<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report - December 15, 1994
UNIT CORPORATION
Commission file number 1-9260
A Delaware Corporation IRS Employer No. 73-1283193
1000 Kensington Tower I
7130 South Lewis
Tulsa, Oklahoma 74136
Telephone Number (918) 493-7700
AMENDMENT N0. 1
The undersigned hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K
dated December 15, 1994, as set forth in the pages attached hereto:
Item 7. Financial Statements and Exhibits
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FORM 8-K
UNIT CORPORATION
TABLE OF CONTENTS
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements of Properties Acquired
Set forth below are the financial statements appearing in
this report:
Page in
Patrick Properties This Report
------------------ ----------
Report of Independent Accountants. . . . . . . . . . F-1
Schedule of Gross Revenues and Direct Lease
Operating Expenses of the Patrick Properties
for the Year Ended December 31, 1993 and
the Nine Months Ended
September 30, 1994 (unaudited). . . . . . . . . F-2
Notes to the Schedule of Gross Revenue and Direct
Lease Operating Expenses. . . . . . . . . . . . F-3
(b) Pro Forma Financial Information
Set forth below is the pro forma financial information
appearing in this report:
Unaudited Pro Forma Consolidated Condensed
Statement of Operations for the Year Ended
December 31, 1993 . . . . . . . . . . . . . . . P-1
Unaudited Pro Forma Consolidated Condensed
Statement of Operations for the Nine
Months Ended September 30, 1994 . . . . . . . . P-2
Unaudited Pro Forma Consolidated Condensed
Balance Sheet as of September 30, 1994 . . . P-3
Notes to Unaudited Pro Forma Consolidated
Condensed Financial Statements. . . . . . P-5
Signatures . . . . . . . . . . . . . . . . . . . . . P-7
(c) Exhibits
10.7 Asset Purchase Agreement, dated as of November 28,
1994, between the Registrant and Patrick Petroleum
Corporation of Michigan and American National
Petroleum Company, filed as Exhibit 10.7 to the
Registrant's Form 8-K, filed December 29, 1994, and
incorporated by reference herein.
10.1.19 Fourth Amendment to Amended and Restated Credit
Agreement dated December 12, 1994, filed as Exhibit
10.1.19 to the Registrant's Form 8-K filed December
29, 1994, and incorporated by reference herein.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
REPORT OF INDEPENDENT ACCOUNTANTS
To The Shareholders and Board of Directors
UNIT CORPORATION
We have audited the accompanying schedule of gross revenues and direct
lease operating expenses of the Patrick Properties (as defined in Note 1)
for the year ended December 31, 1993. This schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion
on this schedule 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 schedule is free of
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the schedule. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall schedule
presentation. We believe that our audit provides a reasonable basis for
our opinion.
As described in Note 2, the amounts shown as direct lease operating
expenses in the schedule of gross revenues and direct lease operating
expenses exclude certain expenses such as depreciation, depletion and
amortization, general and administrative expenses and income taxes.
Accordingly, such schedules are not intended to present results of
operations in conformity with generally accepted accounting principles.
In our opinion, the schedule referred to above presents fairly, in all
material respects, the gross revenues and direct lease operating expenses
of the Patrick Properties for the year ended December 31, 1993 on the basis
of accounting described in Note 2.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
February 20, 1995
F-1
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UNIT CORPORATION AND SUBSIDIARIES
SCHEDULE OF GROSS REVENUES AND DIRECT LEASE
OPERATING EXPENSES OF THE PATRICK PROPERTIES
Year Nine Months
Ended Ended
December 31, September 30,
1993 1994
------------- -------------
(unaudited)
Gross revenues $ 8,866,000 $ 4,878,000
Direct lease operating expenses 2,501,000 2,178,000
------------- -------------
Excess of gross revenues over
direct lease operating expenses $ 6,365,000 $ 2,700,000
============= =============
The accompanying notes are an integral part of this schedule.
F-2
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO THE SCHEDULE OF
GROSS REVENUE AND DIRECT LEASE OPERATING EXPENSES
OF THE PATRICK PROPERTIES
1. THE PROPERTIES
- - - - -------------------
On December 15, 1994, Unit Petroleum Company a wholly owned subsidiary
of Unit Corporation ("Registrant") acquired interests in approximately 700
oil and natural gas wells (the "Patrick Properties") located primarily in
Oklahoma, Texas, New Mexico and Louisiana from Patrick Petroleum Company
and its subsidiaries (collectively "Patrick").
2. BASIS OF PRESENTATION
- - - - --------------------------
Historical gross revenue and direct lease operating expenses relate to
the productive properties acquired. Expenses such as depreciation,
depletion and amortization, general and administrative expenses and income
taxes have not been included in the schedules.
3. SUPPLEMENTAL OIL AND GAS INFORMATION (unaudited)
- - - - -----------------------------------------------------
Estimated quantities of proved developed oil and natural gas reserves
acquired from Patrick at December 15, 1994 were:
Oil (Bbls) 918,000
Gas (Mcf) 13,904,000
F-3
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The standardized measure of discounted future net cash flows ("SMOG")
of the Patrick Properties was calculated using December 31, 1994 prices and
costs, and year-end statutory tax rates, adjusted for permanent differences,
that relate to existing proved oil and natural gas reserves.
SMOG as of December 15, 1994 is as follows:
Future cash flows $ 36,703,000
Future production and development costs (15,250,000)
Future income tax expenses ( 3,492,000)
-------------
Future net cash flows 17,961,000
10% annual discount for estimated timing
of cash flows ( 5,389,000)
-------------
Standardizing measure of discounted
future net cash flows relating to
proved oil and natural gas reserves $ 12,572,000
=============
F-4
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UNIT CORPORATION AND SUBSIDIARIES
(B) Pro Forma Financial Information
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1993
Patrick
Properties
and
Pro Forma Pro
Unit Adjustments Forma
Corporation (Note 3) Combined
----------- ----------- ----------
(In thousands except per share amounts)
Revenues:
Contract drilling $ 14,676 $ - $ 14,676
Oil and natural gas 24,073 8,866 (a) 32,939
Natural gas marketing
and processing 32,104 - 32,104
Other 88 - 88
-------- ------- --------
Total revenues 70,941 8,866 79,807
-------- ------- --------
Expenses:
Contract drilling:
Operating costs 13,269 - 13,269
Depreciation
and impairment 1,713 - 1,713
Oil and natural gas:
Operating costs 8,098 2,501 (a) 10,599
Depreciation, depletion
and amortization 7,018 2,169 (b) 9,187
Natural gas marketing
and processing 32,325 - 32,325
General and administrative 3,302 - 3,302
Interest 1,324 794 (c) 2,118
-------- ------- --------
Total expenses 67,049 5,464 72,513
-------- ------- --------
Income Before Income Taxes 3,892 3,402 7,294
Income Tax Expense 21 14 (d) 35
-------- ------- --------
Net Income $ 3,871 $ 3,388 $ 7,259
======== ======= ========
Net Income Per Common Share $ 0.19 $ .35
======== ========
Weighted Average
Shares Outstanding 20,860 20,860
(Both Primary and ======== ========
Fully Diluted)
The accompanying notes are an integral part of the
pro forma consolidated condensed financial statements.
P-1
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UNIT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1994
Patrick
Properties
and
Pro Forma Pro
Unit Adjustments Forma
Corporation (Note 3) Combined
----------- ----------- ----------
(In thousands except per share amounts)
Revenues
Contract drilling $ 12,741 $ - $ 12,741
Oil and natural gas 19,970 4,878 (a) 24,848
Natural gas market
and processing 30,567 - 30,567
Other 819 - 819
-------- -------- ---------
Total revenues 64,097 4,878 68,975
-------- -------- ---------
Expenses:
Contract drilling:
Operating costs 11,435 - 11,435
Depreciation 1,553 - 1,553
Oil and natural gas:
Operating costs 6,607 2,178 (a) 8,785
Depreciation, depletion
and amortization 6,106 1,397 (b) 7,503
Natural gas marketing
and processing 30,365 - 30,365
General and administrative 2,677 - 2,677
Interest 1,114 674 (c) 1,788
-------- -------- ---------
Total expenses 59,857 4,249 64,106
-------- -------- ---------
Income Before Income Taxes 4,240 629 4,869
Income Tax Expense 14 - (d) 14
-------- -------- ---------
Net Income $ 4,226 $ 629 $ 4,855
======== ======== =========
Net Income Per Common Share $ 0.20 $ .23
======== =========
Weighted Average Shares
Outstanding 20,904 20,904
(Both Primary and ======== =========
Fully Diluted)
The accompanying notes are an integral part of the
pro forma consolidated condensed financial statements.
P-2
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UNIT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of September 30, 1994
Patrick
Properties
and
Pro Forma Pro
Unit Adjustments Forma
Corporation (Note 3) Combined
----------- ----------- ----------
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 2,535 $ - $ 2,535
Short-term investments 41 - 41
Accounts receivable 12,591 1,331 (e) 13,922
Other 2,786 - 2,786
-------- --------- ---------
Total current assets 17,953 1,331 19,284
-------- --------- ---------
Property and Equipment
Total cost 228,611 12,261 (f) 240,872
Less accumulated
depreciation, depletion,
amortization and
impairment 151,497 - 151,497
-------- --------- ---------
Net property and
equipment 77,114 12,261 89,375
-------- --------- ---------
Other Assets 233 - 233
-------- --------- ---------
Total Assets $ 95,300 $ 13,592 $108,892
======== ========= =========
The accompanying notes are an integral part of the
pro forma consolidated condensed financial statements.
P-3
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UNIT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET - CONTINUED
As of September 30, 1994
Patrick
Properties
and
Pro Forma Pro
Unit Adjustments Forma
Corporation (Note 3) Combined
----------- ---------- ----------
(In thousands)
Current Liabilities:
Current portion of long-
term debt $ 483 $ - $ 483
Current portion of
natural gas purchaser
prepayments 960 - 960
Accounts payable 11,900 84 (e) 11,984
Accrued liabilities 2,724 271 (e) 2,995
--------- --------- ---------
Total current
liabilities 16,067 355 16,422
--------- --------- ---------
Natural Gas Purchaser
Prepayments 3,279 - 3,279
--------- --------- ---------
Long-Term Debt 23,862 13,237 (c) 37,099
--------- --------- ---------
Shareholders' Equity:
Common stock 4,182 - 4,182
Capital in excess of
par value 50,086 - 50,086
Accumulated deficit (2,149) - (2,149)
Treasury stock, at cost (27) - (27)
--------- --------- ---------
Total shareholders'
equity 52,092 - 52,092
--------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 95,300 $ 13,592 $ 108,892
========= ========= =========
The accompanying notes are an integral part of the
pro forma consolidated condensed financial statements.
P-4
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. THE ACQUISITION
- - - - --------------------
On December 15, 1994 the Registrant acquired certain oil and natural
gas properties and related accounts receivable and assumed certain related
liabilities for a net purchase price of $13.2 million from Patrick. The
purchase price was assigned to the assets acquired and liabilities assumed
based upon a preliminary estimated of the fair value of assets acquired and
liabilities assumed. The original purchase price of $14.5 million was
reduced by $1.3 million of net cash received by Patrick from the operation
of these properties between the agreed upon effective date and the closing
date of the transaction.
2. BASIS OF PRESENTATION
- - - - --------------------------
The accompanying unaudited Pro Forma Consolidated Condensed Financial
Statements are presented to reflect the consummation of the Patrick Property
acquisition. The unaudited Pro Forma Consolidated Condensed Statements of
Operations are presented as if the acquisition occurred at the beginning of
the respective periods presented and may not be indicative of the results
that would have occurred if the acquisition had been effective on the dates
indicated or of the results that may be obtained in the future. The Pro
Forma Consolidated Condensed Balance Sheet is presented as if the
acquisition, accounted for under the purchase method, occurred as of
September 30, 1994. The accompanying pro forma financial statements
should be read in conjunction with the financial statements and notes to
financial statements of both the Registrant and the Patrick Properties
for the year ended December 31, 1993 and as of and for the nine months ended
September 30, 1994.
3. PRO FORMA ADJUSTMENTS
- - - - --------------------------
The accompanying unaudited Pro Forma Consolidated Condensed Financial
Statements include the following adjustments:
(a) Oil and natural gas revenues and operating costs represent historical
revenues and direct lease operating expenses related to the producing
properties acquired for the respective periods.
(b) Depreciation, depletion and amortization (DD&A) was calculated using
an average combined DD&A rate of the Registrant and the acquired
Patrick Properties based on the total reserves, property costs and
production for the respective periods.
(c) Interest expense represents interest on $13.2 million of long-term
debt incurred in the Patrick Property acquisition. The average
interest rate paid by the Registrant in 1993 and the first nine months
of 1994 was 6 and 6.8 percent, respectively.
P-5
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -
CONTINUED
(d) The adjustment to income tax expense represents the increase in taxes
associated with the combined pro forma results of operations based
on the historical effective tax rate.
(e) Adjustments to accounts receivable, accounts payable and accrued
liabilities represent assets acquired and liabilities assumed by the
Registrant at the closing of the acquisition.
(f) Adjustments to property, plant and equipment represents the portion
of the purchase price assigned to the oil and natural gas properties
acquired, based on their estimated fair values.
P-6
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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.
UNIT CORPORATION
Dated: February 23, 1995 By: /s/ LARRY D. PINKSTON
-------------------------
Larry D. Pinkston
Chief Financial Officer
Treasurer and
Vice President
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