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8-K/A - 8-K/A - Whiting Canadian Holding Co ULCa12-7861_18ka.htm
EX-99.1 - EX-99.1 - Whiting Canadian Holding Co ULCa12-7861_1ex99d1.htm
EX-23.1 - EX-23.1 - Whiting Canadian Holding Co ULCa12-7861_1ex23d1.htm
EX-23.2 - EX-23.2 - Whiting Canadian Holding Co ULCa12-7861_1ex23d2.htm
EX-99.3 - EX-99.3 - Whiting Canadian Holding Co ULCa12-7861_1ex99d3.htm

Exhibit 99.2

 

KODIAK OIL & GAS CORP.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2011

(amounts in thousands, except share data)

 

 

 

 

 

January 2012

 

 

 

 

 

Kodiak

 

Acquired Properties

 

Kodiak

 

 

 

Oil & Gas

 

Pro Forma

 

Oil & Gas

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

81,604

 

$

 

$

81,604

 

Cash held in escrow

 

12,194

 

 

12,194

 

Accounts receivable

 

 

 

 

 

 

 

Trade

 

28,835

 

 

28,835

 

Accrued sales revenues

 

21,974

 

2,000

(a)

23,974

 

Inventory, prepaid expenses and other

 

24,294

 

1,005

(a)

25,299

 

Total Current Assets

 

168,901

 

3,005

 

171,906

 

 

 

 

 

 

 

 

 

Oil and gas properties (full cost method), at cost:

 

 

 

 

 

 

 

Proved oil and gas properties

 

598,065

 

292,185

(a)

890,250

 

Unproved oil and gas properties

 

263,462

 

311,068

(a)

574,530

 

Wells in progress

 

78,505

 

25,745

(a)

104,250

 

Equipment and facilities

 

11,186

 

12,615

(a)

23,801

 

Less-accumulated depletion, depreciation, amortization, and accretion

 

(135,586

)

 

(135,586

)

Net oil and gas properties

 

815,632

 

641,613

 

1,457,245

 

 

 

 

 

 

 

 

 

Cash held in escrow

 

691,764

 

(691,764

)(b)

 

Property and equipment, net of accumulated depreciation of $618 at December 31, 2011

 

1,276

 

 

1,276

 

Deferred financing costs, net of amortization of $15,029 at December 31, 2011

 

21,904

 

 

21,904

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,699,477

 

$

(47,146

)

$

1,652,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

78,402

 

$

5,600

(a)

$

84,002

 

Accrued interest payable

 

5,808

 

(344

)(c)

5,464

 

Commodity price risk management liability

 

11,925

 

 

11,925

 

Total Current Liabilities

 

96,135

 

5,256

 

101,391

 

 

 

 

 

 

 

 

 

Noncurrent Liabilities:

 

 

 

 

 

 

 

Credit facilities

 

100,000

 

(100,000

)(c)

 

Senior notes

 

650,000

 

 

650,000

 

Commodity price risk management liability

 

10,035

 

 

10,035

 

Asset retirement obligations

 

3,627

 

800

(a)

4,427

 

Total Noncurrent Liabilities

 

763,662

 

(99,200

)

664,462

 

 

 

 

 

 

 

 

 

Total Liabilities

 

859,797

 

(93,944

)

765,853

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

Common stock - no par value; unlimited authorized

 

 

 

 

 

 

 

Issued and outstanding: 257,987,413 shares as of December 31, 2011 and 263,043,025 after pro forma adjustments

 

944,070

 

49,798

(d)

993,868

 

Accumulated deficit

 

(104,390

)

(3,000

)(c)

(107,390

)

Total Stockholders’ Equity

 

839,680

 

46,798

 

886,478

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

1,699,477

 

$

(47,146

)

$

1,652,331

 

 


(a)

Reflects the pro forma allocation of the preliminary purchase price for the January 2012 Acquired Properties to the acquired assets and liabilities based on the initial fair values, pending completion of our valuation analysis.

(b)

To record cash released from escrow that was credited to the purchase price at the closing of the acquisition of the January 2012 Acquired Properties and used to extinguish debt outstanding under the second lien credit agreement.

(c)

Reflects the payments of (i) $100.0 million to repay all outstanding borrowings under the second lien credit agreement; (ii) $3.0 million prepayment penalty incurred with the termination of the second lien credit agreement; (iii) $344,000 of accrued interest related to the second lien credit agreement.

(d)

Reflects the issuance of common stock given to the Sellers as part of the consideration for the January 2012 Acquired Properties.

 

See accompanying notes to unaudited pro forma consolidated financial statements

 



 

KODIAK OIL & GAS CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(amounts in thousands, except share data)

 

 

 

Kodiak

 

October 2011

 

January 2012

 

 

 

Kodiak

 

 

 

Oil & Gas

 

Acquired

 

Acquired

 

Pro Forma

 

Oil & Gas

 

 

 

Historical

 

Properties

 

Properties

 

Adjustments

 

Pro Forma

 

 

 

 

 

(a)

 

(b)

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

115,692

 

$

22,040

 

$

40,640

 

$

 

$

178,372

 

Gas sales

 

4,294

 

984

 

2,336

 

 

7,614

 

Total revenues

 

119,986

 

23,024

 

42,976

 

 

185,986

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Oil and gas production

 

26,885

 

3,558

 

10,134

 

 

40,577

 

Depletion, depreciation, amortization and accretion

 

32,068

 

 

 

29,600

(c)

61,668

 

General and administrative

 

19,495

 

 

 

 

19,495

 

Total expenses

 

78,448

 

3,558

 

10,134

 

29,600

 

121,740

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

41,538

 

19,466

 

32,842

 

(29,600

)

64,246

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Loss on commodity price risk management activities

 

(20,114

)

 

 

 

(20,114

)

Interest income (expense), net

 

(18,887

)

 

 

13,884

(d)

(5,003

)

Other income

 

1,338

 

 

 

 

1,338

 

Total other income (expense)

 

(37,663

)

 

 

13,884

 

(23,779

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

3,875

 

$

19,466

 

$

32,842

 

$

(15,716

)

$

40,467

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

 

 

 

 

 

 

$

0.20

 

Diluted

 

$

0.02

 

 

 

 

 

 

 

$

0.20

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

197,579,298

 

 

 

 

 

5,055,612

 

202,634,910

 

Diluted

 

200,551,992

 

 

 

 

 

5,055,612

 

205,607,604

 

 


(a)

Operating revenues and direct operating expenses of the October 2011 Acquired Properties for the period from January 1, 2011 to October 28, 2011.

(b)

Operating revenues and direct operating expenses of the January 2012 Acquired Properties for the year ended December 31, 2011.

(c)

Reflects additional depletion, depreciation, amortization and accretion expense attributable to the preliminary purchase price allocations.

(d)

Reflects adjustments of (i) $1.6 million for the amortization of the origination fees and related closing costs associated with obtaining the 8.125% Senior Notes; (ii) $4.0 million to capitalize interest expense that was expensed in the Kodiak Oil & Gas historical financial information; (iii) $11.5 million to reduce interest expense related to the stand-by bridge financing that was expensed in the Kodiak Oil & Gas historical financial information. Additionally, the pro forma financial information included total capitalization of interest expense of $53.7 million. For purposes of the pro forma it was assumed that the 8.125% Senior Notes were issued on January 1, 2011 and that the stand-by bridge financing was not utilized.

 

See accompanying notes to unaudited pro forma consolidated financial statements

 



 

KODIAK OIL & GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

1.             BASIS OF PRESENTATION

 

On November 14, 2011, Kodiak Oil & Gas Corp. together with its wholly-owned subsidiary, Kodiak Oil & Gas (USA) Inc. (collectively, the “Company”, “Kodiak” or “Buyer”), entered into separate, definitive purchase and sale agreements (collectively, the “NPE Agreements”) with each of (i) North Plains Energy, LLC, a Delaware limited liability company, and (ii)  Mercuria Bakken, LLC, a Delaware limited liability company (collectively, the “Sellers” or “NPE”), for its interests in approximately 50,000 net acres of Williston Basin leaseholds, and related producing properties located primarily in McKenzie and Williams Counties, North Dakota along with various other related rights, permits, contracts, equipment and other assets, including the assignment and assumption of a drilling rig contract (the “January 2012 Acquired Properties”).  On January 10, 2012, (“Closing Date”) the Company acquired the January 2012 Acquired Properties for a combination of cash and stock. The Seller received 5.1 million shares of Kodiak’s common stock valued at approximately $49.8 million and cash consideration of approximately $588.4 million. The effective date for the acquisition was September 1, 2011, with purchase price adjustments calculated at the Closing Date.

 

On September 27, 2011, the Company entered into a definitive purchase and sale agreement (the “BTA Agreement”), between BTA Oil Producers, LLC, a Texas limited liability company (the “Seller or BTA”) for its interests in approximately 13,400 net acres of Williston Basin leaseholds, and related producing properties located primarily in Williams County, North Dakota along with various other related rights, permits, contracts, equipment and other assets (the “October 2011 Acquired Properties”). On October 28, 2011, (“Closing Date”) the Company acquired the October 2011 Acquired Properties for approximately $248.2 million in cash consideration.  The effective date for the acquisition was August 1, 2011, with purchase price adjustments calculated at the Closing Date.

 

The unaudited pro forma balance sheet presents the acquisition of the January 2012 Acquired Properties as if the acquisition had occurred on December 31, 2011 and the pro forma unaudited statement of operations presents the acquisitions of the October 2011 Acquired Properties and January 2012 Acquired Properties as if they had occurred on January 1, 2011.  These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the financial position or results of operations that would have occurred had the acquisitions been effected on the assumed dates. Additionally, future results may vary significantly from the results reflected in the unaudited pro forma consolidated statement of operations due to normal production declines, changes in prices, future transactions, and other factors.  The Company currently has provided a full valuation allowance against net deferred tax assets.  The Company believes that the acquisitions would not result in an immediate change in the Company’s assessment regarding the valuation allowance. As such, no income tax adjustments from the acquisitions have been reflected in the unaudited pro forma financial information.

 

These unaudited pro forma condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011, the Statements of Operating Revenues and Direct Operating Expenses of the October 2011 Properties Acquired for the years ended December 31, 2010 and December 31, 2009 and the nine months ended September 30, 2011 (unaudited) and 2010 (unaudited), and the January 2012 Properties Acquired for the years ended December 31, 2011 and December 31, 2010.

 

The accompanying unaudited pro forma condensed consolidated financial statements give effect to the October 2011 Acquired Properties and the January 2012 Acquired Properties as if the acquisitions had occurred as of January 1, 2011 for purposes of the pro forma statement of operations.  The pro forma balance sheet gives effect to the January 2012 Acquired Properties as if the acquisition had occurred as of December 31, 2011.  Additionally, the Company records acquisition costs to general and administrative expenses.  Acquisition costs of approximately $400,000 were incurred through December 31, 2011.  No material acquisition costs have been incurred subsequent to December 31, 2011.

 



 

KODIAK OIL & GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

The following purchase price allocation for the January 2012 Acquired Properties is preliminary and includes significant use of estimates. Management has not yet had the opportunity to complete its assessment of the fair values of the assets acquired and liabilities assumed. Accordingly, the allocation will change as additional information becomes available and is assessed by the Company, and the impact of such changes may be material.  The following table summarizes the preliminary purchase price and preliminary estimated values of assets acquired and liabilities assumed (in thousands):

 

 

January 10, 2012

 

Preliminary Purchase Price

 

 

 

Consideration Given

 

 

 

Cash from Senior Notes

 

$

588,420

 

Kodiak Oil & Gas Corp. Common Stock (5,055,612 Shares)

 

49,798

*

 

 

 

 

Total consideration given

 

$

638,218

 

 

 

 

 

Preliminary Allocation of Purchase Price

 

 

 

Proved oil and gas properties

 

$

292,185

 

Unproved oil and gas properties

 

311,068

 

Wells in progress

 

25,745

 

Equipment and facilities

 

12,615

 

Total fair value of oil and gas properties acquired

 

641,613

 

 

 

 

 

Working capital

 

$

(2,595

)

Asset retirement obligation

 

(800

)

 

 

 

 

Fair value of net assets acquired

 

$

638,218

 

 

 

 

 

Working capital acquired was estimated as follows:

 

 

 

Accounts receivable

 

2,000

 

Prepaid completion costs

 

465

 

Crude oil inventory

 

540

 

Accrued liabilities

 

(5,600

)

 

 

 

 

Total working capital

 

$

(2,595

)

 


 

*

The fair value of the consideration attributed to the Common Stock under ASC 805 was based on the Company’s closing stock price on the measurement date of January 10, 2012. (5,055,612 x $9.85)

 



 

KODIAK OIL & GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

The following table summarizes the preliminary purchase price and preliminary estimated values of assets acquired and liabilities assumed in connection with the October 2011 Acquired Properties and are included in Kodiak Oil & Gas historical financial information as of December 31, 2011 (in thousands):

 

 

 

October 28, 2011

 

Preliminary Purchase Price

 

 

 

Consideration Given

 

 

 

Cash

 

$

248,213

 

 

 

 

 

Total consideration given

 

$

248,213

 

 

 

 

 

Preliminary Allocation of Purchase Price

 

 

 

Proved oil and gas properties

 

$

118,868

 

Unproved oil and gas properties

 

90,161

 

Wells in progress

 

25,720

 

Equipment and facilities

 

5,150

 

Total fair value of oil and gas properties acquired

 

239,899

 

 

 

 

 

Working capital

 

$

8,552

 

Asset retirement obligation

 

(238

)

 

 

 

 

Fair value of net assets acquired

 

$

248,213

 

 

 

 

 

Working capital acquired was estimated as follows:

 

 

 

Accounts receivable

 

10,260

 

Prepaid drilling costs

 

755

 

Crude oil inventory

 

190

 

Well equipment inventory

 

1,324

 

Accrued liabilities

 

(1,247

)

Suspense payable

 

(2,730

)

 

 

 

 

Total working capital

 

$

8,552

 

 

2.                                      PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED BALANCE SHEET

 

(a)          Reflects the pro forma allocation of the preliminary purchase price for the January 2012 Acquired Properties to the acquired assets and liabilities based on the initial fair values, pending completion of our valuation analysis.

 

(b)         To record cash released from escrow that was credited to the purchase price at the closing of the acquisition of the January 2012 Acquired Properties and used to extinguish debt outstanding under the second lien credit agreement.

 

(c)          Reflects the payments of (i) $100.0 million to repay all outstanding borrowings under the second lien credit agreement; (ii) $3.0 million prepayment penalty incurred with the termination of the second lien credit agreement; (iii) $344,000 of accrued interest related to the second lien credit agreement.

 

(d)         Reflects the issuance of 5,055,612 shares of the Company’s common stock given to the Sellers as part of the consideration for the January 2012 Acquired Properties.

 



 

KODIAK OIL & GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

3.                                      PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED STATEMENT OF OPERATIONS

 

(a)          Operating revenues and direct operating expenses of the October 2011 Acquired Properties for the period from January 1, 2011 to October 28, 2011.

 

(b)         Operating revenues and direct operating expenses of the January 2012 Acquired Properties for the year ended December 31, 2011.

 

(c)          Reflects additional depletion, depreciation, and amortization expense and accretion expense attributable to the preliminary purchase price allocations.

 

(d)         Reflects adjustments of (i) $1.6 million for the amortization of the origination fees and related closing costs associated with obtaining the 8.125% Senior Notes; (ii) $4.0 million to capitalize interest expense that was expensed in the Kodiak Oil & Gas historical financial information; (iii) $11.5 million to reduce interest expense related to the stand-by bridge financing that was expensed in the Kodiak Oil & Gas historical financial information.  Additionally, the pro forma financial information included total capitalization of interest expense of $53.7 million.  For purposes of the pro forma it was assumed that the 8.125% Senior Notes were issued on January 1, 2011 and that the stand-by bridge financing was not utilized.