UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On September 30, 2016 (the “Effective Time”), certain wholly-owned subsidiaries (the “Sellers”) of Halcón Resources Corporation (“Halcón” or the “Company”) executed an Assignment and Assumption Agreement (the “Assignment Agreement”) with an affiliate of Apollo Global Management (the “Buyer”) pursuant to which the Sellers assigned to Buyer, as of the Effective Time, one hundred percent (100%) of the common shares (the “Membership Interests”) of HK TMS LLC (“HK TMS”), which transaction is referred to as the “HK TMS Divestiture.” HK TMS was previously a wholly-owned subsidiary of the Company and held all of the Company’s oil and natural gas properties in the Tuscaloosa Marine Shale. In exchange for the assignment of the Membership Interests, the Buyer assumed all obligations relating to the Membership Interests of HK TMS from and after the Effective Time.
The following unaudited pro forma condensed combined financial information and explanatory notes adjust Xxxxxx’s historical statements of operations to give effect to the HK TMS Divestiture as of January 1, 2015 with respect to the statements of operations information for the six months ended June 30, 2016 and the year ended December 31, 2015 and as of June 30, 2016, with respect to the balance sheet information. The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not intended to represent or be indicative of the consolidated results of operations or financial position of Halcón that would have been recorded had the HK TMS Divestiture been completed as of the dates presented and should not be taken as representative of future results of operations or financial position of Halcón. The unaudited pro forma condensed combined financial statements have been derived from and should be read in conjunction with the historical consolidated financial statements and accompanying notes contained in Halcón’s Annual Report on Form 10-K for the year ended December 31, 2015 (audited) and Quarterly Report on Form 10-Q for the six months ended June 30, 2016 (unaudited), as filed with the Securities and Exchange Commission.
Halcón Resources Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2016
(in thousands)
|
|
|
|
HK TMS Divestiture |
|
|
| |||
|
|
Halcón |
|
Pro Forma |
|
Halcón |
| |||
|
|
Historical |
|
Adjustments |
|
Pro Forma |
| |||
Current assets: |
|
|
|
|
|
|
| |||
Cash |
|
$ |
7,173 |
|
$ |
7,069 |
(1) |
$ |
104 |
|
Accounts receivable |
|
112,855 |
|
1,636 |
(2) |
111,219 |
| |||
Receivables from derivative contracts |
|
135,455 |
|
— |
|
135,455 |
| |||
Restricted cash |
|
17,164 |
|
16,999 |
(1) |
165 |
| |||
Inventory |
|
1,498 |
|
— |
|
1,498 |
| |||
Debt issuance costs, net |
|
5,557 |
|
— |
|
5,557 |
| |||
Prepaids and other |
|
8,694 |
|
— |
|
8,694 |
| |||
Total current assets |
|
288,396 |
|
25,704 |
|
262,692 |
| |||
Oil and natural gas properties (full cost method): |
|
|
|
|
|
|
| |||
Evaluated |
|
7,679,917 |
|
507,421 |
(2) |
7,172,496 |
| |||
Unevaluated |
|
1,180,148 |
|
— |
|
1,180,148 |
| |||
Gross oil and natural gas properties |
|
8,860,065 |
|
507,421 |
|
8,352,644 |
| |||
Less - accumulated depletion |
|
(6,779,116 |
) |
(493,271 |
)(2) |
(6,285,845 |
) | |||
Net oil and natural gas properties |
|
2,080,949 |
|
14,150 |
|
2,066,799 |
| |||
Other operating property and equipment: |
|
|
|
|
|
|
| |||
Gas gathering and other operating assets |
|
100,355 |
|
175 |
(2) |
100,180 |
| |||
Less - accumulated depreciation |
|
(23,155 |
) |
(76 |
)(2) |
(23,079 |
) | |||
Net other operating property and equipment |
|
77,200 |
|
99 |
|
77,101 |
| |||
Other noncurrent assets: |
|
|
|
|
|
|
| |||
Receivables from derivative contracts |
|
5,642 |
|
— |
|
5,642 |
| |||
Equity in oil and natural gas partnership |
|
11 |
|
— |
|
11 |
| |||
Funds in escrow and other |
|
1,613 |
|
— |
|
1,613 |
| |||
Total assets |
|
$ |
2,453,811 |
|
$ |
39,953 |
|
$ |
2,413,858 |
|
|
|
|
|
|
|
|
| |||
Current liabilities: |
|
|
|
|
|
|
| |||
Accounts payable and accrued liabilities |
|
$ |
242,189 |
|
$ |
1,504 |
(2) |
$ |
240,685 |
|
Asset retirement obligations |
|
412 |
|
— |
|
412 |
| |||
Current portion of long-term debt, net |
|
2,825,807 |
|
— |
|
2,825,807 |
| |||
Total current liabilities |
|
3,068,408 |
|
1,504 |
|
3,066,904 |
| |||
Long-term debt, net |
|
— |
|
— |
|
— |
| |||
Other noncurrent liabilities: |
|
|
|
|
|
|
| |||
Liabilities from derivative contracts |
|
194 |
|
— |
|
194 |
| |||
Asset retirement obligations |
|
48,554 |
|
1,280 |
(2) |
47,274 |
| |||
Other |
|
9,283 |
|
9,121 |
(3) |
162 |
| |||
Mezzanine equity: |
|
|
|
|
|
|
| |||
Redeemable noncontrolling interest |
|
212,503 |
|
212,503 |
(4) |
— |
| |||
Stockholders’ equity (deficit): |
|
|
|
|
|
|
| |||
Preferred stock |
|
— |
|
— |
|
— |
| |||
Common stock |
|
12 |
|
— |
|
12 |
| |||
Additional paid-in capital |
|
3,288,371 |
|
— |
|
3,288,371 |
| |||
Accumulated deficit |
|
(4,173,514 |
) |
(184,455 |
)(5) |
(3,989,059 |
) | |||
Total stockholders’ equity (deficit) |
|
(885,131 |
) |
(184,455 |
) |
(700,676 |
) | |||
Total liabilities and stockholders’ equity (deficit) |
|
$ |
2,453,811 |
|
$ |
39,953 |
|
$ |
2,413,858 |
|
Halcón Resources Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2016
(in thousands, except per share amounts)
|
|
|
|
HK TMS Divestiture |
|
|
| |||
|
|
Halcón |
|
Pro Forma |
|
Halcón |
| |||
|
|
Historical |
|
Adjustments |
|
Pro Forma |
| |||
Operating revenues: |
|
|
|
|
|
|
| |||
Oil, natural gas and natural gas liquids sales: |
|
|
|
|
|
|
| |||
Oil |
|
$ |
174,062 |
|
$ |
3,617 |
(6) |
$ |
170,445 |
|
Natural gas |
|
6,901 |
|
— |
|
6,901 |
| |||
Natural gas liquids |
|
5,441 |
|
— |
|
5,441 |
| |||
Total oil, natural gas and natural gas liquids sales |
|
186,404 |
|
3,617 |
|
182,787 |
| |||
Other |
|
1,092 |
|
1 |
(6) |
1,091 |
| |||
Total operating revenues |
|
187,496 |
|
3,618 |
|
183,878 |
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Production: |
|
|
|
|
|
|
| |||
Lease operating |
|
37,559 |
|
760 |
(7) |
36,799 |
| |||
Workover and other |
|
15,706 |
|
14 |
(7) |
15,692 |
| |||
Taxes other than income |
|
17,011 |
|
220 |
(7) |
16,791 |
| |||
Gathering and other |
|
21,903 |
|
4 |
(7) |
21,899 |
| |||
Restructuring |
|
5,073 |
|
— |
|
5,073 |
| |||
General and administrative |
|
66,324 |
|
78 |
(7) |
66,246 |
| |||
Depletion, depreciation and accretion |
|
94,937 |
|
3,640 |
(8) |
91,297 |
| |||
Full cost ceiling impairment |
|
754,769 |
|
83,941 |
(8) |
670,828 |
| |||
Other operating property and equipment impairment |
|
28,056 |
|
— |
|
28,056 |
| |||
Total operating expenses |
|
1,041,338 |
|
88,657 |
|
952,681 |
| |||
Income (loss) from operations |
|
(853,842 |
) |
(85,039 |
) |
(768,803 |
) | |||
Other income (expenses): |
|
|
|
|
|
|
| |||
Net gain (loss) on derivative contracts |
|
(35,781 |
) |
— |
|
(35,781 |
) | |||
Interest expense and other, net |
|
(106,113 |
) |
(3,003 |
)(3) |
(103,110 |
) | |||
Gain (loss) on extinguishment of debt |
|
81,434 |
|
— |
|
81,434 |
| |||
Total other income (expenses) |
|
(60,460 |
) |
(3,003 |
) |
(57,457 |
) | |||
Income (loss) before income taxes |
|
(914,302 |
) |
(88,042 |
) |
(826,260 |
) | |||
Income tax benefit (provision) |
|
— |
|
— |
|
— |
| |||
Net income (loss) |
|
(914,302 |
) |
(88,042 |
) |
(826,260 |
) | |||
Series A preferred dividends |
|
(6,396 |
) |
— |
|
(6,396 |
) | |||
Preferred dividends and accretion on redeemable noncontrolling interest |
|
(28,517 |
) |
(28,517 |
)(9) |
— |
| |||
Net income (loss) available to common stockholders |
|
$ |
(949,215 |
) |
$ |
(116,559 |
) |
$ |
(832,656 |
) |
|
|
|
|
|
|
|
| |||
Net income (loss) per share of common stock: |
|
|
|
|
|
|
| |||
Basic |
|
$ |
(7.89 |
) |
|
|
$ |
(6.92 |
) | |
Diluted |
|
$ |
(7.89 |
) |
|
|
$ |
(6.92 |
) | |
Weighted average common shares outstanding: |
|
|
|
|
|
|
| |||
Basic |
|
120,360 |
|
|
|
120,360 |
| |||
Diluted |
|
120,360 |
|
|
|
120,360 |
|
Halcón Resources Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2015
(in thousands, except per share amounts)
|
|
|
|
HK TMS Divestiture |
|
|
| |||
|
|
Halcón |
|
Pro Forma |
|
Halcón |
| |||
|
|
Historical |
|
Adjustments |
|
Pro Forma |
| |||
Operating revenues: |
|
|
|
|
|
|
| |||
Oil, natural gas and natural gas liquids sales: |
|
|
|
|
|
|
| |||
Oil |
|
$ |
512,346 |
|
$ |
16,701 |
(6) |
$ |
495,645 |
|
Natural gas |
|
22,509 |
|
— |
|
22,509 |
| |||
Natural gas liquids |
|
13,624 |
|
— |
|
13,624 |
| |||
Total oil, natural gas and natural gas liquids sales |
|
548,479 |
|
16,701 |
|
531,778 |
| |||
Other |
|
1,799 |
|
— |
|
1,799 |
| |||
Total operating revenues |
|
550,278 |
|
16,701 |
|
533,577 |
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Production: |
|
|
|
|
|
|
| |||
Lease operating |
|
103,590 |
|
2,287 |
(7) |
101,303 |
| |||
Workover and other |
|
20,862 |
|
43 |
(7) |
20,819 |
| |||
Taxes other than income |
|
48,890 |
|
945 |
(7) |
47,945 |
| |||
Gathering and other |
|
40,281 |
|
— |
|
40,281 |
| |||
Restructuring |
|
2,886 |
|
— |
|
2,886 |
| |||
General and administrative |
|
87,766 |
|
253 |
(7) |
87,513 |
| |||
Depletion, depreciation and accretion |
|
364,204 |
|
15,010 |
(8) |
349,194 |
| |||
Full cost ceiling impairment |
|
2,626,305 |
|
235,378 |
(8) |
2,390,927 |
| |||
Total operating expenses |
|
3,294,784 |
|
253,916 |
|
3,040,868 |
| |||
Income (loss) from operations |
|
(2,744,506 |
) |
(237,215 |
) |
(2,507,291 |
) | |||
Other income (expenses): |
|
|
|
|
|
|
| |||
Net gain (loss) on derivative contracts |
|
310,264 |
|
— |
|
310,264 |
| |||
Interest expense and other, net |
|
(232,878 |
) |
(2,735 |
)(3) |
(230,143 |
) | |||
Gain (loss) on extinguishment of debt |
|
761,804 |
|
— |
|
761,804 |
| |||
Gain (loss) on extinguishment of Convertible Note and modification of February 2012 Warrants |
|
(8,219 |
) |
— |
|
(8,219 |
) | |||
Total other income (expenses) |
|
830,971 |
|
(2,735 |
) |
833,706 |
| |||
Income (loss) before income taxes |
|
(1,913,535 |
) |
(239,950 |
) |
(1,673,585 |
) | |||
Income tax benefit (provision) |
|
(9,086 |
) |
— |
|
(9,086 |
) | |||
Net income (loss) |
|
(1,922,621 |
) |
(239,950 |
) |
(1,682,671 |
) | |||
Series A preferred dividends |
|
(17,517 |
) |
— |
|
(17,517 |
) | |||
Preferred dividends and accretion on redeemable noncontrolling interest |
|
(66,820 |
) |
(66,820 |
)(9) |
— |
| |||
Net income (loss) available to common stockholders |
|
$ |
(2,006,958 |
) |
$ |
(306,770 |
) |
$ |
(1,700,188 |
) |
|
|
|
|
|
|
|
| |||
Net income (loss) per share of common stock: |
|
|
|
|
|
|
| |||
Basic |
|
$ |
(18.66 |
) |
|
|
$ |
(15.81 |
) | |
Diluted |
|
$ |
(18.66 |
) |
|
|
$ |
(15.81 |
) | |
Weighted average common shares outstanding: |
|
|
|
|
|
|
| |||
Basic |
|
107,531 |
|
|
|
107,531 |
| |||
Diluted |
|
107,531 |
|
|
|
107,531 |
|
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(1) Eliminates cash and restricted cash of HK TMS.
(2) Eliminates assets and liabilities attributable to HK TMS, including accounts receivable, oil and natural gas properties, other operating property and equipment, accounts payable, and asset retirement obligations.
(3) Eliminates HK TMS’s embedded derivative liability, which was recorded at fair value in the financial statements.
(4) Eliminates the HK TMS preferred shares. As of June 30, 2016, 172,294 preferred shares were outstanding. The historical preferred shares were accreted up to the estimated required redemption value through June 30, 2016.
(5) Eliminates HK TMS’s historical accumulated deficit.
(6) Eliminates operating revenues of HK TMS.
(7) Eliminates operating and administrative expenses of HK TMS.
(8) Eliminates depletion expense and the full cost ceiling impairments incurred by HK TMS on its oil and natural gas properties.
(9) Eliminates the preferred dividends and the accretion of the preferred shares to the required redemption value.