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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
777 Main Street, Suite 1400, Ft. Worth, Texas 76102
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(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
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Morris B. Smith
Chief Financial Officer, Treasurer,
Executive Vice President and
Principal Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Reconciliation of non-GAAP financial measures