-----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, r1tQ1iw/fhgjRigAR+4rDbovooSC4EpQi5xOndbV1wdlxrUAnXsai/kokmMZArWJ TI/7tWFhJ9yLt69tapWMig== 0000950129-94-000346.txt : 19940518 0000950129-94-000346.hdr.sgml : 19940518 ACCESSION NUMBER: 0000950129-94-000346 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940104 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAGULL ENERGY CORP CENTRAL INDEX KEY: 0000320321 STANDARD INDUSTRIAL CLASSIFICATION: 4923 IRS NUMBER: 741764876 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08094 FILM NUMBER: 94525735 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1700 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7139514700 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 8-K/A 1 SEAGULL FORM 8-K/A PERIOD 01-04-94 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 1994 SEAGULL ENERGY CORPORATION ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas ---------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-8094 74-1764876 ----------------------------------- ---------------------------------- (Commission File Number) (IRS Employer Identification No.) 1001 Fannin, Suite 1700, Houston, Texas 77002-6714 ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (713) 951-4700 ---------------------------------------------------------------------------- Registrant's telephone number, including area code Not Applicable ---------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 AMENDMENT NO. 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K dated January 4, 1994 as set forth in the pages attached hereto: Item 7. Financial Statements and Exhibits. (b) Pro Forma Financial Information. The Unaudited Pro Forma Condensed Financial Statements of the Company giving effect to the Seagull Canada Acquisition are hereby amended to read in their entirety as set forth in the attached pages hereto. 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. Date: May 2, 1994 SEAGULL ENERGY CORPORATION By: /s/ Rodney W. Bridges ------------------------------ Rodney W. Bridges Vice President and Controller (Principal Accounting Officer) 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. The Consolidated Financial Statements of Novalta Resources Inc. and Subsidiaries for the years ended December 31, 1993 and 1992 are incorporated by reference herein to Exhibit 2.1 to Amendment No. 1 to the Company's Current Report on Form 8-K dated January 4, 1994. 4 (b) Pro Forma Financial Information. UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS On January 4 1994, an indirect wholly owned subsidiary of Seagull Energy Corporation ("Seagull" or the "Company") acquired all of the outstanding shares of stock (the "Stock") of Novalta Resources Inc. ("Novalta") and an intercompany note (the "Note") from Novalta to its parent, Novacor Petrochemicals Ltd. ("Novacor Petrochemicals"). The Stock and the Note were acquired for a purchase price of approximately $203 million in cash, subject to customary post-closing adjustments (the "Seagull Canada Acquisition"). The economic effective date of the Seagull Canada Acquisition was December 31, 1993 (the "Effective Date"). Effective as of the January 4, 1994 Closing Date, Novalta was amalgamated with one of its subsidiaries along with Seagull Energy Canada Ltd., the indirect subsidiary of Seagull that acquired Novalta. The resulting amalgamated company was named Seagull Energy Canada Ltd. ("Seagull Canada"). The unaudited pro forma condensed balance sheet as of December 31, 1993 and the unaudited pro forma condensed statement of earnings for the year ended December 31, 1993 give effect to the Seagull Canada Acquisition, financed initially under a new $175 million reducing revolving credit facility (the "Canadian Credit Agreement") as well as borrowings under Seagull's amended and restated $475 million revolving credit line (the "Revolver") with a group of major U.S. and international banks. The following unaudited pro forma information has been included as required by the rules of the Securities and Exchange Commission and is provided for comparative purposes only. The unaudited pro forma information presented is based on the respective historical consolidated financial statements of Seagull and Novalta and should be read in conjunction with such financial statements and the related notes thereto. The historical consolidated financial statements of Novalta as presented do not reflect the effect of certain transactions between Novalta and NOVA Corporation of Alberta and its subsidiaries that were completed prior to the closing of the Seagull Canada Acquisition, such as the elimination of intercompany debt balances. The effect of such transactions is reflected in the conforming adjustments to the unaudited pro forma condensed financial statements. The unaudited pro forma information presented does not purport to be indicative of actual results, if the combinations had been in effect on the dates or for the periods indicated, or of future results. All amounts are in U.S. dollars unless otherwise noted. 5 UNAUDITED PRO FORMA CONDENSED BALANCE SHEET December 31, 1993 (dollars in thousands)
Seagull Novalta Energy Resources Conforming Pro Forma Corporation Inc.(E) Adjustments Combined ----------- --------- ----------- --------- ASSETS Current Assets: Cash and cash equivalents..................... $ 5,572 $ 415 $ - $ 5,987 Accounts receivable, net...................... 98,734 11,136 - 109,870 Other......................................... 10,902 688 - 11,590 ----------- -------- --------- ----------- Total Current Assets........................ 115,208 12,239 - 127,447 Property, Plant and Equipment - at cost......... 1,278,701 166,067 (166,067) (A) 1,495,295 216,594 (B) Accumulated Depreciation, Depletion and Amortization.............................. 345,512 69,038 (69,038) (A) 345,512 ----------- -------- --------- ----------- 933,189 97,029 119,565 1,149,783 Other Assets.................................... 69,854 3,145 883 (B) 65,424 (8,458) (C) ----------- -------- --------- ----------- Total Assets.................................... $ 1,118,251 $112,413 $ 111,990 $ 1,342,654 =========== ======== ========= =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable.............................. $ 84,904 $ 7,060 $ - $ 91,964 Current maturities of long-term debt.......... 1,538 - - 1,538 Other......................................... 37,724 746 - 38,470 ----------- -------- --------- ----------- Total Current Liabilities................... 124,166 7,806 - 131,972 Long-Term Debt.................................. 459,787 64,316 (64,316) (D) 653,093 193,306 (C) Other Noncurrent Liabilities.................... 66,785 1,965 (602) (B) 68,148 Deferred Income Taxes........................... 28,134 7,899 (7,899) (D) 50,062 21,928 (B) Shareholders' Equity Seagull Common Stock......................... 3,638 - - 3,638 Novalta Resources Inc. shareholder's equity.. - 30,427 (30,427) (D) - Additional paid-in capital................... 324,192 - - 324,192 Retained earnings............................ 120,713 - - 120,713 Less - note receivable from ESOP............. (6,029) - - (6,029) Less - Seagull Common Stock held in Treasury, at cost.......................... (3,135) - - (3,135) ----------- -------- --------- ----------- Total shareholders' equity.................. 439,379 30,427 (30,427) 439,379 ----------- -------- --------- ----------- Total Liabilities and Shareholders' Equity..... $ 1,118,251 $112,413 $ 111,990 $ 1,342,654 =========== ======== ========= ===========
See Notes to Unaudited Pro Forma Condensed Balance Sheet 6 NOTES TO UNAUDITED PRO FORMA CONDENSED BALANCE SHEET (A) To eliminate Novalta's historical cost of property, plant and equipment and accumulated depreciation, depletion and amortization. (B) To adjust the assets acquired and liabilities assumed in the Seagull Canada Acquisition to reflect the allocation of the estimated purchase price. The adjusted cost of property, plant and equipment was calculated as follows:
(dollars in thousands) Estimated purchase price...................... $ 200,455 Estimated transaction costs................... 1,309 Less - other assets acquired: Current assets............................. (12,239) Other assets............................... (4,028) Plus - liabilities assumed: Current liabilities................... 7,806 Other noncurrent liabilities.......... 1,363 Deferred income taxes................. 21,928 --------- $ 216,594 =========
The purchase price was determined pursuant to arm's length negotiations between the Company and Novacor Petrochemicals, based on the economic effective date of December 31, 1993. The purchase price was based to a large extent on the net present value of natural gas and oil reserves attributable to the properties acquired as a result of the Seagull Canada Acquisition. (C) To record the financing of the Seagull Canada Acquisition, including approximately $193.3 million of borrowings under the Canadian Credit Agreement and the Revolver, a cash deposit of approximately $7.5 million paid in November 1993 and other costs in connection with the acquisition. (D) To eliminate long-term debt, deferred income taxes and shareholder's equity of Novalta. (E) Assets and liabilities of Novalta were translated from Canadian dollars to U.S. dollars using the conversion rate in effect on January 4, 1994 of $0.7553 per Canadian dollar. 7 UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1993 (dollars in thousands except per share amounts)
Seagull Novalta Energy Resources Conforming Pro Forma Corporation Inc.(F) Adjustments Combined ----------- ----------- ----------- ------------ Revenues........................................ $ 377,165 $ 32,358 $ - $ 409,523 Costs of Operations: Operating Costs .............................. 184,620 12,973 399 (A) 197,992 Depreciation, depletion and amortization...... 116,556 9,371 (9,371) (B) 131,772 15,216 (C) ---------- --------- --------- --------- Operating Profit................................ 75,989 10,014 (6,244) 79,759 General and Administrative...................... 11,666 - - 11,666 Interest........................................ 36,753 1,083 (1,083) (B) 48,595 11,842 (D) Interest Income and Other....................... (5,708) (3,102) - (8,810) ---------- --------- --------- --------- Earnings Before Income Taxes.................... 33,278 12,033 (17,003) 28,308 Income Taxes.................................... 6,080 4,650 (4,650) (B) 6,146 66 (E) ---------- --------- --------- --------- Net Earnings.................................... $ 27,198 $ 7,383 $ (12,419) $ 22,162 ========== ========= ========= ========= Earnings Per Share.............................. $ 0.76 $ 0.62 ========== ========= Weighted Average Number of Common Shares Outstanding (in thousands)............. 35,790 35,790 ========== =========
- - ------------------------- See Notes to Unaudited Pro Forma Condensed Statement of Income 8 NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME (A) To adjust general operating expenses to give effect to Seagull's increased personnel, rent, consultation, professional and other expenses expected as a result of the Seagull Canada Acquisition. (B) To eliminate depreciation, depletion and amortization, interest expense and income taxes of Novalta. (C) To adjust depreciation, depletion and amortization to give effect to the Seagull Canada Acquisition. (D) To adjust interest expense to give effect to the Seagull Canada Acquisition initially financed under the Canadian Credit Agreement and the Revolver and the amortization of loan acquisition costs relating to the Canadian Credit Agreement. The pro forma interest expense adjustment was calculated as follows:
(dollars in thousands) Pro forma change in outstanding balance - Canadian Credit Agreement $ 151,938 Estimated average interest rate 5.01% --------- Pro forma interest expense on Canadian Credit Agreement 7,612 Pro forma change in outstanding balance - Revolver 49,826 Estimated average interest rate 5.40% --------- Pro forma interest expense on the increased Revolver 2,689 Pro forma interest expense on historical Revolver due to increased interest rate margin 1,348 Pro forma amortization of loan acquisition costs relating to the Canadian Credit Agreement 193 --------- $ 11,842 =========
9 NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME (E) To adjust income taxes for the items discussed in Notes (A) through (D) above. (F) Revenues, expenses and net income of Novalta were translated using the conversion rate during 1993 of $0.7752 per Canadian dollar (C$). A reconciliation of the net income of Novalta as set forth in the historical financial statements to net earnings provided in the pro forma financial statements is as follows, in thousands except conversion rate: Net income per historical financial statements presented in accordance with U.S. generally accepted accounting principles ............... C$ 9,524 Times average conversion rate........... US$ 0.7752/C$ ------------- Net earnings provided in the pro forma financial statements................. US$ 7,383 ==========
10 (c) Exhibits. None -----END PRIVACY-ENHANCED MESSAGE-----