AMERAC ENERGY CORP
10QSB, 1996-05-20
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                  FORM 10-Q SB

[ ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934


                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER 1-9933
                         -----------------------------



                           AMERAC ENERGY CORPORATION
             (Exact name of Registrant as specified in its charter)



    STATE OF DELAWARE                                   75-2181442
    (State or other incorporation)                      (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


     Indicate by check mark whether the registrant (1) has filed all reports
     required by section 13 or 15(d) of the Securities Exchange Act of 1934
     during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days. Yes   X    No 
                                                        -----     -----


     The number of shares of Common Stock, $.05 par value, outstanding on April
     30, 1996 was 24,034,153.
<PAGE>
 
                           AMERAC ENERGY CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
 
                                                                              DECEMBER 31,     MARCH 31,
                                                                                  1995           1996
                                                                             --------------  -------------
                                                                                              (Unaudited)
<S>                                                                          <C>             <C>
     A S S E T S
Current Assets
   Cash and equivalents                                                      $     144,000   $     98,000
   Receivables
      Receivable from Property Sale                                              1,005,000              -
      Trade  Receivables                                                         1,104,000      1,501,000
                                                                             -------------   ------------
   Total current assets                                                          2,253,000      1,599,000
                                                                             -------------   ------------
Property and Equipment (using successful efforts accounting)
    Oil and gas properties at cost                                              20,614,000     28,950,000
    Less accumulated depreciation, depletion
      and amortization                                                         (12,020,000)   (12,527,000)
                                                                             -------------   ------------
    Net property and equipment                                                   8,594,000     16,423,000
                                                                             -------------   ------------
Other Assets                                                                       347,000        284,000
                                                                             -------------   ------------
 
TOTAL ASSETS                                                                 $  11,194,000   $ 18,306,000
                                                                             =============   ============
 
  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                                       $     606,000   $    175,000
      Current portion of Notes Payable Banks                                             -      2,200,000
      Contract obligation                                                                -        618,000 
                                                                             -------------   ------------
      Total current liabilities                                                    606,000      2,993,000
                                                                             -------------   ------------
Long-term Liabilities
      Notes Payable Banks                                                        3,547,000      7,630,000
 Contract Obligation                                                               641,000              -
      Other long-term liabilities                                                  406,000        324,000
                                                                             -------------   ------------
    Total long-term liabilities                                                  4,594,000      7,954,000
                                                                             -------------   ------------
Commitments and contingencies (Note 7)
 
Stockholders' Equity
  Preferred stock, $1 par value
    10,000,000 shares authorized                                                         -              -
  $4.00 Senior Preferred, outstanding
  1,786,347 at March 31, 1996 and 1,786,347 at December 31, 1995                 1,786,000      1,827,000
Common Stock, $.05 par value;
        50,000,000 shares authorized; outstanding
        20,629,416 shares at December 31, 1995
        and 24,034,153  at March 31, 1996                                        1,031,000      1,202,000
Additional paid-in capital                                                     142,211,000    142,873,000
Accumulated deficit                                                           (139,034,000)  (138,543,000)
                                                                             -------------   ------------
      Total stockholders' equity                                                 5,994,000      7,359,000
                                                                             -------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $  11,194,000   $ 18,306,000
                                                                             =============   ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>
 
                           AMERAC ENERGY CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
                                  (Unaudited)

<TABLE>
<CAPTION>
 
                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                      -----------------------
                                                         1995        1996
                                                      ----------  -----------
<S>                                                   <C>         <C>
REVENUE
 Oil and gas                                          $  824,000   $2,254,000
 Other                                                    64,000       72,000
                                                      ----------   ----------
                                                         888,000    2,326,000
                                                      ----------   ----------
 
 
 
EXPENSES
  Lease operations                                       200,000      480,000
  Exploration                                              7,000        2,000
  Depreciation, depletion and amortization               275,000      515,000
  General and Administrative                             345,000      423,000
  Interest and other                                      54,000      200,000
                                                      ----------   ----------
                                                         881,000    1,620,000
                                                      ----------   ----------
 
 Income before taxes                                       7,000      706,000
 
 Provision for taxes                                           -            -
                                                      ----------   ----------
 

NET INCOME                                            $    7,000   $  706,000
                                                      ----------   ----------

  Preferred dividends                                   (194,000)    (215,000)
                                                      ----------   ----------


NET INCOME (LOSS) APPLICABLE
  TO COMMON STOCKHOLDERS                              $ (187,000)  $  491,000
                                                      ==========   ==========

NET INCOME (LOSS) PER COMMON STOCK                    $     (.01)  $      .02
                                                      ==========   ==========


Weighted average Common Stock outstanding             16,390,000   23,960,000
                                                      ==========   ==========
</TABLE> 


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
 
                           AMERAC ENERGY CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                         -----------------------
                                                            1995        1996
                                                         ----------   ----------    
<S>                                                      <C>          <C>
CASH FLOW FROM OPERATING:
 
 Net Income                                              $    7,000   $   706,000
 Adjustments needed to reconcile to net cash flows:
   Depreciation, depletion and amortization                 275,000       515,000 
 Amortization of discount                                     6,000             -
 Gain on sale of properties                                  (8,000)      (53,000)
 Stock for Directors fees                                         -        15,000
 Recognition of deferred revenue                            (37,000)      (23,000)
 Changes in current items relating to operations:
   Oil and gas receivables and other                         52,000      (398,000)
   Accounts payables                                         (7,000)     (260,000)
 Accrued and other long-term liabilities                    (69,000)     (251,000)
 Other assets                                                     -       (63,000)
                                                         ----------   -----------
 
 
NET CASH FLOW PROVIDED BY OPERATIONS                        219,000       188,000
                                                         ----------   -----------
 
CASH FLOW FROM INVESTING:
 Proceeds from sale of assets                                16,000     1,050,000
 Oil and gas expenditures and acquisitions                  (29,000)   (7,694,000)
 Option exercised                                                 -         2,000
                                                         ----------   -----------
NET CASH FLOW USED FOR INVESTING                            (13,000)   (6,642,000)
                                                         ----------   -----------
 
CASH FLOW FROM FINANCING:
 Bank borrowing, net                                              -     6,283,000
                                                         ----------   -----------
 
NET CASH FLOW USED FOR FINANCING                                  -     6,283,000
                                                         ----------   -----------
 
NET INCREASE(DECREASE)IN CASH AND EQUIVALENTS               206,000      (171,000)
 Cash and equivalents at beginning of period              3,437,000       269,000
                                                         ----------   -----------
 
CASH AND EQUIVALENTS AT END OF PERIOD                    $3,643,000   $    98,000 
                                                         ==========   ===========
 
SUPPLEMENTAL DISCLOSURE:
 Cash for interest paid during the period                $   55,000   $   200,000
                                                         ==========   ===========
 
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING:
 Paid dividends in-kind on the Senior Preferred Stock    $  194,000   $   215,000
 Paid compensation in Common Stock                       $        0   $    53,000
 Common stock issued in Fremont acquisition              $        -   $   640,000
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
 
                           AMERAC ENERGY CORPORATION
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
                       JANUARY 1, 1996 TO MARCH 31, 1996
                                  (unaudited)
<TABLE>
<CAPTION>
 
 
                                        $4.00 SENIOR                 COMMON SHARES                            
                                       PREFERRED STOCK              ($.05 PAR VALUE)      ADDITIONAL                
                              ---------------------------------  -----------------------    PAID-IN      ACCUMULATED 
                                  SHARES            AMOUNT         SHARES      AMOUNT       CAPITAL        DEFICIT         TOTAL
                              ---------------  ----------------  ----------  -----------  -----------  ---------------  ------------

<S>                           <C>              <C>               <C>         <C>          <C>          <C>              <C>
 
BALANCE-
  January 1, 1996                   1,786,347       $1,786,000   20,629,416   $1,031,000  $142,211,000  $(139,034,000)   $ 5,994,000

                              ---------------  ---------------   ----------  -----------  ------------  --------------   -----------

 
 
NET INCOME
  Fremont Acquisition                                             3,293,310      165,000       475,000                       640,000

  Stock issued for
   Director's fees                                                   71,427        4,000        11,000              -         15,000

  Option Exercised                                                   40,000        2,000                                       2,000

  $4.00 Senior Preferred
    Stock dividend                     40,166           41,000                                 176,000       (215,000)         2,000

  Net Income                                -                -            -            -                      706,000        706,000

                              ---------------  ---------------   ----------  -----------  ------------ --------------   ------------
 
BALANCE -
  March 31, 1996                    1,826,513      $ 1,827,000   24,034,153   $1,202,000  $142,873,000  $(138,543,000)  $  7,359,000
                              ===============  ===============   ==========  ===========  ============ ==============   ============
 
</TABLE> 


               (See the accompanying notes to these statements.)

                                       5
<PAGE>
 
                           AMERAC ENERGY CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)



     1.   ORGANIZATION AND NATURE OF BUSINESS

               Amerac Energy Corporation, ("Amerac" or the "Company") was formed
     in 1969 and is headquartered in Houston, Texas.  The Company is engaged in
     the acquisition, development and enhancement of oil and gas properties in
     the United States.

     2.   SUMMARY OF SIGNIFICATION ACCOUNTING POLICIES

               The results of operations for the interim periods shown in this
     report are not necessarily indicative of results to be expected for the
     year.  In the opinion of management, the accompanying unaudited financial
     statements contain all adjustments necessary to present fairly the
     financial position as of March 31, 1996, and the results of operations for
     the three months ended March 31, 1995 and 1996, and cash flow for the three
     months ended March 31, 1995 and 1996.  These financial statements and the
     notes thereto should be read in conjunction with the Company's annual
     report on Form 10-K for the year ended December 31, 1995.

               Net income (loss) per 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 determining the net income
     (loss) attributable per share, the Company decreased income by the
     preferred stock dividend and accretion discount. The stock options and
     convertible debts are either not material or are anti-dilutive and were not
     included in the average shares outstanding during the periods presented.

               Since 1991, the Company has  accounted for its investment in
     Petroleum Financial Inc. ("PFI") (in which it owns a 26% interest) on the
     cost method of accounting.  PFI performs accounting, tax, administrative,
     computer operations and shareholder relations activities for Amerac. In
     July 1995, the Company's interest in PFI increased from 15% to 26%; thus,
     commencing in 1996, the Company began accounting for its investment in PFI
     on the equity method of accounting.

     3.   INDEBTEDNESS

               On May 12, 1995, the Company entered into a $15 million revolving
     line of credit agreement with BankOne, Texas National Association ("Bank
     Credit Agreement").  The Bank Credit Agreement is a two-year facility with
     interest due monthly and principal due at May 31, 1997.  The Bank Credit
     Agreement is secured by all of the Company's oil and gas properties, and
     contains various restrictive covenants which may, if not met, cause the
     company to be in default or reduce its access to additional borrowings.  At
     March 31, 1996, $9,547,000 was outstanding under the Bank Credit Agreement,
     accruing interest at the BankOne Texas Base Rate plus three quarter percent
     (9.25%) at March  31, 1996).

               In conjunction with a January 1996 acquisition of Fremont Energy
     Corporation (the "Fremont Acquisition"), the Bank Credit Agreement was
     amended on January 16, 1996, to, among other things, increase the borrowing
     base to $10.6 million and a mandatory reduction of $185,000 each month,
     commencing February 1, 1996.  At May 10, 1996, the Company had $9.7 million
     outstanding under the Bank Credit Agreement. See Note 5.

                                       6
<PAGE>
 
     4.   SHAREHOLDER'S EQUITY

          COMMON STOCK
 
          On March 19, the Company filed its 1996 proxy statement which includes
     two significant issues to be votes on by the stockholders. The first item
     relates to a proposal to convert Preferred Stock to Common Stock and is
     discussed in detail in the following section related to Preferred Stock.
     The second item included in the proxy statement is a proposal to increase
     the number of authorized shares from 50 million to 100 million.  As the
     Company continues its acquisition efforts, shares of the Company's Common
     Stock may be used to enhance the Company's ability to make acquisitions and
     reduce risk from over-leveraging with debt.  The Company, for example,
     successfully used equity in the Fremont acquisition.  Assuming the
     successful conversion of the Senior Preferred, the Company will have,
     issued and outstanding, 40.5 million shares of Common Stock.

          PREFERRED STOCK

          The Senior Preferred provides, among other things, that the Company
     has the option to pay the quarterly dividends, which commenced January
     1,1995, for the first two years in either cash or additional shares of
     Senior Preferred.  The Company currently plans to pay these dividends in
     shares of Senior Preferred for the remainder of 1996.  The Company issued
     40,166 shares of Senior Preferred for the first quarter of 1996. Beginning
     January 1, 1997, the Company has, under certain conditions, the option to
     pay the dividends in cash or Common Stock.  The annual dividend rate
     increases from $.36 per share to $.60 at January 1, 2000.  The Company has
     the option of redeeming the Senior Preferred at face value at anytime.  If
     the Company fails to pay a quarterly dividend on the Senior Preferred, then
     the holders of the Senior Preferred have the right to elect 80% of the
     Board of Directors. 
 
           The first item included in the proxy statement is an amendment to the
     Certificate of Designations of the Company's outstanding preferred stock.
     This amendment provides for the conversion of each outstanding share of the
     Senior Preferred into nine (9) shares of Common Stock.  The Board of
     Directors determined that it would be in the Company's best interest to
     eliminate the Senior Preferred for the following reasons: (i) commencing in
     1997, the Company will have to start paying dividends on the Senior
     Preferred in cash except in certain circumstances, which diminishes cash
     available for acquisitions, (ii) if the Company misses a dividend payment,
     the holders of the Senior Preferred will have the right to elect 80% of the
     Company's Board of Directors, (iii) the terms of the Senior Preferred
     prohibit the Company from issuing any new preferred stock that is either
     pari-passu or senior to it, (iv) conversion of the Senior Preferred into
     Common Stock will increase the Common Stock float in the market and (v)
     eliminate the liquidating value of the Senior Preferred.

     5.   ACQUISITION AND DIVESTITURE OF ASSETS

          In May 1996, the Company signed an agreement of its intent to
     acquire an interest in 12 wells in the Texas Gardens Field located in
     Hidalgo County, Texas for $1.9 million. Working interests vary from 100% to
     50.0387% with revenue interest varying from 70.3281% to 33.8581%. The
     Company estimates net reserves attributable to the acquired interest to be
     4.4 billion cubic feet equivalent. The Texas Gardens field is located in
     the prolific Vicksburg Trend of the Texas Gulf Coast region and produces
     from multiple sands. The Company plans a 3D seismic survey to locate
     additional undrilled fault blocks.

                                       7
<PAGE>
 
          In January 1996, the Company acquired the Common Stock of Fremont
     Energy Corporation ("Fremont"), an Oklahoma-based oil and gas company, for
     $7 million paid in cash and 3.3 million shares of Common Stock of the
     Company.  Fremont has 131 wells located predominately in central Oklahoma
     and Kansas concentrated in three major fields.  Fremont's estimated net
     proved reserves at December 31, 1995, totaled approximately 13.4 billion
     cubic feet equivalent.

          Also in January 1996, the Company announced the execution of an
     agreement with American Trading and Production Corporation ("Atapco") for
     the evaluation and development of the Company's 22,000 acre Sacatosa
     project.  Over 35 million barrels of oil has been produced from the
     adjacent Sacatosa field, a shallow waterflood project.  Atapco has acquired
     50% of Amerac's interest in the acreage and has assumed operations.

          These acquisitions will be accounted for under the purchase method and
     results of operations related to these properties will be consolidated
     beginning on the date the acquisition was effected.

          The pro forma affect of the Fremont acquisition would not have had a
     material impact on the results of operations for the three months ended
     March 31, 1996. The pro forma impact of the Fremont acquisition, the 1995
     Cosden acquisition, and the December 1995 sale of N.W. Arapahoe, assuming
     the transactions had occurred at January 1, 1995, would have been as
     follows for the three months ended March 31, 1995:

<TABLE> 
<CAPTION> 
                                                March 31, 1995
                                                --------------
<S>                                             <C> 
     Revenues                                     $ 1,337,000
     Net Loss                                     $   (33,000)
     Net Loss per share                           $      (.01)
</TABLE> 

                                       8
<PAGE>
 
     6.   DEVELOPMENT ACTIVITIES

     In 1996, the Company has completed three wells as a result of its 1996
     development program. The Company has budgeted $4.7 million for additional
     exploitation activities for the remainder of 1996. The development wells
     recently completed were in the North Blackwell, Truby and Myrtle B Field
     and initially tested at a combined total of 248 barrels of oil per day
     ("BOPD"). These wells represent the initial phase of the Company's
     continuing strategy of enhancing its acquisitions through exploitation.

     In the North Blackwell Field, the Company completed the Whiteaker #6 well
     in the Ellenburger zone.  This well was drilled as a result of the
     Company's 3D seismic study and establishes additional development drilling
     sites. The well tested at 153 BOPD.  The Company has budgeted seven
     additional wells to be drilled in 1996 in this field.

     In the Truby Field, the Reeves #3 well was completed in the Strawn zone.
     The well tested at 55 BOPD.  The Company has budgeted  four additional
     wells in this field in 1996.

     In the Myrtle B Field, the Leland #2 well was completed in the Cherry
     Canyon zone.  The well tested at 40 BOPD. The Company has budgeted three
     additional wells in this field in 1996.

     7.   CONTINGENCIES

          The Shurley Ranch Properties were the subject of litigation related to
     the proper settlement of take-or-pay monies received by the Company from El
     Paso Natural Gas Company (El Paso). The lower courts ruled in favor of the
     Company, but this decision was appealed by El Paso to the Texas Supreme
     Court. The Texas Supreme Court denied the appeal on December 9, 1993;
     however, El Paso had 30 days to request a rehearing on the issue, which
     they did not do. Therefore, on January 8, 1994, the aforementioned
     litigation was finalized. The Company is obligated under the settlement
     agreement to allow El Paso to recover the prepayment by delivering 65% of
     the monthly gas production volumes at an imputed price of $3.25 per MMBTU
     through February 1997. Beginning in March 1997, the company has the option
     of 1) continuing to deliver gas until it is unable to meet the minimum
     delivery requirement or 2) pay the remaining unrecovered balance, not to
     exceed $360,000. Due to the uncertainty of El Paso's gas requirements, the
     Company has reviewed, in conjunction with the annual year end reserve
     analysis prepared by an independent petroleum engineering firm, the current
     economic reserve life and production capabilities of the properties to
     determine their ability to deliver the volumes necessary to satisfy the
     remaining prepayment. The Company believes that its current contract
     obligation of $618,000 is sufficient to cover any remaining obligation
     under the settlement agreement at March 31, 1996.

               The Company is subject to various contingencies which arise
     primarily from interpretation of federal and state laws, and regulations
     affecting the oil and gas industry.  Such contingencies include differing
     interpretations as to the prices at which oil and gas sales may be made,
     the prices at which royalty owners may be paid for production from their
     leases and other matters.  Although management believes it has complied
     with the various laws and regulations, administrative rulings and
     interpretations thereof, adjustment could be required as new
     interpretations and regulations are issued.  In addition, production rates,
     marketing and environmental matters are subject to regulation by various
     federal and state agencies.

                                       9
<PAGE>
 
                           AMERAC ENERGY CORPORATION

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     FUTURE STRATEGY

               With consummation of the Exchange Offer and if the conversion of
     the Senior Preferred takes place, the Company expects to be in a better
     position to raise new capital.  The Company plans to concentrate initially
     on acquisitions where a substantial portion of the value is in proved
     developed producing reserves which are currently generating cash flow.
     Management is relatively impartial as to the acquisition of gas versus oil.
     Although management would prefer operatorship of the properties, they do
     not intend to pass up any opportunities for that reason.  At this point,
     the Company has not restricted itself to seeking acquisitions in specific
     geographical regions.

               Along with the acquisition of properties, the Company will look
     for ways to exploit existing and acquired reserves by increasing production
     rates, accelerating reserve recoveries and, improving and extending the
     economic viability of the properties.  Exploitation activities may include
     workovers, recompletions, new stimulation technology, development drilling,
     horizontal drilling, pressure maintenance projects, and other methods of
     enhanced recovery.

               While the Company is actively pursuing these avenues, there can
     be no assurance that it will have successful results in its acquisition,
     exploitation and exploration efforts.  There is  a tremendous amount of
     competition in the industry and the prices paid for in-place reserves make
     it difficult to achieve attractive rates of return.

     Results of Operations
     ---------------------

     THREE MONTHS ENDED MARCH 31, 1995 COMPARED WITH THREE MONTHS ENDED MARCH
     31, 1996

               Oil and gas revenues increased from $824 thousand in the first
     three months of 1995 to $2.3 million during the comparable period in 1996
     as a result of an increase in oil and gas production and prices. Gas
     production increased for the three months increased from approximately 2.97
     Mmcf per day in the first three months of 1995 to approximately 6.5 Mmcf
     per day for the comparable  period in 1996, primarily as a result of the
     acquisitions.  Oil production increased for the three months increased from
     approximately 179 barrels per day in the first three months of 1995 to
     approximately 427 barrels per day for the comparable period in 1996,
     primarily as a result of the acquisitions.  The average prices received for
     production increased for oil from $15.09 per Bbl during the first three
     months of 1995 to $17.73 per Bbl during the comparable period in 1996 and
     gas prices increased from an average of $1.38 per Mcf for the first three
     months of 1995 production to an average of $2.43 per Mcf for the first
     three months of 1996 production.

               Lease operating expenses increased from $200 thousand in the
     first three months of 1995 to $480 thousand for the comparable period in
     1996.  Operating expenses increased as a result of the additional wells
     added through the acquisitions.  Depreciation and amortization expense also
     increased from $275 thousand during the first three months of 1995 to $515
     thousand for the comparable period in 1996 as a result of an increase in
     production and a decline in gas reserve from its offshore properties.

               Administrative expenses increased  from$345 thousand for the
     first three months of 1995 to $423 thousand for the comparable period in
     1996 primarily as a result of the increase in the operated wells.

                                       10
<PAGE>
 
               Interest expense increased from $54 thousand in the first three
     months of 1995 to $200 thousand for the comparable period in 1996 as a
     result of the incurrance of additional bank indebtedness to fund the
     acquisitions and development drilling.

     LIQUIDITY AND CAPITAL RESOURCES

               The Company has improved its overall financial condition in the
     last three years through restructuring its equity and its financing
     capabilities with its bank.  The Company however, must continually seek
     additional sources of financing in order to support its acquisition
     activities.  The Company, as a result of its 1995 and 1996 acquisition
     activities, has improved the overall reserve-to-production ratio of its
     properties from 5.7 years to 6.7 years.  The Company financed these
     acquisitions, including the Fremont Acquisition, through the use of working
     capital, bank borrowings and equity.  The Company intends to finance the
     acquisition of Texas Gardens with bank borrowings.  The Company intends to
     continue this process to add stockholder value.  The Company's planned
     capital expenditure for development and exploration in 1996 is
     approximately $5.5 million.  The Company currently plans to utilize
     internally generated cash flows and bank financing to support this activity
     together with other types of financing, which may be more expensive, such
     as mezzanine, production payments and additional equity financing.
     However, there is no assurance that the Company will be successful in
     obtaining such additional financing.  At this date, the Company has
     essentially fully utilized its bank financing capabilities and, therefore,
     future bank borrowings will be limited by its additions to its borrowing
     base.

               To provide additional capital for the Company to utilize in its
     acquisition and exploitation program, the Company may seek to sell
     additional equity.  The market for the Company's equity is competitive and,
     due to the size of the Company, the results of any such offering may not be
     successful.  Without such additional capital, the growth rate of the
     Company may be restricted.  Also, the sale of additional equity and the
     utilization of equity in acquisitions may further limit the Company's
     utilization of its tax net operating loss carryforward.

     NEW ACCOUNTING STANDARDS           

               In March 1995, the FASB issued SFAS No. 121, "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
     Of" ("SFAS 121"), which is effective for fiscal years beginning after
     December 15, 1995. Effective January 1, 1996, the Company adopted SFAS 121
     which requires that long-lived assets (i.e., property, plant and equipment)
     held and used by an entity be reviewed for impairment whenever events or
     changes in circumstances indicate that the net book value of the asset may
     not be recoverable. The Company did not have a material impact upon
     adoption of SFAS 121 in the first quarter of 1996.

                                       11
<PAGE>
 
                          PART II.  OTHER INFORMATION
                          ---------------------------

     ITEM 1.   LEGAL PROCEEDINGS
     ---------------------------

          See Note 6 - The Consolidated Financial Statements.


     ITEM 6.   REPORTS ON FORM 8-K DURING THE FIRST QUARTER OF 1996
     -------------------------------------------------------------

          Form 8K filed on March 31, 1996 with respect to the acquisition of
     Fremont Energy Corporation.

                                       12
<PAGE>
 
                                   SIGNATURE
                                   ---------


          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:  /s/ JEFFREY L. STEVENS
                                            -----------------------------
                                                   Jeffrey L. Stevens
                                            Senior Vice President and Chief
                                                   Financial Officer



     Date:    May 20, 1996

                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10-QSB AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          98,000
<SECURITIES>                                         0
<RECEIVABLES>                                1,501,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,599,000
<PP&E>                                      29,234,000
<DEPRECIATION>                              12,527,000
<TOTAL-ASSETS>                              18,306,000
<CURRENT-LIABILITIES>                        2,993,000
<BONDS>                                      7,954,000
                                0
                                  1,827,000
<COMMON>                                     1,202,000
<OTHER-SE>                                   4,330,000
<TOTAL-LIABILITY-AND-EQUITY>                18,306,000
<SALES>                                      2,254,000
<TOTAL-REVENUES>                             2,326,000
<CGS>                                          997,000
<TOTAL-COSTS>                                  997,000
<OTHER-EXPENSES>                               423,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             200,000
<INCOME-PRETAX>                                706,000
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            706,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   706,000
<EPS-PRIMARY>                                     .020
<EPS-DILUTED>                                     .020
        

</TABLE>


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