-----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, R/Oh+1VKaIRJQdcYxher20fuAruFOmC1fuhrvzrbJC1CI7igNmN1pVtkzm8AGPoa v5mTpKqozPlmwVOGHxFgLA== 0000899243-01-501406.txt : 20010830 0000899243-01-501406.hdr.sgml : 20010830 ACCESSION NUMBER: 0000899243-01-501406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010516 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION RESOURCES CORP CENTRAL INDEX KEY: 0000319459 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760437769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09498 FILM NUMBER: 1726003 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET 2: SUITE 1455 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7134953000 MAIL ADDRESS: STREET 1: 1221 LAMAR STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 FORMER COMPANY: FORMER CONFORMED NAME: BELLWETHER EXPLORATION CO DATE OF NAME CHANGE: 19920703 8-K 1 d8k.txt FORM 8-K ================================================================================ 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 MAY 16, 2001 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MISSION RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-09498 76-0437769 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 1331 Lamar, Suite 1455 Houston, Texas 77010 (Address of principal executive offices, including zip code) (713) 650-1025 (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER ITEMS. On May 16, 2001, Mission Resources Corporation (the "REGISTRANT") completed its merger with Bargo Energy Company pursuant to the Agreement and Plan of Merger executed by the parties on January 24, 2001. In May 2001, the Registrant completed the sale of $125.0 million of 10 7/8% Senior Subordinated Notes due 2007 pursuant to a Rule 144A private placement offering. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (B) PRO FORMA FINANCIAL INFORMATION. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL AND OTHER DATA The unaudited pro forma condensed combined statement of operations of Mission Resources for the six month period ended June 30, 2001 give effect, using the purchase method of accounting, to the merger of Bellwether with Bargo and the issuance of $125 million of 10 7/8% senior subordinated notes as if they had occurred at the beginning of the period presented. The unaudited pro forma condensed combined statement of operations also gives effect to Bargo's sale of its Coles Levee California properties and Bargo's February 2001 auction sale of non-core oil and gas properties as if they had occurred at the beginning of the period presented. The unaudited pro forma condensed combined statement of operations is presented based upon the historical consolidated financial statements of Bellwether and Bargo and should be read in conjunction with such financial statements and the related notes thereto. The unaudited pro forma condensed combined statement of operations is based upon assumptions and include adjustments as explained in the notes thereto. The unaudited pro forma condensed combined statement of operations is not necessarily indicative of the financial results that would have occurred had the merger or the offering been effective on and as of the dates indicated and should not be viewed as indicative of future operations.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS OF MISSION RESOURCES CORPORATION SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED) (amounts in thousands, except per share data) Mission Bargo --------------------- ------------------------------------------- Mission Pro Forma Pro Forma Pro Forma Pro Forma REVENUES: Historical Adjustment Adjusted Historical Adjustment Adjusted Adjustments Combined Oil and gas revenues $ 65,718 $ - $65,718 $42,501 $(2,465)(b) $40,036 $ - $105,754 Gas plant revenues 3,123 - 3,123 - - - - 3,123 Interest and other income, including hedge gain 217 - 217 139 - 139 - 356 -------- ------- ------- ------- ------- ------- ---------- -------- 69,058 - 69,058 42,640 (2,465) 40,175 - 109,233 COSTS AND EXPENSES: Production expenses 19,650 - 19,650 15,692 (733)(b) 14,959 - 34,609 Transportation costs 50 - 50 35 - 35 85 Gas plant expenses 1,412 - 1,412 - - - - 1,412 Mining venture costs 866 - 866 866 Depreciation, depletion and - amortization 19,307 - 19,307 4,730 (179)(b) 4,551 (22,990)(c) - - - - 26,691 (d) 27,559 Loss on sale of Ecuador 11,221 - 11,221 - - 11,221 Commodity derivative transactions - - - 1,903 - 1,903 1,903 General and administrative expenses 6,015 - 6,015 3,687 - 3,687 (200)(e) 63 (f) (863)(g) 8,702 Interest expense, including interest rate swap mark to mkt 9,832 - 9,832 1,736 (297)(b) 1,439 6,469 (h) 208 (i) (793)(j) 350 (k) (60)(l) 17,445
Mission Bargo -------------------------------- --------------------------------- Mission Pro Forma Pro Forma Pro Forma Pro Forma REVENUES: Historical Adjustment Adjusted Historical Adjustment Adjusted Adjustments Combined Amortization of goodwill and intangible assets 268 - 268 - - - 847 (m) 1,115 -------- --------- -------- -------- ------- ------- ------- -------- 68,621 - 68,621 27,783 (1,209) 26,574 9,722 104,917 -------- --------- -------- -------- ------- ------- ------- -------- Income (loss) before income taxes 437 - 437 14,857 (1,256) 13,601 (9,722) 4,316 Provision (benefit) for income taxes (@.39%) 48 - 48 6,552 (1,336)(a) 5,216 (3,461)(a) 1,803 -------- --------- -------- -------- ------- ------- ------- -------- NET INCOME FROM CONTINUING OPERATONS 389 - 389 8,305 80 8,385 (6,261) 2,513 REDEEMABLE PREFERRED STOCK DIVIDENDS, INCLUDING ACCRETION - - - (2,363) - (2,363) 2,363 (n) - -------- --------- -------- -------- ------- ------- ------- -------- INCOME FROM CONTINUING OPERATONS ALLOCABLE TO COMMON SHAREHOLDERS* $ 389 - $ 389 $ 5,942 $ 80 $ 6,022 $ (3,898) $ 2,513 ======== ========= ======== ======== ======= ======= ======= ======== Adjusted Net income per share 0.02 0.02 0.11 ======== ======== ======== Adjusted Net income per share diluted 0.02 0.02 0.10 ======== ======== ======== Weighted average common shares outstanding 23,514 23,514 23,514 ======== ======== ======== Weighted average common shares outstanding - diluted 23,951 23,951 23,951 ======== ======== ========
MISSION RESOURCES CORPORATION NOTES TO UNAUDITED PRO FORM CONDENSED COMBINED FINANCIAL STATEMENTS (a) To adjust income taxes for pro forma adjustments for the period presented utilizing the applicable statutory tax rate. (b) To record the following Bargo divestitures as if they had occurred at the beginning of the period presented: a) Coles Levee divestiture (closed January 2001), b) February Action (closed February 2001). (c) To record the reversal of Bargo's and Bellwether's historical depreciation, depletion and amortization expense pertaining to the companies' oil and gas properties and goodwill associated with Bargo's historical acquisitions. (d) To record pro forma depreciation, depletion and amortization on the combined estimated fair value of the depreciable and depletable oil and gas assets of Bellwether and Bargo for the period presented. (e) To adjust fees Mission will be charged in connection with its accounting and technology service agreement with Novistar, net of costs Bargo had paid for similar services with Novistar and another outsource service provider. (f) To record the amortization of the eighteem month non-competition agreement between Mission and the Chairman & Chief Executive Officer of Bargo. (g) Remove from G&A merger related costs paid by Bargo in first quarter 2001, as they are included in the deal costs accrued for proforma purposes. (h) To record interest expense for debt incurred under the revolving credit facility by Mission Resources in connection with the Bargo acquisition and in connection with the issuance of 10 7/8% subordinated notes for the period presented. (i) To record the amortization of Mission's bond issuance costs. Such costs will be amortized over the six-year term of the bonds. (j) To record the reversal Bellwether's and Bargo's historical credit facility cost amortization. (k) To record the amortization of Mission's debt issue costs incurred in connection with the merger for the period presented. The debt issuance costs will be amortized over a period of three years. (l) To record amortization of the bond premium. . (m) To record amortization of goodwill over 20 years associated with the acquisition of Bargo. (n) To record the reversal of Bargo's dividends on preferred stock, as such preferred stock will be converted in the acquisition of Bargo. 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. BELLWETHER EXPLORATION COMPANY Date: August 29, 2001 By: /s/ Ann Kaesermann --------------------- Ann Kaesermann Vice President-- Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----