Attached files
Exhibit 99.1
TRANSATLANTIC PETROLEUM LTD.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial statements give effect to the following transaction of TransAtlantic Petroleum Ltd. (TransAtlantic or the Company).
Sale of Viking International and Viking Geophysical
On June 13, 2012, TransAtlantic sold, effective April 1, 2012, its oilfield services business which was substantially comprised of the Companys wholly owned subsidiaries, Viking International Limited (Viking International) and Viking Geophysical Services, Ltd. (Viking Geophysical and collectively, Viking), to Viking Services B.V. for an aggregate purchase price of $167.2 million, consisting of $155.7 million in cash and an $11.5 million promissory note from Dalea Partners, LP (Dalea, an affiliate of Mr. Mitchell, the Companys chairman and chief executive officer). Viking Services B.V. is a joint venture owned by Dalea and funds advised by Abraaj Investment Management Limited (an affiliate of Abraaj Capital Holdings Limited).
TransAtlantic used a portion of the net proceeds from the sale to pay off its $73.0 million credit agreement with Dalea, its $11.0 million credit facility with Dalea, its $0.9 million promissory note with Viking Drilling, LLC, and its $1.8 million credit agreement with a Turkish Bank. TransAtlantic plans to use $48.0 million of the remaining net proceeds to reduce borrowings under the Companys amended and restated senior secured credit agreement with Standard Bank Plc and BNP Paribas (Suisse) SA (the Standard Credit Facility).
Upon closing, the Company also paid $1.6 million to PPHB Securities, LP for consulting services rendered in connection with the transaction. This consulting fee was not included in the pro forma adjustments for the pro forma condensed consolidated statement of operations for the three months ended March 31, 2012 or for the pro forma condensed consolidated statement of operations for the year ended December 31, 2011.
Basis of Presentation
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2012 is based on the historical consolidated financial statements of the Company as of March 31, 2012 after giving effect to the transaction as if the sale of Viking had occurred on March 31, 2012. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2012 is based on the historical consolidated financial statements of the Company after giving effect to the transaction as if the sale of Viking had occurred on January 1, 2012. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011 is based on the historical consolidated financial statements of the Company after giving effect to the transaction as if the sale of Viking had occurred on January 1, 2011. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Companys historical consolidated financial statements and notes thereto included in the Companys quarterly report on Form 10-Q for the quarter ended March 31, 2012 and in the Companys annual report on Form 10-K for the year ended December 31, 2011.
The preparation of the unaudited pro forma condensed consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of revenue and expenses. Actual results could differ from those estimates.
The unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Viking not been consolidated with TransAtlantic during the periods shown. The pro forma adjustments are based on information available at the time of the preparation of these unaudited pro forma condensed consolidated financial statements.
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TRANSATLANTIC PETROLEUM LTD.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 2012
(Thousands of U.S. Dollars)
Historical | Pro Forma Adjustments |
Pro Forma |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 15,087 | $ | 18,420 | A | $ | 33,507 | |||||||||
Accounts receivable |
43,740 | | 43,740 | |||||||||||||
Prepaid and other current assets |
13,929 | | 13,929 | |||||||||||||
Assets held for sale, net |
134,972 | (132,221 | ) | B | 2,751 | |||||||||||
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Total current assets: |
207,728 | (113,801 | ) | 93,927 | ||||||||||||
Property and equipment, net |
255,156 | | 255,156 | |||||||||||||
Other assets |
12,957 | 11,500 | C | 24,457 | ||||||||||||
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Total assets |
475,841 | (102,301 | ) | 373,540 | ||||||||||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
$ | 42,545 | $ | | $ | 42,545 | ||||||||||
Loans payablerelated party |
84,000 | (84,000 | ) | D | | |||||||||||
Other current liabilities |
16,403 | | 16,403 | |||||||||||||
Liabilities held for sale |
25,939 | (20,370 | ) | E | 5,569 | |||||||||||
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Total current liabilities: |
168,887 | (104,370 | ) | 64,517 | ||||||||||||
Long-term liabilities: |
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Loans payable |
78,000 | (48,000 | ) | F | 30,000 | |||||||||||
Other long-term liabilities |
42,079 | | 42,079 | |||||||||||||
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Total long-term liabilities: |
120,079 | (48,000 | ) | 72,079 | ||||||||||||
Total liabilities: |
288,966 | (152,370 | ) | 136,596 | ||||||||||||
Shareholders equity: |
186,875 | 50,069 | G | 236,944 | ||||||||||||
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Total liabilities and shareholders equity |
$ | 475,841 | $ | (102,301 | ) | $ | 373,540 | |||||||||
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See accompanying notes to these unaudited pro forma condensed consolidated financial statements.
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