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
Date of Report October 15, 1996
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MAYNARD OIL COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 0-5704 75-1362284
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8080 N. Central Expressway, Suite 660, Dallas, Texas 75206
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Registrant's telephone number, including area code: (214) 891-8880
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INFORMATION TO BE INCLUDED
IN THE REPORT
Item 2. Acquisition or Disposition of Assets
Pursuant to seven purchase and sale agreements between the Registrant
and various oil and gas companies("Purchasers"), dated from March 6, 1996
through September 12, 1996, Registrant has sold interests in approximately 130
producing wells located in Texas and Oklahoma for cash consideration of
$8,043,657.
The first divestiture was closed on May 31, 1996 between ROC Energy,
Byrd Operating Company and the Registrant for cash of $1,380,000 representing
properties located in Crockett County, Texas.
Three additional property sales closed in August, 1996 between BMC,
Ltd., Chatham Oil Company, Javelina Energy, and the Registrant for total cash
consideration of $934,439. Properties involved in these three sales included
working interests in wells located in Grayson County, Texas and Carter County,
Oklahoma and overriding royalty interests in Texas and Oklahoma.
The last three property dispositions closed on September 30, 1996
between Enron Oil and Gas and the Registrant for total cash of $5,729,218
covering oil and gas properties located in Ellis, Roger Mills, Stephens, and
Woodward Counties Oklahoma.
There is no material relationship between the Purchasers and
Registrant or any of its affiliates, or with any directors, officers, or
associate of any director or officer of the Registrant.
Item 7. Pro Forma Financial Information and Exhibits.
Effective May 1, 1996 and August 1, 1996, the Company sold its
interests in approximately 130 producing wells in Texas and Oklahoma
for cash totaling $8,043,657 to six different entities.
The unaudited pro forma condensed consolidated balance sheet of
Maynard Oil Company and Subsidiaries has been prepared as if the
disposition of these assets occurred on June 30, 1996. The unaudited
pro forma condensed consolidated statements of operations for the six
months ended June 30, 1996 and for the year ended December 31, 1995
have been prepared as if the acquisition occurred at the beginning of
the respective periods. The condensed consolidated pro forma
information should be read in conjunction with the notes thereto.
Such pro forma information is not necessarily indicative of the
results which would have actually occurred had the transactions been
in effect on the dates or the periods indicated or which may occur in
the future.
(b) Pro Forma Financial Information.
INDEX TO PRO FORMA FINANCIAL INFORMATION
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
June 30, 1996
Pro Forma Condensed Consolidated Statement of Operations
(Unaudited) for the Year Ended December 31, 1995
Pro Forma Condensed Consolidated Statement of Operations
(Unaudited) for the Six Months Ended June 30, 1996
Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited)
Exhibits.
2(a) Purchase and Sale Agreement with ROC Energy, Inc. dated
March 6, 1996 together with certain Exhibits and Schedules.
2(b) Partial Assignment of Purchase and Sale Agreement and
Consent to Partial Assignment of Purchase and Sale Agreement
with ROC Energy, Inc. and Byrd Operating Company dated
May 8, 1996 together with certain Exhibits and Schedules.
2(c) Purchase and Sale Agreement with Javelina Energy, Inc. Dated
August 6, 1996 together with certain Exhibits and Schedules.
2(d) Purchase and Sale Agreement with Chatham Oil Company dated
August 12, 1996 together with certain Exhibits and
Schedules.
2(e) Purchase and Sale Agreement with BMC, Ltd. dated August 14,
1996 together with certain Exhibits and Schedules.
2(f) Purchase and Sale Agreement with Enron Oil & Gas Inc. Dated
September 12, 1996 together with certain Exhibits and
Schedules.
2(g) Purchase and Sale Agreement with Enron Oil & Gas Inc. Dated
September 12, 1996 together with certain Exhibits and
Schedules.
2(h) Purchase and Sale Agreement with Enron Oil & Gas Inc. Dated
September 12, 1996 together with certain Exhibits and
Schedules.
The Registrant Agrees to provide copies of any Exhibits and
Schedules upon request.
MAYNARD OIL COMPANY
Pro Forma Condensed Consolidated Balance Sheets
June 30, 1996
(Unaudited)
Historical Pro Forma Pro Forma
Amounts Adjustments(a) Amounts
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(Thousands of Dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 11,421 $ 6,664 $18,085
Accounts receivable, and other
current assets 4,898 -- 4,898
Total current assets 16,319 6,664 22,983
Property and equipment, at cost:
Oil and gas properties 111,160 (8,065) 103,095
Other property and equipment 514 -- 514
111,674 (8,065) 103,609
Less accumulated depreciation and
amortization (53,400) 6,721 (46,679)
Net property and equipment 58,274 (1,344) 56,930
$74,593 $ 5,320 $79,913
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion, long-term debt $ 5,000 $ -- $ 5,000
Accounts payable, accrued expenses
and other current liabilities 6,766 -- 6,766
Total current liabilities 11,766 -- 11,766
Deferred income taxes 2,012 -- 2,012
Long-term debt 18,750 -- 18,750
Shareholders' equity:
Common stock 489 -- 489
Additional paid-in capital 18,831 -- 18,831
Retained earnings 22,745 5,320 28,065
Total shareholders' equity 42,065 5,320 47,385
$74,593 $ 5,320 $79,913
See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.
MAYNARD OIL COMPANY
Pro Forma Condensed Consolidated Statement of Operations
For the Twelve Months Ended December 31, 1995
(Unaudited)
Property
Historical Divestiture Pro Forma
Amounts Adjustments Amounts
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(Thousands of Dollars Except Per Share Amounts)
Revenues:
Oil and gas sales $20,540 $(1,630)(b) $18,910
Interest and other 672 419 (c) 1,091
Gain (loss) on sale of assets 992 5,758 (d) 6,750
22,204 4,547 26,751
Costs and expenses:
Operating expenses 8,444 (875)(b) 7,569
Exploration, dry holes
and abandonments 609 -- 609
General and administrative 926 -- 926
Depreciation and amortization 6,880 (415)(b) 6,465
Interest and other 992 -- 992
17,851 (1,290) 16,561
Income before income taxes 4,353 5,837 10,190
Income tax expense 1,330 1,985 (g) 3,315
Net income $ 3,023 $ 3,852 $ 6,875
Weighted average number of common
shares outstanding 4,890,708 4,890,708
Net income per common share $ .62 $1.41
See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.
MAYNARD OIL COMPANY
Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 1996
(Unaudited)
Property
Historical Divesture Pro Forma
Amounts * Adjustments Amounts
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(Thousands of Dollars Except Per Share Amounts)
Revenues:
Oil and gas sales $14,876 $(1,032)(e) $13,844
Interest and other 232 173 (f) 405
Gain (loss) on sale of assets 1 -- 1
15,109 (859) 14,250
Costs and expenses:
Operating expenses 5,027 (347)(e) 4,680
Exploration, dry holes
and abandonments 186 -- 186
General and administrative 521 -- 521
Depreciation and amortization 4,728 (205)(e) 4,523
Interest and other 914 -- 914
11,376 (552) 10,824
Income (loss) before income taxes 3,733 (307) 3,426
Income tax expense 1,087 (104)(g) 983
Net income $ 2,646 $ (203) $ 2,443
Weighted average number of common
shares outstanding 4,889,851 4,889,851
Net income (loss) per common share $ .54 $ .50
* Maynard's Historical Statement of Operations for the Six Months ended June
30, 1996 has been adjusted from those amounts disclosed in the 1996 Form
10-Q to exclude the gain from oil and gas properties sold during May, 1996
and also to exclude the tax expense associated with this May, 1996
disposition. The effects of this property disposition have already been
included on the Pro Forma Consolidated Statement of Operations for the
twelve months ended December 31, 1995 which is reflected on the Pro Forma
Statement of Operations for the Twelve Months ended December 31, 1995.
MAYNARD OIL COMPANY
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(a) Record cash from the sale of oil and gas properties received in August and
September, 1996 and remove the related property asset balances from the
accounts. Thus, the June 30, 1996 Pro Forma Balance Sheet is computed as
if all the sales transactions were consummated at June 30, 1996.
(b) Reduce oil and gas revenues, lease operating expenses, and depreciation and
amortization expense for the twelve months ended December 31, 1995 by the
amounts related to the properties sold in 1996.
(c) Recognize additional interest income at an annual rate of 5.75 percent as
if the property divestitures had occurred on January 1, 1995 and the
proceeds generated by the sales were available at that date.
(d) Recognize the gain generated from the disposition of all the property
groups as if the sale occurred at January 1, 1995.
(e) Reduce oil and gas revenues, lease operating expenses, and depreciation and
amortization expense for the six months ended June 30, 1996 by the amounts
related to the properties sold.
(f) Recognize additional interest income at an annual rate of 5.2 percent as if
all the property divestitures had occurred January 1, 1995 and the proceeds
generated by the sales were available at that date.
(g) Record the tax effect, at 34 percent for US Federal income taxes, of the
pro forma adjustments relating to the property divestitures for the
respective periods.
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/ Kenneth W. Hatcher
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Kenneth W. Hatcher
Vice President of Finance
Dated: October 15, 1996