-----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, Ozle5pMLmkrh5COzR0OqdvHrNns2b0u3jQJZsnkbE8aT1bpEPi84t+Y0rq9EtTYa Rqe8f8r8az6U1Sh/pFbOsw== 0000927356-00-000081.txt : 20000202 0000927356-00-000081.hdr.sgml : 20000202 ACCESSION NUMBER: 0000927356-00-000081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000107 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 841127613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10389 FILM NUMBER: 510852 BUSINESS ADDRESS: STREET 1: 12200 N PECOS ST CITY: DENVER STATE: CO ZIP: 80234-3439 BUSINESS PHONE: 3034525603 MAIL ADDRESS: STREET 1: 12200 NORTH PECOS ST CITY: DENVER STATE: CO ZIP: 80234 8-K 1 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 Date of Report (Date of earliest event reported) January 21, 2000 ---------------- (January 7, 2000) WESTERN GAS RESOURCES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10389 84-1127613 - --------------------------------- ----------- ------------------ (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 12200 N. Pecos Street Denver, Colorado 80234-3439 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (303) 452-5603 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) No Changes - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report). ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 7, 2000, we sold our 69% working interest in the Black Lake Unit to Exco Resources, Inc. The Black Lake Unit is located in Louisiana and includes a processing and treating facility and an interest in the producing properties serviced by this facility. The Black Lake processing and treating facility consists of a 75 MMcf/D plant with 56 miles of associated gathering. This facility averaged gas throughput volumes of 11 MMcf/D in the nine months ended September 30, 1999. The sales price was $7.8 million, subject to final accounting adjustment. We will realize a pre-tax loss on this sale of approximately $6.5 million in the fourth quarter of 1999. The proceeds received from this transaction were used to reduce outstanding debt. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro Forma Financial Information. The sale of the Black Lake Unit qualifies as the disposition of a significant subsidiary under Rule 11-01 of Regulation S-X. The Pro Forma financial information required to be filed related to this disposition is combined with other transactions that occurred in 1999 which also required Pro Forma presentation. The Pro Forma financial statements reflecting the sales of the Katy Storage Facility and Giddings gas gathering system in April 1999, and the sale of the MiVida treating facility and the issuance of $155.0 million 10% senior subordinated notes in June 1999 were previously filed with the Commission on a Current Report on Form 8-K/A in July 1999 and in a prospectus on Form 424 B3 in October 1999. The accompanying Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 1999 and for the year ended December 31, 1998 give effect to the sale of the Black Lake Unit, along with the sales of Katy, Giddings, MiVida and the issuance of the senior subordinated notes. The Pro Forma Consolidated Balance Sheet as of September 30, 1999 only reflects the sale of the Black Lake Unit. The other transactions were completed prior to this date and are included in the historical financial information as of September 30, 1999. The Pro Forma Consolidated Statements of Operations comprise historical financial data which has been retroactively adjusted to reflect the effect of the above transactions on our historical consolidated statements of operations. The pro forma information assumes that the transactions for which pro forma effects are shown were completed on September 30, 1999 for the Pro Forma Consolidated Balance Sheet and on January 1, 1999 and 1998 for the Pro Forma Consolidated Statements of Operations. Such pro forma information should be read in conjunction with the related historical financial information and is not indicative of the results which would actually have occurred had the transactions been in effect on the dates or for the period indicated or which may occur in the future. PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited) As of September 30, 1999 (Dollars in Thousands)
Black Lake ASSETS Historical Adjustment (4) Pro Forma ------------------------------------------------------ Current Assets: Cash and cash equivalents $ 5,472 $ - $ 5,472 Trade accounts receivable, net 220,069 - 220,069 Product inventory 30,031 - 30,031 Parts inventory 9,952 - 9,952 Other - - ------------------------------------------------------ Total current assets 265,524 - 265,524 Property and equipment: Gas Gathering, processing, storage and transmission 789,353 - 789,353 Oil and gas properties and equipment 153,957 (60,182) 93,775 Construction in progress 47,343 - 47,343 ------------------------------------------------------ 990,653 (60,182) 930,471 Accumulated depreciation, depletion and amortization (297,628) 46,941 (250,687) ------------------------------------------------------ Total property and equipment, net 693,025 (13,241) 679,784 Other Assets: Gas Purchase Contracts 37,390 - 37,390 Other 42,602 - 42,602 ------------------------------------------------------ Total other assets 79,992 - 79,992 ------------------------------------------------------ Total assets $1,038,541 $(13,241) $1,025,300 ====================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 244,253 - $ 244,253 Accrued expenses 26,979 - 26,979
Dividends payable 4,217 - 4,217 ------------------------------------------------------ Total current liabilities 275,449 - 275,449 Long-term debt (senior) 214,333 $ (6,840) 207,493 Long-term debt (subordinated) 155,000 - 155,000 Deferred income taxes payable 38,816 (2,324) 36,492 ------------------------------------------------------ Total liabilities 683,598 (9,164) 674,434 ------------------------------------------------------ Stockholders equity 354,943 (4,077) 350,866 ------------------------------------------------------ ------------------------------------------------------ Total liabilities and stockholders equity $1,038,541 $(13,241) $1,025,300 ======================================================
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) For the nine months ended September 30,1999 (Dollars in Thousands)
Giddings Katy MiVida Historical Adjustment (1) Adjustment(2) Adjustment (3)) ------------------------------------------------------------- Revenues: Sale of gas $1,107,734 $ (9,062) $ - $(2,730) Sale of natural gas liquids 237,514 (2,967) - (13) Processing, transportation and storage revenue 36,118 (996) (3,518) (605) Other, net (11,844) 6,605 16,659 (1,187) ------------------------------------------------------------- Total Revenues 1,369,522 (6,420) 13,141 (4,535) Costs and expenses: Product purchases 1,251,424 (10,797) (18) (2,481) Plant operating expense 50,615 (1,179) (470) (540) Oil and gas exploration and production costs 6,029 - - - Depreciation, depletion and amortization 37,850 (36) (1,127) (323) Selling and Administrative expense 21,711 - - - Interest expense 25,118 (1,863) (5,779) (621) ------------------------------------------------------------- Total costs and expenses 1,392,747 (13,875) (7,394) (3,965) ------------------------------------------------------------- Income(loss) before income taxes (23,225) 7,455 20,535 (570) Provision (benefit) for income taxes (8,450) 2,684 7,393 (205) ------------------------------------------------------------- Net income(loss) before extraordinary items (14,775) 4,771 13,142 (365) ============================================================= Extraordinary charge for early extinguishment of debt net of (1,107) - - - tax benefit ------------------------------------------------------------- Net Income (loss) (15,882) 4,771 13,142 (365) Black Lake Debt justment (4) Adjustment(5) Pro Forma ------------------------------------------ Revenues: Sale of gas $(2,260) $ - $1,093,682 Sale of natural gas liquids (1,599) - 232,935 Processing, transportation and storage revenue - - 30,999 - Other, net (339) - 9,894 ------------------------------------------ Total Revenues (4,198) - 1,367,510 Costs and expenses: Product purchases - - 1,238,128 Plant operating expense (1,491) - 46,935 Oil and gas exploration and production costs (355) - 5,674 Depreciation, depletion and amortization (2,920) - 33,444 Selling and Administrative expense - - 21,711 Interest expense (354) 3,993 20,494 ------------------------------------------ Total costs and expenses (5,120) 3,993 1,366,386 ------------------------------------------ Income(loss) before income taxes 922 (3,993) 1,124 Provision (benefit) for income taxes 332 (1,437) 317 ------------------------------------------ Net income(loss) before extraordinary items 590 (2,556) 807 ========================================== Extraordinary charge for early extinguishment of debt net of tax benefit - 1,107 - ------------------------------------------ Net Income (loss) 590 (1,449) 807
Preferred stock requirements 7,829 7,829 ------------------------------------------------------------------------------- Income (loss) attributable to common stock $ (23,711) $ 4,771 $13,142 $(365) 590 $(1,449) $ (7,022) =============================================================================== Earnings (loss) per share of common stock (6) $ (0.74) $ (0.22) ============= ========= ======
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) For the year ended December 31,1998 (Dollars in Thousands)
Giddings Katy MiVida Historical Adjustment (1) Adjustment (2) Adjustment (3) -------------------------------------------------------------- Revenues Sale of gas $1,611,521 $(38,859) $ - $(4,188) Sale of natural gas liquids 449,696 (8,134) - (28) Processing, transportation and storage revenue 44,743 (193) (15,980) (2,360) Sale of electric power 20 - - - Other, net 27,586 - - - ------------------------------------------------------------ Total Revenues 2,133,566 (47,186) (15,980) (6,576) Costs and expenses: Product purchases 1,914,303 (40,540) (426) (3,664) Plant operating expense 85,353 (4,485) (6,429) (1,654) Oil and gas exploration and production costs 7,996 - - - Depreciation, depletion and amortization 59,346 (3,330) (3,620) (765) Selling and Administrative expense 30,128 - - - Interest expense 33,616 (2,232) (6,924) (744) Loss on the impairment of property and equipment 108,447 - - - ------------------------------------------------------------ Total costs and expenses 2,239,189 (50,587) (17,399) (6,827) ------------------------------------------------------------ Income(loss) before income taxes (105,623) 3,401 1,419 251 Provision (benefit) for income taxes (38,418) 1,224 511 90 ------------------------------------------------------------ Net income(loss) (67,205) 2,177 908 161 ============================================================ ------------------------------------------------------------ Preferred stock requirements 10,439 - - - ------------------------------------------------------------ Black Lake Debt Pro Forma Adjustment (4) Adjustments (5) ------------------------------------------------------ Revenues Sale of gas $ (3,735) $ - $1,564,739 Sale of natural gas liquids (2,335) - 439,199 Processing, transportation and storage revenue (435) - 25,775 Sale of electric power - - 20 Other, net - - 27,586 ---------------------------------------------------- Total Revenues (6,505) - 2,057,319 Costs and expenses: Product purchases 1,869,673 Plant operating expense (2,441) - 70,344 Oil and gas exploration and production costs (534) - 7,462 Depreciation, depletion and amortization (3,700) - 47,931 Selling and Administrative expense - - 30,128 Interest expense (424) 5,324 28,616 Loss on the impairment of property and equipment (28,846) - 79,601 ---------------------------------------------------- Total costs and expenses (35,945) 5,324 2,133,755 ---------------------------------------------------- Income(loss) before income taxes 29,440 (5,324) (76,436) Provision (benefit) for income taxes 10,598 (1,917) (27,912) ---------------------------------------------------- Net income(loss) 18,842 (3,407) (48,524) ==================================================== Preferred stock requirements - - 10,439 ----------------------------------------------------
Income (loss) attributable to common stock $ (77,644) $ 2,177 $ 908 $ 161 ============================================================ Earnings (loss) per share of common stock (6) $ (2.42) ============
Income (loss) attributable to common stock $ 18,842 $ (3,407) $(58,963) ============================================================ Earnings (loss) per share of common stock (6) $ (1.83) ======== ======== =======
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (1) The actual results of operations achieved by the Giddings facility during the year ended December 31, 1998 and the nine months ended September 30, 1999 are reversed to reflect the sale of this asset as if the sale had occurred on January 1, 1998 and 1999 for the statements of operations. The proceeds received from the sale of this facility of $36.0 million were used to reduce long-term debt and interest expense at our weighted average interest rate on the Revolving Credit Facility of 6.2% for the year ended December 31, 1998 and 6.9% for the nine months ended September 30, 1999, respectively. The pre-tax loss of approximately $6.6 million recognized on this transaction is reversed as a non- continuing item in the nine months ended September 30, 1999. (2) The actual results of operations achieved by the Katy facility during the year ended December 31, 1998 and the nine months ended September 30, 1999 are reversed to reflect the sale of this asset as if the sale had occurred on January 1, 1998 and 1999 for the statements of operations. The Katy facility was sold for gross proceeds of $100.0 million. In conjunction with this sale, we sold approximately 5.1 Bcf of stored gas in the Katy facility for approximately $11.7 million which approximated our cost of the inventory. The combined proceeds received from the sale of this facility and the inventory were used to reduce long-term debt and interest expense at our weighted average interest rate on the Revolving Credit Facility of 6.2% for the year ended December 31, 1998 and 6.9% for the nine months ended September 30, 1999, respectively. The pre- tax loss of approximately $16.6 million recognized on this transaction is reversed as a non-continuing item in the nine months ended September 30, 1999. (3) The actual results of operations achieved by the MiVida facility during the year ended December 31, 1998 and the nine months ended September 30, 1999 are reversed to reflect the sale of this asset as if the sale had occurred on January 1, 1998 and 1999 for the statements of operations. The proceeds received from the sale of this facility of $12.0 million were used to reduce long-term debt and interest expense at our weighted average interest rate on the Revolving Credit Facility of 6.2% for the year ended December 31, 1998 and 6.9% for the nine months ended September 30, 1999, respectively. The pre-tax gain of approximately $1.2 million recognized on this transaction is reversed as a non- continuing item in the nine months ended September 30, 1999. (4) The actual results of operations achieved by the Black Lake Unit during the year ended December 31, 1998 and the nine months ended September 30, 1999 are reversed to reflect the sale of this asset as if the sale had occurred on January 1, 1998 and 1999 for the statements of operations. The sale of the Black Lake Unit for gross proceeds of $7.8 million is assumed to result in a net after-tax loss of approximately $4.1 million, subject to final accounting adjustment, in the fourth quarter of 1999. This loss is reflected as a reduction of equity on the Pro Forma Consolidated Balance Sheet only as it is a non-continuing item. The proceeds received from the sale of this facility were used to reduce long-term debt and interest expense at our weighted average interest rate on the Revolving Credit Facility of 6.2% for the year ended December 31, 1998 and 6.9% for the nine months ended September 30, 1999, respectively. (5) The net proceeds of the sale of $155.0 million aggregate principal amount of senior subordinated notes maturing in 2009 ("Notes") of $150.0 million were used in part to repay $33.3 million of indebtedness under the Master Shelf agreement. The pro formas assume the sale of the Notes had occurred on January 1, 1998 and 1999 for the statements of operations and reflect interest on the Notes at the rate of 10% per annum. In connection with the prepayment of the indebtedness under the Master Shelf, we incurred an after-tax extraordinary loss on the early extinguishment of debt of approximately $1.1 million. This loss is reversed as a non-continuing adjustment in the nine months ended September 30, 1999. The remaining proceeds from the offering of Notes of $114.9 million were used to repay a portion of the outstanding indebtedness under the Revolving Credit Facility. (6) The weighted average shares of common stock outstanding for the nine months ended September 30, 1999 and the year ended December 31, 1998 were 32,148,699 and 32,147,354, respectively. 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. WESTERN GAS RESOURCES, INC. --------------------------- (Registrant) Date: January 21, 2000 By: /S/ WILLIAM J. KRYSIAK ---------------------- William J. Krysiak Vice President - Finance (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----