-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ks6gjC9V8OEUBkLks5TJ/SRGA5Op3HWI5dQivcOeGB/3RCehhv5RR76VIaxkutie C+RUEUvJzHDWqowcNIfvRg== 0000798949-95-000003.txt : 19950613 0000798949-95-000003.hdr.sgml : 19950613 ACCESSION NUMBER: 0000798949-95-000003 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941215 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950224 SROS: NASD SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIT CORP CENTRAL INDEX KEY: 0000798949 STANDARD INDUSTRIAL CLASSIFICATION: 1381 IRS NUMBER: 731283193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09260 FILM NUMBER: 95514842 BUSINESS ADDRESS: STREET 1: 1000 KENSINGTON CENTRE STREET 2: 7130 SOUTH LEWIS CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184937700 8-K/A 1 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 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. 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 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 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 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 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 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 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 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 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 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 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 P-7 -----END PRIVACY-ENHANCED MESSAGE-----