITION OF ASSETS |
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On August 31, 2000, Gladstone Energy, Inc. (the "Company") disposed, in three simultaneous transactions (the "Disposition") an aggregate of 30% of the Company's interest in and to the Righthand Creek Field in Allen and Beauregard Parishes, Louisiana. The three purchasers of the interest were i) G. R. Partners, Inc., 4625 Greenville Avenue, Suite 101, Dallas, TX 75206, who acquired 8.1632653% of the Company's interest in and to the Righthand Creek Field for a purchase price of $54,693.88; ii) Bagwell No. 6 Family L. P., P. O. Box 50010, Amarillo, TX 79105, who acquired 12.2448980% of the Company's interest in and to the Righthand Creek Field for a purchase price of $82,040.82; and (iii) the Humphrey Children's Trust, 3500 Oak Lawn Avenue, Suite 590, LB 49, Dallas, TX 75219, who acquired 9.5918367% of the Company's interest in and to the Righthand Creek Field for a purchase price of $64,265.31. The sale of the 30% interest in Righthand Creek Field represents approximately 21.5% of the Company's oil and gas interests. | |
The purchaser, Humphrey Children's Trust, is a trust set up for the benefit of Charles B. Humphrey's children. Mr. Humphrey currently serves as the Chairman of the Board of Gladstone Energy, Inc. The terms of the sale to the Humphrey Children's Trust were proportionately the same as the sale to Bagwell No. 6 Family L. P. and to G. R. Partners, Inc., neither of which have any affiliation with the Company. | |
The funds from the sale will be used to pay off corporate debt. | |
ITEM 7. | FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS |
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(a.) | Financial statements - not applicable. |
(b.) | Pro forma financial information. |
| 1) Gladstone Energy, Inc. proforma balance sheet as of June 30, 2000 (unaudited). |
| 2) Gladstone Energy, Inc. pro forma statement of income for the six months ending June 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
JUNE 30, 2000
On August 31, 2000, the Company completed the sale of 30% of the Company's interest in and to the Righthand Creek Properties in Allen and Beauregard Parishes, Louisiana.
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)
JUNE 30, 2000
| Historical | Pro Forma | Pro Forma | ||
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ASSETS: |
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CURRENT ASSETS: |
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| Cash | $ 41,494 | $ 1,000 (2) | $ 42,494 | |
| Accounts receivable | 57,373 | (13,527) (1) | 43,846 | |
| TOTAL CURRENT ASSETS | 98,867 | (12,527) | 86,340 | |
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PROPERTY AND EQUIPMENT: |
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| Gas and oil properties (successful efforts method) | 929,476 | (102,022) (1) | 827,454 | |
| Field equipment | 18,628 | - | 18,628 | |
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| 948,104 | (102,022) | 846,082 | |
| Accumulated depletion and depreciation | (510,824) | 20,472 (1) | (490,352) | |
| TOTAL PROPERTY AND EQUIPMENT | 437,280 | (81,550) | 355,730 | |
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OTHER ASSETS: |
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| Cost in excess of amount assigned to net assets in New Mexico at date of acquisition, net of amortization | 33,690 | - | 33,690 | |
| Loan origination fees, net of amortization | 4,770 |
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| TOTAL OTHER ASSETS | 38,460 | - | 38,460 | |
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TOTAL ASSETS | $ 574,607 | $ (94,077) | $ 480,530 | ||
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LIABILITIES AND STOCKHOLDERS' EQUITY: |
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CURRENT LIABILITIES: |
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| Accounts payable | $ 12,911 | $ (2,141) | $ 10,770 | |
| Installment note payable to bank | 55,000 | (55,000) (1) | - | |
| TOTAL CURRENT LIABILITIES | 67,911 | (57,141) | 10,770 | |
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LONG-TERM LIABILITIES: |
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| Long term portion of note payable to bank | 145,000 | (145,000) (1) | - | |
| TOTAL LONG-TERM LIABILITIES | 145,000 | (145,000) | - | |
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STOCKHOLDERS' EQUITY: |
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| Common stock | 849 |
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| Capital in excess of stated value | 1,379,285 |
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| Retained earning (deficit) | (1,018,438) | 108,064 | ( 910,374) | |
| TOTAL STOCKHOLDERS' EQUITY | $ 361,696 | 108,064 | $ 469,760 | |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 574,607 | $ (94,077) | $ 480,530 | ||
See Notes to Pro Forma Financial Statements (Unaudited)
GLADSTONE ENERGY, INC.
PRO FORMA STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDING DECEMBER 31, 1999
| Historical | Pro Forma | Pro Forma | ||
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SALES: |
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| Gas and oil | $ 223,943 | $ (48,360) | $ 175,583 | |
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COST OF SALES: |
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| Production taxes | 24,346 | (4,388) | 19,958 | |
| Well operating expense | 72,242 | (14,947) | 57,295 | |
| TOTAL COST OF SALES | 96,588 | (19,335) | 77,253 | |
GROSS PROFIT ON SALES | 127,355 | (29,025) | 98,330 | ||
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EXPENSES: |
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| Oil and gas prospect expense | 24,491 | - | 24,491 | |
| Dry hole and abandonment loss (recovery) | 114,388 | - | 114,388 | |
| Depletion | 56,973 | (9,768) | 47,205 | |
| Depreciation and amortization | 8,724 | - | 8,724 | |
| 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) | 328,378 | |
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| (213,749) | (16,299) | (230,048) | |
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OTHER INCOME |
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| Interest and dividend income | 9,683 | - | 9,683 | |
Income (loss) before taxes | (204,066) | (16,299) | (220,365) | ||
Income taxes | - | - | - | ||
NET INCOME | $ (204,066) | $ (16,299) | $ (220,365) | ||
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EARNINGS PER SHARE: |
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| Basic: | (.24) | (.02) | (.26) | |
| Diluted: | (.24) | (.02) | (.26) | |
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See Notes to Pro Forma Financial Statements (Unaudited)
GLADSTONE ENERGY, INC.
PRO FORMA STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE SIX MONTHS ENDING JUNE 30, 2000
| Historical | Pro Forma | Pro Forma | ||
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SALES: |
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| Gas and oil | $ 220,830 | $ (53,733) | $ 167,097 | |
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COST OF SALES: |
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| Production taxes | 24,871 | (6,476) | 18,395 | |
| Well operating expense | 39,315 | (7,850) | 31,465 | |
| TOTAL COST OF SALES | 64,186 | (14,326) | 49,860 | |
GROSS PROFIT ON SALES | 156,644 | (39,407) | 117,237 | ||
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EXPENSES: |
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| Dry hole and abandonment loss (recovery) | 84,975 | - | 84,975 | |
| Depletion | 44,508 | (9,742) | 34,766 | |
| Depreciation and amortization | 7,849 | (682) | 7,167 | |
| General and administrative | 24,222 | - | 24,222 | |
| Interest | 10,886 | (10,886) | - | |
| Taxes | 2,452 | - | 2,452 | |
| Legal, auditing and accounting | 14,730 | - | 14,730 | |
| TOTAL EXPENSES | 189,622 | (21,310) | 168,312 | |
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| (32,978) | (18,097) | (51,075) | |
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OTHER INCOME |
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| Interest and dividend income | 19 | - | 19 | |
Income (loss) before taxes | (32,959) | - | 19 | ||
Income taxes | - | - | - | ||
NET INCOME | $ (32,959) | $ (18,097) | $ (51,056) | ||
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EARNINGS PER SHARE: |
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| Basic: | (.04) | (.02) | (.06) | |
| Diluted: | (.04) | (.02) | (.06) | |
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See Notes to Pro Forma Financial Statements (Unaudited)
GLADSTONE ENERGY, INC. | |||
NOTES TO PRO FORMA BALANCE SHEET | |||
JUNE 30, 2000 | |||
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(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 June 30, 2000, and the six month period ending June 30, 2000. | ||
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(2) | To reflect the cash proceeds from the sale of the Righthand Creek property. | ||
| Gross proceeds | $ 201,000 | |
| Note Payoff | (200,000) | |
| Net proceeds | 1,000 | |
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(3) | To reflect the estimated gain for proforma financial statement purposes for the sale of Righthand Creek property: | ||
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| Sales price | $ 201,000 | |
| Cost of 30% of property | (102,022) | |
| Accumulated depletion and depreciation | 9,086 | |
| Estimated gain | $ 108,064 | |
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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: /s/ Johnathan M. Hill
Johnathan M. Hill
President
EXHIBIT INDEX
EXHIBIT NO. | DESCRIPTION |
10.1 | Purchase and Sale Agreement made and entered into as of the 30th day of August, 2000 between Gladstone Energy, Inc., as Seller, and G. R. Partners, Inc., as Purchaser. |
10.2 | Purchase and Sale Agreement made and entered into as of the 30th day of August, 2000 between Gladstone Energy, Inc., as Seller, and Bagwell No. 6 Family L. P., as Purchaser. |
10.3 | Purchase and Sale Agreement made and entered into as of the 30th day of August, 2000 between Gladstone Energy, Inc., as Seller, and Humphrey Children's Trust, Sheila Irons, Trustee, as Purchaser. |
10.4 | Assignment and Bill of Sale dated August 31, 2000, effective as to accounting for production as of August 1, 2000. |
