Attached files
file | filename |
---|---|
EX-99.2 - EX-99.2 - CONTANGO OIL & GAS CO | mcf-20191030ex9927ce212.htm |
EX-99.1 - EX-99.1 - CONTANGO OIL & GAS CO | mcf-20191030ex991f580f5.htm |
EX-23.1 - EX-23.1 - CONTANGO OIL & GAS CO | mcf-20191030ex2317fbc92.htm |
8-K/A - 8-K/A - CONTANGO OIL & GAS CO | mcf-20191030x8ka.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated combined financial statements present the historical consolidated financial statements of Contango Oil and Gas Company & Subsidiaries (“Contango”) and the historical consolidated financial statements of White Star Petroleum, LLC (“White Star”), adjusted to give effect to the following transactions (collectively, the “Transactions”):
· |
the acquisition by Contango of certain assets and liabilities, including approximately 315,000 net acres located in the STACK, Anadarko and Cherokee operating districts in Oklahoma (the “White Star Properties”) from White Star for a total purchase price of $132.5 million adjusted for the results of operations for the period between the effective and closing dates, and other estimated customary closing adjustments, and |
· |
the Private Placement of Contango’s Series B Contingent Convertible Preferred Stock and an increase in borrowings under Contango’s Credit Agreement to pay the purchase price for the White Star Properties. |
Because Contango acquired substantially all of White Star’s operating assets, the unaudited pro forma consolidated combined financial statements combine the historical consolidated financial statements of Contango and White Star. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 combine the historical consolidated statements of operations of Contango and the historical consolidated statements of operations of White Star, giving effect to the Transactions as if they had been consummated on January 1, 2018, the beginning of the earliest period presented. The unaudited pro forma consolidated combined balance sheet combines the historical consolidated balance sheet of Contango and the historical consolidated balance sheet of White Star as of September 30, 2019, giving effect to the Transactions as if they had been consummated on September 30, 2019. The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated combined financial statements to give pro forma effect to events that are: (1) directly attributable to the Transactions; (2) factually supportable; and (3) with respect to the statements of operations, expected to have a continuing impact on Contango’s results following the completion of the Transactions.
The unaudited pro forma consolidated combined financial statements have been developed from and should be read in conjunction with:
· |
the accompanying notes to the unaudited pro forma consolidated combined financial statements; |
· |
the historical audited consolidated financial statements of Contango as of and for the year ended December 31, 2018; |
· |
the historical unaudited consolidated financial statements of Contango as of and for the nine months ended September 30, 2019; |
· |
the historical audited consolidated financial statements of White Star as of and for the year ended December 31, 2018; |
· |
the historical unaudited consolidated financial statements of White Star as of and for the nine months ended September 30, 2019; |
· |
other information relating to Contango and White Star included elsewhere within this filing. |
Exhibit 99.3
Contango Oil and Gas Company & Subsidiaries
Unaudited Pro Forma Consolidated Combined Statement of Operations
Year Ended December 31, 2018
(in thousands)
|
|
(a) |
|
(b) |
|
|
|
|
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Pro Forma |
|
||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and condensate sales |
|
$ |
34,413 |
|
$ |
— |
|
$ |
152,781 |
(c) |
$ |
187,194 |
|
Natural gas sales |
|
|
29,824 |
|
|
— |
|
|
39,678 |
(c) |
|
69,502 |
|
Natural gas liquids sales |
|
|
12,850 |
|
|
— |
|
|
45,816 |
(c) |
|
58,666 |
|
Oil, natural gas and NGL sales |
|
|
— |
|
|
238,275 |
|
|
(238,275) |
(c) |
|
— |
|
Gain on derivative instruments |
|
|
— |
|
|
11,574 |
|
|
(11,574) |
(c) |
|
— |
|
Total revenues |
|
|
77,087 |
|
|
249,849 |
|
|
(11,574) |
|
|
315,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
25,552 |
|
|
— |
|
|
106,622 |
(c) |
|
132,174 |
|
Production expenses |
|
|
— |
|
|
60,411 |
|
|
(60,411) |
(c) |
|
— |
|
Gathering, processing and transportation |
|
|
— |
|
|
34,744 |
|
|
(34,744) |
(c) |
|
— |
|
Production taxes |
|
|
— |
|
|
11,467 |
|
|
(11,467) |
(c) |
|
— |
|
Exploration expenses |
|
|
1,637 |
|
|
9,021 |
|
|
— |
|
|
10,658 |
|
Depreciation, depletion and amortization |
|
|
41,657 |
|
|
70,552 |
|
|
(50,665) |
(d) |
|
61,544 |
|
Impairment and abandonment of oil and gas properties |
|
|
103,732 |
|
|
460,445 |
|
|
— |
|
|
564,177 |
|
Loss on settlement of contract |
|
|
— |
|
|
53,527 |
|
|
— |
|
|
53,527 |
|
General and administrative expenses |
|
|
24,157 |
|
|
17,007 |
|
|
— |
|
|
41,164 |
|
Total expenses |
|
|
196,735 |
|
|
717,174 |
|
|
(50,665) |
|
|
863,244 |
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from investment in affiliates, net of income taxes |
|
|
(12,721) |
|
|
— |
|
|
— |
|
|
(12,721) |
|
Gain from sale of assets |
|
|
13,224 |
|
|
— |
|
|
— |
|
|
13,224 |
|
Interest expense |
|
|
(5,548) |
|
|
(19,301) |
|
|
19,301 |
(e) |
|
(9,861) |
|
|
|
|
|
|
|
|
|
|
(4,313) |
(f) |
|
|
|
Gain (loss) on derivatives, net |
|
|
1,939 |
|
|
— |
|
|
11,574 |
(c) |
|
13,513 |
|
Other income |
|
|
1,306 |
|
|
2,110 |
|
|
(2,110) |
(g) |
|
1,306 |
|
Total other income (expense), net |
|
|
(1,800) |
|
|
(17,191) |
|
|
24,452 |
|
|
5,461 |
|
NET INCOME (LOSS) BEFORE INCOME TAXES |
|
|
(121,448) |
|
|
(484,516) |
|
|
63,543 |
|
|
(542,421) |
|
INCOME TAX (EXPENSE) BENEFIT |
|
|
(120) |
|
|
— |
|
|
— |
(h) |
|
(120) |
|
NET INCOME (LOSS) |
|
$ |
(121,568) |
|
$ |
(484,516) |
|
$ |
63,543 |
|
$ |
(542,541) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(4.69) |
|
|
|
|
|
|
|
$ |
(14.67) |
(i) |
Diluted |
|
$ |
(4.69) |
|
|
|
|
|
|
|
$ |
(14.67) |
(i) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
25,945 |
|
|
|
|
|
|
|
|
36,974 |
|
Diluted |
|
|
25,945 |
|
|
|
|
|
|
|
|
36,974 |
|
Exhibit 99.3
Contango Oil and Gas Company & Subsidiaries
Unaudited Pro Forma Consolidated Combined Statement of Operations
Nine Months Ended September 30, 2019
(in thousands)
|
|
(a) |
|
(b) |
|
|
|
|
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Pro Forma |
|
||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and condensate sales |
|
$ |
21,126 |
|
$ |
— |
|
$ |
80,363 |
(c) |
$ |
101,489 |
|
Natural gas sales |
|
|
13,792 |
|
|
— |
|
|
21,470 |
(c) |
|
35,262 |
|
Natural gas liquids sales |
|
|
4,402 |
|
|
— |
|
|
17,955 |
(c) |
|
22,357 |
|
Oil, natural gas and NGL sales |
|
|
— |
|
|
119,788 |
|
|
(119,788) |
(c) |
|
— |
|
Loss on derivative instruments |
|
|
— |
|
|
(18,903) |
|
|
18,903 |
(c) |
|
— |
|
Total revenues |
|
|
39,320 |
|
|
100,885 |
|
|
18,903 |
|
|
159,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
16,321 |
|
|
— |
|
|
62,921 |
(c) |
|
79,242 |
|
Production expenses |
|
|
— |
|
|
37,332 |
|
|
(37,332) |
(c) |
|
— |
|
Gathering, processing and transportation |
|
|
— |
|
|
19,178 |
|
|
(19,178) |
(c) |
|
— |
|
Production taxes |
|
|
— |
|
|
6,411 |
|
|
(6,411) |
(c) |
|
— |
|
Exploration expenses |
|
|
691 |
|
|
576 |
|
|
— |
|
|
1,267 |
|
Depreciation, depletion and amortization |
|
|
23,602 |
|
|
19,989 |
|
|
(7,005) |
(d) |
|
36,586 |
|
Impairment and abandonment of oil and gas properties |
|
|
3,170 |
|
|
118,003 |
|
|
— |
|
|
121,173 |
|
General and administrative expenses |
|
|
15,340 |
|
|
17,418 |
|
|
— |
|
|
32,758 |
|
Total expenses |
|
|
59,124 |
|
|
218,907 |
|
|
(7,005) |
|
|
271,026 |
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from investment in affiliates, net of income taxes |
|
|
(151) |
|
|
— |
|
|
— |
|
|
(151) |
|
Gain from sale of assets |
|
|
601 |
|
|
— |
|
|
— |
|
|
601 |
|
Interest expense |
|
|
(3,169) |
|
|
(13,725) |
|
|
13,725 |
(e) |
|
(6,684) |
|
|
|
|
|
|
|
|
|
|
(3,515) |
(f) |
|
|
|
Reorganization items, net |
|
|
— |
|
|
(18,141) |
|
|
18,141 |
(g) |
|
|
|
Gain (loss) on derivatives, net |
|
|
1,068 |
|
|
— |
|
|
(18,903) |
(c) |
|
(17,835) |
|
Other income |
|
|
522 |
|
|
1,509 |
|
|
(1,509) |
(g) |
|
522 |
|
Total other income (expense) |
|
|
(1,129) |
|
|
(30,357) |
|
|
7,939 |
|
|
(23,547) |
|
NET LOSS BEFORE INCOME TAXES |
|
|
(20,933) |
|
|
(148,379) |
|
|
33,847 |
|
|
(135,465) |
|
Income tax benefit (provision) |
|
|
(484) |
|
|
— |
|
|
— |
(h) |
|
(484) |
|
NET LOSS |
|
$ |
(21,417) |
|
$ |
(148,379) |
|
$ |
33,847 |
|
$ |
(135,949) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.59) |
|
|
|
|
|
|
|
$ |
(2.84) |
(i) |
Diluted |
|
$ |
(0.59) |
|
|
|
|
|
|
|
$ |
(2.84) |
(i) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
36,518 |
|
|
|
|
|
|
|
|
47,951 |
|
Diluted |
|
|
36,518 |
|
|
|
|
|
|
|
|
47,951 |
|
Exhibit 99.3
Contango Oil and Gas Company & Subsidiaries
Unaudited Pro Forma Consolidated Combined Balance Sheet - Assets
As of September 30, 2019
(in thousands)
|
|
(a) |
|
(b) |
|
|
|
|
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Pro Forma |
|
||||
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,044 |
|
$ |
32,600 |
|
$ |
(32,600) |
(c) |
$ |
4,680 |
|
|
|
|
|
|
|
|
|
$ |
20,697 |
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
77,258 |
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
(95,319) |
(d) |
|
|
|
Restricted cash |
|
|
— |
|
|
544 |
|
|
(544) |
(c) |
|
— |
|
Accounts receivable, net |
|
|
11,118 |
|
|
— |
|
|
— |
|
|
11,118 |
|
Accounts receivable - oil, natural gas and NGL sales |
|
|
— |
|
|
15,718 |
|
|
(15,718) |
(c) |
|
— |
|
Accounts receivable, net - joint interest and other |
|
|
— |
|
|
4,847 |
|
|
(4,847) |
(c) |
|
— |
|
Prepaid expenses |
|
|
995 |
|
|
4,609 |
|
|
(4,609) |
(c) |
|
2,897 |
|
|
|
|
|
|
|
|
|
|
1,902 |
(d) |
|
|
|
Current derivative asset |
|
|
2,625 |
|
|
— |
|
|
— |
|
|
2,625 |
|
Other current assets |
|
|
14,820 |
|
|
— |
|
|
— |
|
|
14,820 |
|
Materials and supplies |
|
|
— |
|
|
1,922 |
|
|
(1,922) |
(c) |
|
— |
|
Total current assets |
|
|
31,602 |
|
|
60,240 |
|
|
(55,702) |
|
|
36,140 |
|
PROPERTY, PLANT AND EQUIPMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas and oil properties, successful efforts method of accounting: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties |
|
|
1,110,042 |
|
|
1,256,981 |
|
|
(1,256,981) |
(c) |
|
1,224,017 |
|
|
|
|
|
|
|
|
|
|
113,975 |
(d) |
|
|
|
Unproved properties |
|
|
42,427 |
|
|
129,006 |
|
|
(129,006) |
(c) |
|
59,227 |
|
|
|
|
|
|
|
|
|
|
16,800 |
(d) |
|
|
|
Other property and equipment |
|
|
1,331 |
|
|
— |
|
|
425 |
(d) |
|
1,756 |
|
Accumulated depreciation, depletion and amortization |
|
|
(912,098) |
|
|
(1,238,217) |
|
|
1,238,217 |
(c) |
|
(912,098) |
|
Other property and equipment, net |
|
|
— |
|
|
6,555 |
|
|
(6,555) |
(c) |
|
— |
|
Total property, plant and equipment, net |
|
|
241,702 |
|
|
154,325 |
|
|
(23,125) |
|
|
372,902 |
|
OTHER NON-CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in affiliates |
|
|
5,872 |
|
|
— |
|
|
— |
|
|
5,872 |
|
Long-term derivative asset |
|
|
509 |
|
|
— |
|
|
— |
|
|
509 |
|
Other non-current assets |
|
|
1,962 |
|
|
557 |
|
|
(557) |
(c) |
|
1,962 |
|
Total other non-current assets |
|
|
8,343 |
|
|
557 |
|
|
(557) |
|
|
8,343 |
|
TOTAL ASSETS |
|
$ |
281,647 |
|
$ |
215,122 |
|
$ |
(79,384) |
|
$ |
417,385 |
|
Exhibit 99.3
Contango Oil and Gas Company & Subsidiaries
Unaudited Pro Forma Consolidated Combined Balance Sheet - Liabilities and Shareholders’ Equity
As of September 30, 2019
(in thousands)
|
|
(a) |
|
(b) |
|
|
|
|
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Pro Forma |
|
||||
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
62,744 |
|
|
— |
|
|
— |
|
|
62,744 |
|
Revenue and royalties payable |
|
|
— |
|
|
12,008 |
|
|
(12,008) |
(c) |
|
— |
|
Accounts payable |
|
|
— |
|
|
15,732 |
|
|
(15,732) |
(c) |
|
— |
|
Accrued liabilities and other |
|
|
— |
|
|
4,015 |
|
|
(4,015) |
(c) |
|
— |
|
Current derivative liability |
|
|
24 |
|
|
— |
|
|
— |
|
|
24 |
|
Current asset retirement obligations |
|
|
679 |
|
|
— |
|
|
— |
|
|
679 |
|
Debtor-in-possession financing |
|
|
— |
|
|
26,885 |
|
|
(26,885) |
(c) |
|
— |
|
Current portion of long-term debt |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total current liabilities |
|
|
63,447 |
|
|
58,640 |
|
|
(58,640) |
|
|
63,447 |
|
Liabilities subject to compromise |
|
|
— |
|
|
410,949 |
|
|
(410,949) |
(c) |
|
— |
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
28,100 |
|
|
— |
|
|
77,258 |
(f) |
|
105,358 |
|
Asset retirement obligations |
|
|
11,636 |
|
|
15,272 |
|
|
(15,272) |
(c) |
|
26,908 |
|
|
|
|
|
|
|
|
|
|
15,272 |
(d) |
|
|
|
Other long-term liabilities |
|
|
3,883 |
|
|
— |
|
|
22,511 |
(d) |
|
26,394 |
|
Total non-current liabilities |
|
|
43,619 |
|
|
15,272 |
|
|
99,769 |
|
|
158,660 |
|
Total liabilities |
|
|
107,066 |
|
|
484,861 |
|
|
(369,820) |
|
|
222,107 |
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
— |
|
Series A convertible preferred stock, $0.04 par value |
|
|
32 |
|
|
— |
|
|
— |
|
|
32 |
|
Series B convertible preferred stock, $0.04 par value |
|
|
— |
|
|
— |
|
|
44 |
(e) |
|
44 |
|
Common stock, $0.04 par value, 100 million shares authorized, 85,864,463 shares issued and outstanding at September 30, 2019, 39,617,442 shares issued and 34,158,492 shares outstanding at December 31, 2018 |
|
|
3,423 |
|
|
— |
|
|
— |
|
|
3,423 |
|
Additional paid-in capital |
|
|
393,723 |
|
|
— |
|
|
20,653 |
(e) |
|
414,376 |
|
Treasury shares at cost (No shares at September 30, 2019 and 5,458,950 shares at December 31, 2018) |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
Accumulated deficit |
|
|
(222,597) |
|
|
(269,739) |
|
|
269,739 |
(c) |
|
(222,597) |
|
Total shareholders’ equity |
|
|
174,581 |
|
|
(269,739) |
|
|
290,436 |
|
|
195,278 |
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
$ |
281,647 |
|
$ |
215,122 |
|
$ |
(79,384) |
|
$ |
417,385 |
|
Exhibit 99.3
Basis of Pro Forma Presentation
Overview
The unaudited pro forma consolidated combined financial statements have been prepared assuming the acquisition of the White Star Properties is accounted for using the acquisition method of accounting under FASB ASC 805, Business Combinations (“ASC 805”). Under the acquisition method of accounting, the White Star Properties will be recorded at their fair values measured as of the acquisition date. The pro forma adjustments have been prepared as if the Transactions had taken place on September 30, 2019 in the case of the unaudited pro forma consolidated combined balance sheet and on January 1, 2018 in the case of the unaudited pro forma consolidated combined statements of operations.
ASC 805 uses the fair value concepts defined in FASB ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 defines the term “fair value,” sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
Under ASC 805, acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred, or if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs expected to be incurred as part of the Transactions include advisory, legal and accounting fees. Equity issuance costs are netted against the offering proceeds.
The unaudited pro forma consolidated combined financial statements should be read in conjunction with (i) Contango’s historical consolidated financial statements and related notes for the year ended December 31, 2018 and for the nine months ended September 30, 2019, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and ii) White Star’s historical consolidated financial statements and related notes for the year ended December 31, 2018 and for the nine months ended September 30, 2019, both of which are included in the exhibits attached.
The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The unaudited pro forma consolidated combined financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the business combination and the other related Transactions that are not expected to have a continuing impact. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, closing the Transactions are not included in the unaudited pro forma consolidated combined statements of operations. However, the impact of such transaction expenses is reflected in the unaudited pro forma consolidated combined balance sheet as a decrease to retained earnings and a decrease to cash.
1. |
Pro Forma Adjustments and Assumptions |
Pro Forma Adjustments to the Statement of Operations for the year ended December 31, 2018:
a. |
Represents Contango’s historical audited consolidated statement of operations for the year ended December 31, 2018. |
b. |
Represents White Star’s historical audited consolidated statement of operations for the year ended December 31, 2018. |
Exhibit 99.3
c. |
The following reclassifications were made to conform White Star to Contango’s presentation: |
· |
Reclassification of $238.3 million of Oil, natural gas and NGL sales to $152.8 million of Oil and condensate sales, $39.7 million of Natural gas sales and $45.8 million to Natural gas liquids sales. |
· |
Reclassification of $11.6 million Gain on derivative instruments from Revenues to Other income (expense). |
· |
Reclassification of $60.4 million of Production expenses, $34.7 million of Gathering, processing and transportation and $11.5 million of Production taxes to Operating expenses. |
d. |
Adjustment to record a net reduction in depreciation, depletion, and amortization related to the White Star Properties had they been acquired on January 1, 2018. The net reduction results from a decrease in the carrying value of the White Star Properties as a result of the application of the acquisition method of accounting. |
e. |
Adjustment to eliminate historical interest expense related to debt issued by White Star that was not assumed by Contango. |
f. |
Represents additional interest expense that would have been incurred with respect to additional Contango borrowings in connection with the acquisition of the White Star Properties, had such acquisition occurred on January 1, 2018. |
g. |
Adjustment to eliminate historical other income of White Star’s that was related to assets not acquired by Contango. |
h. |
The historical financial statements of Contango do not reflect any deferred tax assets because a full valuation allowance has been recorded against such assets. Therefore, the pro forma adjustments do not reflect any tax benefit. |
i. |
The pro forma basic and diluted net loss per share was computed by dividing the pro forma net loss by Contango’s weighted average number of shares of common stock outstanding after giving effect, on an as converted basis, to the Series B Contingent Convertible Preferred as if it had been issued on January 1, 2018. |
Pro Forma Adjustments to the Statement of Operations for the nine months ended September 30, 2019:
a. |
Represents Contango’s historical unaudited consolidated statement of operations for the nine months ended September 30, 2019. |
b. |
Represents White Star’s historical unaudited consolidated statement of operations for the nine months ended September 30, 2019. |
c. |
The following reclassifications were made to conform White Star to Contango’s presentation: |
· |
Reclassification of $119.8 million of Oil, natural gas and NGL sales to $80.4 million of Oil and condensate sales, $21.5 million of Natural gas sales and $18.0 million to Natural gas liquids sales. |
· |
Reclassification of $18.9 million Loss on derivative instruments from Revenues to Other income (expense). |
· |
Reclassification of $37.3 million of Production expenses, $19.2 million of Gathering, processing and transportation and $6.4 million of Production taxes to Operating expenses. |
Exhibit 99.3
d. |
Adjustment to record a net reduction in depreciation, depletion, and amortization related to the White Star Properties had they been acquired on January 1, 2018. The net reduction results from a decrease in the carrying value of the White Star Properties as a result of the application of the acquisition method of accounting. |
e. |
Adjustment to eliminate historical interest expense related to debt issued by White Star that was not assumed by Contango. |
f. |
Represents additional interest expense that would have been incurred with respect to additional Contango borrowings in connection with the acquisition of the White Star Properties, had such acquisition occurred on January 1, 2018. |
g. |
Adjustment to eliminate historical reorganizational items that will not have an ongoing effect on Contango and other income of White Star’s that was related to assets not acquired by Contango. |
h. |
The historical financial statements of Contango do not reflect any deferred tax assets because a full valuation allowance has been recorded against such assets. Therefore, the pro forma adjustments do not reflect any tax benefit. |
i. |
The pro forma basic and diluted net loss per share was computed by dividing the pro forma net loss by Contango’s weighted average number of shares of common stock outstanding after giving effect, on an as converted basis, to the Series B Contingent Convertible Preferred as if it had been issued on January 1, 2018. |
Pro Forma Adjustments to the Balance Sheet at September 30, 2019:
a. |
Represents Contango’s historical unaudited consolidated balance sheet as of September 30, 2019. |
b. |
Represents White Star’s historical unaudited consolidated balance sheet as of September 30, 2019. |
c. |
Reflects the exclusion of White Star’s net assets and liabilities which are not being acquired or assumed by Contango. |
Exhibit 99.3
d. |
Adjustments to reflect the acquisition of the White Star Properties at fair value using borrowings under our Credit Agreement of $77.3 million and proceeds from our private placement of Series B Contingent Convertible Preferred Stock of $20.7 million, net of transaction costs. A summary of the preliminary consideration paid and the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands) |
Purchase price |
|
$ |
132,500 |
|
Closing adjustments |
|
|
(37,181) |
|
Cash paid |
|
$ |
95,319 |
|
|
|
|
|
|
Preliminary fair value of net assets acquired |
||||
Preliminary fair value of assets acquired |
|
|
|
|
Oil and gas properties |
|
|
|
|
Proved properties |
|
|
113,975 |
|
Unproved properties |
|
|
16,800 |
|
Total oil and gas properties |
|
|
130,775 |
|
Prepaid expenses |
|
|
1,902 |
|
Other property and equipment |
|
|
425 |
|
Total preliminary fair value of assets acquired |
|
|
133,102 |
|
Preliminary fair value of liabilities assumed |
|
|
|
|
Asset retirement obligations assumed |
|
|
(15,272) |
|
Suspended funds liability |
|
|
(22,511) |
|
Total preliminary fair value of liabilities assumed |
|
|
(37,783) |
|
Total preliminary value of net assets acquired |
|
$ |
95,319 |
|
e. |
Reflects the adjustment for the issuance of the Series B Contingent Convertible Preferred shares on cash, additional paid-in-capital and par value. |
f. |
Reflects the increase in long-term debt and cash for amount drawn on the line of credit to fund the acquisition of the White Star Properties. |
Exhibit 99.3
2. |
Supplementary Disclosure of Oil and Natural Gas Operations |
Oil and Natural Gas Reserve Quantities
The following tables provide a pro forma rollforward of the crude oil, natural gas, natural gas liquids and total proved reserves for the year ended December 31, 2018, as well as pro forma proved developed and undeveloped reserves at the beginning and end of the year, as if the Transactions occurred on January 1, 2018.
|
|
Oil and Condensate (Mbbls) |
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Proved developed and undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
10,649 |
|
28,625 |
|
39,274 |
|
Sales of minerals in place |
|
(1,914) |
|
(721) |
|
(2,635) |
|
Extensions and discoveries |
|
3,977 |
|
2,080 |
|
6,057 |
|
Revisions of previous estimates |
|
(2,708) |
|
(13,697) |
|
(16,405) |
|
Production |
|
(570) |
|
(2,336) |
|
(2,906) |
|
December 31, 2018 |
|
9,434 |
|
13,951 |
|
23,385 |
|
Proved developed reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
3,364 |
|
13,916 |
|
17,280 |
|
December 31, 2018 |
|
3,103 |
|
13,951 |
|
17,054 |
|
Proved undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
7,285 |
|
14,709 |
|
21,994 |
|
December 31, 2018 |
|
6,331 |
|
— |
|
6,331 |
|
|
|
Natural Gas (MMcf) |
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Proved developed and undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
91,719 |
|
179,574 |
|
271,293 |
|
Sales of minerals in place |
|
(10,636) |
|
(4,873) |
|
(15,509) |
|
Extensions and discoveries |
|
4,499 |
|
11,238 |
|
15,737 |
|
Revisions of previous estimates |
|
(21,597) |
|
(68,774) |
|
(90,371) |
|
Production |
|
(9,779) |
|
(15,624) |
|
(25,403) |
|
December 31, 2018 |
|
54,206 |
|
101,541 |
|
155,747 |
|
Proved developed reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
82,133 |
|
103,809 |
|
185,942 |
|
December 31, 2018 |
|
46,840 |
|
101,541 |
|
148,381 |
|
Proved undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
9,586 |
|
75,765 |
|
85,351 |
|
December 31, 2018 |
|
7,366 |
|
— |
|
7,366 |
|
Exhibit 99.3
|
|
Natural Gas Liquids (Mbbls) |
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Proved developed and undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
5,607 |
|
26,265 |
|
31,872 |
|
Sales of minerals in place |
|
(519) |
|
(860) |
|
(1,379) |
|
Extensions and discoveries |
|
795 |
|
1,599 |
|
2,394 |
|
Revisions of previous estimates |
|
(1,893) |
|
(9,235) |
|
(11,128) |
|
Production |
|
(473) |
|
(1,911) |
|
(2,384) |
|
December 31, 2018 |
|
3,517 |
|
15,858 |
|
19,375 |
|
Proved developed reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
3,596 |
|
14,868 |
|
18,464 |
|
December 31, 2018 |
|
2,297 |
|
15,858 |
|
18,155 |
|
Proved undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
2,011 |
|
11,397 |
|
13,408 |
|
December 31, 2018 |
|
1,220 |
|
— |
|
1,220 |
|
|
|
|
|
|
|
|
|
|
|
Total (MMcfe) |
|
||||
|
|
Contango |
|
White Star |
|
Pro Forma |
|
Proved developed and undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
189,254 |
|
508,914 |
|
698,168 |
|
Sales of minerals in place |
|
(25,234) |
|
(14,359) |
|
(39,593) |
|
Extensions and discoveries |
|
33,136 |
|
33,312 |
|
66,448 |
|
Revisions of previous estimates |
|
(49,206) |
|
(206,366) |
|
(255,572) |
|
Production |
|
(16,039) |
|
(41,106) |
|
(57,145) |
|
December 31, 2018 |
|
131,911 |
|
280,395 |
|
412,306 |
|
Proved developed reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
123,895 |
|
276,510 |
|
400,405 |
|
December 31, 2018 |
|
79,234 |
|
280,395 |
|
359,629 |
|
Proved undeveloped reserves as of: |
|
|
|
|
|
|
|
January 1, 2018 |
|
65,359 |
|
232,404 |
|
297,763 |
|
December 31, 2018 |
|
52,677 |
|
— |
|
52,677 |
|
White Star’s proved undeveloped reserves were reduced by 232.4 Bcfe for the year ended December 31, 2018 as these reserves no longer met the SEC five-year development rule.
Standardized Measure of Discounted Future Net Cash Flows
The following pro forma standardized measure of the discounted net future cash flows and changes applicable to proved reserves reflect the effect of income taxes assuming the White Star Properties had been subject to federal income tax. The future cash flows are discounted at 10% per year and assume continuation of existing economic conditions.
The standardized measure of discounted future net cash flows, in management’s opinion, should be examined with caution. The basis for this table is the reserve studies prepared by independent petroleum engineering consultants, which contain imprecise estimates of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation. Therefore, the standardized measure of discounted future net cash flow is not necessarily indicative of the fair value of proved oil and gas properties.
The data presented should not be viewed as representing the expected cash flow from or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations
Exhibit 99.3
and frequent revisions. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.
The pro forma standardized measure of discounted estimated net cash flows related to proved oil and gas reserves was as follows as of December 31, 2018 (in thousands):
|
|
|
|
|
|
Pro Forma |
|
|
||||
|
|
Contango |
|
White Star |
|
Adjustments |
|
Pro Forma |
||||
Future cash inflows |
|
$ |
854,869 |
|
$ |
1,552,051 |
|
$ |
— |
|
$ |
2,406,920 |
Future production costs |
|
|
(271,679) |
|
|
(776,070) |
|
|
— |
|
|
(1,047,749) |
Future development costs |
|
|
(165,919) |
|
|
1,762 |
|
|
— |
|
|
(164,157) |
Future income tax expenses |
|
|
(3,407) |
|
|
— |
|
|
(97,380) |
(a) |
|
(100,787) |
Future net cash flows |
|
|
413,864 |
|
|
777,743 |
|
|
(97,380) |
|
|
1,094,227 |
10% annual discount for estimated timing of cash flows |
|
|
(194,920) |
|
|
(330,471) |
|
|
67,055 |
|
|
(458,336) |
Standardized measure of discounted future net cash flows |
|
$ |
218,944 |
|
$ |
447,272 |
|
$ |
(30,325) |
|
$ |
635,891 |
(a) |
Reflects the income tax effect associated with the acquisition of the White Star Properties using an estimated combined federal and state statutory tax rate of approximately 25.7%. |
The changes in the pro forma standardized measure of discounted estimated future net cash flows were as follows for the year ended December 31, 2018 (in thousands):
|
|
|
|
|
|
Pro Forma |
|
|
||||
|
|
Contango |
|
White Star |
|
Adjustments |
|
Pro Forma |
||||
Balance at January 1, 2018 |
|
$ |
255,907 |
|
$ |
511,056 |
|
$ |
— |
|
$ |
766,963 |
Sales of natural gas and oil produced during the period, net of production expenses |
|
|
(51,496) |
|
|
(136,453) |
|
|
— |
|
|
(187,949) |
Extensions and discoveries |
|
|
46,732 |
|
|
53,015 |
|
|
— |
|
|
99,747 |
Net change in prices and production costs |
|
|
33,195 |
|
|
35,183 |
|
|
— |
|
|
68,378 |
Changes in estimated future development costs |
|
|
(2,096) |
|
|
(7,331) |
|
|
— |
|
|
(9,427) |
Revisions in quantity estimates |
|
|
(58,063) |
|
|
(272,711) |
|
|
— |
|
|
(330,774) |
Purchase of reserves |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Sale of reserves |
|
|
(38,257) |
|
|
(22,849) |
|
|
— |
|
|
(61,106) |
Previously estimated development costs incurred |
|
|
4,467 |
|
|
19,421 |
|
|
— |
|
|
23,888 |
Accretion of discount |
|
|
25,728 |
|
|
51,106 |
|
|
— |
|
|
76,834 |
Changes in income taxes |
|
|
(188) |
|
|
— |
|
|
(97,380) |
(a) |
|
(97,568) |
Change in timing of production rates and other |
|
|
3,015 |
|
|
216,835 |
|
|
— |
|
|
219,850 |
Balance at December 31, 2018 |
|
$ |
218,944 |
|
$ |
447,272 |
|
$ |
(97,380) |
|
$ |
568,836 |
(a) |
Reflects the income tax effect associated with the acquisition of the White Star Properties using an estimated combined federal and state statutory tax rate of approximately 25.7%. |