Attached files
file | filename |
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8-K - FORM 8-K - GOODRICH PETROLEUM CORP | h78453e8vk.htm |
EX-2.1 - EX-2.1 - GOODRICH PETROLEUM CORP | h78453exv2w1.htm |
EX-99.1 - EX-99.1 - GOODRICH PETROLEUM CORP | h78453exv99w1.htm |
Exhibit 99.2
GOODRICH
PETROLEUM CORPORATION
Introduction to the Unaudited Pro Forma Financial Statements
Introduction to the Unaudited Pro Forma Financial Statements
The following unaudited pro forma financial information is presented to illustrate the effect of Goodrich
Petroleum Corporations (the Company)
December 30, 2010 sale of non-core properties in the East Texas and
Northwest Louisiana operating area on its historical financial position and operating results. The unaudited pro
forma balance sheet as of September 30, 2010 is based on the historical statements of the Company as of
September 30, 2010 after giving effect to the transaction as if it had occurred on September 30, 2010. The unaudited
pro forma statements of operations for the nine months ended September 30, 2010 and the fiscal year ended
December 31, 2009 are based on the historical financial statements of the Company for such periods after giving
effect to the transaction as if it had occurred on January 1, 2009. The unaudited pro forma financial information
should be read in conjunction with the Companys historical consolidated financial statements and notes thereto
contained in the Companys 2009 Annual Report on Form 10-K, filed on February 26, 2010, and Form 10-Q for the
quarter ended September 30, 2010, filed on November 4, 2010.
The preparation of the unaudited pro forma consolidated financial information is based on financial
statements prepared in accordance with accounting principles generally accepted in the United States of America.
These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and
expenses. Actual results could differ from those estimates.
The unaudited pro forma consolidated financial information is provided for illustrative purposes only and
does not purport to represent what the actual results of operations or the financial position of the Company would
have been had the transactions occurred on the respective dates assumed, nor is it necessarily indicative of the
Companys future operating results or financial position. However, the pro forma adjustments reflected in the
accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the
Companys management believes to be reasonable.
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2010
(In Thousands)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2010
(In Thousands)
As Reported | Adjustments | As Adjusted | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 12,565 | $ | 65,204 | (1) | $ | 77,769 | |||||
Fair value of natural gas derivatives |
27,352 | | 27,352 | |||||||||
Other current assets |
47,939 | (2,528 | )(2) | 45,411 | ||||||||
Total current assets |
87,856 | 62,676 | 150,532 | |||||||||
Property and equipment |
||||||||||||
Total property and equipmant |
1,537,685 | (407,007 | )(3) | 1,130,678 | ||||||||
Less: Accumulated depletion, depreciation and amortization |
(984,854 | ) | 334,415 | (4) | (650,439 | ) | ||||||
Net property and equipment |
552,831 | (72,592 | ) | 480,239 | ||||||||
Other assets: |
||||||||||||
Fair value of natural gas derivatives |
20,069 | | 20,069 | |||||||||
Other assets |
13,637 | | 13,637 | |||||||||
Total other assets |
33,706 | | 33,706 | |||||||||
TOTAL ASSETS |
$ | 674,393 | $ | (9,916 | ) | $ | 664,477 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
Total current liabilities |
$ | 103,182 | $ | (5,974 | )(5) | $ | 97,208 | |||||
Long-term debt |
342,063 | | 342,063 | |||||||||
Accrued abandonment cost |
13,894 | (3,576 | )(6) | 10,318 | ||||||||
TOTAL LIABILITIES |
459,139 | (9,550 | ) | 449,589 | ||||||||
STOCKHOLDERS EQUITY: |
||||||||||||
Preferred stock: Series B convertible preferred stock, $1.00 |
2,250 | | 2,250 | |||||||||
Common stock: $0.20 par value |
7,188 | | 7,188 | |||||||||
Treasury stock |
(27 | ) | | (27 | ) | |||||||
Additional paid in capital |
642,149 | | 642,149 | |||||||||
Accumulated deficit |
(436,306 | ) | (366 | ) | (436,672 | ) | ||||||
Total stockholders equity |
215,254 | (366 | ) | 214,888 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 674,393 | $ | (9,916 | ) | $ | 664,477 | |||||
Notes:
(1) | To adjust cash for the estimated receipt of proceeds from the sale of oil and gas properties. | |
(2) | To eliminate accrued revenue receivable and capital cash calls. | |
(3) | To eliminate historical cost of assets sold. | |
(4) | To eliminate accumulated depletion, depreciation and amortization of assets sold. | |
(5) | To eliminate accrual for employee bonuses and other operating expenses, and current portion of asset retirement obligation and revenue suspense related to assets sold. | |
(6) | To eliminate non-current portion of asset retirement obligation related to assets sold. |
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2010
(In Thousands, Except Per Share Amounts)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2010
(In Thousands, Except Per Share Amounts)
As Reported | Adjustments | As Adjusted | ||||||||||
TOTAL REVENUES |
$ | 112,041 | $ | (19,186 | )(1) | $ | 92,855 | |||||
OPERATING EXPENSES: |
||||||||||||
Lease operating expense |
19,841 | (7,317 | )(1) | 12,524 | ||||||||
Production and other taxes |
2,017 | (230 | )(1) | 1,787 | ||||||||
Transportation |
7,619 | (1,640 | )(1) | 5,979 | ||||||||
Depreciation, depletion and amortization |
84,638 | (11,968 | )(2) | 72,670 | ||||||||
Exploration |
7,639 | (479 | )(1) | 7,160 | ||||||||
Impairment of oil and gas properties |
223,304 | (16,028 | )(3) | 207,276 | ||||||||
General and administrative |
23,722 | | 23,722 | |||||||||
Other |
4,268 | | 4,268 | |||||||||
373,048 | (37,662 | ) | 335,386 | |||||||||
Operating loss |
(261,007 | ) | 18,476 | (242,531 | ) | |||||||
OTHER INCOME (EXPENSE): |
||||||||||||
Interest expense |
(27,469 | ) | | (27,469 | ) | |||||||
Interest income and other |
117 | | 117 | |||||||||
Gain on derivatives not designated as hedges |
57,543 | | 57,543 | |||||||||
30,191 | | 30,191 | ||||||||||
Loss before income taxes |
(230,816 | ) | 18,476 | (212,340 | ) | |||||||
Income tax benefit |
| 6,467 | (4) | 6,467 | ||||||||
Net loss |
$ | (230,816 | ) | $ | 12,009 | $ | (218,807 | ) | ||||
Preferred stock dividends |
4,535 | | 4,535 | |||||||||
Loss applicable to common stock |
$ | (235,351 | ) | $ | 12,009 | $ | (223,342 | ) | ||||
PER COMMON SHARE |
||||||||||||
Net gain (loss) applicable to common stock basic |
$ | (6.56 | ) | $ | (6.22 | ) | ||||||
Net gain(loss) applicable to common stock diluted |
$ | (6.56 | ) | $ | (6.22 | ) | ||||||
Weighted average common shares outstanding basic |
35,904 | 35,904 | ||||||||||
Weighted average common shares outstanding diluted |
35,904 | 35,904 |
Notes
(1) | To eliminate the revenues and direct operating expense for assets sold. | |
(2) | To adjust historical depletion expense associated with oil and gas properties as if the sale of assets had occurred on January 1, 2009. | |
(3) | To eliminate the impairment for assets sold. | |
(4) | To adjust income tax benefit at the federal statutory rate of 35%. |
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For Year Ended December 31, 2009
(In Thousands, Except Per Share Amounts)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For Year Ended December 31, 2009
(In Thousands, Except Per Share Amounts)
As Reported | Adjustments | As Adjusted | ||||||||||
TOTAL REVENUES |
$ | 110,426 | $ | (33,177 | )(1) | $ | 77,249 | |||||
OPERATING EXPENSES: |
||||||||||||
Lease operating expense |
30,188 | (11,720 | )(1) | 18,468 | ||||||||
Production and other taxes |
4,317 | (1,938 | )(1) | 2,379 | ||||||||
Transportation |
9,459 | (3,610 | )(1) | 5,849 | ||||||||
Depreciation, depletion and amortization |
160,361 | (53,147 | )(2) | 107,214 | ||||||||
Exploration |
9,292 | (1,424 | )(1) | 7,868 | ||||||||
Impairment of oil and gas properties |
208,905 | (174,197 | )(3) | 34,708 | ||||||||
General and administrative |
27,923 | | 27,923 | |||||||||
Gain on sale of assets |
(297 | ) | | (297 | ) | |||||||
450,148 | (246,036 | ) | 204,112 | |||||||||
Operating income (loss) |
(339,722 | ) | 212,859 | (126,863 | ) | |||||||
OTHER INCOME (EXPENSE): |
||||||||||||
Interest expense |
(26,148 | ) | | (26,148 | ) | |||||||
Interest income |
433 | | 433 | |||||||||
Gain on derivatives not designated as hedges |
47,115 | | 47,115 | |||||||||
21,400 | | 21,400 | ||||||||||
Income (loss) from continuing operations before income taxes |
(318,322 | ) | 212,859 | (105,463 | ) | |||||||
Income tax benefit (expense) |
67,311 | (74,501 | )(4) | (7,190 | ) | |||||||
Loss from continuing operations |
$ | (251,011 | ) | $ | 138,358 | $ | (112,653 | ) | ||||
DISCONTINUED
OPERATIONS |
||||||||||||
Income on discontinued operations, net of tax |
25 | | 25 | |||||||||
25 | | 25 | ||||||||||
Net loss |
(250,986 | ) | 138,358 | (112,628 | ) | |||||||
Preferred stock dividends |
6,047 | | 6,047 | |||||||||
Net loss applicable to common stock |
$ | (257,033 | ) | $ | 138,358 | $ | (118,675 | ) | ||||
PER COMMON
SHARE |
||||||||||||
Loss from continuing operations basic |
$ | (7.00 | ) | | $ | (3.14 | ) | |||||
Loss from continuing operations diluted |
$ | (7.00 | ) | | $ | (3.14 | ) | |||||
Income on discontinued operations, net of tax basic |
$ | | $ | | ||||||||
Income on discontinued operations, net of tax diluted |
$ | | $ | | ||||||||
Net loss
applicable to common stock basic |
$ | (7.17 | ) | $ | (3.31 | ) | ||||||
Net loss applicable to common stock diluted |
$ | (7.17 | ) | $ | (3.31 | ) | ||||||
Weighted average common shares outstanding basic |
35,866 | 35,866 | ||||||||||
Weighted average common shares outstanding diluted |
35,866 | 35,866 |
Notes
(1) | To eliminate the revenues and direct operating expense for assets sold. | |
(2) | To adjust historical depletion expense associated with oil and gas properties as if the sale of assets had occurred on January 1, 2009. | |
(3) | To eliminate the impairment for assets sold. | |
(4) | To eliminate income tax expense at the federal statutory rate of 35%. |