EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
The following unaudited pro forma condensed combined financial information and explanatory notes present how the combined financial statements of Petrohawk and Mission may have appeared had the businesses actually been combined as of June 30, 2005 (with respect to the balance sheet information using currently available fair value information) or as of January 1, 2004 (with respect to statements of operations information). The unaudited pro forma condensed combined financial information shows the impact of the merger of Petrohawk and Mission on the historical financial position and results of operations under the purchase method of accounting with Petrohawk treated as the acquirer. Under this method of accounting, the assets and liabilities of Mission are recorded by Petrohawk at their estimated fair values as of the date the merger is completed. The unaudited pro forma condensed combined financial information combines the historical financial information of Petrohawk on a pro forma basis, taking into account Petrohawk’s November 23, 2004 acquisition of Wynn-Crosby, with Mission as of and for the six months ended June 30, 2005. The unaudited pro forma condensed combined balance sheet as of June 30, 2005 assumes the merger was completed on that date. The unaudited pro forma condensed combined statements of operations gives effect to the merger with Mission, as if it had been completed on January 1, 2004. The unaudited pro forma condensed combined financial information has been derived from and should be read together with the historical consolidated financial statements and the related notes of Petrohawk and Mission.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined and had the impact of possible revenue enhancements, expense efficiencies, asset dispositions and share repurchases, among other factors, been considered. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the allocation of the purchase price reflected in the pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded upon the effective time of the merger.
Petrohawk Energy Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2005
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Petrohawk | |
| | Petrohawk | | | Mission | | | Merger | | | Pro Forma | |
| | Historical | | | Historical | | | Adjustments | | | Combined | |
| | | | | | (in thousands) | |
ASSETS | | | | | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 5,879 | | | $ | 3,054 | | | $ | 142,000 | (3) | | $ | 8,830 | |
| | | | | | | | | | | (137,700 | )(3) | | | | |
| | | | | | | | | | | (4,403 | )(3) | | | | |
Accounts receivable | | | 22,541 | | | | 23,564 | | | | — | | | | 46,105 | |
Deferred income taxes | | | 2,826 | | | | 6,558 | | | | 1,845 | (6) | | | 11,229 | |
Receivables from price risk management activities | | | 74 | | | | — | | | | — | | | | 74 | |
Prepaid expenses and other | | | 3,859 | | | | 3,350 | | | | — | | | | 7,209 | |
| | | | | | | | | | | | |
TOTAL CURRENT ASSETS | | | 35,179 | | | | 36,526 | | | | 1,742 | | | | 73,447 | |
| | | | | | | | | | | | | | | | |
PROPERTY AND EQUIPMENT, AT COST | | | | | | | | | | | | | | | | |
Oil and gas properties, full cost method | | | | | | | | | | | | | | | | |
Subject to amortization | | | 492,646 | | | | 951,724 | | | | (951,724 | )(2) | | | 916,646 | |
| | | | | | | | | | | 424,000 | (2) | | | | |
Not subject to amortization | | | 77,605 | | | | 20,474 | | | | (20,474 | )(2) | | | 227,605 | |
| | | | | | | | | | | 150,000 | (2) | | | | |
| | | | | | | | | | | | | | | | |
Other property and equipment | | | 3,742 | | | | 4,411 | | | | — | | | | 8,153 | |
| | | | | | | | | | | | |
| | | 573,993 | | | | 976,609 | | | | (398,198 | ) | | | 1,152,404 | |
| | | | | | | | | | | | | | | | |
Allowance for depreciation, depletion and amortization | | | (71,798 | ) | | | (596,349 | ) | | | 596,349 | (2) | | | (71,798 | ) |
| | | | | | | | | | | | |
| | | 502,195 | | | | 380,260 | | | | 198,151 | | | | 1,080,606 | |
| | | | | | | | | | | | | | | | |
Other assets | | | 6,106 | | | | 7,594 | | | | 2,803 | (3) | | | 9,669 | |
| | | | | | | | | | | (6,834 | )(3) | | | | |
| | | | | | | | | | | | | | | | |
Goodwill | | | — | | | | — | | | | 157,474 | (2) | | | 157,474 | |
| | | | | | | | | | | | |
TOTAL ASSETS | | $ | 543,480 | | | $ | 424,380 | | | $ | 353,336 | | | $ | 1,321,196 | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Accounts payable and other | | $ | 25,565 | | | $ | 9,480 | | | $ | — | | | $ | 35,045 | |
Current price risk management activities | | | 7,730 | | | | 18,882 | | | | — | | | | 26,612 | |
Current portion of long-term debt | | | 500 | | | | — | | | | — | | | | 500 | |
Other accrued liabilities | | | | | | | 33,286 | | | | — | | | | 33,286 | |
| | | | | | | | | | | | |
TOTAL CURRENT LIABILITIES | | | 33,795 | | | | 61,648 | | | | — | | | | 95,443 | |
Revolving Credit Facility | | | 133,000 | | | | 29,000 | | | | (29,000 | )(3) | | | 250,000 | |
| | | | | | | | | | | 117,000 | (3) | | | | |
Term loan | | | 49,500 | | | | 25,000 | | | | (25,000 | )(3) | | | 74,500 | |
| | | | | | | | | | | 25,000 | (3) | | | | |
Senior 9 7/8% notes, including $11,901 premium | | | — | | | | 130,000 | | | | 11,091 | (3) | | | 141,091 | |
Asset retirement obligation | | | 13,740 | | | | 35,952 | | | | — | | | | 49,692 | |
Deferred tax liability | | | 17,005 | | | | 22,764 | | | | (22,764 | )(4) | | | 170,619 | |
| | | | | | | | | | | 153,614 | (4) | | | | |
Price risk management activities | | | 20,637 | | | | 6,176 | | | | — | | | | 26,813 | |
Other | | | 7,288 | | | | — | | | | — | | | | 7,288 | |
| | | | | | | | | | | | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Preferred stock | | | 1 | | | | — | | | | — | | | | 1 | |
Common stock | | | 49 | | | | 421 | | | | (421 | )(3) | | | 69 | |
| | | | | | | | | | | 20 | (3) | | | | |
Additional paid-in capital | | | 300,133 | | | | 210,480 | | | | (210,480 | )(3) | | | 537,348 | |
| | | | | | | | | | | 209,913 | (3) | | | | |
| | | | | | | | | | | 27,302 | (3) | | | | |
Treasury stock | | | (36 | ) | | | (1,937 | ) | | | 1,937 | (3) | | | (36 | ) |
Other comprehensive income | | | — | | | | (15,779 | ) | | | 15,779 | (1) | | | — | |
Accumulated deficit | | | (31,632 | ) | | | (79,345 | ) | | | 79,345 | (3) | | | (31,632 | ) |
| | | | | | | | | | | | |
| | | 268,515 | | | | 113,840 | | | | 123,395 | | | | 505,750 | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 543,480 | | | $ | 424,380 | | | $ | 353,336 | | | $ | 1,321,196 | |
| | | | | | | | | | | | |
See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.
Petrohawk Energy Corporation and Subsidiaries
Unaudited Proforma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2005
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Petrohawk | |
| | Petrohawk | | | Mission | | | Merger | | | Pro Forma | |
| | Historical | | | Historical | | | Adjustments | | | Combined | |
Revenues: | | | | | | | | | | | | | | | | |
Oil and natural gas | | $ | 68,284 | | | $ | 78,167 | | | $ | 8,505 | (1) | | $ | 154,956 | |
Other | | | 226 | | | | — | | | | — | | | | 226 | |
| | | | | | | | | | | | |
Total revenue | | | 68,510 | | | | 78,167 | | | | 8,505 | | | | 155,182 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Lease operating expense | | | 11,409 | | | | 16,785 | | | | — | | | | 28,194 | |
Production and other taxes | | | 4,409 | | | | 5,599 | | | | — | | | | 10,008 | |
General and administrative | | | 7,504 | | | | 9,256 | | | | (2,010 | )(7) | | | 14,750 | |
Stock-based compensation | | | 2,223 | | | | — | | | | — | | | | 2,223 | |
Depreciation, depletion and amortization | | | 22,124 | | | | 23,226 | | | | (45,350 | )(2) | | | 40,867 | |
| | | | | | | | | | | 40,867 | (2) | | | | |
Accretion of asset retirement obligations | | | 384 | | | | 842 | | | | — | | | | 1,226 | |
| | | | | | | | | | | | |
Total costs and expenses | | | 48,053 | | | | 55,708 | | | | (6,493 | ) | | | 97,268 | |
| | | | | | | | | | | | |
Income from operations | | | 20,457 | | | | 22,459 | | | | 14,998 | | | | 57,914 | |
Other income (expense): | | | | | | | | | | | | | | | | |
Net gain (loss) on derivatives | | | (36,983 | ) | | | — | | | | (21,604 | )(1) | | | (58,587 | ) |
Interest expense | | | (10,383 | ) | | | (8,873 | ) | | | 8,873 | (5) | | | (19,105 | ) |
| | | | | | | | | | | (8,722 | )(5) | | | | |
Interest income (expense) and other | | | — | | | | (987 | ) | | | — | | | | (987 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | (47,366 | ) | | | (9,860 | ) | | | (21,453 | ) | | | (78,679 | ) |
| | | | | | | | | | | | |
Income (loss) from before income tax | | | (26,909 | ) | | | 12,599 | | | | (6,455 | ) | | | (20,765 | ) |
Income tax benefit (provision) | | | 10,455 | | | | (4,661 | ) | | | (5,794 | )(6) | | | 7,891 | |
| | | | | | | | | | | 7,891 | (6) | | | | |
| | | | | | | | | | | | |
Net income (loss) | | | (16,454 | ) | | | 7,938 | | | | (4,358 | ) | | | (12,874 | ) |
| | | | | | | | | | | | |
Preferred dividends | | | (219 | ) | | | — | | | | — | | | | (219 | ) |
| | | | | | | | | | | | | |
Net income (loss) applicable to common stockholder | | $ | (16,673 | ) | | $ | 7,938 | | | $ | (4,358 | ) | | $ | (13,093 | ) |
| | | | | | | | | | | | |
Basic net income (loss) per common share | | $ | (0.42 | ) | | | | | | | | | | $ | (0.22 | ) |
Diluted net income (loss) per common share | | $ | (0.42 | ) | | | | | | | | | | $ | (0.22 | ) |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 40,063 | | | | | | | | 19,565 | (3) | | | 59,628 | |
Fully Diluted | | | 40,063 | | | | | | | | 19,565 | (3) | | | 59,628 | |
| | | | | | | | | | | | | | | | |
See Notes to the Unaudited Proforma Condensed Combined Financial Statements.
Petrohawk Energy Corporation and Subsidiaries
Unaudited Proforma Condensed Combined Statement of Operations
For the Year Ended December 31, 2004
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Petrohawk | |
| | Petrohawk | | | Mission | | | Merger | | | Pro Forma | |
| | Pro Forma | | | Historical | | | Adjustments | | | Combined | |
Revenues: | | | | | | | | | | | | | | | | |
Oil and natural gas | | $ | 125,542 | | | $ | 128,707 | | | $ | 20,656 | (1) | | $ | 274,905 | |
Other | | | 446 | | | | — | | | | — | | | | 446 | |
| | | | | | | | | | | | |
Total revenue | | | 125,988 | | | | 128,707 | | | | 20,656 | | | | 275,351 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Lease operating expense | | | 30,978 | | | | 29,060 | | | | — | | | | 60,038 | |
Production and other taxes | | | 1,195 | | | | 9,400 | | | | — | | | | 10,595 | |
Gathering, transportation and other | | | — | | | | 346 | | | | — | | | | 346 | |
Field services | | | 168 | | | | — | | | | — | | | | 168 | |
General and administrative | | | 10,939 | | | | 12,751 | | | | — | | | | 23,690 | |
Stock-based compensation | | | 3,529 | | | | 4,120 | | | | — | | | | 7,649 | |
Depreciation, depletion and amortization | | | 38,074 | | | | 44,229 | | | | (82,303 | )(2) | | | 82,703 | |
| | | | | | | | | | | 82,703 | (2) | | | | | |
Accretion of asset retirement obligations | | | 593 | | | | 1,202 | | | | — | | | | 1,795 | |
Other | | | 491 | | | | — | | | | — | | | | 491 | |
| | | | | | | | | | | | |
Total costs and expenses | | | 85,967 | | | | 101,108 | | | | 400 | | | | 187,475 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Income from operations | | | 40,021 | | | | 27,599 | | | | 20,256 | | | | 87,876 | |
Other income (expense): | | | | | | | | | | | | | | | | |
Net gain (loss) on derivatives | | | 3,917 | | | | — | | | | (23,940 | )(1) | | | (20,023 | ) |
Equity income of non-affiliates | | | 85 | | | | — | | | | — | | | | 85 | |
Investment income | | | 20 | | | | — | | | | — | | | | 20 | |
Interest expense | | | (10,994 | ) | | | (19,818 | ) | | | 19,818 | (5) | | | (28,546 | ) |
| | | | | | | | | | | (17,552 | )(5) | | | | | | |
Interest income (expense) and other | | | 236 | | | | (3,067 | ) | | | — | | | | (2,831 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | (6,736 | ) | | | (22,885 | ) | | | (21,674 | ) | | | (51,295 | ) |
| | | | | | | | | | | | |
Income (loss) from before income tax | | | 33,285 | | | | 4,714 | | | | (1,418 | ) | | | 36,581 | |
Income tax benefit (provision) | | | (12,532 | ) | | | (1,765 | ) | | | 14,297 | (6) | | | (13,901 | ) |
| | | | | | | | | | | (13,901 | )(6) | | | | |
| | | | | | | | | | | | |
Net income (loss) | | | 20,753 | | | | 2,949 | | | | (1,022 | ) | | | 22,680 | |
| | | | | | | | | | | | |
Preferred dividends | | | (445 | ) | | | — | | | | — | | | | (445 | ) |
| | | | | | | | | | | | |
Net income (loss) applicable to common stockholders | | $ | 20,308 | | | $ | 2,949 | | | $ | (1,022 | ) | | $ | 22,235 | |
| | | | | | | | | | | | |
Basic net income (loss) per common share | | $ | 1.88 | | | | | | | | | | | $ | 0.73 | |
Diluted net income (loss) per common share | | $ | 0.87 | | | | | | | | | | | $ | 0.49 | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 10,809 | | | | | | | | 19,565 | | | | 30,374 | |
Fully Diluted | | | 23,854 | | | | | | | | 21,937 | | | | 45,791 | |
See Notes to the Unaudited Proforma Condensed Combined Financial Statements.
Petrohawk Energy Corporation
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2004
| | | | | | | | | | | | | | |
| | Petrohawk | | | Wynn-Crosby | | | Petrohawk | | |
| | Historical | | | Adjustments | | | Pro Forma | | |
| | | | | | | | | | |
| | (In thousands) | |
Revenues: | | | | | | | | | | | | |
| Oil and natural gas | | $ | 33,229 | | | $ | 92,313 | | | $ | 125,542 | |
| Other | | | 348 | | | | 98 | | | | 446 | |
| | | | | | | | | |
| | Total revenue | | | 33,577 | | | | 92,411 | | | | 125,988 | |
| | | | | | | | | |
Costs and Expenses: | | | | | | | | | | | | |
| Production: | | | | | | | | | | | | |
| | Lease operations | | | 5,692 | | | | 25,286 | | | | 30,978 | |
| | Production and other taxes | | | 2,319 | | | | (1,124 | ) | | | 1,195 | |
| | Gathering, transportation and other | | | — | | | | — | | | | — | |
| Field services | | | 168 | | | | — | | | | 168 | |
| General and administrative | | | 7,802 | | | | 3,137 | | | | 10,939 | |
| Stock-based compensation | | | 3,529 | | | | — | | | | 3,529 | |
| Depreciation, depletion and amortization | | | 9,231 | | | | 28,843 | | | | 38,074 | |
| | | | | | | | | | | | |
| Accretion of asset retirement obligations | | | 137 | | | | 456 | | | | 593 | |
| Other | | | — | | | | 491 | | | | 491 | |
| | | | | | | | | |
| | Total costs and expenses | | | 28,878 | | | | 57,089 | | | | 85,967 | |
| | | | | | | | | |
Income From Operations | | | 4,699 | | | | 35,322 | | | | 40,021 | |
Other income (expense): | | | | | | | | | | | | |
| Net gain (loss) on derivatives | | | 7,441 | | | | (3,524 | ) | | | 3,917 | |
| Equity income of non-affiliates | | | — | | | | 85 | | | | 85 | |
| Investment income | | | — | | | | 20 | | | | 20 | |
| Interest expense | | | (3,178 | ) | | | (7,816 | ) | | | (10,994 | ) |
| | | | | | | | | | | | |
| Interest income and other | | | 284 | | | | (48 | ) | | | 236 | |
| | | | | | | | | |
| | Total other income (expense) | | | 4,547 | | | | (11,283 | ) | | | (6,736 | ) |
| | | | | | | | | |
Income (loss) before income tax | | | 9,246 | | | | 24,039 | | | | 33,285 | |
Income tax provision | | | (1,129 | ) | | | (11,403 | ) | | | (12,532 | ) |
| | | | | | | | | | | | |
| | | | | | | | | |
Net income (loss) | | | 8,117 | | | | 12,636 | | | | 20,753 | |
| | | | | | | | | |
Preferred dividends | | | (445 | ) | | | — | | | | (445 | ) |
| | | | | | | | | |
Net income (loss) applicable to common stockholders | | $ | 7,672 | | | $ | 12,636 | | | $ | 20,308 | |
| | | | | | | | | |
Basic net income per common share | | | | | | | | | | $ | 1.88 | |
Diluted net income per common share | | | | | | | | | | $ | 0.87 | |
Weighted average shares outstanding: | | | | | | | | | | | | |
| Basic | | | | | | | | | | | 10,809 | |
| Fully Diluted | | | | | | | | | | | 23,854 | |
See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Data
The unaudited “Petrohawk Pro Forma” financial data has been prepared to give effect to Petrohawk’s acquisition of Wynn-Crosby Energy, Inc. in November 2004. Information under the heading “Merger Adjustments” gives effect to the adjustments related to the acquisition of Mission. The unaudited pro forma consolidated statements are not necessarily indicative of the results of Petrohawk’s future operations.
| (1) | | To reflect Petrohawk’s recognition of mark-to-market losses associated with derivative liabilities assumed in the merger with Mission. As a result of the business combination, Mission’s costless collars will not qualify for hedge accounting treatment, and, as a result, Petrohawk will continue to recognize mark-to-market gains and losses in future earnings until the collars mature. |
|
| (2) | | To record the preliminary purchase price allocation to evaluated and unevaluated property and goodwill. These adjustments also adjust depreciation, depletion and amortization expense to give effect to the purchase price allocation using the unit of production method under the full cost method of accounting. |
|
| (3) | | To record the retirement and issuance of debt and equity instruments, and related costs, in connection with the merger. |
|
| (4) | | To record the deferred tax position of the combined company, inclusive of the deferred tax gross-up in connection with the merger. |
|
| (5) | | To adjust interest expense to give effect to the financing activities in connection with the Mission merger. |
|
| (6) | | To record income tax expense on the combined company results of operations based on a 38% combined federal and state tax rate for the six months ended June 30, 2005 and for the year ended December 31, 2004. |
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| (7) | | Consulting and legal fees of approximately $2 million were reported by Mission, in general and administrative expenses through June 30, 2005. These costs are directly attributable to the transaction and have been excluded from the pro forma financial statements as they represent material nonrecurring charges. Mission Resources expects to incur approximately $14.8 million in transaction costs consisting of accounting, consulting and legal fees in addition to costs associated with employee severance. |