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8-K - 8-K - Whiting Canadian Holding Co ULCa11-28942_18k.htm
EX-10.2 - EX-10.2 - Whiting Canadian Holding Co ULCa11-28942_1ex10d2.htm
EX-99.3 - EX-99.3 - Whiting Canadian Holding Co ULCa11-28942_1ex99d3.htm
EX-99.1 - EX-99.1 - Whiting Canadian Holding Co ULCa11-28942_1ex99d1.htm
EX-23.1 - EX-23.1 - Whiting Canadian Holding Co ULCa11-28942_1ex23d1.htm
EX-99.4 - EX-99.4 - Whiting Canadian Holding Co ULCa11-28942_1ex99d4.htm
EX-10.3 - EX-10.3 - Whiting Canadian Holding Co ULCa11-28942_1ex10d3.htm
EX-10.5 - EX-10.5 - Whiting Canadian Holding Co ULCa11-28942_1ex10d5.htm
EX-10.1 - EX-10.1 - Whiting Canadian Holding Co ULCa11-28942_1ex10d1.htm
EX-10.4 - EX-10.4 - Whiting Canadian Holding Co ULCa11-28942_1ex10d4.htm
EX-10.6 - EX-10.6 - Whiting Canadian Holding Co ULCa11-28942_1ex10d6.htm

Exhibit 99.2

 

KODIAK OIL & GAS CORP.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2011

(amounts in thousands, except share data)

 

 

 

Kodiak

 

 

 

Kodiak

 

 

 

Oil & Gas

 

Pro Forma

 

Oil & Gas

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

78,641

 

$

(4,100

)(b)

$

74,541

 

Accounts receivable

 

 

 

 

 

 

 

Trade

 

18,049

 

 

18,049

 

Accrued sales revenues

 

11,952

 

2,700

(a)

14,652

 

Commodity price risk management asset

 

4,978

 

 

4,978

 

Inventory, prepaid expenses and other

 

20,002

 

944

(a)

20,946

 

 

 

 

 

 

 

 

 

Total Current Assets

 

133,622

 

(456

)

133,166

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Proved oil and gas properties

 

325,190

 

119,628

(a)

444,818

 

Unproved oil and gas properties

 

184,766

 

108,477

(a)

293,243

 

Wells in progress

 

71,578

 

17,384

(a)

88,962

 

Equipment and facilities

 

4,367

 

 

4,367

 

Less-accumulated depletion, depreciation, amortization, accretion and writedowns

 

(118,732

)

 

(118,732

)

Net oil and gas properties

 

467,169

 

245,489

 

712,658

 

 

 

 

 

 

 

 

 

Cash held in escrow

 

17,671

 

(17,671

)(c)

 

Commodity price risk management asset

 

4,788

 

 

4,788

 

Property and equipment, net of accumulated depreciation of $522 at September 30, 2011 and $377 at December 31, 2010

 

1,100

 

 

1,100

 

Deferred financing costs, net of amortization of $677 at September 30, 2011 and $83 at December 31, 2010

 

2,970

 

4,100

(b)

7,070

 

 

 

 

 

 

 

 

 

Total Assets

 

$

627,320

 

$

231,462

 

$

858,782

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

53,615

 

$

575

(a), (d)

$

54,190

 

Commodity price risk management liability

 

 

 

 

Total Current Liabilities

 

53,615

 

575

 

54,190

 

 

 

 

 

 

 

 

 

Noncurrent Liabilities

 

 

 

 

 

 

 

Long term debt

 

55,000

 

230,542

(e)

285,542

 

Commodity price risk management liability

 

 

 

 

Asset retirement obligations

 

2,556

 

545

(a), (f)

3,101

 

Total Noncurrent Liabilities

 

57,556

 

231,087

 

288,643

 

 

 

 

 

 

 

 

 

Total Liabilities

 

111,171

 

231,662

 

342,833

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

Common stock - no par value; unlimited authorized

 

 

 

 

 

 

 

Issued and outstanding: 209,331,439 shares as of September 30, 2011 and 178,168,205 shares as of December 31, 2010

 

586,784

 

 

586,784

 

Accumulated deficit

 

(70,635

)

(200

)(d)

(70,835

)

Total Stockholders’ Equity

 

516,149

 

(200

)

515,949

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

627,320

 

$

231,462

 

$

858,782

 

 


(a)

To record the pro forma allocation of the preliminary purchase price of the acquisition.

(b)

To record cash utilized for origination fees and related loan closing costs associated with increasing and amending the existing credit facilities and the related deferred asset.

(c)

To record cash released from escrow that was credited to the purchase price at the closing of the acquisition.

(d)

To record estimated acquisition costs.

(e)

To record long term financing on utilization of the credit facilities.

(f)

To record asset retirement obligations.

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements

 



 

KODIAK OIL & GAS CORP.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(amounts in thousands, except share data)

 

 

 

Kodiak

 

 

 

 

 

Kodiak

 

 

 

Oil & Gas

 

 

 

Pro Forma

 

Oil & Gas

 

 

 

Historical

 

Properties

 

Adjustments

 

Pro Forma

 

 

 

 

 

(a)

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Oil sales

 

$

62,588

 

$

19,081

 

$

 

$

81,669

 

Gas sales

 

2,387

 

557

 

 

2,944

 

Total revenues

 

64,975

 

19,638

 

 

84,613

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Oil and gas production

 

13,512

 

2,907

 

 

16,419

 

Depletion, depreciation, amortization and accretion

 

15,054

 

 

4,500

(b)

19,554

 

General and administrative

 

13,069

 

 

 

13,069

 

Total expenses

 

41,635

 

2,907

 

4,500

 

49,042

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

23,340

 

16,731

 

(4,500

)

35,571

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Gain (loss) on commodity price risk management activities

 

13,968

 

 

 

13,968

 

Interest income (expense), net

 

(598

)

 

(800

)(c)

(1,398

)

Other income

 

920

 

 

 

920

 

Total other income (expense)

 

14,290

 

 

(800

)

13,490

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

37,630

 

$

16,731

 

$

(5,300

)

$

49,061

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.20

 

 

 

 

 

$

0.26

 

Diluted

 

$

0.20

 

 

 

 

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

186,891,361

 

 

 

 

186,891,361

 

Diluted

 

189,951,979

 

 

 

 

189,951,979

 

 


(a)

Operating revenues and direct operating expenses of the Oil and Gas Properties Acquired for the nine months ended September 30, 2011.

(b)

To record additional depletion, depreciation, amortization and accretion expense.

(c)

To record incremental interest expense on acquisition financing and record amortization expense of the origination fees associated with obtaining the financing.  Interest expense of approximately $7.1 million was capitalized.

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements

 



 

KODIAK OIL & GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.           BASIS OF PRESENTATION

 

On September 27, 2011, Kodiak Oil & Gas Corp. and its subsidiary (the “Company” or the “Buyer”) entered into a definitive purchase and sale agreement (the “Agreement”), between BTA Oil Producers, LLC, a Texas limited liability company (the “Seller”) 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 “Oil and Gas Properties Acquired”).  The aggregate purchase price for the Oil and Gas Properties was approximately $235.6 million, subject to purchase price adjustments calculated as of October 28, 2011 (“Closing Date”).  The effective date for the acquisition of the Oil and Gas Properties Acquired is August 1, 2011 (the “Effective Date”).

 

In conjunction with the closing of the acquisition, the Company amended and restated its Credit Agreement and its Second Lien Credit Agreement.  The borrowing base under the Amended and Restated Credit Agreement was increased from $110.0 million to $225.0 million and the initial commitment under the Amended and Restated Second Lien Credit Agreement was increased from $55.0 million to $100.0 million.  The Company used the initial cash deposit held in escrow of $17.7 million and the additional $45.0 million from the Amended and Restated Second Lien Credit Agreement and $185.5 million from its Amended and Restated Credit Agreement to close the acquisition of the Oil and Gas Properties Acquired.

 

The unaudited pro forma condensed balance sheet presents the acquisition of the Oil and Gas Properties Acquired as if the acquisition had occurred on September 30, 2011 and the pro forma unaudited statement of operations presents the acquisition as if it had occurred on January 1, 2010. The adjustments to the pro forma unaudited statement of operations also assumes the acquisition had occurred on January 1, 2010. 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 acquisition 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.

 

These unaudited pro forma condensed consolidated financial statements should be read in conjunction with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, our Annual Report on Form 10-K for the year ended December 31, 2010, and the Statement of Operating Revenues and Direct Operating Expenses of the Oil and Gas Properties Acquired by Kodiak Oil & Gas Corp. for the years ended December 31, 2010 and December 31, 2009 and the nine months ended September 30, 2011 (unaudited) and September 30, 2010 (unaudited).

 

The accompanying unaudited pro forma condensed consolidated financial statements give effect to the acquisition of the Oil and Gas Properties Acquired as if the acquisition and related financing had occurred as of September 30, 2011 for purposes of the pro forma balance sheet and as of January 1, 2010 for purposes of the pro forma statement of operations.  Additionally, the Company records acquisition costs to general and administrative expenses.  Acquisition costs of approximately $100,000 were incurred through September 30, 2011.

 

The following purchase price allocation is preliminary and includes significant use of estimates. This preliminary allocation is based on information that was available to management at the time these financial statements were prepared. 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.

 



 

KODIAK OIL & GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The following table summarizes the preliminary purchase price and preliminary estimated values of assets acquired and liabilities assumed (in thousands):

 

Purchase Price

 

October 28, 2011

 

Consideration Given

 

 

 

Cash

 

$

17,671

 

Cash from Credit Facilities

 

230,542

 

 

 

 

 

Total consideration given

 

$

248,213

 

 

Preliminary Allocation of Purchase Price

 

 

 

Proved oil and gas properties

 

$

119,628

 

Unproved oil and gas properties

 

108,477

 

Wells in progress

 

17,384

 

Total fair value of oil and gas properties acquired

 

245,489

 

 

 

 

 

Working capital

 

$

3,269

 

Asset retirement obligation

 

(545

)

 

 

 

 

Net assets acquired

 

$

248,213

 

 

 

 

 

Working capital acquired was estimated as follows:

 

 

 

Accounts receivable

 

2,700

 

Prepaid drilling costs

 

754

 

Crude oil inventory

 

190

 

Suspense payable

 

(375

)

 

 

 

 

Total working capital

 

$

3,269

 

 

2.           PRO FORMA ADJUSTMENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEET

 

a. Record the pro forma allocation of the preliminary purchase price of the acquisition to the acquired assets and liabilities based on the initial fair values, pending completion of the Company’s valuation analysis;

 

b. Record cash utilized for origination fees and related loan closing costs with increasing and amending the existing credit facility and record the related asset of $4.1 million;

 

c. To record cash released from escrow that was credited to the purchase price at the closing of the acquisition of $17.7 million;

 

d. Record estimated acquisition costs (attorney, accountant and consulting fees) of $200,000.  Acquisition costs incurred through September 30, 2011 were approximately $100,000 and are recorded in the statement of operations within the general and administrative expenses line item of Kodiak Oil and Gas Historical;

 

e. Record long term finance utilization consisting of the credit facilities of $230.5 million;

 

f. Record asset retirement obligations assumed to preliminary estimate of fair value.

 



 

KODIAK OIL & GAS CORP.

 

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

3.           PRO FORMA ADJUSTMENTS TO THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 

a. Operating revenues and direct operating expenses of the Oil and Gas Properties Acquired for the nine months ended September 30, 2011;

 

b. Record additional depletion, depreciation, amortization and accretion expense attributable to the preliminary purchase price allocation;

 

c. Record incremental interest expense on acquisition financing, using its amended and restated Credit Agreement and its Second Lien Credit Agreement.  Borrowings of $185.5 million were utilized on the amended and restated Credit Agreement and $45.0 million on the Second Lien Credit Agreement using their interest rates of 3.00% and 9.50%, respectively.   Additionally, to record amortization expense of the origination fees and related closing costs associated with obtaining financing for the acquisition.  Interest expense of $7.1 million was capitalized and amortization expense of $800,000 was recorded.