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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - PETROHAWK ENERGY CORPa11-23102_18k.htm

Exhibit 99.1

 

Petrohawk Energy Corporation

Unaudited Pro Forma Consolidated Balance Sheet

(In thousands)

 

 

 

June 30, 2011

 

 

 

Historical

 

KinderHawk
Adjustments

 

Pro Forma

 

Current assets:

 

 

 

 

 

 

 

Cash

 

$

1,655

 

$

188,750

(1)

$

190,405

 

Accounts receivable

 

468,270

 

 

468,270

 

Receivables from derivative contracts

 

154,308

 

 

154,308

 

Prepaids and other

 

50,054

 

 

50,054

 

Total current assets

 

674,287

 

188,750

 

863,037

 

Oil and natural gas properties (full cost method):

 

 

 

 

 

 

 

Evaluated

 

9,152,679

 

 

9,152,679

 

Unevaluated

 

2,494,353

 

 

2,494,353

 

Gross oil and natural gas properties

 

11,647,032

 

 

11,647,032

 

Less - accumulated depletion

 

(5,117,172

)

 

(5,117,172

)

Net oil and natural gas properties

 

6,529,860

 

 

6,529,860

 

Other operating property and equipment:

 

 

 

 

 

 

 

Gas gathering systems and equipment

 

280,858

 

 

280,858

 

Other operating assets

 

71,021

 

 

71,021

 

Gross other operating property and equipment

 

351,879

 

 

351,879

 

Less - accumulated depreciation

 

(25,757

)

 

(25,757

)

Net other operating property and equipment

 

326,122

 

 

326,122

 

Other noncurrent assets:

 

 

 

 

 

 

 

Goodwill

 

932,802

 

 

932,802

 

Other intangible assets, net of amortization

 

83,816

 

 

83,816

 

Debt issuance costs, net of amortization

 

64,926

 

 

64,926

 

Deferred income taxes

 

173,617

 

(109,450

)(1)

64,167

 

Receivables from derivative contracts

 

38,605

 

 

38,605

 

Equity investment

 

211,990

 

(211,990

)(1)

 

Other

 

4,608

 

 

4,608

 

Total assets

 

$

9,040,633

 

$

(132,690

)

$

8,907,943

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

1,032,375

 

$

110,345

(1)

$

1,142,720

 

Deferred income taxes

 

17,503

 

 

17,503

 

Liabilities from derivative contracts

 

16,101

 

 

16,101

 

Payable to equity affiliate

 

600

 

 

600

 

Long-term debt

 

15,556

 

 

15,556

 

Total current liabilities

 

1,082,135

 

110,345

 

1,192,480

 

Long-term debt

 

3,766,380

 

(559,000

)(1)

3,207,380

 

Other noncurrent liabilities:

 

 

 

 

 

 

 

Liabilities from derivative contracts

 

14,789

 

 

14,789

 

Asset retirement obligations

 

38,923

 

 

38,923

 

Deferred gain on sale

 

469,145

 

(41,410

)(2)

427,735

 

Other

 

604

 

 

604

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

Common Stock

 

304

 

 

304

 

Additional paid-in capital

 

4,653,077

 

 

4,653,077

 

Accumulated deficit

 

(984,724

)

357,375

(1)(2)

(627,349

)

Total stockholders' equity

 

3,668,657

 

357,375

 

4,026,032

 

Total liabilities and stockholders' equity

 

$

9,040,633

 

$

(132,690

)

$

8,907,943

 

 

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Petrohawk Energy Corporation

Unaudited Pro Forma Consolidated Statement of Operations

(In thousands)

 

 

 

Six Months Ended June 30, 2011

 

 

 

Historical

 

KinderHawk
Adjustments

 

Pro Forma

 

Operating revenues:

 

 

 

 

 

 

 

Oil and natural gas

 

$

793,937

 

$

 

$

793,937

 

Marketing

 

290,030

 

 

290,030

 

Midstream

 

2,837

 

 

2,837

 

Total operating revenues

 

1,086,804

 

 

1,086,804

 

Operating expenses:

 

 

 

 

 

 

 

Marketing

 

315,947

 

 

315,947

 

Production:

 

 

 

 

 

 

 

Lease operating

 

26,337

 

 

26,337

 

Workover and other

 

9,184

 

 

9,184

 

Taxes other than income

 

28,514

 

 

28,514

 

Gathering, transportation and other

 

119,796

 

 

119,796

 

General and administrative

 

90,277

 

 

90,277

 

Depletion, depreciation and amortization

 

350,120

 

 

350,120

 

Total operating expenses

 

940,175

 

 

940,175

 

Amortization of deferred gain

 

94,976

 

(36,765

)(3)

58,211

 

Income (loss) from operations

 

241,605

 

(36,765

)

204,840

 

Other income (expenses):

 

 

 

 

 

 

 

Net gain on derivative contracts

 

32,600

 

 

32,600

 

Interest expense and other

 

(133,822

)

9,360

 (4)

(124,462

)

Equity investment income

 

30,910

 

(30,910

)(5)

 

Total other income (expenses)

 

(70,312

)

(21,550

)

(91,862

)

Income (loss) from continuing operations before income taxes

 

171,293

 

(58,315

)

112,978

 

Income tax (provision) benefit

 

(65,231

)

22,207

 (6)

(43,024

)

Income (loss) from continuing operations, net of income taxes

 

$

106,062

 

$

(36,108

)

$

69,954

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations, net of income taxes per share:

 

 

 

 

 

 

 

Basic

 

$

0.35

 

 

 

$

0.23

 

Diluted

 

$

0.35

 

 

 

$

0.23

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

301,321

 

 

 

301,321

 

Diluted

 

305,101

 

 

 

305,101

 

 

See accompanying notes to the unaudited pro forma consolidated financial statements.

 

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Petrohawk Energy Corporation

Notes to Unaudited Pro Forma Consolidated Financial Statements

 

Note 1—Basis of Presentation

 

The unaudited pro forma financial information is presented to illustrate the effect of the disposition of Petrohawk Energy Corporation’s (Petrohawk or the Company) remaining 50% membership interest in KinderHawk Field Services LLC (KinderHawk) to KM Gathering LLC (the KinderHawk Disposition) on its operating results. The unaudited pro forma information does not reflect the disposition of a 25% interest in EagleHawk Field Services LLC (EagleHawk) to KM Eagle Gathering LLC as Petrohawk is expected to control EagleHawk and, accordingly, continue to fully consolidate EagleHawk in its financial statements. The unaudited pro forma balance sheet as of June 30, 2011 is based on historical statements of Petrohawk as of June 30, 2011 after giving effect to the KinderHawk Disposition as if it had occurred on June 30, 2011. The unaudited pro forma statement of operations for the six months ended June 30, 2011 is based on the historical financial statements of Petrohawk for such periods after giving effect to the KinderHawk Disposition as if it had occurred on January 1, 2010. The unaudited pro forma financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto contained in the Company’s 2010 Annual Report on Form 10-K filed on February 22, 2011, the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2011, filed on May 5, 2011 and for the three and six months ended June 30, 2011, filed on August 3, 2011.

 

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 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 would have been had the transaction occurred on the respective date assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.

 

Note 2—Pro Forma Adjustments

 

The unaudited pro forma consolidated balance sheet at June 30, 2011 reflects the following adjustments;

 

(1)                 Adjustment to reflect the KinderHawk Disposition. A portion of the net proceeds from the transaction were utilized to pay off the outstanding balance under the Company’s senior revolving credit facility. The Company has allocated $820 million of the overall $920 million sales price before customary closing adjustments to the KinderHawk Disposition based on its best estimate of fair value at July 1, 2011; and

 

(2)                 Upon closing of the KinderHawk Disposition, Petrohawk’s remaining capital commitment was relieved. As a result, this adjustment was recorded to reduce the June 30, 2011 deferred gain accordingly. Petrohawk’s volumetric commitment under that certain Gas Gathering Agreement dated effective as of May 21, 2010 by and among KinderHawk, Petrohawk Operating Company, Petrohawk Properties LP and KCS Resources, LLC, each of which is a subsidiary of Petrohawk (the Gas Gathering Agreement), remained in effect upon the closing of the KinderHawk Disposition.

 

The unaudited pro forma consolidated statement of operations for the six months ended June 30, 2011 reflects the following adjustments:

 

(3)                                 Adjustment to decrease Petrohawk’s historical “Amortization of deferred gain” attributable to the termination upon closing of the KinderHawk Disposition of the remaining capital commitment that the Company had from the original formation of KinderHawk on May 21, 2010;

 

(4)                                 Adjustments to reduce “Interest expense and other” for the repayment of outstanding borrowings under the Company’s senior revolving credit facility as of January 1, 2010;

 

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(5)                                 Adjustment to eliminate “Equity investment income” associated with the disposition of the Company’s remaining interests in KinderHawk as if the disposition had occurred on January 1, 2010; and

 

(6)                                 Adjustment to record income taxes on the unaudited pro forma consolidated results of operations based on the Company’s historical effective tax rates of 38.1% for the six months ended June 30, 2011.

 

Under a transition services agreement between the Company and Kinder Morgan, the Company provided management and administrative services to KinderHawk for operation of the assets through September 2010, in return for a monthly fee of approximately $880,000. This monthly fee is directly attributable to the transaction and has been excluded from the pro forma financial statements as it represents a material nonrecurring fee.

 

The Company’s estimated gain on the KinderHawk Disposition was approximately $533 million.  This gain, along with the deferred gain of approximately $201 million attributed to the Company’s capital commitment in the original formation of KinderHawk, both directly attributable to the transaction, have been excluded from the unaudited pro forma statement of operations as they represent material nonrecurring charges.

 

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