SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 1999
GREKA Energy Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-20760 84-1091986
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
630 Fifth Avenue, Suite 1501
New York NY 10111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 218-4680
The sole purpose of this amendment to the registrant's Current Report on
Form 8-K dated June 30, 1999 and filed July 14, 1999 is to file the pro forma
financial statements required under Item 7.
Item 2. Acquisition or Disposition of Assets.
On June 30, 1999, the Company completed the sale of the assets of its
wholly owned subsidiary, Sabacol, Inc. ("Sabacol"). Sabacol's assets, all of
which were located in the country of Colombia, consisted of a 50% interest in a
118 mile long pipeline and varying interests in oil producing properties. The
purchase price consisted of interests in oil and gas producing properties in
California and assumptions and releases of debts related to the Colombia
operations. Additional consideration includes a potential earnout based upon a
re-valuation of reserves, whereby the Company could receive on March 31, 2000 up
to an additional $5,000,000 payable in cash or by the reassignment of Sabacol's
pipeline interest and have an option to repurchase the Colombian assets for
$12,000,000 if exercised prior to May 31, 2000. The contract was negotiated at
arms length over a period of not less than 60 days. The Purchaser, Omimex Group,
was the owner of the balance of the pipeline and operated all of Sabacol's oil
and gas properties in Colombia.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial statements giving effect to the disposition of the
Sabacol assets are furnished below the list of exhibits.
(c) Exhibits:
Exhibit 4.1 Asset Purchase Agreement. Incorporated by reference to Exhibit
4.1 to 10-QSB for period March 31, 1999 SEC File #0-20760.
Exhibit 4.2 Closing Agreement (filed as Exhibit 4.2 to the registrant's
Current Report on Form 8-K dated June 30, 1999 and filed July 14, 1999 (File No.
0-20760) and incorporated herein by reference)
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GREKA Energy Corporation
Notes to Unaudited Proforma Consolidated Statements of Operations
Proforma consolidated statements of operations are presented for the year
ended December 31, 1998, and for the six-month period ended June 30, 1999. When
compared with the Greka historical statements of operations for each period, the
proforma statements of operations are adjusted to reflect the effect of the sale
of the Company's oil and gas property located in Colombia as if the sale of the
assets had occurred on January 1 of each proforma period.
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Greka Energy Corporation and Subsidiaries
Proforma Consolidated Statement of Operations
Year Ended December 31, 1998 (Unaudited)
Greka Proforma
Historical Adjustments(1) Proforma
----------- ----------- ---------
Revenues
Oil and gas revenues $19,793,895 ($6,627,704) $13,166,191
Other revenues 3,683,249 (747,047) 2,936,202
----------- ----------- -----------
Total Revenues 23,477,144 (7,374,751) 16,102,393
Cost and Expenses
Production cost 13,729,482 (3,866,520) 9,862,962
General and administrative 8,071,750 (253,435) 7,818,315
Depreciation, depletion and
amortization 4,842,097 (938,135) 3,903,962
Writedown of oil and gas properties 3,171,485 0 3,171,485
----------- ----------- -----------
Total Cost and Expenses 29,814,814 (5,058,090) 24,756,724
Operating Income (Loss) (6,337,670) 2,316,661 (8,654,331)
Other Income (Expense)
Interest income 221,084 221,084
Interest expense (3,739,727) 744,237 (2,995,490)
Other (393,272) 53,078 (340,194)
----------- ----------- -----------
Total Other Income (Expense) (3,911,915) 797,315 (3,114,600)
----------- ----------- -----------
Income (loss) before income taxes (10,249,585) 1,519,346 (11,768,931)
Provision for income taxes (918,200) (918,200) 0
Minority interest in loss of
consolidated subsidiary 114,427 0 114,427
----------- ----------- -----------
Net Income (Loss) (11,053,358) 601,146 ($11,654,504)
Foreign currency translation
adjustments (151,720) (151,720) $0
----------- ----------- -----------
Net Comprehensive loss ($11,205,078) $449,426 ($11,654,504)
============ =========== ===========
Loss per share of common stock-
basic & diluted ($2.67) ($2.77)
============ ===========
Weighted average number of shares
outstanding 4,200,988 4,200,988
============ ===========
NOTES TO UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(1) The unaudited proforma consolidated statements of operations have
been prepared to reflect the adjustments to Greka Energy Corporation
and Subsidiaries statement of operations for the year ended December
31, 1998 to reflect the effect of the sale of the Company's oil and
gas property located in Colombia as if the sale had occurred on
January 1, 1998.
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Greka Energy Corporation and Subsidiaries
Proforma Consolidated Statement of Operations
For the Six Months Ended June 30, 1999 (Unaudited)
Greka Proforma
Historical Adjustments(1) Proforma
----------- ----------- ----------
Revenues
Oil and gas sales $4,695,414 ($583,335) $4,112,079
Refinery product sales 3,533,088 0 3,533,088
Other 820,056 (305,658) 514,398
----------- ----------- -----------
Total Revenues 9,048,558 (888,993) 8,159,565
----------- ----------- -----------
Expenses
Production costs 2,582,749 (1,043,067) 1,539,682
Refinery product cost of sales 2,065,651 0 2,065,651
General and administrative 1,587,003 (114,096) 1,472,907
Depletion, depreciation, &
amortization 1,719,186 (328,174) 1,391,012
----------- ----------- -----------
Total Expenses 7,954,589 (1,485,337) 6,469,252
----------- ----------- -----------
Operating Income 1,093,969 596,344 1,690,313
Other Income (Expenses)
Equity in pre-acquisition loss of Saba (553,483) (174,132) (727,615)
Other, net 679,265 (762,192) (82,927)
Interest expense (646,271) 301,910 (344,361)
----------- ----------- -----------
Total Other Income (Expenses) (520,489) (634,414) (1,154,903)
----------- ----------- -----------
Income before income taxes 573,480 (38,070) 535,410
Provision for Colombian taxes 472,100 (472,100) 0
Minority interest in (loss) of
consolidated subsidiary (20,617) (20,617)
----------- ----------- -----------
Net Income (Loss) 121,997 434,030 556,027
Other Comprehensive Income - net of
tax on Foreign currency translation
adjustments 63,982 63,982
----------- ----------- -----------
Comprehensive Income (Loss) $185,979 $434,030 $620,009
=========== =========== ===========
Net Earnings (Loss) per common share
Basic and Diluted $0.03 $0.15
=========== ===========
Weighted average Common shares
Outstanding, Basic and Diluted 3,626,639 3,626,639
=========== ===========
NOTES TO UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(1) The unaudited proforma consolidated statements of operations have
been prepared to reflect the adjustments to Greka Energy Corporation
and Subsidiaries statement of operations for the six months ended June
30, 1999 to reflect the effect of the sale of the Company's oil and
gas property located in Colombia as if the sale had occurred on
January 1, 1999.
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Greka Energy Corporation and Subsidiaries
Proforma Consolidated Statement of Operations
For the Year Ended December 31, 1998
Unaudited
Greka Greka Proforma Greka
Predecessor Acquisition adjustments Historical
----------- ----------- ----------- -----------
Revenues $145,813 $23,331,331 $0 $23,477,144
Expenses 5,693,458 51,982,154 (23,145,110) 34,530,502
----------- ------------ ----------- ------------
Net Income (Loss) ($5,547,645) ($28,650,823) $23,145,110 ($11,053,358)
=========== ============ =========== ============
The combination directly above was the subject of a Form 8 K filed by Greka
Energy Corporation June 7, 1999
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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 hereunto duly authorized.
Date: September 13, 1999 GREKA ENERGY CORPORATION
By: /s/ Randeep S. Grewal
----------------------------------
Randeep S. Grewal, Chairman and
Chief Executive Officer
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