================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 1O-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ___________ to ___________ Commission file number 1-9933 AMERAC ENERGY CORPORATION (Exact Name of Small Business Issuer as Specified in Its Charter) DELAWARE 75-2181442 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1201 LOUISIANA, SUITE 3350 HOUSTON, TEXAS 77002-5609 (Address of Principal Executive Offices) (713) 308-5250 (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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, $0.05 par value, outstanding on July 31, 1997 was 3,888,981 Traditional Small Business Disclosure Format (check one): Yes [X] No [ ] ================================================================================ AMERAC ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS June 30, DECEMBER 31, 1997 1996 ----------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents........................ $ 515,000 $ 712,000 Receivables Trade and other, net of allowance for bad debts of $41,000.......................... 440,000 473,000 Gas and oil receivable......................... 1,012,000 1,451,000 ------------- ------------- Total current assets......................... 1,967,000 2,636,000 ------------- ------------- PROPERTY AND EQUIPMENT Oil and gas properties at cost................... 33,445,000 32,290,000 Less accumulated depreciation, depletion and amortization...................... (14,331,000) (12,949,000) ------------- ------------- Net property and equipment..................... 19,114,000 19,341,000 OTHER ASSETS...................................... 341,000 395,000 ------------- ------------- TOTAL ASSETS...................................... $ 21,422,000 $ 22,372,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Trade payables................................... $ 196,000 $ 199,000 Accrued liabilities.............................. 199,000 527,000 Obligation under gas contract.................... -- 370,000 ------------- ------------- Total current liabilities.................... 395,000 1,096,000 ------------- ------------- LONG-TERM LIABILITIES Notes payable banks.............................. 7,829,000 7,704,000 Other long-term liabilities...................... 17,000 140,000 ------------- ------------- Total long-term liabilities.................. 7,846,000 7,844,000 ------------- ------------- COMMITMENTS AND CONTINGENT LIABILITIES (see Note 3) STOCKHOLDERS' EQUITY Common stock, $0.05 par value; authorized - 20,000,000 shares; outstanding - 3,888,981 shares at June 30, 1997 and 3,883,526 at December 31, 1996............................... 195,000 194,000 Additional paid-in capital....................... 151,162,000 151,104,000 Accumulated deficit.............................. (138,176,000) (137,866,000) ------------- ------------- Total stockholders' equity................... 13,181,000 13,432,000 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $ 21,422,000 $ 22,372,000 ============= ============= (The accompanying notes are an integral part of these consolidated financial statements.) 1 AMERAC ENERGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED June 30, JUNE 30, ------------------------- ------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- REVENUES Oil, gas and related product sales............... $2,338,000 $2,594,000 $5,324,000 $4,848,000 Other income..................................... (14,000) 19,000 10,000 46,000 ---------- ---------- ---------- ---------- Total revenues............................... 2,324,000 2,613,000 5,334,000 4,894,000 ---------- ---------- ---------- ---------- EXPENSES Lease operating.................................. 966,000 500,000 1,659,000 980,000 Exploration expenses, including dry hole costs... 192,000 5,000 396,000 8,000 Provision for impairment of properties........... 584,000 -- 584,000 -- Depreciation, depletion and amortization......... 690,000 479,000 1,411,000 994,000 General and administrative....................... 566,000 699,000 1,237,000 1,122,000 Gain on sale of oil and gas properties........... -- (78,000) -- (125,000) Interest......................................... 167,000 217,000 327,000 417,000 ---------- ---------- ---------- ---------- Total expenses............................... 3,165,000 1,822,000 5,614,000 3,396,000 ---------- ---------- ---------- ---------- Income (loss) before income taxes................. (841,000) 791,000 (280,000) 1,498,000 Provision for federal income taxes................ (12,000) -- 30,000 -- ---------- ---------- ---------- ---------- NET INCOME (LOSS)................................. (829,000) 791,000 (310,000) 1,498,000 Preferred dividends............................... -- (196,000) -- (411,000) ---------- ---------- ---------- ---------- INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS.............................. $ (829,000) $ 595,000 $ (310,000) $1,087,000 ========== ========== ========== ========== INCOME (LOSS) PER COMMON SHARE (as adjusted, see Note 1)........................ $ (0.21) $ 0.37 $ (0.08) $ 0.67 ========== ========== ========== ========== Average common shares and equivalents outstanding (as adjusted, see Note 1) 3,887,000 1,605,000 3,885,000 1,628,000 ========== ========== ========== ========== (The accompanying notes are an integral part of these consolidated financial statements.) 2 AMERAC ENERGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, ------------------------ 1997 1996 ---------- ---------- CASH FLOW FROM OPERATING ACTIVITIES Net income (loss)................................ $ (310,000) $1,498,000 Adjustments needed to reconcile net income to net cash flow provided by operating activities Depreciation, depletion and amortization....... 1,411,000 994,000 Exploration expenses, including dry holes and impairments......................... 396,000 -- Provision for impairment of properties......... 584,000 -- Gain on sale of properties..................... -- (125,000) Stock issued for compensation.................. 33,000 139,000 Recognition of deferred revenue................ (370,000) (76,000) Other.......................................... -- Changes in operating assets and liabilities: Oil and gas receivables and other............ 472,000 (388,000) Trade payables............................... (2,000) 112,000 Accrued and other long-term liabilities...... (453,000) (82,000) Other assets................................. (2,000) (72,000) ---------- ---------- NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES.... 1,759,000 2,000,000 ---------- ---------- CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sale of assets..................... -- 1,281,000 Oil and gas acquisitions and expenditures........ (2,135,000) (9,171,000) Other............................................ 26,000 -- ---------- ---------- NET CASH USED FOR INVESTING ACTIVITIES............ (2,109,000) (7,890,000) ---------- ---------- CASH FLOW FROM FINANCING ACTIVITIES Bank borrowings, net............................. 125,000 5,943,000 Sale of common stock............................. -- 364,000 Other............................................ 28,000 10,000 ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES......... 153,000 6,317,000 ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................. (197,000) 427,000 Cash and cash equivalents at beginning of period........................... 712,000 144,000 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD........ $ 515,000 $ 571,000 ========== ========== (The accompanying notes are an integral part of these consolidated financial statements.) 3 AMERAC ENERGY CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY DECEMBER 31, 1996 TO JUNE 30, 1997 (UNAUDITED) COMMON SHARES ($0.05 PAR VALUE) ADDITIONAL -------------------- PAID-IN ACCUMULATED SHARES AMOUNT CAPITAL DEFICIT TOTAL -------- --------- ----------- ----------- ----------- BALANCE -- DECEMBER 31, 1996............... 3,883,526 $ 194,000 $151,104,000 $(137,866,000) $ 13,432,000 Stock issued for director's fees......... 5,295 1,000 33,000 -- 34,000 Options exercised........................ 2,667 -- 7,000 -- 7,000 Net income............................... -- -- -- (310,000) (310,000) Other.................................... (2,507) -- 18,000 -- 18,000 --------- --------- ------------ ------------- ------------ BALANCE -- JUNE 30, 1997................... 3,888,981 $ 195,000 $151,162,000 $(138,176,000) $ 13,181,000 ========= ========= ============ ============= ============ (The accompanying notes are an integral part of these consolidated financial statements.) 4 AMERAC ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of the Securities and Exchange Commission. In the opinion of management, all normal and recurring adjustments necessary for a fair presentation of results of operations and financial position for the interim periods have been included. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year or any other interim period. These financial statements and notes should be read in conjunction with Amerac Energy Corporation's ("Amerac" or the "Company") annual report for the year ended December 31, 1996. Earnings per share and weighted average common shares outstanding for the three and six months ended June 30, 1996, have been retroactively restated to reflect the one for fifteen reverse Common Stock split approved by the Company's stockholders in November 1996. 2. SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended June 30, ------------------------- 1997 1996 ----------- ----------- Cash payments for: Interest...................................... $ 327,000 $ 417,000 Income taxes.................................. 60,000 -- Non-cash investing and financing activities: Senior Preferred Stock dividends.............. -- 411,000 Compensation paid in Common Stock............. 33,000 139,000 Approximate value of Common Stock issued for Fremont acquisition...................... -- 640,000 3. CONTINGENCIES The Company is subject to various possible 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. The Company is not currently a party to any litigation which would have a material impact on its financial statements. However, due to the nature of its business, certain legal or administrative proceedings may arise in the ordinary course of its business. 5 AMERAC ENERGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Three Months Ended June 30, 1997 Compared With Three Months Ended June 30, 1996 The net loss of $829,000 for the three months ended June 30, 1997 was largely attributable to the $534,000 non-cash write off of the Company's investment in the Sacatosa project. In the second quarter of 1996, the Company participated in a pilot waterflood project in the Sacatosa field in Maverick County, Texas. The Company installed two five-well pilot patterns to evaluate the economic feasibility of the program. To-date, there has been no response to the injection activities and the Company now believes that it is unlikely that the project will be successful. Oil and gas revenues decreased from $2.6 million in the second quarter of 1996 to $2.3 million in the comparable period of 1997. The decline in revenue was due primarily to lower volumes and realized prices at the Company's offshore property, South Timbalier 198. The primary well at South Timbalier began to produce water during December of 1996. In addition, the 1996 second quarter included favorable prior period revenue adjustments and revenue from properties sold during 1996. The revenue effects of lower 1997 second quarter volumes at the Company's North Blackwell and Cosden fields, due to normal production declines, were more than offset by higher volumes from the Texan Gardens and Throckmorton properties acquired during the third quarter of 1996. During the second quarter of 1997, the Company's revenue volumes were approximately 55,500 barrels ("Bbls") of oil and 656,900 thousand cubic feet ("Mcf") of natural gas. In the comparable three months of 1996, the Company reported volumes of approximately 53,300 Bbls of oil and 820,400 Mcf of natural gas. During the second quarter of 1997, the Company's average realized price was $18.65 per Bbl for oil and $1.97 per Mcf for natural gas. In the three months ended June 30, 1996, the Company's realized prices for oil and natural gas were $20.63 per Bbl and $1.82 per Mcf, respectively. Lease operating expense increased from $500,000 in the second quarter of 1996 to $966,000 in the comparable period of 1997. The increase is attributable to workovers of approximately $289,000 in the second quarter of 1997 and expenses from properties acquired subsequent to the second quarter of 1996. Exploration expense of $192,000 in the second quarter of 1997 primarily relates to geological and geophysical expenditures incurred in 1997. Depreciation, depletion and amortization expense of $690,000 in the second quarter of 1997 exceeds the 1996 reported amount of $479,000, primarily as a result of a higher per unit rate resulting from downward reserve estimates for South Timbalier 198, and higher investments in oil and gas properties due to acquisitions completed subsequent to the second quarter of 1996. General and administrative expense decreased from $699,000 in the second quarter of 1996 to $566,000 in the second quarter of 1997 primarily as a result of reimbursement of general and administrative costs by the Company's Eastern Shelf Program partners and overhead billed to other working interest partners. Six Months Ended June 30, 1997 Compared With Six Months Ended June 30, 1996 The net loss of $310,000 for the first six months of 1997 is due primarily to the $534,000 non-cash write off of the Company's investment in the Sacatosa project. In the first half of 1996, the Company reported net income of $1.5 million. Oil and gas revenues increased from $4.9 million in the first six months of 1996 to $5.3 million in the six month period ended June 30, 1997. The increased revenue is the result of higher realized prices for both oil and natural gas. 6 AMERAC ENERGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED) During 1997, the Company's average realized price for oil was $20.77 per Bbl, and for gas was $2.42 per Mcf. These were improvements over the comparable 1996 period of $1.31 per Bbl and $0.33 per Mcf. Higher oil volumes in the first six months of 1997 also contributed to improved revenues compared to 1996. In 1997, the Company's revenue was based upon oil volumes of 100,900 Bbls, while the comparable figure in 1996 was 93,200 Bbls. Oil volumes improved as a result of the impact of acquisitions completed subsequent to the second quarter of 1996, partially offset by normal production declines at the Company's South Timbalier and North Blackwell properties. Reduced natural gas volumes partially offset the effects of higher prices and oil volumes. In the first half of 1997, natural gas volumes totaled 1,332,300 Mcf, versus 1,453,200 Mcf in 1996. The higher 1996 gas volumes were due to properties sold during 1996 and favorable prior period revenue adjustments recognized in the second quarter of 1996, partially offset by higher gas volumes from properties acquired subsequent to the second quarter of 1996. Lease operating expense in the first half of 1997 of $1.7 million includes $372,000 of workover expense. In the first six months of 1996, the Company's lease operating expense of $980,000 included less than $1,000 of workover charges. Higher lease operating expense from properties acquired during 1996 also contributed to the unfavorable variance compared to 1996. Depreciation, depletion and amortization expense of $1.4 million in the first two quarters of 1997 exceeds the 1996 figure of $994,000, primarily as a result of a higher per unit rate resulting from downward reserve estimates for South Timbalier 198, and higher investments in oil and gas properties due to acquisitions completed subsequent to the second quarter of 1996. General and administrative expenses in the first half of 1997 of $1.2 million slightly exceeded the comparable 1996 charge of $1.1 million. Higher salaries and benefits expense due to the hiring of additional employees subsequent to the second quarter of 1996 and costs incurred in regards to listing on the American Stock Exchange and preparation of a registration statement, were offset by reimbursement of general and administrative costs by the Company's Eastern Shelf Program partners and overhead billed to other working interest partners. Also, the first six months of 1996 included a gain of $125,000 from the sale of properties. DRILLING AND DEVELOPMENT ACTIVITIES As a result of production in the first half of 1997 of 0.3 million barrels of oil equivalents ("Mboe") and net downward reserve revisions of approximately 0.6 Mboe, the Company did not replace its reserves in the first half of 1997. The most significant of the downward reserve revisions were attributable to disappointing drilling results in the North Blackwell Field in Nolan County, Texas and marginal production from previously completed wells in that field. The Company estimates that as of July 1, 1997 its proved reserves were approximately 4.1 Mboe. In July, the Company drilled the Whitlock # 2 well in the Truby Field in Jones County, Texas. Completion operations are now in progress. The Whitlock #2 well is structurally higher and has a thicker pay than the Company's Whitlock #1 well which is producing at a rate of 80-85 barrels of oil per day ("BOPD") with essentially no decline. In addition to supporting two previously recognized proved undeveloped ("PUD") locations, the Whitlock #2 establishes one other PUD location. Also in July, Amerac performed a recompletion on the Hidalgo-Willacy # 4-B well in the Company's Texan Gardens Field in Hidalgo County, Texas. After recompleting in the Lower Heard sand, the well tested natural at 500 thousand cubic feet per day ("MCFD") of natural gas. After a fracture treatment, the well was tested at 1,200 MCFD of natural gas with 200 barrels of water per day. The Hidalgo-Willacy # 4-B was put on production immediately. The Company is in the process of recompleting the Hidalgo-Willacy # 14-B in the Lower Heard sand. 7 AMERAC ENERGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONCLUDED) LIQUIDITY AND CAPITAL RESOURCES During the first six months of 1997, the Company generated cash flow from operations of $1.7 million and net borrowings of $0.1 million, which was used primarily to fund its exploration and development drilling activities. At the end of the first quarter of 1997, the Company had outstanding debt of $7.8 million under its bank credit facility. Effective August 1, 1997, the Company's borrowing base was increased to $10.5 million providing available borrowing capacity of $2.7 million The Company anticipates that it must seek additional sources of financing to fund acquisition activities. Amerac may finance additional acquisitions through a combination of working capital, bank borrowings, mezzanine financing, production payments and equity. However, there is no assurance that the Company will be successful in obtaining such additional financing. RECENT DEVELOPMENTS On August 6, 1997 Amerac announced that its Board of Directors had formed a Special Committee to undertake a process to explore strategic alternatives designed to enhance shareholder value. The Special Committee will be responsible for developing and recommending various alternatives which may include the possible merger or business combination of the Company with another entity. The Special Committee will consist of two outside directors; Kenneth R. Peak, Chairman of the Special Committee, and William P. Nicoletti, Chairman of the Board of the Company. No assurance can be given that any specific transaction will occur as a result of this initiative. In order to retain key employees while considering strategic alternatives, the Company has offered incentives to those employees to remain with the Company. Two officers of Amerac have declined to accept the Company's incentive offers and have tendered their resignations. Mr. Richard B. Hallett, Vice President, Chief Financial Officer, Secretary and Treasurer resigned effective August 15, 1997 and Mr. Richard J. Savoie, Vice President of Engineering resigned effective August 12, 1997. There can be no assurances that other key employees of the Company will not resign. The Company also announced that following Mr. Hallett's resignation, Mr. Peak will assume the positions of Chief Financial Officer and Treasurer, and Mr. Jeffrey L. Stevens, also a director of the company, will assume the position of Secretary. NEW ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accountings Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128 requires presentation of "basic earnings per share" and "diluted earnings per share". Under SFAS 128, the Company's basic earnings per share and diluted earnings per share would be consistent with the income statement presentation for the three months ended March 31, 1997 and 1996. SFAS 128 is effective for interim and annual periods ending after December 15, 1997, and early adoption is not permitted. 8 PART III OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K See Exhibit Index following this page. No reports on Form 8-K were filed during the Second Quarter of 1997. SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERAC ENERGY CORPORATION (Registrant) /s/ Richard B. Hallett ___________________________________ Date: August 14, 1997 Richard B. Hallett Vice President and Chief Financial Officer 9 EXHIBIT INDEX 3-(1) Certificate of Incorporation of Wolverine Exploration Company (incorporated by reference as Exhibit 3-(1) to the Company's Registration Statement No. 33-21824 filed May 13, 1988). 3-(2) Amendment to Certificate of Incorporation of Wolverine Exploration Company dated September 12, 1988 (incorporated by reference as Exhibit 3-(1)(a) to the Company's Registration Statement No. 33-24429 filed September 28, 1988). 3-(3) Amendment to Certificate of Incorporation of Wolverine Exploration Company dated March 28, 1995 (incorporated by reference to Annex IV to Exhibit (a)(1) to Schedule 13E-4, dated November 15, 1994). 3-(4) Amendment to Certificate of Incorporation of Amerac Energy Corporation dated July 12, 1996 (incorporated by reference to Exhibit 4(i).4 to the Company's Current Report on Form 8-K dated February 28, 1997). 3-(5) Amendment to Certificate of Incorporation of Amerac Energy Corporation dated July 12, 1996 (incorporated by reference to Exhibit 4(i).5 to the Company's Current Report on Form 8-K dated February 28, 1997). 3-(6) Amendment to Certificate of Incorporation of Amerac Energy Corporation dated November 21, 1996 (incorporated by reference to Exhibit 4(i).6 to the Company's Current Report on Form 8-K dated February 28, 1997). 3-(7) Corporate Bylaws (incorporated by reference to Exhibit 3C to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1987, File No. 0-5003). 4-(1) Warrant Agreement, dated November 18, 1996, between Amerac Energy Corporation and Petroleum Financial, Inc. (incorporated by reference as Exhibit 4(I).8 to the Company's Registration Statement No. 333-24643 filed April 4, 1997). 4-(2) Form of Warrant (included as Exhibit I to the Warrant Agreement referred to in Exhibit 4-(1)). 4-(3) Registration Rights Agreement, dated November 18, 1996, between Amerac Energy Corporation and the party identified therein. A document identical to this document, except for the name of the Holder and the Holder's address for notices, was entered into by the Company with each purchaser of Common Stock in the Company's private sale of Common Stock completed on November 18, 1996 (incorporated by reference as Exhibit 4(I).10 to the Company's Registration Statement No. 333-24643 filed April 4, 1997). 4-(4) Form of Warrant Agreement (included as Exhibit VI to the Exploitation Agreement referred to in Exhibit 10-(11)). 4-(5) Form of Warrant (included as Exhibit I to the Form of Warrant Agreement referred to in Exhibit 4-(4)). 4-(6) Form of Registration Rights Agreement, (included as Exhibit VII to the Exploitation Agreement referred to in Exhibit 10-(11)). 4-(7) Registration Rights Agreement, dated January 16, 1996 among Amerac Energy Corporation, Powell Resources, Inc., The Langestroth Family Limited I, Thomas O. Goldsworthy and James B. Tollerton. Related to acquisition of Fremont Energy Corporation Properties (incorporated by reference, as Exhibit 10-(10) to Form 10K for year ended December 31, 1995). 10-(1) Third Amendment to Amended and Restated Credit Agreement dated February 3, 1997 (incorporated by reference as Exhibit 10-(10) to the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1996). 10-(2) Exploitation Agreement, dated effective January 1, 1997, between Amerac Energy Corporation and the parties identified therein (incorporated by reference to Exhibit 4(i).8 to the Company's Current Report on Form 8-K dated February 28, 1997). 27 Financial Data Schedule 10