-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWje1ldlrEfyK5+wedp8rU5+SuX3tHcOOrh3DTlUrU1Nr75VglCjKXyReRwiXXDh iAtSDTGRpd3mVU1MdDy+Yw== 0000950134-03-009996.txt : 20030710 0000950134-03-009996.hdr.sgml : 20030710 20030710165932 ACCESSION NUMBER: 0000950134-03-009996 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCORE ACQUISITION CO CENTRAL INDEX KEY: 0001125057 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752759650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16295 FILM NUMBER: 03782357 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1400 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178779955 8-K 1 d07334e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2003 ENCORE ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Commission File No. 001-16295 Delaware 75-2759650 - -------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 777 Main Street, Suite 1400, Ft. Worth, Texas 76102 - ----------------------------------------------------- ----------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (817) 877-9955 ITEM 5. OTHER EVENTS The Securities and Exchange Commission (the "SEC") recently issued Regulation G and amended Item 10 of Regulation S-K concerning the use of non-GAAP financial measures. These regulations became effective March 28, 2003. Subsequent to its last fiscal year ended but prior to the effective date of the regulations, Encore Acquisition Company (the "Company") filed a Current Report on Form 8-K (the "Form 8-K") that included a press release containing financial information. In anticipation of the filing of one or more registration statements under the Securities Act of 1933 that will incorporate the Form 8-K by reference, the Company is filing this Current Report on Form 8-K solely for the purpose of conforming certain information included in the Form 8-K to the new SEC requirements. In the press release filed as an exhibit to the Form 8-K, the Company used the following non-GAAP financial measures that were not reconciled: o ADJUSTED EBITDA (ALSO REFERRED TO IN THE PRESS RELEASE AS "CASH FLOW"). Adjusted EBITDA (Cash Flow), as used in the press release, was defined as net income before interest income and expense, income taxes, depletion, depreciation, and amortization, non-cash stock based compensation, bad debt expense, the amortization of the gain related to the mark-to-market write-down of Enron hedges deemed uncollectable (the "Enron Gain"), impairment of oil and natural gas properties, cumulative effect of accounting change, and extraordinary loss from early extinguishment of debt. o NET INCOME BEFORE SPECIAL ITEMS. Net income before special items, as used in the press release, was defined as net income before non-cash stock based compensation, bad debt expense, impairment of oil and natural gas properties, and the cumulative effect of accounting change. The Company does not currently intend to continue releasing Adjusted EBITDA (Cash Flow) or net income before special items. Because Adjusted EBITDA (Cash Flow) and net income before special items exclude some, but not all, items that affect net income and may vary among companies, these non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Adjusted EBITDA (Cash Flow) and net income before special items should not be considered in isolation or as a substitute for net income, operating income, cash flow provided by operating activities or other income or cash flow data prepared in accordance with GAAP or as an indicator of a company's financial performance. In the press release, the Company also used the term "working capital," which is defined as current assets minus current liabilities. In accordance with the provisions of Regulation G, we have included as Exhibit 99.1 a reconciliation of these non-GAAP financial measures to the most directly comparable measurements calculated and presented in accordance with GAAP. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Reconciliation of non-GAAP financial measures 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 thereunto duly authorized. ENCORE ACQUISITION COMPANY Date: July 10, 2003 By: /s/ Morris B. Smith ---------------------------------- Morris B. Smith Chief Financial Officer, Treasurer, Executive Vice President and Principal Financial Officer EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Reconciliation of non-GAAP financial measures
EX-99.1 3 d07334exv99w1.txt RECONCILIATION OF NON-GAAP FINANCIAL MEASURES . . . EXHIBIT 99.1 RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (CASH FLOW) (IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2002 2001 2002 2001 --------- --------- --------- --------- Net income $ 11,336 $ 372 $ 37,685 $ 16,179 Depletion, depreciation, and amortization 8,185 8,226 34,550 31,721 Interest and other 4,364 1,274 12,215 5,995 Non-cash stock based compensation -- -- -- 9,587 Bad debt expense -- 7,005 -- 7,005 Impairment of oil and gas properties -- 2,598 -- 2,598 Amortization of the Enron Gain (1,104) -- (4,416) -- Income tax provision 7,146 228 22,722 16,333 Cumulative effect of accounting change, net of tax -- -- -- 884 Extraordinary loss from early extinguishment of debt, net of tax -- -- 174 -- --------- --------- --------- --------- Adjusted EBITDA (Cash Flow) $ 29,927 $ 19,703 $ 102,930 $ 90,302
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED EBITDA (CASH FLOW) (IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2002 2001 2002 2001 --------- --------- --------- --------- Cash provided by operating activities $ 35,007 $ 17,550 $ 91,509 $ 80,212 Non-cash derivative gain (loss) (63) (284) 1,239 (680) Other non-cash charges (434) (361) (3) (1,718) Loss on disposition of assets (1) (132) (254) (165) Changes in operating assets and liabilities (8,247) 1,539 3,279 4,043 Interest and other 4,364 1,274 12,215 5,995 Amortization of the Enron Gain (1,104) -- (4,416) -- Current income tax provision 405 117 (639) 2,615 --------- --------- --------- --------- Adjusted EBITDA (Cash Flow) $ 29,927 $ 19,703 $ 102,930 $ 90,302
RECONCILIATION OF NET INCOME TO NET INCOME BEFORE SPECIAL ITEMS (IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2002 2001 2002 2001 ------- ------- ------- ------- Net income $11,336 $ 372 $37,685 $16,179 Non-cash stock based compensation -- -- -- 9,587 Bad debt expense, net of taxes of $2,662 -- 4,343 -- 4,343 Impairment of oil and gas properties, net of taxes of $987 -- 1,611 -- 1,611 Cumulative effect of accounting change, net of tax -- -- -- 884 ------- ------- ------- ------- Net income before special items $11,336 $ 6,326 $37,685 $32,604
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