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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
October 11, 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
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<PAGE>
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 as if that
transaction occurred on 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<PAGE>
SHEFFIELD EXPLORATION COMPANY, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
Year Ended June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
-------------- ------------------- -------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 44,000 $ 3,281,000<F1><F2> $ 3,325,000
Assets held for sale 4,144,000 (4,068,000)<F1> 76,000
Deferred income taxes, net 670,000 (670,000)<F1> --
Other current assets 1,474,000 (238,000)<F1> 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)<F1><F2> $ 1,100,000
LONG-TERM DEBT, net of current portion 1,374,000 (1,274,000)<F2> 100,000
STOCKHOLDERS' EQUITY 6,477,000 664,000 7,141,000
----------- ------------------ -----------
$10,036,000 $(1,695,000) $ 8,341,000
=========== ================== ===========
Pro forma adjustments:
<FN>
<F1> To reflect asset sale.
<F2> To reflect pay down of bank debt.
</TABLE>
3<PAGE>
SHEFFIELD EXPLORATION COMPANY, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
-------------- ------------------- -------------
<S> <C> <C> <C>
Revenues
Gas processing, gathering and storage assets $ 6,972,000 $(5,217,000)<F1> $ 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)<F1> 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)<F1> 198,000
Oil and gas properties 356,000 356,000
Other 47,000 (36,000)<F1> 11,000
Impairments:
Unproved properties 91,000 91,000
Proved properties 978,000 978,000
General and administrative, net 718,000 117,000 <F1> 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) (212,000)<F1><F2> (224,000)
Gain on asset (9,000) (1,100,000)<F1> (1,109,000)
Interest expense 197,000 (188,000)<F3> 9,000
----------- ------------------ -----------
176,000 (1,500,000) (1,324,000)
----------- ------------------ -----------
(Loss) before income taxes (1,278,000) 1,240,000 (38,000)
Provision for income taxes -- 670,000 <F1><F4> 670,000
----------- ------------------ -----------
NET (LOSS) $(1,278,000) $ 570,000 $ (708,000)
=========== ================== ===========
Net (loss) per share $ (0.38) $ (0.21)
=========== ===========
Weighted average common shares outstanding 3,327,672 3,327,672
=========== ===========
Pro forma adjustments:
<FN>
<F1> To reflect asset sale.
<F2> To reflect interest income from investment of asset sales proceeds.
<F3> To reflect reduction in interest expense resulting from lower loan balance.
<F4> Represents reduction of net deferred tax asset; a noncash expense.
</TABLE>
4<PAGE>
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: October 11, 1995 By: /s/ David L. Milanesi
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David L. Milanesi
Treasurer, Principal Financial and
Accounting Officer
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