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Previous: TERRA INDUSTRIES INC, S-3/A, 1994-09-22 |
Next: RODMAN & RENSHAW CAPITAL GROUP INC, 10-K, 1994-09-22 |
<PAGE>
================================================================================
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): September 9, 1994
MAXUS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-8567-2 75-1891531
(Commission File Number) (I.R.S.Employer
Identification No.)
717 North Harwood Street, Dallas, Texas 75201-6594
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 953-2000
================================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 9, 1994, Maxus Energy Corporation sold its geothermal subsidiary,
Thermal Power Company ("TPC"), to Calpine Corporation for $60 million in cash
and a note receivable for $6.5 million payable in three years.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(B) PRO FORMA FINANCIAL INFORMATION.
An unaudited pro forma balance sheet as of June 30, 1994 has been prepared as if
the TPC divestiture had occurred at that date. The effect of other previously
reported divestitures during 1994, which includes the sale of certain producing
oil and gas properties in Maxus' Southern Division owned directly by Maxus and
the sale by Maxus and its subsidiaries of its general partners' interests and
units of limited partnership interests in Diamond Shamrock Offshore Partners
Limited Partnership ("DSP") to affiliates of Burlington Resources Inc., is
reflected in the historical financial data presented in the unaudited pro forma
balance sheet as of June 30, 1994. The unaudited pro forma statements of
operations for the year ended December 31, 1993 and the six months ended June
30, 1994 have been prepared as if all such divestitures had occurred at January
1, 1993 and January 1, 1994, respectively, after giving effect to the pro forma
financial adjustments described in Notes 1 and 2. The pro forma data are not
necessarily indicative of the financial results which would have occurred had
the divestitures been effective on those dates and should not be viewed as
indicative of the financial results of Maxus in future periods.
2
<PAGE>
MAXUS ENERGY CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
NOTE 1 - The accompanying pro forma statements of operations give effect to the
following pro forma adjustments:
(a) The elimination of the operating results before income tax and interest
expense allocation of the divested Southern Division, DSP, and TPC properties
for the year ended December 31, 1993 of $17.5 million and the six months ended
June 30, 1994 of $210.0 million.
(b) The reduction of interest expense of $7.2 million and $3.6 million for the
year ended December 31, 1993 and six months ended June 30, 1994, respectively,
due to the assumed repayment of $123.3 million of long-term debt.
(c) The allocation of U.S. federal income tax expense ($1.7 million for the
year ended December 31, 1993 and $73.4 million for the six months ended June 30,
1994).
(d) The decrease of dividend requirement on preferred stock of $6.1 million and
$3.0 million for the year ended December 31, 1993 and six months ended June 30,
1994, respectively, as a result of early redemption of $62.5 million of
redeemable preferred stock.
NOTE 2 - The accompanying pro forma balance sheet excludes the assets and
liabilities related to the divested TPC properties. For purposes of the pro
forma balance sheet, a June 30, 1994 sale date is assumed.
(a) Assumes the repayment of $26.8 million of long-term debt from the proceeds
of the TPC divestiture.
3
<PAGE>
MAXUS ENERGY CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
June 30, 1994
($ in millions)
<TABLE>
<CAPTION>
Historical
Maxus Pro Forma Adjustments
Energy --------------------- Pro Forma
Corporation Debit Credit Results
----------- ----- ------ ----------
(Note 2) (Note 2)
<S> <C> <C> <C> <C>
Assets
Current Assets
Cash $6.4 $6.4
Cash equivalents 107.9 $33.2 (a) 141.1
Short-term investments 84.9 84.9
Receivables, less doubtful receivables 134.7 134.7
Inventories 29.1 29.1
Restricted cash 45.9 45.9
Deferred income taxes 2.1 2.1
Prepaid expenses 18.0 0.1 17.9
-------- ----- ------ --------
Total current assets 429.0 33.2 0.1 462.1
Investments 111.6 99.1 12.5
Properties and Equipment, less accumulated
depreciation and depletion 1,103.2 7.7 1,095.5
Intangible Assets 36.5 36.5
Restricted Cash 101.1 101.1
Deferred Income Taxes 0.0 8.7 8.7
Deferred Charges 21.9 21.9
-------- ----- ------ --------
$1,803.3 $41.9 $106.9 $1,738.3
======== ===== ====== ========
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of long-term debt $23.9 $23.8 (a) $0.1
Accounts payable 50.4 50.4
Taxes payable 34.2 34.2
Accrued liabilities 111.2 111.2
-------- ----- ------ --------
Total current liabilities 219.7 23.8 0.0 195.9
Long-Term Debt 981.3 3.0 (a) 978.3
Deferred Income Taxes 225.0 26.1 198.9
Other Liabilities 106.9 106.9
Redeemable Preferred Stock - 1,250,000 shares 125.0 125.0
Stockholders' Equity
$2.50 Preferred stock - 3,500,000 shares issued 3.5 3.5
$4.00 Preferred stock - 4,358,658 shares issued 4.4 4.4
Common stock - 134,840,644 shares issued 134.8 134.8
Paid-in capital 1,005.0 1,005.0
Minimum pension liability (24.4) (24.4)
Accumulated deficit (974.8) 12.1 (986.9)
-------- ----- ------ --------
148.5 12.1 0.0 136.4
Treasury stock, at cost - 239,649 shares (3.1) (3.1)
-------- ----- ------ --------
Total Stockholders' Equity 145.4 12.1 0.0 133.3
-------- ----- ------ --------
$1,803.3 $65.0 $0.0 $1,738.3
======== ===== ====== ========
</TABLE>
See notes to unaudited pro forma financial data.
4
<PAGE>
MAXUS ENERGY CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1994
($ in millions, except per share amounts)
<TABLE>
<CAPTION>
Historical
Maxus Pro Forma Adjustments
Energy --------------------- Pro Forma
Corporation Debit Credit Results
----------- ------- ------ ---------
(Note 1)
<S> <C> <C> <C> <C>
Revenues
Sales and operating revenues $354.6 $ 53.5 $ 301.1
Other revenues, net 0.2 3.8 (3.6)
------ ------- ------ -------
354.8 57.3 0.0 297.5
Costs and Expenses
Operating expenses 117.9 $6.5 111.4
Gas purchase costs 75.9 23.9 52.0
Exploration, including exploratory dry holes 17.0 2.6 14.4
Depreciation, depletion and amortization 73.4 15.5 57.9
General and administrative expenses 16.7 16.7
Taxes other than income taxes 7.0 0.7 6.3
Interest and debt expenses 47.4 3.6 (b) 43.8
Restructuring:
Gain on sale of assets (201.9) 202.0 0.1
Restructuring costs 100.9 100.9
------ ------- ------ -------
254.3 202.0 52.8 403.5
------ ------- ------ -------
Income Before Income Taxes 100.5 (259.3) 52.8 (106.0)
Income Taxes 81.6 73.4 (c) 8.2
------ ------- ------ -------
Net Income (Loss) 18.9 (259.3) (20.6) (114.2)
Dividend requirement on Preferred Stock (24.4) 3.0 (d) (21.4)
------ ------- ------ -------
Loss Applicable to Common Shares $ (5.5) $(259.3) $(17.6) $(135.6)
====== ======= ====== =======
Net Loss per Common Share $(0.04) $ (1.01)
====== =======
Average Common Shares Outstanding 134.6 134.6
</TABLE>
See notes to unaudited pro forma financial data.
5
<PAGE>
MAXUS ENERGY CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1993
($ in millions, except per share amounts)
<TABLE>
<CAPTION>
Historical
Maxus Pro Forma Adjustments
Energy --------------------- Pro Forma
Corporation Debit Credit Results
----------- ------- ------ ---------
(Note 1)
<S> <C> <C> <C> <C>
Revenues
Sales and operating revenues $786.7 $ 134.3 $652.4
Settlement of litigation 6.8 6.8
Other revenues, net 13.5 6.8 6.7
------ ------- ------ ------
807.0 141.1 0.0 665.9
Costs and Expenses
Operating expenses 255.6 20.2 235.4
Gas purchase costs 155.6 43.9 111.7
Exploration, including exploratory dry holes 56.8 9.9 46.9
Depreciation, depletion and amortization 153.6 47.7 105.9
General and administrative expenses 34.8 34.8
Taxes other than income taxes 15.9 1.9 14.0
Interest and debt expenses 88.4 7.2 (b) 81.2
------ ------- ------ ------
760.7 0.0 130.8 629.9
------ ------- ------ ------
Income Before Income Taxes, Extraordinary Item
and Cumulative Effect of Change in Accounting Principle 46.3 (141.1) 130.8 36.0
Income Taxes 84.2 1.7 (c) 82.5
------ ------- ------ ------
Net Loss Before Extraordinary Item and Cumulative Effect
of Change in Accounting Principle (37.9) (141.1) 129.1 (46.5)
Extraordinary item, net of tax benefit of $.1 (7.1)
Cumulative effect of change in accounting principle (4.4)
------ ------- ------ ------
Net Loss (49.4) (141.1) 129.1 (46.5)
Dividend requirement on Preferred Stock (41.7) 6.1 (d) (35.6)
------ ------- ------ ------
Loss Applicable to Common Shares $(91.1) $(141.1) $135.2 $(82.1)
====== ======= ====== ======
Net Loss per Common Share Before Extraordinary Item
and Cumulative Effect of Change in Accounting Principle $(0.60) $(0.61)
======
Extraordinary item (0.05)
Cumulative effect of change in accounting principle (0.03)
------
Net Loss per Common Share $(0.68)
======
Average Common Shares Outstanding 133.9 133.9
</TABLE>
See notes to unaudited pro forma financial data.
6
<PAGE>
SIGNATURE
---------
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.
MAXUS ENERGY CORPORATION
By: G. R. Brown
----------------------------------
G. R. Brown
Vice President and Controller
Dated: September 22, 1994
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