-----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, FcnGC9GqmOuHSrOZNUas9EKa4ZVpX1fx+xmIEQDs2Wwa8fjXZPi4f/ABN1ZhaiCb rGNcmWYoox9mPzYKSayz+A== 0000932384-96-000095.txt : 19960503 0000932384-96-000095.hdr.sgml : 19960503 ACCESSION NUMBER: 0000932384-96-000095 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951002 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19960502 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD EXPLORATION CO INC CENTRAL INDEX KEY: 0000755199 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 061052062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13201 FILM NUMBER: 96555614 BUSINESS ADDRESS: STREET 1: 1801 BROADWAY STE 600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032961908 MAIL ADDRESS: STREET 1: 1801 BROADWAY SUITE 600 CITY: DENVER STATE: CO ZIP: 80202 8-K/A 1 ====================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: October 2, 1995 Commission File Number 0-13201 ____________________ SHEFFIELD EXPLORATION COMPANY, INC. (Exact name of Registrant as specified in its Charter) Delaware IRS ID #06-1052062 (State of Jurisdiction) (IRS Employer Identification No.) 1801 Broadway, Suite 600 Denver, Colorado 80202 (Address of principal executive offices) Registrant's telephone number, including area code: (303) 296-1908 ====================================================================== ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On September 25, 1995, Sheffield Exploration Company, Inc. (the "Company") entered into an agreement (the "Agreement") to sell its Oklahoma and Kansas gas gathering, processing and storage assets to NGC Energy Resources, Limited Partnership, a Delaware limited partnership ("NGC"), for a pre-adjustment price of $5.5 million. The Agreement provides for the Company to operate the assets until a date agreed upon by the Company and NGC. In return, the Company will be reimbursed for its operating expenses, receive a management fee and retain all proceeds from the sale of gas from the Konold gas storage facility through September 30, 1995 to the extent such sales did not reduce the amount of gas in storage below 150,000 mmbtu. The effective date of the transaction was July 1, 1995. At closing on October 2, 1995, the Company received cash of approximately $5.3 million; a post-closing adjustment will occur within 180 days of closing in order to reconcile the expenses, fees, taxes and receivables paid by or owed to either the Company or NGC. The Company, which will recognize a gain on the transaction of approximately $1.1 million during the quarter ending December 31, 1995 (the second quarter of its fiscal year), used the proceeds to reduce its bank debt to a minimal amount. After payment of the debt, the Company had a cash balance in excess of $3 million. ITEM 3. FINANCIAL STATEMENTS AND EXHIBITS a-b Financial information Proforma balance sheet as of June 30, 1995 Proforma statement of operations for the 12 months ended June 30, 1995 c. Exhibits Purchase and Sale Agreement dated September 25, 1995 between The Company, Sheffield Gas Processors, Inc., Republic Natural Gas Company and NGC Energy Resources, Limited Partnership. Incorporated by reference to Sheffield Exploration Company, Inc. (S.E.C. File No. 0-13201) Form 10-K dated October 2, 1995. PROFORMA FINANCIAL STATEMENTS The accompanying unaudited proforma financial statements are provided to illustrate the effects of the Company's sale of its Kansas and Oklahoma gas processing, gathering and storage assets. For purposes of the Proforma Consolidated Balance Sheet, the transaction is deemed to have occurred June 30, 1995; for the Proforma Statement of Operations, the transaction is deemed to have occurred July 1, 1994. The proforma adjustments included in the accompanying proforma financial statements are based on assumptions and estimates and are not necessarily indicative of the financial position or the results of operations of the Company as they may be in the future or as they may have been had the sale actually occurred on July 1, 1994. 2 SHEFFIELD EXPLORATION COMPANY, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEETS Year Ended June 30, 1995 (Unaudited)
Historical Adjustments Pro Forma -------------- ------------------- ------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 44,000 $ 3,281,000 $ 3,325,000 Assets held for sale 4,144,000 (4,068,000) 76,000 Deferred income taxes, net 670,000 (670,000) -- Other current assets 1,474,000 (238,000) 1,236,000 ----------- ------------------ ----------- 6,332,000 (1,695,000) 4,637,000 PROPERTY AND EQUIPMENT Property and equipment 7,077,000 7,077,000 Accumulated depreciation, depletion and amortization and impairment (3,800,000) (3,800,000) ----------- ------------------ ----------- 3,277,000 3,277,000 Deferred income taxes, net 321,000 321,000 Other assets 106,000 106,000 ----------- ------------------ ----------- $10,036,000 $(1,695,000) $ 8,341,000 =========== ================== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES $ 2,185,000 (1,085,000) $ 1,100,000 LONG-TERM DEBT, net of current portion 1,374,000 (1,274,000) 100,000 STOCKHOLDERS' EQUITY 6,477,000 664,000 7,141,000 ----------- ------------------ ----------- $10,036,000 $(1,695,000) $ 8,341,000 =========== ================== =========== Pro forma adjustments: To reflect asset sale. To reflect pay down of bank debt.
3 SHEFFIELD EXPLORATION COMPANY, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended June 30, 1995 (Unaudited)
Historical Adjustments Pro Forma -------------- ------------------- ------------- Revenues Gas processing, gathering and storage assets $ 6,972,000 $(5,217,000) $ 1,755,000 Oil and gas sales 1,157,000 1,157,000 ----------- ------------------ ----------- Total revenues 8,129,000 (5,217,000) 2,912,000 Expenses Gas processing and gathering 5,992,000 (4,756,000) 1,236,000 Operation of producing properties 386,000 386,000 Production taxes 115,000 115,000 Dry holes and abandonments 11,000 11,000 Exploration 44,000 44,000 Depreciation, depletion and amortization: Gas processing, gathering and storage assets 480,000 (282,000) 198,000 Oil and gas properties 356,000 356,000 Other 47,000 (36,000) 11,000 Impairments: Unproved properties 91,000 91,000 Proved properties 978,000 978,000 General and administrative, net 718,000 117,000 835,000 Other, net 13,000 13,000 ----------- ------------------ ----------- Total expenses 9,231,000 (4,957,000) 4,274,000 ----------- ------------------ ----------- Operating (loss) (1,102,000) (260,000) (1,362,000) ----------- ------------------ ----------- Other expense (income) Interest income and other (12,000) (12,000) Gain on asset sales (9,000) (9,000) Interest expense 197,000 (188,000) 9,000 ----------- ------------------ ----------- 176,000 (188,000) (12,000) ----------- ------------------ ----------- (Loss) before income taxes (1,278,000) (72,000) (1,350,000) Provision for income taxes -- 670,000 670,000 ----------- ------------------ ----------- NET (LOSS) $(1,278,000) $ (742,000) $(2,020,000) =========== ================== =========== Net (loss) per share $ (0.38) $ (0.61) =========== =========== Weighted average common shares outstanding 3,327,672 3,327,672 =========== =========== Pro forma adjustments: To reflect asset sale. The $1.1 million October 1995 gain on the asset sale is not reflected in the above statement since such gain is a nonrecurring item directly attributable to the asset sale. To reflect reduction in interest expense resulting from lower loan balance. Represents reduction of net deferred tax asset; a noncash expense.
4 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SHEFFIELD EXPLORATION COMPANY, INC. Date: May 2, 1996 By: David L. Milanesi ------------------------------------- David L. Milanesi Treasurer, Principal Financial and Accounting Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----