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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT NO. 1
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 7, 1995
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KCS Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11698 22-2889587
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
379 Thornall Street, Edison, New Jersey 08837
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(Address of principal executive offices) (Zip Code)
(908) 632-1770
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Registrant's telephone number, including area code
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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The undersigned registrant, KCS Energy, Inc. ("KCS Energy") or
("Registrant"), hereby amends Item 7. "Financial Statements, Pro Forma Financial
Information and Exhibits" of its Current Report on Form 8-K, dated December 7,
1995, filed December 22, 1995 as follows:
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro forma financial information
Attached hereto as Schedule A are the Unaudited Pro Forma Condensed
Statement of Consolidated Income of KCS Energy, Inc. and Subsidiaries, for the
year ended September 30, 1995, the Unaudited Pro Forma Consolidated Balance
Sheet of KCS Energy, Inc. and Subsidiaries, as of September 30, 1995, and the
related notes thereto, to show the pro forma effects of KCS Energy, Inc.'s
acquisition of the oil and gas properties of Natural Gas Processing Co. (the
"Rocky Mountain Acquisition") and its recently acquired oil and gas reserves in
the northern and southern Niagaran Reef trend in Michigan (the "Michigan
Acquisition").
(c) Exhibits. *
2.1 Purchase and Sale Agreement dated as of November 30, 1995 between the
Company and Hawkins Oil of Michigan, Inc. (formerly Savoy Oil & Gas,
Inc.)
2.2 Conveyance of Production Payment dated as of November 30, 1995
2.3 Production and Delivery Agreement dated as of November 30, 1995
2.4 Option Agreement dated as of November 30, 1995
2.5 Drilling Participation Agreement dated December 7, 1995
2.6 Assignment and Bill of Sale (Working Interests)
*Incorporated by reference to Exhibits 2.1 through 2.6 to Registrant's
Current Report on Form 8-K, dated December 7, 1995 and filed December
22, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this amendment on Form 8-K/A to be signed on its
behalf by the undersigned hereunto duly authorized.
KCS Energy, Inc.
Dated: January 19, 1996 By: /s/ Henry A. Jurand
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Henry A. Jurand, Secretary
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SCHEDULE A
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PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information is derived from
the historical financial statements of the Company incorporated by reference to
the Registrant's Annual Report on Form 10-K for the fiscal year ended September
30, 1995.
The unaudited Pro Forma Condensed Statement of Consolidated Income for
the year ended September 30, 1995 reflects the Rocky Mountain and Michigan
Acquisitions as if such transactions had occurred on October 1, 1994. The
unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30,
1995 reflects the Rocky Mountain and Michigan Acquisitions as if such
transactions had occurred on September 30, 1995. The unaudited pro forma
financial data should be read in conjunction with the notes thereto and the
Registrant's Annual Report of Form 10-K for the fiscal year ended September 30,
1995, which is incorporated by reference.
The unaudited pro forma financial data do not purport to be indicative
of the financial position or results of operations that would actually have
occurred if the transactions described had occurred as presented in such
statements or that may be obtained in the future. In addition, future results
may vary significantly from the results reflected in such statements due to
normal crude oil and natural gas production declines, changes in prices received
for crude oil and natural gas, future acquisitions and dispositions of reserves,
changes in estimates of reserves and of the future net revenues therefrom and
other factors.
A-1
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KCS ENERGY, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 1995
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Pro Forma Adjustments
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Rocky Pro Forma
Historical Mountain Michigan Combined
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<S> <C> <C> <C> <C>
Revenue................................................. $ 423,580 $ 7,534 $ 8,231 $ 439,345
Operating costs and expenses
Cost of gas sales.................................. 330,600 330,600
Other operating and administrative
expenses....................................... 18,173 3,957 605 23,515
780(b)
Depreciation, depletion and amortization................ 36,858 2,546(c) 2,782(c) 42,186
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Operating costs and expenses....................... 385,631 7,283 3,387 396,301
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Operating income................................... 37,949 251 4,844 43,044
Interest and other income, net.......................... 2,419 2,419
Interest expense........................................ (6,036) (2,541)(d) (2,387)(d) (10,964)
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Income (loss) before income taxes (benefit)............ 34,332 (2,290) 2,457 34,499
Federal and state income taxes (benefit)................ 11,555 (802)(e) 860(e) 11,613
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Net income (loss)............................. $ 22,777 $ (1,488) $ 1,597 $ 22,886
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Earnings per share of common stock and
common stock equivalents............................ $ 1.94 $ (0.13) $ 0.14 $ 1.95
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Average shares of common stock and
common stock equivalents outstanding................... 11,759,372 11,759,372 11,759,372 11,759,372
</TABLE>
See accompanying notes to pro forma consolidated financial statements.
A-2
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KCS ENERGY, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1995
(UNAUDITED, DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Pro Forma Adjustments
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Rocky Pro Forma
Historical Mountain Michigan Combined
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<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 4,187 $ 4,187
Trade accounts receivable, net 44,094 44,094
Fuel inventories 1,206 1,206
Federal income taxes receivable 296 296
Other current assets 5,586 (2,300)(f) 3,286
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Current assets 55,369 (2,300) 53,069
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Property, plant and equipment, net
Oil and gas properties, full cost
method, net 146,130 28,700(f) 31,000(f) 205,830
Natural gas transportation systems, net 18,897 2,000(f) 20,897
Other property, plant and equipment, net 1,500 1,300(f) 2,800
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Property, plant and equipment, net 166,527 32,000 31,000 229,527
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Other assets
Long-term receivable 46,182 46,182
Investments and other assets 3,904 3,904
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Other assets 50,086 50,086
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$ 271,982 $ 29,700 $ 31,000 $332,682
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 54,362 $ 54,362
Accrued liabilities 3,752 3,752
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Current liabilities 58,114 58,114
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Deferred credits and other liabilities 27,443 27,443
Long-term debt 90,800 29,700(g) 31,000(g) 151,500
Stockholders' equity
Preferred Stock; authorized 5,000,000
shares, none issued
Common Stock, par value $0.01 per
share; authorized 50,000,000 shares,
issued 12,379,058 124 124
Additional paid-in capital 24,240 24,240
Retained earnings 74,533 74,533
Less treasury stock, 892,748 shares, at cost (3,272) (3,272)
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Total stockholders' equity 95,625 95,625
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$ 271,982 $ 29,700 $ 31,000 $332,682
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</TABLE>
See accompanying notes to pro forma condensed consolidated financial statements.
A-3
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KCS ENERGY, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The accompanying pro forma financial statements of the Company have
been prepared to reflect certain adjustments to the historical consolidated
financial statements of the Company incorporated by reference to the
Registrant's Annual Report of Form 10-K for the fiscal year ended September 30,
1995.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME:
a. Pro forma revenue for the volumetric production payment
acquired in the Michigan Acquisition was calculated using the
scheduled volumes to be delivered in the first year of the
volumetric production payment agreement and the prices that
would have been in effect during the pro forma period
presented.
b. Adjustment to reflect general and administrative expenses
associated with the Rocky Mountain properties.
c. Adjustment to reflect additional depreciation, depletion and
amortization expense calculated using the future gross revenue
method after giving effect to the Rocky Mountain and Michigan
Acquisitions.
d. Adjustment to reflect incremental interest expense on
additional borrowings made to fund the Rocky Mountain and
Michigan Acquisitions calculated using the rates that would
have been in effect under the borrowing facility used to
finance the acquisition.
e. Adjustment to the provision for income taxes related to the
above adjustments.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
f. Adjustments to record the adjusted purchase price of the assets
acquired in the respective acquisitions as indicated, net of a
$3.3 million deposit on the Rocky Mountain Acquisition made
prior to September 30, 1995.
g. Adjustment to reflect additional borrowings made to fund the
respective acquisitions as indicated.
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