<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 14, 1996
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AMERAC ENERGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9933 75-2181442
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(Commission File Number) (I.R.S. Employer Identification No.)
700 Louisiana, Suite 3330; Houston, Texas 77002
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 223-1833
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Amerac Energy Corporation, effective December 1, 1995, sold its interest in the
Northwest Arapahoe Field for $1.0 million cash. At the time of the sale, the
field contained 27 wells. The purchaser is the current operator of the unit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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AMERAC ENERGY CORPORATION
Pro Forma Condensed Consolidated Financial Information
(Unaudited)
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet and
Condensed Consolidated Statement of Operations, as of and for the year ended
December 31, 1995, reflect the historical information of Amerac, the properties
acquired from Fremont Energy Corporation ("Fremont") on January 15, 1996
("Acquired Properties"), other acquisitions made by the Company during 1995, the
Preferred Amendment to exchange Senior Preferred for Common Stock in the Company
("Preferred Amendment"), and the sale of the Northwest Arapahoe Field
("Arapahoe"), effective December 1, 1995. The Condensed Consolidated Pro Forma
Statement of Operations for the year ended December 31, 1995 reflect the
consolidated operations of Amerac, Acquired Properties, other oil and gas
properties acquired during 1995, the sale of Arapahoe, and the Preferred
Amendment as if the transactions were consummated on January 1, 1995. The
Unaudited Pro Forma Condensed Consolidated Balance Sheet reflects the
transactions as if they had occurred on December 31, 1995.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet and Pro Forma
Condensed Consolidated Statement of Operations are provided for comparative
purposes only and should be read in conjunction with the historical consolidated
financial statements of the Registrant included in the 1995 Annual Report on
Form 10-K and the historical statements of revenues and direct operating
expenses of the Acquired Properties and the related notes thereto included as an
exhibit to the 1995 Annual Report on Form 10-K. 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 the period.
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AMERAC ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1995
<TABLE>
<CAPTION>
Adjustments
------------------------------------------------------------------------
Senior Acquired Preferred
Amerac Properties Conversion Arapahoe
Historical (Note 2) (Note 2) (Note 2) Pro Forma
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<S> <C> <C> <C> <C> <C>
Assets
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Current assets
Cash and equivalents $ 144,000 $ (139,000) $ - $ - $ 5,000
Accounts receivable 2,109,000 16,000 - (1,005,000) 1,120,000
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Total current assets 2,253,000 (123,000) - (1,005,000) 1,125,000
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Oil and gas properties net (successful
efforts method) 8,594,000 7,761,000 - - 16,355,000
Other assets 347,000 - - - 347,000
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$ 11,194,000 $7,638,000 $ - $(1,005,000) $ 17,827,000
============= ========== =========== =========== =============
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities
Accounts payable and
accrued liabilities $ 606,000 $ 130,000 $ - $ - $ 736,000
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Long-term debt, banks 3,547,000 6,868,000 - (1,005,000) 9,410,000
Other long-term liabilities 1,047,000 - - - 1,047,000
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Total long-term 4,594,000 6,868,000 - (1,005,000) 10,457,000
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Shareholders' equity
Senior preferred 1,786,000 - (1,786,000) - -
Common stock 1,031,000 165,000 804,000 - 2,000,000
Additional paid-in capital 142,211,000 475,000 982,000 - 143,668,000
Accumulated deficit (139,034,000) - - - (139,034,000)
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Total shareholders' equity 5,994,000 640,000 $ - - 6,634,000
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$ 11,194,000 $7,638,000 $ - $(1,005,000) $ 17,827,000
============= ========== =========== =========== =============
</TABLE>
(The accompanying notes are an integral part of this Unaudited Pro Forma
Condensed Consolidated Balance Sheet.)
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AMERAC ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31, 1995
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Previous
Acquired
Amerac Acquired Properties Arapahoe Adjustments
Historical Properties (Note 3) (Note 3) (Note 3) Pro Forma
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<S> <C> <C> <C> <C> <C> <C>
REVENUES
Oil, gas and related product sales $4,328,000 $ 2,034,000 $ 546,000 $ (784,000) $ - $ 6,124,000
Gain on sales of assets 850,000 - - (732,000) - 118,000
Interest income 74,000 - - - - 74,000
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Total revenues 5,252,000 2,034,000 546,000 (1,516,000) - 6,316,000
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EXPENSES
Lease operations 1,108,000 731,000 88,000 (181,000) - 1,746,000
Explorations expenses, including
dry hole costs and impairments 246,000 - - - - 246,000
Depreciation, depletion
and amortization 1,686,000 - - (77,000) 686,000 2,295,000
Administrative 1,767,000 - - - - 1,767,000
Interest 237,000 - - (62,000) 772,000 947,000
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Total Expenses 5,044,000 731,000 88,000 (320,000) 1,458,000 7,001,000
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Income before tax 208,000 1,303,000 458,000 (1,196,000) (1,458,000) (685,000)
Provision for federal income tax - - - - - -
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INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM $ 208,000 $ 1,303,000 $ 458,000 $(1,196,000) $(1,458,000) $ (685,000)
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Preferred Stock Dividend (807,000) - - - 807,000 -
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NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM APPLICABLE
TO COMMON SHAREHOLDERS $ (599,000) $ 1,303,000 $ 458,000 $(1,196,000) $ (651,000) $ (685,000)
========== =========== ========== =========== =========== ===========
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM PER
COMMON SHARE $ (0.03) $ (.02)
========== ===========
AVERAGE COMMON SHARES
OUTSTANDING 19,594,000 3,300,000 16,439,000 39,333,000
=========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this Unaudited Pro Forma
Condensed Consolidated Statement of Operations.
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AMERAC ENERGY CORPORATION
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1995
and
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 1995
1. TRANSACTIONS
In January 1996, the Company acquired the common stock of Fremont, an
Oklahoma-based oil and gas company, for $7.0 million in cash and 3.3 million
shares of the Company's Common Stock. Prior to the close of the transaction,
certain assets and liabilities of Fremont were transferred to a new corporation
not acquired by the Company. The only remaining assets in Fremont were the oil
and gas properties ("Acquired Properties") and certain insignificant receivables
and payables related to the Acquired Properties.
Other acquisitions include the October 1995 purchase of the Truby Field,
located in Jones County, Texas, the May 1995 purchase of the Myrtle "B" Field in
Loving County, Texas, and the April 1995 purchase of the Cosden Field in Bee
County, Texas for a total cash consideration of $4.3 million.
In December 1995, the Company sold its working interest in 27 wells in the
Arapahoe for $1 million cash.
The Company has submitted to the shareholders for approval a proposal to amend
the terms of the Senior Preferred by providing for the elimination of this class
and the conversion into nine shares of Common Stock for each share of Senior
Preferred (the "Preferred Amendment").
2. PRO FORMA BALANCE SHEET ADJUSTMENTS
The accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheet
reflects the Company's balance sheet as if the transactions had been effective
December 31, 1995. The following adjustments are included:
(a) The cash portion of the purchase price is funded through bank borrowing
to the limit of the available credit with the balance paid in current cash.
(b) The Common Stock portion of the transaction was calculated using a
stock price of $.19/share on 3.3 million shares issued before the acquisition
and split between Common Stock and additional paid in capital for the excess
over par value.
(c) Minor receivables and payables assumed are reflected on the
statements. In addition accrued acquisition costs were included in accounts
payable and accrued liabilities.
(d) Total purchase price of $7.6 million reflects allocation of the
purchase price to the proved producing properties.
(e) The effect of the Preferred Amendment offer is included in the equity
section.
(f) The cash received from the sale of Arapahoe was used to reduce long-
term borrowings.
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3. PRO FORMA STATEMENT OF OPERATIONS ADJUSTMENTS
The accompanying Unaudited Condensed Consolidated Pro Forma Statement of
Operations reflect the following adjustments for the Acquired Properties, for
other properties acquired in 1995, for the elimination of Senior Preferred
dividends as a result of the Preferred Amendment, and for the sale of Arapahoe:
(a) 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 and increased production therefrom.
(b) No additional general and administrative expense is expected as
management believes it can absorb these operations without additional
personnel.
(c) As the Company has a large deferred tax benefit (primarily relating to
net operating losses), which is fully reserved, no income tax provision is
necessary.
(d) Interest expense was calculated based upon the interest rate that would
be payable under the BankOne Credit Agreement as if it were used to finance
the acquisitions.
(e) The operating results for the Arapahoe properties was eliminated from
the Statement of Operations.
(f) Interest expense for 1995 was reduced by $62,000 to reflect the use of
the proceeds from the sale of Arapahoe to reduce long-term bank borrowing,
which were outstanding since May12, 1995.
(g) The gain on sale of Arapahoe was eliminated.
(h) Senior Preferred dividends of $807,000 were eliminated as a result of the
Preferred Amendment.
4. 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 which includes the 3.3 million shares issued
in connection with the Fremont acquisition and the 16.4 million shares
anticipated to be issued in connection with the Preferred Amendment. The stock
options were anti-dilutive and were not included in the calculation of income or
losses per common share.
5. OIL AND GAS RESERVE INFORMATION
The proved reserves relating to the Acquired Properties would have represented
approximately 51% of Amerac's total proved reserves as of December 31, 1995
which, after including the Acquired Properties, would have been approximately
4.4 million barrels of oil equivalent ("BOE") in 1995. At the time of the sale,
the Arapahoe reserves (.125 million BOE) represented approximately 5.5% of
Amerac's total proved reserves. 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.
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