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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) December 3, 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
(Commission File Number) (I.R.S. Employer Identification No.)
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1201 Louisiana, Suite 3350; Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (817) 339-1010
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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 5. Other Events
(a) Private Sale of Common Stock
(b) One for fifteen reverse Common Stock split
Item 7. Financial Statements and Exhibits
(a) Pro Forma Financial Information
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AMERAC ENERGY CORPORATION
Private sale of Common Stock and reverse stock split
(a) On November 18, 1996, the Company completed a private sale of approximately
15.6 million shares of Common Stock at a price of $.32 per share. The private
sale also included Warrants to purchase approximately 1.56 million additional
shares of Common Stock. Each purchaser received one Warrant for every ten shares
of Common Stock purchased. The Warrant allows the holder to purchase one
additional share of Common Stock at $.384 per share at any time on or before
November 18, 1999. As a result of this financing and prior to the reverse stock
split discussed below, Common Stock issued and outstanding totaled approximately
58.2 million shares.
(b) On November 20, 1996 the Shareholders approved a one for fifteen reverse
stock split. The number of shares outstanding is approximately 3.9 million
shares after the reverse split and the sale of Common Stock discussed above.
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AMERAC ENERGY CORPORATION
Pro Forma Condensed Consolidated Financial Information
(Unaudited)
The following unaudited pro forma condensed consolidated financial information
combines the historical information of the Registrant ("Amerac"), as reflected
in the September 30, 1996, Form 10-Q SB together with the related pro forma
adjustments for Common Stock sold in a private placement and the one for fifteen
reverse stock split. The estimates and assumptions are explained in further
detail in the accompanying notes. The unaudited pro forma balance sheet as of
September 30, 1996 reflects the transactions as if they had occurred on the last
day of the period. The unaudited pro forma statements of operations ended
September 30, 1996 and for the year ended December 31, 1995 reflect the
consolidated operations of Amerac as if these transactions occurred on January
1, 1995.
The unaudited pro forma condensed consolidated balance sheet and condensed
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 unaudited 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 presented.
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AMERAC ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1996
<TABLE>
<CAPTION>
Amerac
Historical Adjustments Pro Forma
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(Note 2)
<S> <C> <C> <C>
A S S E T S
Current Assets
Cash and cash equivalents $ 100,000 $ --- $ 100,000
Trade Receivables 2,035,000 --- 2,035,000
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Total Current Assets 2,135,000 --- 2,135,000
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Oil and gas properties 20,387,000 --- 20,387,000
Other Assets 583,000 (36,000) 547,000
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Total Assets $ 23,105,000 $ (36,000) $ 23,069,000
============= =========== =============
L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y
Current Liabilities
Accrued liabilities and payables $ 1,038,000 $ --- $ 1,038,000
Current portion of Notes Payable Banks 3,849,000 (3,849,000) ---
------------- ----------- -------------
Total Current Liabilities 4,887,000 (3,849,000) 1,038,000
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Long-term Liabilities
Notes Payable Banks 8,650,000 (856,000) 7,794,000
Contract Obligation 174,000 --- 174,000
Other long-term liabilities 323,000 --- 323,000
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Total Long-Term Liabilities 9,147,000 (856,000) 8,291,000
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Stockholders' Equity
Common Stock 2,126,000 (1,932,000) 194,000
Additional paid-in capital 144,507,000 6,601,000 151,108,000
Accumulated deficit (137,562,000) --- (137,562,000)
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Stockholders' Equity 9,071,000 4,669,000 13,740,000
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Total Liabilities and Stockholders' Equity $ 23,105,000 $ (36,000) $ 23,069,000
============= =========== =============
</TABLE>
The accompanying notes are an integral part of the pro forma condensed
consolidated financial information.
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AMERAC ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1996
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Amerac
9/30/96 Acquired
Historical Properties Adjustments Pro Forma
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<S> <C> <C> <C> <C>
Revenues (Note 3(a)) (Note 3(b)) (Note 3(c))
Oil, gas and related
product sales $7,432,000 $277,000 $ --- $7,709,000
Other operating income 42,000 --- --- 42,000
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Total Revenues 7,474,000 277,000 --- 7,751,000
---------- -------- ---------- ----------
Expenses
Lease operations 1,577,000 111,000 --- 1,688,000
Exploration expenses,
including dry hole costs
and impairments 29,000 --- --- 29,000
Depreciation and amortization 1,693,000 98,000 --- 1,791,000
Administrative 1,749,000 --- --- 1,749,000
(Gain) loss on sale of
properties and other (124,000) --- --- (124,000)
Interest 662,000 --- (317,000) 345,000
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Total Expense 5,586,000 209,000 (317,000) 5,478,000
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Income (loss) before tax 1,888,000 68,000 317,000 2,273,000
Provision for federal
income tax (5,000) --- --- (5,000)
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Net income (loss) 1,883,000 68,000 317,000 2,268,000
Preferred dividends (411,000) --- 411,000 ---
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Net Income applicable to
common shareholders $1,472,000 $ 68,000 $ 728,000 $2,268,000
========== ======== ========== ==========
Net income
per common share (Note 4) $ .72 $ --- --- .60
========== ======== ========== ==========
Average common shares
outstanding (Note 4) 2,031,000 $ --- 1,779,000 3,810,000
========== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of the pro forma condensed
consolidated financial information.
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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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Amerac
12/31/95
Pro Forma Adjustments Pro Forma
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<S> <C> <C> <C>
Revenues (Note 3(d)) (Note 3(c))
Oil, gas and related
product sales $ 6,758,000 --- $6,758,000
Other operating income --- --- ---
Gain on sale of assets 118,000 --- 118,000
Interest income 74,000 --- 74,000
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Total Revenues 6,950,000 --- 6,950,000
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Expenses
Lease operations 2,126,000 --- 2,126,000
Exploration expenses,
including dry hole costs
and impairments 246,000 --- 246,000
Depreciation and amortization 2,464,000 --- 2,464,000
General and administrative 2,067,000 --- 2,067,000
Interest 1,193,000 (423,000) 770,000
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Total Expenses 8,096,000 (423,000) 7,673,000
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Income (loss) before tax (1,146,000) 423,000 (723,000)
Provision for federal
income tax --- --- ---
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Net Income (loss) $(1,146,000) $ 423,000 $ (723,000)
Dividends --- --- ---
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Net income (loss) applicable
to common shareholders $(1,146,000) $ 423,000 $ (723,000)
=========== ========== ==========
Income (loss)
per common share (Note 4) $(.42) $(.19)
=========== ==========
Average common shares
outstanding (Note 4) 2,719,000 1,042,000 3,761,000
=========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the pro forma consolidated
condensed financial information.
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AMERAC ENERGY CORPORATION
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
1. Transactions
(a) On November 18, 1996, the Company completed a private sale of
approximately 15.6 million shares of Common Stock at a price of $.32 per
share. On an after reverse stock split basis the sale was for 1.04 million
shares at a price of $4.80 per share. The private sale also included Warrants
to purchase approximately 1.56 million additional shares of Common Stock.
Each purchaser received one Warrant for every ten shares of Common Stock
purchased. The Warrant allows the holder to purchase one additional share of
Common Stock at $.384 per share at any time on or before November 18, 1999.
On an after reverse stock split basis there were approximately 104,000
Warrants issued with an exercise price of $5.76. As a result of this
financing and prior to the reverse stock split discussed below, Common Stock
issued and outstanding totaled approximately 58.2 million shares.
(b) On November 20, 1996 the Shareholders approved a one for fifteen reverse
stock split and reduced the number of authorized shares to 20 million. The
number of shares of Common Stock issued and outstanding after the reverse
split is approximately 3.9 million shares.
2. Pro Forma Balance Sheet Adjustments
The accompanying unaudited pro forma condensed consolidated balance sheet
reflects the transaction as of September 30, 1996 and includes the following
adjustments.
(a) The net proceeds from the sale of Common Stock, approximately $4.7
million less offering costs of $302,000, were used to pay off the Bridge
Loan ($849,000) and to reduce the notes payable ($3,856,000).
(b) Other assets decreased $36,000 to reflect the immediate recognition of
unamortized Bridge Loan fees.
(c) The reduction in the Common Stock reflects the new number of common
shares outstanding, 3.9 million at $.05 par value.
(d) The increase in paid in capital includes capital from the sale of Common
Stock, the adjustment of the par value of Common Stock due to the reverse
stock split, less transaction costs.
3. Pro Forma Statement of Operation Adjustments
(a) The "Amerac 9/30/96 Historical" in the September 30, 1996 Pro Forma
Condensed Consolidated Statement of Operations represents the Operating
Results reported in Amerac's September 30, 1996 10Q SB with the net
income per common share and average common shares outstanding adjusted
for the reverse stock split and the sale of additional shares.
(b) The information reflected as "Acquired Properties" herewith pertains only
to the direct operating results from the producing properties acquired in
the Texan Gardens Field for the nine months ended September 30, 1996 and
are consistent with the "Adjustments" amounts presented in Amerac's
October 31, 1996, Form 8K filing, as amended.
(c) The Adjustments presented reflect estimated changes in General and
Administrative and a reduction in interest expense due to the reduction
of notes payable to banks from the proceeds of the Common Stock sale.
(d) The "Amerac 12/31/95 Pro Forma" in the December 31, 1995 Pro Forma
Condensed Consolidated Statement of Operations represents the Pro Forma
results reflected in the October 31, 1996 8K as restated and includes the
historical results of operations of Amerac for the year ended December
31, 1995, and the results of operations associated with the January 1996
Fremont Energy Company acquisition as if this acquisition had been
effective at the beginning of the period as well as certain immaterial
acquisitions completed in 1995. The impact of the Common Stock sale and
reverse stock split are presented as if the transactions occurred on the
first day of the reporting period. The gain on sale of the Northwest
Arapaho Unit of $732,000 has been eliminated from the 1995 Pro Forma
Condensed Consolidated Statement of Operations as well as the revenue and
expense associated with this property that was sold in December 1995.
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AMERAC ENERGY CORPORATION
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
4. Earnings Per Share
(a) 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 after the one for
fifteen reverse stock split and the sale of additional shares.
(b) The weighted average number of shares of Common Stock outstanding
reflects the conversion of the $4.00 Senior Preferred Stock that was
approved in an Annual Stockholder meeting held on July 11, 1996. One
share of $4.00 Senior Preferred Stock was converted to nine (9) shares of
Common Stock. Common Stock issued to complete the conversion totaled 16.8
million shares.
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SIGNATURE
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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 thereunto duly authorized.
AMERAC ENERGY CORPORATION
(Registrant)
By:_______________________________________
Jeffrey L. Stevens
Sr. Vice President and
Chief Financial Officer
Date: December 3, 1996
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