-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WfNUionSj9HnADNO9z58xnvVyykPUodXSjGXGhjuCiIiAH9lsuMjsRlG71YzfRPs sFdRXdZwr3wNqm60QicXXg== 0000355115-96-000032.txt : 19961223 0000355115-96-000032.hdr.sgml : 19961223 ACCESSION NUMBER: 0000355115-96-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961213 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19961220 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALAMCO INC CENTRAL INDEX KEY: 0000355115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550615701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08490 FILM NUMBER: 96683617 BUSINESS ADDRESS: STREET 1: 200 W MAIN ST CITY: CLARKSBURG STATE: WV ZIP: 26301 BUSINESS PHONE: 3046236671 MAIL ADDRESS: STREET 1: P.O. BOX 1740 STREET 2: 200 W. MAIN STREET CITY: CLARKSBURG STATE: WV ZIP: 26302-1740 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY LAND & MINERAL CO DATE OF NAME CHANGE: 19830718 8-K 1 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 (Date of earliest event reported): December 13, 1996 ALAMCO, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-8490 55-0615701 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 200 West Main Street, Clarksburg, West Virginia 26301 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (304) 623-6671 Item 5. Other Events Alamco, Inc. announced a restatement of its results of operations for the nine months ended September 30, 1996 and the four years ended December 31, 1992, 1993, 1994 and 1995 to reflect non-cash adjustments in the Company's accounting for nonqualified stock options as a result of the employee tax reimbursement feature included in the option arrangements. Under accounting for what are now treated as variable stock options, periodic differences between the market price of the Company's Common Stock and the exercise prices of outstanding nonqualified stock options are recognized as non-cash compensation expense. Accordingly, the restatement does not have any effect on the Company's cash flow and results in a slight increase in stockholders' equity from the net deferred tax benefits associated with this change. Under applicable accounting standards, as set forth in EITF 87-6B, nonqualified stock option plans or agreements containing a tax reimbursement feature, among others, must reflect in net income on a periodic basis differ- ences between the market price of the Company's Common Stock and the exercise prices of outstanding options. Changes in market price of the Company's Common Stock may result in charges or credits to net income depending on whether the market price has increased or decreased since the preceding fiscal quarter. The Company adopted nonstatutory stock option plans in 1982 and 1992 and has granted nonqualified options to senior management and other key employees pursuant to such plans and separate stock option agreements at exercise prices equal to the fair market value of the Company's Common Stock at the respective dates of grant. A total of 299,474 nonqualified options were outstanding at September 30, 1996. No nonqualified stock options have been granted since September 30, 1996. All outstanding nonqualified options contain a tax reim- bursement feature, which requires the Company to reimburse an individual option holder for income taxes arising upon exercise of stock options up to the amount of the Company's tax benefit. The Company's incentive stock options and the outside directors stock option plans are not subject to such adjustment. Since 1982 the Company has treated stock options granted under its incentive stock option plans and its nonqualified stock option plans and agreements, all of which contain an employee tax reimbursement feature, in a consistent manner. If the nonqualified plans and agreements had not contained this tax reimbursement feature, the Company's historic accounting for stock options would have continued and no accounting adjustment would now be required. However, as a result of recent exercises of nonqualified stock options, the Company reviewed its accounting for stock options and concluded that its past accounting treatment was not in conformity with currently applicable accounting requirements. According to John L. Schwager, President of Alamco, Inc., the Company does not intend to grant new options containing a tax reimbursement feature. He stated that the Board is considering whether to eliminate the tax reimbursement feature from existing plans and agreements, subject to the consent of holders of outstanding stock options. During the eight year period 1987 to 1994, the aggregate differences between market prices and option exercise prices were not substantial, and the aggregate non-cash compensation expense charged or credited to income was only $387,000, net. However, since the beginning of 1995 the Company's stock price has risen significantly from approximately $6.00 per share to $11.75 at the end of the third quarter 1996. Accordingly, the net aggregate amount charged to income was $416,000 for 1995 and an additional $917,000 in the first nine months of 1996. Net income and earnings per share for the nine months ended September 30, 1996 were $1,563,000 ($0.32 per share) as adjusted, compared to $2,481,000 ($0.51 per share) as originally reported. Net income and earnings per share for the year ended December 31, 1995 were $1,279,000 ($0.27 per share) as adjusted, compared to $1,695,000 ($0.36 per share) as originally reported. The accounting change is not expected to have an adverse impact on fourth quarter 1996 unless the market price of the Company's Common Stock increases significantly over the level reached at the end of the third quarter 1996. A summary of the effects of the restatement of the Company's results of operations for the nine months ended September 30, 1996 and 1995, and the four years ended December 31, 1995, 1994, 1993 and 1992, respectively, is set forth below: Alamco, Inc. Summary of Effects of Restatement of Results of Operations for Changes in Accounting for Stock Options (In thousands, except share data) Nine Months Ended 09/30/96 09/30/95 As Reported Restated As Reported Restated Revenues: Gas and oil sales $15,137 $15,137 $ 8,727 $ 8,727 Agreements with gas purchasers 0 0 0 0 Well tending income 641 641 811 811 Other revenue 728 728 601 601 Total revenues 16,506 16,506 10,139 10,139 Expenses: Operating 6,087 6,087 4,862 4,862 Exploration 110 110 0 0 General and administrative 2,709 2,394 2,312 2,210 Option plan compensation 0 1,818 0 726 Depreciation, depletion and amortization 3,412 3,412 3,110 3,110 Interest 674 674 816 816 Total expenses 12,992 14,495 11,100 11,724 Income from operations 3,514 2,011 (961) (1,585) Other nonoperating income 200 200 145 145 Income before income tax 3,714 2,211 (816) (1,440) Provision for income taxes 1,233 648 (287) (531) Extraordinary income, net of tax 0 0 0 0 Net income $ 2,481 $ 1,563 ($529) ($909) Net income per share $ 0.51 $ 0.32 ($0.11) ($0.19) Weighted average number of shares outstanding 4,894,037 4,894,037 4,673,868 4,673,868
Alamco, Inc. Summary of Effects of Restatement of Results of Operations for Changes in Accounting for Stock Options (In thousands, except share data) Years Ended 1995 1994 1993 1992 As As As As Reported Restated Reported Restated Reported Restated Reported Restated Revenues: Gas and oil sales $12,636 $12,636 $11,993 $11,993 $ 9,504 $ 9,504 $ 8,855 $ 8,855 Agreements with gas purchasers 4,164 4,164 0 0 0 0 0 0 Well tending income 943 943 1,232 1,232 2,172 2,172 2,308 2,308 Other revenue 796 796 446 446 224 224 187 187 Total revenues 18,539 18,539 13,671 13,671 11,900 11,900 11,350 11,350 Expenses: Operating 6,713 6,713 5,461 5,461 4,262 4,262 4,041 4,041 Exploration 641 641 0 0 0 0 0 0 General and administrative 3,146 3,044 2,908 2,902 2,373 2,341 2,376 2,374 Option plan compensation 0 784 0 (41) 0 360 0 346 Depreciation, depletion and 4,271 4,271 3,523 3,523 2,806 2,806 3,007 3,007 amortization Interest 1,188 1,188 154 154 385 385 745 745 Total expenses 15,959 16,641 12,046 11,999 9,826 10,154 10,169 10,513 Income from operations 2,580 1,898 1,625 1,672 2,074 1,746 1,181 837 Other nonoperating income 192 192 155 155 321 321 200 200 Income before income tax 2,772 2,090 1,780 1,827 2,395 2,067 1,381 1,037 Provision for income taxes 1,077 811 134 152 843 715 442 308 Extraordinary income, net of tax 0 0 0 0 0 0 1,058 1,058 Net income $1,695 $1,279 $1,646 $1,675 $1,552 $1,352 $1,997 $1,787 Net income per share $0.36 $0.27 $0.35 $0.36 $0.45 $0.39 $0.78 $0.70 Weighted average number of shares outstanding 4,679,703 4,679,703 4,645,154 4,645,154 3,438,594 3,438,594 2,555,654 2,555,654
Item 7. Exhibits (c) Exhibits 99.1 Press Release dated December 13, 1996, issued by Alamco, Inc. Item 601. Exhibits Exhibit Prior Filing or Subsequential No. Description Page No. Herein ------- ----------------------------------- ---------------- 99.1 Press Release dated December 13, 1996, issued by Alamco, Inc. Filed herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALAMCO, INC. (Registrant) By: /s/ John L. Schwager ----------------------------------- Date: December 19, 1996 John L. Schwager President, Chief Executive Officer and Principal Financial Officer EX-99 2 FOR IMMEDIATE RELEASE Contact: Jane Merandi Alamco, Inc. 200 West Main Street Clarksburg, WV 26301 1-800-873-2526, extension 108 http://www.alamco.com RESTATEMENT OF RESULTS TO REFLECT CHANGES IN ACCOUNTING FOR STOCK OPTIONS CLARKSBURG, WV, December 13, 1996 ... Alamco, Inc. announced a restatement of its results of operations for the nine months ended September 30, 1996 and the five years ended December 31, 1995 to reflect non-cash adjustments in the Company's accounting for nonqualified stock options as a result of the employee tax reimbursement feature included in the option arrangements. Under accounting for what are now treated to be variable stock options, periodic differences between the market price of the Company's Common Stock and the exercise prices of outstanding nonqualified stock options are recognized as non-cash compensa- tion expense. Accordingly, the restatement does not have any effect on the Company's cash flow and results in a slight increase in stockholders' equity from the net deferred tax benefits associated with this change. John L. Schwager, President of Alamco, Inc., commented: "The Company's business and cash flow are not affected in any way by the change in accounting for stock options. Gas prices remain strong and production volumes have continued to increase. The effect of the change on the Company is accounting, not economic. The accounting for stock options is complex and subject to many interpretations. Variations in apparently similar provisions can produce substantially different accounting treatment of the compensatory element inherent in all stock option arrangements." Further, Mr. Schwager stated that since 1982 the Company has treated stock options granted under its incentive stock option plans and its nonqualified stock option plans and agreements, all of which contain an employee tax reim- bursement feature, in a consistent manner. If the nonqualified plans and agreements had not contained this tax reimbursement feature, the Company's historic accounting for stock options would have continued and no accounting adjustment would now be required. However, as a result of recent exercises of nonqualified stock options, the Company reviewed its accounting for stock options and concluded that its past accounting treatment was not in conformity with currently applicable accounting requirements. The Company has not granted any nonqualified stock options since September 30, 1996 and does not intend to grant new options containing a tax reimbursement feature. He stated that the Board is considering whether to eliminate the tax reimbursement feature from existing plans and agreements, subject to the consent of holders of outstanding stock options. During the eight year period 1987 to 1994, the aggregate differences between market prices and option exercise prices were not substantial, and the aggregate non-cash compensation expense charged or credited to income was only $387,000, net. However, since the beginning of 1995 the Company's stock price has risen significantly from approximately $6.00 per share to $11.75 at the end of the third quarter 1996. Accordingly, the net aggregate amount charged to income was $416,000 for 1995 and an additional $917,000 in the first nine months of 1996. Net income and earnings per share for the nine months ended September 30, 1996 were $1,563,000 ($0.32 per share) as adjusted, compared to $2,481,000 ($0.51 per share) as originally reported. Net income and earnings per share for the year ended December 31, 1995 were $1,272,000 ($0.27 per share) as adjusted, compared to $1,695,000 ($0.36 per share) as originally reported. The accounting change is not expected to have an adverse impact on fourth quarter 1996 unless the market price of the Company's Common Stock increases significantly over the level reached at the end of the third quarter 1996. Alamco, headquartered in Clarksburg, West Virginia, is an independent producer of gas and oil in the Appalachian Basin with operations concentrated in West Virginia, Tennessee and Kentucky. The Company's stock is traded on the American Stock Exchange under the symbol AXO. For additional information about the Company, visit the Company's Web site at http://www.alamco.com. -----END PRIVACY-ENHANCED MESSAGE-----