Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - HYPERDYNAMICS CORP | a13-2123_18k.htm |
| EX-10.3 - EX-10.3 - HYPERDYNAMICS CORP | a13-2123_1ex10d3.htm |
| EX-10.1 - EX-10.1 - HYPERDYNAMICS CORP | a13-2123_1ex10d1.htm |
| EX-10.2 - EX-10.2 - HYPERDYNAMICS CORP | a13-2123_1ex10d2.htm |
| EX-10.4(A) - EX-10.4(A) - HYPERDYNAMICS CORP | a13-2123_1ex10d4a.htm |
| EX-10.4(B) - EX-10.4(B) - HYPERDYNAMICS CORP | a13-2123_1ex10d4b.htm |
Exhibit 99.1
Condensed Unaudited Pro Forma Financial Information
On December 31, 2012, SCS Corporation Ltd. (“SCS”), a wholly-owned subsidiary of Hyperdynamics Corporation, closed the sale to Tullow Guinea Ltd (“Tullow”), a subsidiary of Tullow Oil plc, of a 40% gross interest in the Hydrocarbon Production Sharing Contract with the Republic of Guinea, dated September 22, 2006, as amended, in respect of a contract area offshore Guinea (the “PSC”). SCS received $27 million from Tullow as reimbursement of past costs of SCS in the contract area, and Tullow has agreed to (i) carry SCS’s participating interests share of future expenses up to a gross expenditure cap of $100 million, from the date of entry into the next exploration period until 90 days after the drilling of the exploration well, and (ii) carry SCS’s share of costs associated with an appraisal well of the initial exploration well, if drilled, subject to a gross expenditure cap on the appraisal well of $100 million. Subsequent to this transaction SCS will have a 37% interest in the PSC.
We consider this to be a significant disposition, and as such, the following unaudited pro forma financial information has been presented to give effect to and show the pro forma impact of this transaction on Hyperdynamics' balance sheet as of September 30, 2012, and for the impact on our statement of operations for the fiscal year ended June 30, 2012 and the three months ended September 30, 2012 as derived from our unaudited financial statements contained in our Quarterly Report filed with the SEC on Form10-Q for the three month period ended September 30, 2012 and from our audited financial statements contained in our Annual Report filed with the SEC on Form10-K for the fiscal year ended June 30, 2012. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually been reported had the transaction occurred at the beginning of the periods presented, nor is it indicative of our future financial position or results of operations. The unaudited pro forma adjustments were prepared based on the assumptions we believe are reasonable. The unaudited pro forma balance sheet as of September 30, 2012 and the unaudited statements of operations for the fiscal year ended June 30, 2012 and the three months ended September 30, 2012 give effect to the transaction as if it occurred on September 30, 2012 for the balance sheet and July 1, 2011 for the statements of operations.
Hyperdynamics Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2012
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Historical |
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Pro Forma |
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|
9/30/2012 |
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Net Adjustments |
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|
9/30/2012 |
| |||
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ASSETS |
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Current Assets: |
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| |||
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Cash and cash equivalents |
|
$ |
33,130,869 |
|
$ |
24,239,448 |
|
A |
|
$ |
57,370,317 |
|
|
Accounts receivable - joint interest |
|
479,636 |
|
(479,636 |
) |
B |
|
— |
| |||
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Prepaid expenses |
|
600,325 |
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|
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|
600,325 |
| |||
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Other current assets |
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82,933 |
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|
|
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|
82,933 |
| |||
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Total current assets |
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34,293,763 |
|
23,759,812 |
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|
58,053,575 |
| |||
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Property and equipment, net of accumulated depreciation of $1,613 |
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1,365,564 |
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1,365,564 |
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Oil and gas properties, using full-cost accounting: |
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|
| |||
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Proved properties |
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116,753,224 |
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116,753,224 |
| |||
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Unevaluated properties excluded from amortization |
|
40,841,630 |
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(23,759,812 |
) |
C |
|
17,081,818 |
| |||
|
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157,594,854 |
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(23,759,812 |
) |
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|
133,835,042 |
| |||
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Less - accumulated depreciation, depletion and amortization |
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(116,753,224 |
) |
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(116,753,224 |
) | |||
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|
40,841,630 |
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(23,759,812 |
) |
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|
17,081,818 |
| |||
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Other Assets: |
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Restricted cash |
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19,182,511 |
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19,182,511 |
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Deposits |
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31,450 |
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31,450 |
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Total assets |
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$ |
95,714,918 |
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— |
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$ |
95,714,918 |
| |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
23,846,464 |
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$ |
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$ |
23,846,464 |
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Total current liabilities |
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23,846,464 |
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— |
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23,846,464 |
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Other non-current liabilities |
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118,907 |
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118,907 |
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Total liabilities |
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23,965,371 |
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— |
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23,965,371 |
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Shareholders’ equity: |
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Common stock, $0.001 par value; 350,000,000 shares authorized; 167,667,731 shares issued and outstanding |
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167,678 |
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|
167,678 |
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Additional paid-in capital |
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313,946,297 |
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313,946,297 |
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Accumulated other comprehensive income (loss) |
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— |
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— |
| |||
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Accumulated deficit |
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(242,364,428 |
) |
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|
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(242,364,428 |
) | |||
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Total shareholders’ equity |
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71,749,547 |
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— |
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|
71,749,547 |
| |||
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Total liabilities and shareholders’ equity |
|
$ |
95,714,918 |
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— |
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$ |
95,714,918 |
| |
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
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A - Adjustments to cash equivalents are as follows: |
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Proceeds from sale of interest to Tullow |
|
27,000,000 |
|
|
Payment of estimated transaction costs, including legal and financial advisory fees |
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(3,240,188 |
) |
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Adjustments to reclassify joint interest accounts receivables to cash |
|
479,636 |
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|
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|
24,239,448 |
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|
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B - Adjustments to reclassify joint interest accounts receivables to cash. This transaction passes operatorship over to Tullow and therefore we would not have a joint interest receivable in a non-operator role. |
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(479,636 |
) |
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C - Credit to unproven properties for Tullow transaction proceeds |
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Credit to unproven properties for proceeds from sale of interest to Tullow |
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(27,000,000 |
) |
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Payment of estimated transaction costs, including legal and financial advisory fees |
|
3,240,188 |
|
|
|
|
(23,759,812 |
) |
Hyperdynamics Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For The Three Months Ended September 30, 2012
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Historical |
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Pro Forma |
| |||
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|
9/30/2012 |
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Net Adjustments |
|
9/30/2012 |
| |||
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Costs and expenses: |
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|
| |||
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Depreciation |
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$ |
182,573 |
|
$ |
|
|
$ |
182,573 |
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Selling, general and administrative |
|
5,570,081 |
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|
5,570,081 |
| |||
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Full amortization of proved oil and gas properties |
|
440,922 |
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— |
|
440,922 |
| |||
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Write-off of prospective investment deposit |
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— |
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|
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— |
| |||
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Loss from operations |
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(6,193,576 |
) |
— |
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(6,193,576 |
) | |||
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Other (income)/expense: |
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Interest income |
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3,897 |
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|
3,897 |
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Total other income/(expense) |
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3,897 |
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— |
|
3,897 |
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Net Loss |
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$ |
(6,189,679 |
) |
$ |
— |
|
$ |
(6,189,679 |
) |
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Basic and diluted loss per common share |
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$ |
(0.04 |
) |
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$ |
(0.04 |
) | |
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Weighted average shares outsanding - basic and diluted |
|
167,399,144 |
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|
167,399,144 |
| |||
Hyperdynamics Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For The Year Ended June 30, 2012
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|
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Historical |
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Pro Forma |
| |||
|
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|
6/30/2012 |
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Net Adjustments |
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|
6/30/2012 |
| |||
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Costs and expenses: |
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Depreciation |
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$ |
826,708 |
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$ |
|
|
|
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$ |
826,708 |
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Selling, general and administrative |
|
22,062,139 |
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|
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|
22,062,139 |
| |||
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Full amortization of proved oil and gas properties |
|
116,312,302 |
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(23,759,812 |
) |
D |
|
92,552,490 |
| |||
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Write-off of prospective investment deposit |
|
10,000,000 |
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|
|
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|
10,000,000 |
| |||
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Gain (Loss) from Operations |
|
(149,201,149 |
) |
23,759,812 |
|
|
|
(125,441,337 |
) | |||
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| |||
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Other (income)/expense: |
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|
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|
|
| |||
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Interest income |
|
301,237 |
|
|
|
|
|
301,237 |
| |||
|
Other income (expense) |
|
(413,234 |
) |
|
|
|
|
(413,234 |
) | |||
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Total other income/(expense) |
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(111,997 |
) |
— |
|
|
|
(111,997 |
) | |||
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Net gain (loss) |
|
$ |
(149,313,146 |
) |
$ |
23,759,812 |
|
|
|
$ |
(125,553,334 |
) |
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Basic and diluted loss per common share |
|
$ |
(0.93 |
) |
$ |
|
|
|
|
$ |
(0.78 |
) |
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|
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|
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|
| |||
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Weighted average shares outsanding - basic and diluted |
|
160,687,318 |
|
|
|
|
|
160,687,318 |
| |||
Note to Unaudited Pro Forma Condensed Statement of Operations
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D - 2012 amortization expense adjusted for Tullow Transaction proceeds prior to impairment |
|
(23,759,812 |
) |
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