Attached files
| file | filename |
|---|---|
| 8-K - 8-K - GOODRICH PETROLEUM CORP | gdp-8k_20150904.htm |
Exhibit 99.1
The following unaudited pro forma financial information is presented to illustrate the effect of the September 4, 2015 sale of Goodrich Petroleum Corporation’s (the “Company”) Eagle Ford Shale properties (the “Disposition”) on its historical financial position and operating results. The unaudited pro forma balance sheet as of June 30, 2015 is based on the historical statements of the Company as of June 30, 2015 after giving effect to the Disposition as if it had occurred on June 30, 2015. The unaudited pro forma statements of operations for the six months ended June 30, 2015 and the fiscal year ended December 31, 2014 are based on the historical financial statements of the Company for such periods after giving effect to the Disposition as if it had occurred on January 1, 2014. The unaudited pro forma financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes contained in the Company’s 2014 Annual Report on Form 10-K, filed on March 2, 2015, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 6, 2015.
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 assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not represent what the actual results of operations or the financial position of the Company would have been had the Disposition occurred on the respective dates assumed, nor is it indicative of the Company’s future operating results or financial position. The pro forma adjustments reflected in the accompanying unaudited pro forma condensed consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.
1
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2015
(In Thousands)
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As Reported |
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Adjustments |
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Pro Forma |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ |
348 |
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|
$ |
101,616 |
|
(1) |
|
$ |
101,964 |
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|
Fair value of oil and natural gas derivatives |
|
21,409 |
|
|
|
— |
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|
21,409 |
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Other current assets |
|
19,765 |
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(4,030 |
) |
(2) |
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15,735 |
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Total current assets |
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41,522 |
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97,586 |
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139,108 |
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PROPERTY AND EQUIPMENT: |
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Total property and equipment |
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1,548,087 |
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(564,566 |
) |
(3) |
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983,521 |
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Less: Accumulated depletion, depreciation and amortization |
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(915,269 |
) |
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504,561 |
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(4) |
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(410,708 |
) |
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Net property and equipment |
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632,818 |
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(60,005 |
) |
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572,813 |
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Deferred tax assets |
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7,429 |
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— |
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7,429 |
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Deferred financing cost and other |
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14,015 |
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(5,005 |
) |
(3) |
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9,010 |
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TOTAL ASSETS |
$ |
695,784 |
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$ |
32,576 |
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$ |
728,360 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Total current liabilities |
$ |
77,552 |
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$ |
(5,351 |
) |
(5) |
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$ |
72,201 |
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Long-term debt |
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622,403 |
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— |
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622,403 |
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Accrued abandonment costs |
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6,111 |
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(2,597 |
) |
(6) |
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3,514 |
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Fair value of oil and natural gas derivatives |
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153 |
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— |
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153 |
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Transportation obligation |
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4,047 |
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(4,047 |
) |
(6) |
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— |
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Other non-current liability |
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561 |
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— |
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|
561 |
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TOTAL LIABILITIES |
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710,827 |
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(11,995 |
) |
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698,832 |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock: 10,000,000 shares $1.00 par value authorized: |
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Series B convertible preferred stock, issued and outstanding 2,249,893 shares |
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2,250 |
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— |
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2,250 |
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Series C cumulative preferred stock, issued and outstanding 4,400 shares |
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4 |
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— |
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4 |
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Series D cumulative preferred stock, issued and outstanding 5,200 shares |
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5 |
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— |
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5 |
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Common stock: $0.20 par value |
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11,497 |
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— |
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11,497 |
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Additional paid in capital |
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1,131,404 |
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— |
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1,131,404 |
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Accumulated deficit |
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(1,160,203 |
) |
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44,571 |
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(7) |
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(1,115,632 |
) |
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Total stockholders’ equity (deficit) |
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(15,043 |
) |
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44,571 |
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29,528 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
695,784 |
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$ |
32,576 |
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$ |
728,360 |
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Notes: |
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(1) To adjust cash for the estimated receipt of net proceeds from the sale of oil and natural gas properties. |
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(2) To eliminate accrued revenue receivable, joint interest receivables and inventory. |
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(3) To eliminate historical costs and deferred transportation costs associated with assets sold. |
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(4) To eliminate accumulated depletion, depreciation and amortization of assets sold. |
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(5) To eliminate accrued operating expenses, capital cash calls and revenue suspense related to assets sold. |
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(6) To eliminate non-current portion of asset retirement obligation and transportation obligation related to assets sold. |
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(7) Includes approximately $44.6 million gain from the sale of our oil and natural gas properties. |
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2
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2015
(In Thousands, Except Per Share Amounts)
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As Reported |
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Adjustments |
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Pro Forma |
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TOTAL REVENUES |
$ |
50,131 |
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$ |
(18,275 |
) |
(1) |
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$ |
31,856 |
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OPERATING EXPENSES: |
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Lease operating expense |
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9,080 |
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(3,716 |
) |
(1) |
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5,364 |
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Production and other taxes |
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2,787 |
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(853 |
) |
(1) |
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1,934 |
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Transportation and processing |
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2,855 |
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(1,965 |
) |
(1) |
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|
890 |
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Depreciation, depletion and amortization |
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39,233 |
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(4,386 |
) |
(2) |
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34,847 |
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Exploration |
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10,120 |
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(921 |
) |
(1) |
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9,199 |
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General and administrative |
|
14,210 |
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|
671 |
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(3) |
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14,881 |
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Gain on sale of assets |
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(3,761 |
) |
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— |
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(3,761 |
) |
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Other |
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(45 |
) |
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— |
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(45 |
) |
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74,479 |
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(11,170 |
) |
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63,309 |
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Operating loss |
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(24,348 |
) |
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(7,105 |
) |
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(31,453 |
) |
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OTHER INCOME (EXPENSE): |
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Interest expense |
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(26,864 |
) |
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— |
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(26,864 |
) |
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Loss on derivatives not designated as hedges |
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(1,544 |
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— |
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(1,544 |
) |
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(28,408 |
) |
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— |
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(28,408 |
) |
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Loss before income taxes |
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(52,756 |
) |
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(7,105 |
) |
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(59,861 |
) |
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Income tax benefit |
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— |
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— |
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— |
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Net loss |
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(52,756 |
) |
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(7,105 |
) |
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(59,861 |
) |
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Preferred stock dividends |
|
14,861 |
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— |
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14,861 |
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Net loss applicable to common stock |
$ |
(67,617 |
) |
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$ |
(7,105 |
) |
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$ |
(74,722 |
) |
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PER COMMON SHARE |
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Net loss applicable to common stock - basic |
$ |
(1.27 |
) |
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$ |
(1.40 |
) |
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Net loss applicable to common stock - diluted |
$ |
(1.27 |
) |
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$ |
(1.40 |
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Weighted average common shares outstanding - basic |
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53,218 |
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53,218 |
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Weighted average common shares outstanding - diluted |
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53,218 |
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53,218 |
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Notes: |
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(1) To eliminate the revenues and direct operating expenses for assets sold. |
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(2) To adjust historical depletion expense on oil and natural gas properties as if the sale of assets had occurred on January 1, 2014. |
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(3) To eliminate general and administrative production overhead credits. |
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3
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For Year Ended December 31, 2014
(In Thousands, Except Per Share Amounts)
|
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As Reported |
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Adjustments |
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Pro Forma |
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|||
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TOTAL REVENUES |
$ |
208,553 |
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$ |
(90,397 |
) |
(1) |
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$ |
118,156 |
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OPERATING EXPENSES: |
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Lease operating expense |
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29,525 |
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(11,146 |
) |
(1) |
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|
18,379 |
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Production and other taxes |
|
9,905 |
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(6,408 |
) |
(1) |
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|
3,497 |
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Transportation and processing |
|
9,070 |
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(4,437 |
) |
(1) |
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|
4,633 |
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Depreciation, depletion and amortization |
|
135,716 |
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(53,794 |
) |
(2) |
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|
81,922 |
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Exploration |
|
6,206 |
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(1,226 |
) |
(1) |
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|
4,980 |
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Impairment |
|
331,931 |
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(244,847 |
) |
(3) |
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|
87,084 |
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General and administrative |
|
33,728 |
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|
1,466 |
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(4) |
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|
35,194 |
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Gain on sale of assets |
|
3,499 |
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— |
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|
3,499 |
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Other |
|
3,793 |
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— |
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|
3,793 |
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|
563,373 |
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(320,392 |
) |
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|
242,981 |
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Operating loss |
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(354,820 |
) |
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|
229,995 |
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|
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(124,825 |
) |
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OTHER INCOME (EXPENSE): |
|
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|
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Interest expense |
|
(47,829 |
) |
|
|
— |
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|
|
|
(47,829 |
) |
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Interest income and other |
|
90 |
|
|
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— |
|
|
|
|
90 |
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Gain on derivatives not designated as hedges |
|
49,423 |
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|
|
— |
|
|
|
|
49,423 |
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|
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|
1,684 |
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— |
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|
1,684 |
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Loss before income taxes |
|
(353,136 |
) |
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|
229,995 |
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|
(123,141 |
) |
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Income tax benefit |
|
— |
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|
|
— |
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|
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— |
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Net loss |
|
(353,136 |
) |
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|
229,995 |
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|
|
|
(123,141 |
) |
|
Preferred stock dividends |
|
29,722 |
|
|
|
— |
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|
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|
29,722 |
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Net loss applicable to common stock |
$ |
(382,858 |
) |
|
$ |
229,995 |
|
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|
$ |
(152,863 |
) |
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PER COMMON SHARE |
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Net loss applicable to common stock - basic |
$ |
(8.62 |
) |
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$ |
(3.44 |
) |
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Net loss applicable to common stock - diluted |
$ |
(8.62 |
) |
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$ |
(3.44 |
) |
|
Weighted average common shares outstanding - basic |
|
44,402 |
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|
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|
44,402 |
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Weighted average common shares outstanding - diluted |
|
44,402 |
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|
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|
|
|
44,402 |
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|
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Notes: |
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|
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|
|
|
|
(1) To eliminate the revenues and direct operating expenses for assets sold. |
|
|||||||||||
|
(2) To adjust historical depletion expense on oil and natural gas properties as if the sale of assets had occurred on January 1, 2014. |
|
|||||||||||
|
(3) To eliminate impairment expense for assets sold. |
|
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(4) To eliminate general and administrative production overhead credits. |
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4