<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 21, 1995
--------------
AMERAC ENERGY CORPORATION
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-9933 75-2181442
- ------------------------ -------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
700 Louisiana, Suite 3330, Houston, Texas 77002
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 223-1833
--------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Address, if Changed Since Last Report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Pro Forma Consolidated Balance Sheet
(b) Pro Forma Consolidated Statements of Operations.
(c) Statement of Revenues and Direct Operating Expenses of Properties
Purchased in Bee County, Texas.
(d) Exhibits - Filed with Form 8-K dated June 20, 1995.
-2-
<PAGE>
AMERAC ENERGY CORPORATION
Pro Forma Consolidated Statements of Operations
(Unaudited)
The following unaudited pro forma consolidated statements of operations for
the three months ended March 31, 1995 and for the year ended December 31, 1994
combine the historical information of the Registrant ("Amerac") and the
properties (see Note 1 on page 7) acquired in Cosden Field on April 21, 1995
("Acquired Properties") together with the related pro forma adjustments which
are based on estimates and assumptions explained in further detail in the
accompanying notes. The pro forma statements of operations for the three months
ended March 31, 1995 and for the year ended December 31, 1994 reflect the
consolidated operations of Amerac and the Acquired Properties as if the
acquisition was consummated on the first day of each respective period. The
unaudited pro forma balance sheet at March 31, 1995 reflects the transaction as
if it had occurred on the last day of the period.
The unaudited pro forma balance sheet and consolidated statements of
operations are provided for comparative purposes only and should be read in
conjunction with the historical consolidated financial statements of the
Registrant and the historical statements of revenues and direct operating
expenses of the Acquired Properties and the related notes thereto included
herewith. The pro forma information presented is not necessarily indicative of
the future combined financial results or as they might have been for the periods
indicated had the acquisition been consummated at the beginning of each
respective period.
-3-
<PAGE>
AMERAC ENERGY CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
March 31, 1995
<TABLE>
<CAPTION>
Amerac Adjustments
Historical (Note 1) Pro Forma
------------- ----------- ------------
<S> <C> <C> <C>
Assets
------
Current assets
Cash and equivalents $ 3,643,000 $(2,900,000) $ 743,000
Accounts receivable 168,000 79,000 247,000
Other 278,000 - 278,000
------------ ----------- ------------
Total current assets 4,089,000 (2,821,000) 1,268,000
------------ ----------- ------------
Oil and gas properties, successful efforts method 16,818,000 2,844,000 19,662,000
Accumulated depreciation, depletion and
amortization (12,004,000) - (12,004,000)
------------ ----------- ------------
Net property and equipment 4,814,000 2,844,000 7,658,000
------------ ----------- ------------
Other assets 159,000 - 159,000
------------ ----------- ------------
$ 9,062,000 $ 23,000 $ 9,085,000
============ =========== ============
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities
Accounts payable $ 40,000 $ 23,000 $ 63,000
Accrued liabilities 147,000 - 147,000
Current portion of long-term debt 1,929,000 - 1,929,000
Current obligations under gas contract 720,000 - 720,000
------------ ----------- ------------
Total current obligations 2,836,000 23,000 2,859,000
------------ ----------- ------------
Long-term liabilities 465,000 - 465,000
------------ ----------- ------------
Shareholders' equity
$4.00 Senior preferred, $1.00 par, 1,671,060
shares issued and outstanding 1,671,000 - 1,671,000
Common stock, $.05 par value; 50,000,000
shares authorized; 20,433,498 shares issued
and outstanding 1,022,000 - 1,022,000
Additional paid-in capital 141,690,000 - 141,690,000
Accumulated deficit (138,622,000) - (138,622,000)
------------ ---------- ------------
Total shareholders' equity 5,761,000 - 5,761,000
------------ ---------- ------------
$ 9,062,000 $ 23,000 $ 9,085,000
============ ========== ============
</TABLE>
The accompanying notes are an integral part
of this consolidated pro forma balance sheet.
-4-
<PAGE>
AMERAC ENERGY CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31, 1995
-------------------------------------------------
Acquired
Amerac Properties Adjustments
Historical (Note 2) (Note 2) Pro Forma
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES
Oil, gas and related product sales $824,000 $ 124,000 $ - $ 948,000
Other operating income 64,000 - - 64,000
--------- --------- --------- ----------
Total revenues 888,000 124,000 - 1,012,000
--------- --------- --------- ----------
EXPENSES
Lease operations 200,000 43,000 - 243,000
Exploration expenses, including dry
hole costs and impairments 7,000 - - 7,000
Depreciation and amortization 275,000 - 50,000 325,000
Administrative 345,000 - - 345,000
Interest 54,000 - 29,000 83,000
--------- --------- --------- ----------
Total expenses 881,000 43,000 79,000 1,003,000
--------- --------- --------- ----------
Income (loss) before tax 7,000 81,000 (79,000) 9,000
Provisions for federal income tax - - - -
--------- --------- --------- ----------
NET INCOME (LOSS) $ 7,000 $ 81,000 $ (79,000) $ 9,000
========= ========= ========= ==========
NET INCOME (LOSS) APPLICABLE
TO COMMON SHAREHOLDERS $(187,000) $ 81,000 $ (79,000) $ (185,000)
========= ========= ========= ==========
NET LOSS PER COMMON SHARE $ (.01) $ - $ - $ (.01)
========= ========= ========= ==========
AVERAGE COMMON SHARES
OUTSTANDING 16,390,000 16,390,000 16,390,000 16,390,000
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part
of this consolidated pro forma balance sheet
-5-
<PAGE>
AMERAC ENERGY CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31, 1994
----------------------------------------------------
Acquired
Amerac Properties Adjustments
Historical (Note 2) (Note 2) Pro Forma
---------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
REVENUES
Oil, gas and related product sales $ 4,125,000 $ 419,000 $ - $ 4,544,000
Other operating income 3,000 - - 3,000
Gain on sale of assets (102,000) - - (102,000)
Gain on contractual settlements 474,000 - - 474,000
Interest income 237,000 - (116,000) 121,000
----------- ---------- ---------- -----------
Total revenues 4,737,000 419,000 (116,000) 5,040,000
----------- ---------- ---------- -----------
EXPENSES
Lease operations 894,000 408,000 - 1,302,000
Exploration expenses, including
dry hole costs and impairments 345,000 - - 345,000
Depreciation and amortization 1,222,000 - 146,000 1,368,000
Administrative 1,775,000 - - 1,775,000
Interest 229,000 - - 229,000
----------- ---------- ---------- -----------
Total expenses 4,465,000 408,000 146,000 5,019,000
----------- ---------- ---------- -----------
Income (loss) before tax 272,000 11,000 (262,000) 21,000
Provision for federal income tax - - - -
----------- ---------- ---------- -----------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM $ 272,000 $ 11,000 $ (262,000) $ 21,000
=========== ========== ========== ===========
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM APPLICABLE
TO COMMON SHAREHOLDERS $(3,828,000) $ 11,000 $ (262,000) $(4,079,000)
=========== ========== ========== ===========
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM PER
COMMON SHARE $ (0.24) $ - $ (0.02) $ (0.26)
=========== ========== ========== ===========
AVERAGE COMMON SHARES
OUTSTANDING 15,884,000 15,884,000 15,884,000 15,884,000
=========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part
of this consolidated pro forma balance sheet
-6-
<PAGE>
AMERAC ENERGY CORPORATION
Notes to Unaudited Pro Forma Balance Sheet as of March 31, 1995
and
Unaudited Pro Forma Consolidated Statement of Operations
for the Period Ended December 31, 1994
1. PRO FORMA BALANCE SHEET ADJUSTMENTS
The accompanying unaudited pro forma consolidated balance sheet
reflects the company's balance sheet as if the transaction had been
effective March 31, 1995. The following adjustments are included:
(a) The purchase price, including acquisition expenses, of
approximately $2,900,000, was funded with cash.
(b) The purchase price has been adjusted for accrued production and
related operating expenses for the months of February and March
1995 pursuant to the purchase agreement.
2. PRO FORMA STATEMENT OF OPERATION ADJUSTMENTS
The accompanying unaudited pro forma consolidated statements of
operations reflect the following adjustments:
(a) The information reflected as "Acquired Properties" herewith
pertains only to certain producing properties in the Cosden Field
in Bee County, Texas acquired on April 21, 1995. The information
included in the pro forma information for the three months ended
March 31, 1995 in the column "Acquired Properties" includes
operational information from January 1, 1995 to March 31, 1995.
(b) Depreciation, depletion and amortization expense has been
computed using the units of production method and reflects the
Company's increased investment in oil and gas properties.
(c) A decrease in interest income was computed for each of the
periods for which an unaudited pro forma consolidated statement
of operations is presented reflecting that $2,900,000 of cash,
which funded the acquisitions, was not available for investment
purposes.
(d) No additional general and administrative expense is expected as
management believes it can absorb these operations without
additional personnel.
(e) As the Company has a large net operation loss carryforward, no
income tax provision is necessary.
-7-
<PAGE>
3. EARNINGS PER SHARE
Net income or loss per common share is computed by dividing the net
income or loss attributable to common shareholders by the weighted average
number of shares of common stock outstanding. In computing income or loss
per share, the $2.25 Convertible Exchangeable Preferred Stock dividends,
either declared or in arrearage for the period, decreases the income
attributable to common shareholders for 1994. For the period ended March
31, 1995, the net losses per share was adjusted for the dividends on the
$4.00 Senior Preferred. The stock options warrants and convertible debt
and equity are anti-dilutive and were not included in the calculation of
losses per share.
4. OIL AND GAS RESERVE INFORMATION
The proved reserves relating to the Acquired Properties, which include
interest in three producing wells with approximately .8 BOE of proved
reserves, would have represented approximately 34% of Amerac Energy
Corporation total proved reserves as of December 31, 1994 which, after
including the Acquired Properties, would have been approximately 2.32
million BOE in 1994. The reserve quantities of the Acquired Properties
were estimated by an independent oil and gas reservoir engineering firm.
All estimates were prepared in accordance with guidelines established by
the Securities and Exchange Commission. All of the reserves are located
within the United States.
-8-
<PAGE>
Statement of Revenues and Direct
Operating Expenses of Properties
Sold to Amerac Energy Corporation
<PAGE>
Report of Independent Accountants
June 16, 1995
To the Board of Directors of
Amerac Energy Corporation
We have audited the accompanying statement of revenues and direct operating
expenses attributable to certain oil and gas properties acquired by Amerac
Energy Corporation (the statement) for the years ended December 31, 1994 and
1993. The statement is the responsibility of the management of C.J. Woffard, as
operator of the properties. Our responsibility is to express an opinion on the
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement is free of material misstatement . An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the statement. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion in
a report on Form 8-K of Amerac Energy Corporation as described in Note 2 and is
not intended to be a complete presentation of revenues and direct operating
expenses.
In our opinion, the statement referred to above presents fairly, in all material
respects, the revenues and direct operating expenses of the properties acquired
by Amerac Energy Corporation described in Note 2 for the years ended December
1994 and 1993, in conformity with generally accepted accounting principles.
[Signature appears here]
Price Waterhouse LLP
Fort Worth, Texas
June 16, 1995
<PAGE>
STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
OF PROPERTIES SOLD TO AMERAC ENERGY CORPORATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the three For the year For the year
months ended ended ended
March 31, December 31, December 31,
1995 1994 1993
------------- ------------ ------------
(unaudited)
<S> <C> <C> <C>
Revenues:
Oil, gas and related product sales $124,000 $419,000 $173,000
Direct operating expenses:
Lease operating expense 34,000 378,000 203,000
Severance taxes 9,000 30,000 12,000
------- -------- --------
43,000 408,000 215,000
------- -------- --------
Excess (deficit) of revenues over
direct operating expenses $ 81,000 $ 11,000 $(42,000)
======== ======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
-3-
<PAGE>
NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
OF PROPERTIES SOLD TO AMERAC ENERGY CORPORATION
- -------------------------------------------------------------------------------
1. THE PROPERTIES
The accompanying statement represents the revenues and direct
operating expenses attributable to the net interest in three producing
wells and certain non-producing leases sold to Amerac Energy Corporation
("Amerac"), effective February 1, 1995, from a group of investors for $2.9
million cash. The properties are located in Bee County, Texas.
2. BASIS OF PRESENTATION
Historical financial statements reflecting financial position, results
of operations and cash flows required by generally accepted accounting
principles are not presented, as such information is neither readily
available on an individual property basis nor meaningful for the properties
acquired. Historically, no allocation of administrative overhead was made
to the properties. Accordingly, the statement is presented in lieu of the
financial statements required under Rule 3-05 of Securities and Exchange
Commission Regulation S-X.
Revenues and direct operating expenses included in the accompanying
statement represents the net working interests in the properties acquired
and are presented on the accrual basis of accounting. No provision has
been made for depreciation, depletion, and amortization, allocated general
and administrative expenses, or corporate income taxes.
3. OIL AND GAS RESERVES INFORMATION (UNAUDITED)
Unaudited reserve information as of December 31, 1994 and 1993 related
to the acquired properties is presented in the table below.
<TABLE>
<CAPTION>
Oil Gas
(Bbl) (Mcf)
------- --------
<S> <C> <C>
Oil and Gas Reserves Quantities
-------------------------------
PROVED DEVELOPED AND
UNDEVELOPED RESERVES:
December 31, 1992 88,007 4,486,057
Production (2,141) (75,856)
------- ---------
December 31, 1993 85,866 4,410,201
Production (4,471) (221,859)
------- ---------
December 31, 1994 81,395 4,188,342
======= =========
PROVED DEVELOPED RESERVES:
As of December 31, 1993 60,631 3,116,201
As of December 31, 1994 56,160 2,894,342
</TABLE>
-4-
<PAGE>
NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
OF PROPERTIES SOLD TO AMERAC ENERGY CORPORATION
- --------------------------------------------------------------------------------
The standardized measure of discounted future net cash flows
("standardized measure") relating to proved oil and gas reserves sold is
calculated in accordance with Statement of Financial Accounting Standards
No. 69. The standardized measure has been prepared assuming year-end
selling prices adjusted for future fixed and determinable contractual price
changes, year-end development and production costs and a 10% annual
discount rate. The reserves and the related standardized measure at
December 31, 1994 and 1993 as evaluated by Amerac petroleum engineers, were
adjusted for production during 1994 and 1993 and, in addition, the
standardized measure was also adjusted for price changes to derive reserves
and the standardized measure as of December 31, 1992. The standardized
measure is not the fair market value of the mineral interest sold and the
standardized measure presented for the proved oil and gas reserves is not
representative of their value.
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Future cash inflows $7,336,000 $9,930,000
Future production and development costs 2,596,000 3,233,000
---------- ----------
Future net cash flows undiscounted 4,740,000 6,697,000
10% annual discount for estimated timing
of cash flows 2,268,000 3,474,000
---------- ----------
STANDARDIZED MEASURE OF DISCOUNTED
FUTURE NET CASH FLOWS $2,472,000 $3,223,000
========== ==========
</TABLE>
The following are principal sources of change in the standardized
measure of discounted future net cash flows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
STANDARDIZED MEASURE OF DISCOUNTED
FUTURE NET CASH FLOWS AT BEGINNING OF
PERIOD $ 3,223,000 $ 2,705,000
Changes resulting from:
Net changes in prices (1,062,000) 205,000
Sales of oil and gas produced (11,000) 42,000
Accretion of discounts 322,000 271,000
----------- ----------
STANDARDIZED MEASURES OF DISCOUNTED
FUTURE NET CASH FLOWS AT END OF PERIOD $ 2,472,000 $ 3,223,000
=========== ===========
</TABLE>
-5-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERAC ENERGY CORPORATION
(Registrant)
By: /s/ Jeffrey L. Stevens
----------------------------
Jeffrey L. Stevens
Sr. Vice President and
Chief Financial Officer
Date: June 19, 1995
-6-
