SEC 8-K filings with transcript text
Nov 4, 2005
1 d29842e8vkza.txt
Date Of Report (Date Of Earliest Event Reported): August 22, 2005
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation)
0-7406 84-0637348 (Commission File Number) (IRS Employer Identification No.)
One Landmark Square Stamford, Connecticut 06901 (Address of Principal Executive Offices, Including Zip Code)
(203) 358-5700 (Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Amendment No. 1 is being filed as an amendment to the Current Report on Form 8-K of PrimeEnergy Corporation filed with the Securities and Exchange Commission on August 26, 2005. Item 2.01 is herein amended as set forth below. The required financial information is filed herewith as set forth in Item 9.01(b) below.
On August 22, 2005, F-W Oil Exploration L.L.C. ("FWOE"), a subsidiary of the Registrant, contributed and assigned certain oil and gas properties and pipelines, equipment, facilities and fixtures appurtenant thereto, in off-shore Gulf of Mexico (the "Properties") to FWOE Partners L.P. ("Partners"). In exchange for the Properties FWOE received an initial 20% General Partnership interest in Partners and a cash distribution from Partners of $42.9 million, of which $25.2 million was used to repay outstanding bank debt and extinguish liens against the contributed properties.
(b) Pro Forma Consolidated Financial Statements (Unaudited)
Introduction F-1
Pro Forma Consolidated Balance Sheet (Unaudited) June 30, 2005 F-2
Pro Forma Consolidated Income Statement (Unaudited) for the Year Ended December 31, 2004 F-3
Pro Forma Consolidated Income Statement (Unaudited) for the Six Months Ended June 30, 2005 F-4
Notes to Pro Forma Consolidated Financial Statements (Unaudited) F-5
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.
PrimeEnergy Corporation
Date: November 4, 2005 By: /s/ Charles E. Drimal, Jr.
Charles E. Drimal, Jr. Chief Executive Officer and President
The accompanying pro forma consolidated financial statements have been prepared by recording pro forma adjustments to the historical consolidated financial statements of PrimeEnergy Corporation. The pro forma consolidated balance sheet as of June 30, 2005, has been prepared as if the disposition of assets occurred on June 30, 2005. The pro forma consolidated income statement for the year ended December 31, 2004, has been prepared as if the disposition of assets occurred on January 1, 2004. The pro forma consolidated income statement for the six months ended June 30, 2005, has been prepared as if the disposition of assets occurred on January 1, 2005.
These pro forma consolidated financial statements are not necessarily indicative of the financial position or results of operations that would have occurred had the transactions been effected on the assumed dates. Additionally, future results may vary significantly from the results reflected in the pro forma consolidated income statements due to normal production declines, changes in prices, future transactions and other factors. These statements should be read in conjunction with our audited consolidated financial statements and the related notes for the year ended December 31, 2004, included in our 2004 Form 10-K, and our unaudited consolidated financial statements and related notes for the six months ended June 30, 2005, included in our Form 10-Q for the quarter ended June 30, 2005.
F-1
This page provides PrimeEnergy Resources Corporation (PNRG) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on PNRG's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.