Attached files

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8-K - 8-K - Whiting Canadian Holding Co ULCa11-29731_38k.htm
EX-10.3 - EX-10.3 - Whiting Canadian Holding Co ULCa11-29731_3ex10d3.htm
EX-99.2 - EX-99.2 - Whiting Canadian Holding Co ULCa11-29731_3ex99d2.htm
EX-10.2 - EX-10.2 - Whiting Canadian Holding Co ULCa11-29731_3ex10d2.htm
EX-99.1 - EX-99.1 - Whiting Canadian Holding Co ULCa11-29731_3ex99d1.htm
EX-99.5 - EX-99.5 - Whiting Canadian Holding Co ULCa11-29731_3ex99d5.htm
EX-23.1 - EX-23.1 - Whiting Canadian Holding Co ULCa11-29731_3ex23d1.htm
EX-99.4 - EX-99.4 - Whiting Canadian Holding Co ULCa11-29731_3ex99d4.htm
EX-10.1 - EX-10.1 - Whiting Canadian Holding Co ULCa11-29731_3ex10d1.htm
EX-23.2 - EX-23.2 - Whiting Canadian Holding Co ULCa11-29731_3ex23d2.htm
EX-99.7 - EX-99.7 - Whiting Canadian Holding Co ULCa11-29731_3ex99d7.htm
EX-99.6 - EX-99.6 - Whiting Canadian Holding Co ULCa11-29731_3ex99d6.htm

Exhibit 99.3

 

KODIAK OIL & GAS CORP.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(amounts in thousands, except share data)

 

 

 

Kodiak

 

 

 

 

 

 

 

Kodiak

 

 

 

Oil & Gas

 

BTA

 

NPE

 

Pro Forma

 

Oil & Gas

 

 

 

Historical

 

Properties

 

Properties

 

Adjustments

 

Pro Forma

 

 

 

 

 

(a)

 

(b)

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

30,212

 

$

2,984

 

$

5,013

 

$

 

$

38,209

 

Gas sales

 

783

 

149

 

37

 

 

969

 

Total revenues

 

30,995

 

3,133

 

5,050

 

 

39,178

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Oil and gas production

 

6,795

 

505

 

1,117

 

 

8,417

 

Depletion, depreciation, amortization and accretion

 

8,234

 

 

 

5,800

(c)

14,034

 

General and administrative

 

12,190

 

 

 

 

12,190

 

Total expenses

 

27,219

 

505

 

1,117

 

5,800

 

34,641

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

3,776

 

2,628

 

3,933

 

(5,800

)

4,537

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on commodity price risk management activities

 

(6,146

)

 

 

 

 

(6,146

)

Interest income (expense), net

 

(39

)

 

 

(2,800

)(d)

(2,839

)

Other income

 

7

 

 

 

 

7

 

Total other income (expense)

 

(6,178

)

 

 

(2,800

)

(8,978

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,402

)

$

2,628

 

$

3,933

 

$

(8,600

)

$

(4,441

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.02

)

 

 

 

 

 

 

$

(0.03

)

Diluted

 

$

(0.02

)

 

 

 

 

 

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

131,444,440

 

 

 

 

 

43,985,084

 

175,429,524

 

Diluted

 

131,444,440

 

 

 

 

 

43,985,084

 

175,429,524

 

 


(a)

Operating revenues and direct operating expenses of the October 2011 Acquisition for the year ended December 31, 2010.

(b)

Operating revenues and direct operating expenses of the Proposed January 2012 Acquisition for the year ended December 31, 2010.

(c)

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

(d)

Reflects incremental interest expense on acquisition financing, using our first lien credit agreement and the notes. Borrowings of $29.3 million were drawn under our first lien credit agreement and $550.0 million on the notes. The pro forma statement assumes that we issue the notes and do not utilize the bridge financing. Additionally, to record amortization expense of the origination fees and related closing costs associated with obtaining financing for the acquisitions. Interest expense of $45.3 million was capitalized and amortization expense of $2.8 million was recorded.

 

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, 2010

(amounts in thousands, except share data)

 

 

 

Kodiak

 

 

 

 

 

 

 

Kodiak

 

 

 

Oil & Gas

 

BTA

 

NPE

 

Pro Forma

 

Oil & Gas

 

 

 

Historical

 

Properties

 

Properties

 

Adjustments

 

Pro Forma

 

 

 

 

 

(a)

 

(b)

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

19,374

 

$

1,172

 

$

2,257

 

$

 

$

22,803

 

Gas sales

 

599

 

127

 

17

 

 

743

 

Total revenues

 

19,973

 

1,299

 

2,274

 

 

23,546

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Oil and gas production

 

4,435

 

252

 

340

 

 

5,027

 

Depletion, depreciation, amortization and accretion

 

4,932

 

 

 

3,800

(c)

8,732

 

General and administrative

 

7,439

 

 

 

 

7,439

 

Total expenses

 

16,806

 

252

 

340

 

3,800

 

21,198

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

3,167

 

1,047

 

1,934

 

(3,800

)

2,348

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on commodity price risk management activities

 

(1,101

)

 

 

 

(1,101

)

Interest income (expense), net

 

(108

)

 

 

(2,100

)(d)

(2,208

)

Other income

 

5

 

 

 

 

5

 

Total other income (expense)

 

(1,204

)

 

 

(2,100

)

(3,304

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,963

 

$

1,047

 

$

1,934

 

$

(5,900

)

$

(956

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

 

 

 

 

 

 

$

(0.01

)

Diluted

 

$

0.02

 

 

 

 

 

 

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

123,929,455

 

 

 

 

 

43,985,084

 

167,914,539

 

Diluted

 

125,533,666

 

 

 

 

 

43,985,084

 

169,518,750

 

 


(a)

Operating revenues and direct operating expenses of the October 2011 Properties Acquired for the nine months ended September 30, 2010.

(b)

Operating revenues and direct operating expenses of the January 2012 Properties to be Acquired for the nine months ended September 30, 2010.

(c)

Reflects additional depletion, depreciation, amortization and accretion expense.

(d)

Reflects incremental interest expense on acquisition financing and record amortization expense of the origination fees associated with obtaining the financing. Interest expense of approximately $34.0 million was capitalized.

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements

 



 

KODIAK OIL AND GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED 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”), under which Kodiak has agreed to acquire certain oil and gas leaseholds, overriding royalty interests and producing properties located primarily in the State of North Dakota (the “Properties”), and various other related rights, permits, contracts, equipment and other assets, including the assignment and assumption of a rig drilling contract (the “January 2012 Properties to be Acquired”. The effective date for the acquisition of the January 2012 Properties to be Acquired is September 1, 2011.  The closing of the acquisition of the January 2012 Properties to be Acquired is expected to take place on or before January 6, 2012, subject to the satisfaction of customary closing conditions. The aggregate purchase price for the acquisition of the January 2012 Properties to be Acquired is approximately $590 million, subject to adjustment.  Kodiak is required to pay $540 million of the purchase price in cash at closing and the remaining $50 million of the purchase price in shares of its common stock, calculated based upon the volume weighted average share price of Kodiak’s common stock as reported by the New York Stock Exchange during the five trading days prior to the second business day prior to closing.

 

The cash portion is expected to be funded by available cash balances, borrowings under existing credit agreements, and proceeds from a senior notes offering and a concurrent offering of the Company’s common stock.  The Company has obtained stand-by bridge financing to enable the Company to close the Acquisition to the extent the Company is unable to fund the purchase price and related transaction costs with proceeds from this sale of the senior notes and the concurrent offering of the Company’s common stock.

 

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 Properties Acquired”).  The aggregate purchase price for the October 2011 Properties Acquired 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 October 2011 Properties Acquired is August 1, 2011 (the “Effective Date”).

 

In conjunction with the closing of the acquisition of the October 2011 Properties Acquired, 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 October 2011 Properties Acquired.

 

The unaudited pro forma statements of operations for the year ended December 31, 2010 and for the nine months ended September 30, 2010 presents the acquisitions of the January 2012 Properties to be Acquired and the October 2011 Properties Acquired as if they 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 acquisitions been effected on the assumed dates. Additionally, future results may vary significantly from the results reflected in the unaudited pro forma consolidated statements 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, our Annual Report on Form 10-K for the year ended December 31, 2010, the Statement of Operating Revenues and Direct Operating Expenses of the October 2011 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 2010 (unaudited), and the January 2012 Properties to be Acquired by Kodiak Oil & Gas Corp. for the year ended December 31, 2010 and the nine months ended September 30, 2011 (unaudited) and 2010 (unaudited)

 



 

KODIAK OIL AND GAS CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The accompanying unaudited pro forma condensed consolidated financial statements give effect to the Acquisitions and the October 2011 Properties Acquired as if the acquisitions and related financing had occurred 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.  No acquisition costs were incurred through September 30, 2010.

 

2.                                      PRO FORMA ADJUSTMENTS TO THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

a.               Operating revenues and direct operating expenses of the October 2011 Properties Acquired;

 

b.              Operating revenues and direct operating expenses of the Acquisition;

 

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

 

d.              Record incremental interest expense on acquisition financing, using its amended and restated Credit Agreement and Senior Notes.  Borrowings of $29.3 million were utilized on the amended and restated Credit Agreement and $550.0 million.  The pro forma assumes the Company utilizes the Senior Notes and does not utilize the bridge financing.  Additionally, to record amortization expense of the origination fees and related closing costs associated with obtaining financing for the acquisitions.  The pro forma information includes the effects of capitalizing interest expense of $45.3 million and $34.0 million, and recording amortization expense of $2.8 million and $2.1 million, for the year ended December 31, 2010 and for the nine months ended September 30, 2010, respectively.