Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - GEOKINETICS INC | a10-16133_18k.htm |
| EX-99.1 - EX-99.1 - GEOKINETICS INC | a10-16133_1ex99d1.htm |
| EX-23.1 - EX-23.1 - GEOKINETICS INC | a10-16133_1ex23d1.htm |
| EX-23.2 - EX-23.2 - GEOKINETICS INC | a10-16133_1ex23d2.htm |
Exhibit 99.2
Unaudited Condensed Pro Forma Combined Balance Sheet
As of December 31, 2009
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Historical |
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PGS |
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Pro Forma |
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Pro Forma |
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Geokinetics |
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Onshore |
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Adjustments |
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Combined |
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(in thousands) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
10,176 |
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$ |
12,845 |
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$ |
(12,845 |
) |
(B) |
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10,176 |
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Restricted cash |
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121,837 |
|
345 |
|
(345 |
) |
(B) |
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55,191 |
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(66,646 |
) |
(D) |
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Accounts receivable |
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143,944 |
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47,508 |
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— |
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191,452 |
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||||
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Deferred costs |
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14,364 |
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14,059 |
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1,806 |
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(A) |
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30,229 |
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||||
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Prepaid expenses and other current assets |
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10,488 |
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17,234 |
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— |
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27,722 |
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||||
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Total current assets |
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300,809 |
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91,991 |
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(78,030 |
) |
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314,770 |
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Property and equipment, net |
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187,833 |
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46,728 |
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— |
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234,561 |
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Restricted cash to be used for PGS Onshore acquisition |
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183,920 |
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— |
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(183,411 |
) |
(C) |
|
509 |
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Multi-client data library, net |
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6,602 |
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52,328 |
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— |
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58,930 |
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Goodwill |
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73,414 |
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— |
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52,008 |
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(C) |
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125,422 |
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Other assets |
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19,112 |
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1,623 |
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(309 |
) |
(B) |
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20,426 |
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Total assets |
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$ |
771,690 |
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$ |
192,670 |
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$ |
(209,742 |
) |
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$ |
754,618 |
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LIABILITIES, MEZZANINE AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Current portion of long-term debt and capital leases |
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$ |
68,256 |
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$ |
— |
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$ |
(66,646 |
) |
(D) |
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$ |
1,610 |
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Accounts payable |
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55,390 |
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4,196 |
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— |
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59,586 |
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Accrued liabilities |
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61,814 |
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23,033 |
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(4,854 |
) |
(B) |
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79,993 |
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Unearned revenue |
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14,081 |
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— |
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— |
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14,081 |
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Federal income taxes payable |
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15,335 |
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9,619 |
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(9,619 |
) |
(B) |
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15,335 |
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Total current liabilities |
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214,876 |
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36,848 |
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(81,119 |
) |
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170,605 |
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Long-term debt and capital lease obligations, net of current |
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296,601 |
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— |
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— |
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296,601 |
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Deferred income taxes and other non-current liabilities |
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15,803 |
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5,967 |
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— |
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21,770 |
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Mandatorily redeemable preferred stock |
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32,104 |
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— |
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— |
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32,104 |
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Total liabilities |
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559,384 |
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42,815 |
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(81,119 |
) |
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521,080 |
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Mezzanine equity |
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66,976 |
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— |
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— |
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(L) |
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66,976 |
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Stockholders’ equity |
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Common stock |
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156 |
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— |
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2 |
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(A) |
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179 |
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21 |
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(E) |
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Additional paid-in capital |
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215,859 |
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— |
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1,804 |
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(A) |
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238,042 |
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|
974 |
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(B) |
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19,405 |
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(F) |
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Accumulated deficit |
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(70,705 |
) |
149,855 |
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(150,829 |
) |
(C) |
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(71,679 |
) |
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Accumulated other comprehensive income |
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20 |
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— |
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20 |
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Total stockholders’ equity |
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145,330 |
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149,855 |
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(128,623 |
) |
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166,562 |
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Total liabilities, mezzanine and stockholders’ equity |
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$ |
771,690 |
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$ |
192,670 |
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$ |
(209,742 |
) |
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$ |
754,618 |
|
See accompanying footnotes.
Unaudited Condensed Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2009
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Historical |
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PGS |
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Pro Forma |
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Pro Forma |
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Geokinetics |
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Onshore |
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Adjustments |
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Combined |
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(in thousands, except per share data) |
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Revenues: |
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Seismic acquisition |
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$ |
489,983 |
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$ |
195,842 |
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$ |
— |
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|
685,825 |
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Data processing |
|
10,683 |
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— |
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— |
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10,683 |
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Multi-client library |
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10,300 |
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4,220 |
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— |
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14,520 |
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Total revenue |
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510,966 |
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200,062 |
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— |
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711,028 |
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Expenses: |
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Cost of sales |
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370,166 |
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175,312 |
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— |
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|
545,478 |
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Selling, research and administrative costs |
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53,791 |
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14,700 |
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2,800 |
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(G) |
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71,291 |
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Multi-client library amortization |
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6,630 |
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11,031 |
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— |
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17,661 |
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Depreciation and amortization |
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50,291 |
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20,958 |
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— |
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71,249 |
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Total expenses |
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480,878 |
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222,001 |
|
2,800 |
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705,679 |
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Loss on disposal of property and equipment |
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(3,759 |
) |
— |
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— |
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(3,759 |
) |
||||
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Operating income |
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26,329 |
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(21,939 |
) |
(2,800 |
) |
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1,590 |
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Other income (expense): |
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Interest income |
|
242 |
|
368 |
|
— |
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|
610 |
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||||
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Interest expense |
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(6,213 |
) |
(10,268 |
) |
(15,895 |
) |
(H) |
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(32,376 |
) |
||||
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Mandatorily redeemable preferred stock costs |
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— |
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— |
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(4,220 |
) |
(I) |
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(4,220 |
) |
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Loss on change in fair value of derivative liabilities |
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(7,324 |
) |
— |
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|
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(7,324 |
) |
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Other financial items, net |
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(2,117 |
) |
1,788 |
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(1,533 |
) |
(J) |
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(1,862 |
) |
||||
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Total other income (expense) |
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(15,412 |
) |
(8,112 |
) |
(21,648 |
) |
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(45,172 |
) |
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Income (loss) before income taxes |
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10,917 |
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(30,051 |
) |
(24,448 |
) |
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(43,582 |
) |
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Provision for income taxes |
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23,252 |
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11,218 |
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— |
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|
34,470 |
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Net income (loss) |
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(12,335 |
) |
(41,269 |
) |
(24,448 |
) |
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(78,052 |
) |
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Inducements paid to preferred stockholders |
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(9,059 |
) |
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(9,059 |
) |
||||
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Dividends and accretion on preferred stock |
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(12,731 |
) |
— |
|
1,411 |
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(K) |
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(11,320 |
) |
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Income (loss) applicable to common stockholders |
|
$ |
(34,125 |
) |
$ |
(41,269 |
) |
$ |
(23,037 |
) |
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$ |
(98,431 |
) |
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Income per common share: |
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|
|
|
|
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Basic and diluted |
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$ |
(3.14 |
) |
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$ |
(5.57 |
) |
||
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Weighted average common shares outstanding: |
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Basic and diluted |
|
10,875 |
|
|
|
6,782 |
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(A),(E) |
|
17,657 |
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See accompanying footnotes.
Footnotes to Unaudited Condensed Pro Forma
Combined Financial Information
Unaudited Condensed Pro Forma Combined Balance Sheet Footnotes
All numbers in thousands (except share and per share amounts):
(A) Represents the par value ($2) and the excess of par value ($1,804) from sale of 207,000 shares issued as a result of the overallotment to underwriters in the equity offering with a fair value of $8.72 issued in January 2010.
(B) Effect of the net assets that are not included in the acquisition (the “Excluded Assets”):
|
Cash |
|
$ |
12,845 |
|
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Restricted cash |
|
345 |
|
|
|
Non-Current deferred tax asset |
|
309 |
|
|
|
Deferred tax liabilities and other |
|
(4,854 |
) |
|
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Income taxes payable |
|
(9,619 |
) |
|
|
Excluded net liabilities |
|
$ |
(974 |
) |
(C) The following table presents the preliminary allocation of the excess purchase price of the net assets acquired:
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Net assets of PGS Onshore |
|
$ |
149,855 |
|
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Less: Excluded net assets |
|
974 |
|
|
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Net assets acquired |
|
150,829 |
|
|
|
Purchase price (1) |
|
202,837 |
|
|
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Excess purchase price |
|
$ |
52,008 |
|
(1) Calculated as follows:
|
Original purchase price |
|
$ |
210,000 |
|
|
Issuance of 2,153,616 shares of the Company’s common stock, valued at $12.11 per share for purposes of the transaction |
|
(26,080 |
) |
|
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Cash price paid at closing |
|
183,920 |
|
|
|
Working capital adjustment |
|
(2,802 |
) |
|
|
Adjustment for cash acquired |
|
2,293 |
|
|
|
Adjusted cash price |
|
183,411 |
|
|
|
Issuance of 2,153,616 shares of the Company’s common stock at fair market value of $9.02 per share on the day of the acquisition |
|
19,426 |
|
|
|
Adjusted purchase price |
|
$ |
202,837 |
|
The excess purchase price has been allocated to goodwill. Estimates and assumptions are subject to change upon managements review of final valuations of the acquired assets and assumed liabilities. Any changes to purchase price or changes in estimates will be reflected as a change to goodwill.
(D) Reflects the repayment of our long-term debt, capital lease and other obligations.
(E) Includes the par value of the common stock issued to Petroleum Geo-Services (2,153,616 shares).
(F) Represents the excess of par value of shares issued to Petroleum Geo-Services (2,153,616 shares). The fair value of the shares issued to Petroleum Geo-Services was $9.02 per share which represents the value of the shares on the date of the acquisition.
Unaudited Condensed Pro Forma Combined Statements of Operations Footnotes
All numbers in thousands:
(G) Represents the advisory fees and expenses associated with the PGS Onshore acquisition of $2,800.
(H) The adjustments to interest expense include the following items:
(1) interest expense on new senior secured revolving credit facility of $28,529; plus
(2) the amortization of debt issuance costs and the original issue discount related to the note offering and these notes of $3,049; less
(3) the elimination of interest expense related to the retirement of our current working capital facility and capital leases of $5,415; and less
(4) the elimination of interest expense relating to indebtedness of PGS Onshore that we will not be assuming of $10,268.
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Adjustment |
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Description: |
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|
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(1) Interest expense on the notes |
|
$ |
28,529 |
|
|
(2) Amortization of deferred financing costs and the original issue discount related to the notes |
|
3,049 |
|
|
|
(3) Elimination of interest expense |
|
(5,415 |
) |
|
|
(4) Elimination of PGS Onshore interest expense |
|
(10,268 |
) |
|
|
Total |
|
$ |
15,895 |
|
(I) Dividends payable and accretion of discount related to the series C preferred stock of $4,220 for the year ended December 31, 2009. The new series of preferred stock is considered a mandatorily redeemable financial instrument that is within the scope of ASC 480, “Distinguishing liabilities from equity” and therefore is classified as a long-term liability.
(J) Reflects loss on early repayment of debt of $1,533 incurred in connection with retirement of current working capital facility and capital leases.
(K) Dividends and accretion on preferred stock were reduced by dividends on the series B-2 preferred stock of $2,681 which were exchanged for series C preferred stock, net of an increase in the dividend rate on the series B-1 preferred stock of $1,270.