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Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(in thousands of dollars, except per share data)
| | Petrohawk Historical
| | Wynn-Crosby Historical
| | Pro Forma Adjustments
| | Petrohawk Pro Forma Adjusted
| |
---|
REVENUES: | | | | | | | | | | | | |
| Oil and gas | | $ | 12,591 | | $ | 92,430 | | | | $ | 105,021 | |
| Field services | | | 334 | | | — | | | | | 334 | |
| Other | | | — | | | 46 | | | | | 46 | |
| |
| |
| | | |
| |
| | Total revenue | | | 12,925 | | | 92,476 | | | | | 105,401 | |
COSTS AND EXPENSES: | | | | | | | | | | | | |
| Production: | | | | | | | | | | | | |
| | Lease operations | | | 2,402 | | | 15,407 | | | | | 17,809 | |
| | Production, severance and ad valorem taxes | | | 875 | | | 5,927 | | | | | 6,802 | |
| | Gathering, transportation and other | | | — | | | 1,430 | | | | | 1,430 | |
| Field services | | | 185 | | | — | | | | | 185 | |
| General and administrative | | | 2,678 | | | 3,697 | | | | | 6,375 | |
| Stock-based compensation | | | 252 | | | — | | | | | 252 | |
| Full cost ceiling impairment | | | 129 | | | — | | | | | 129 | |
| Depreciation, depletion and amortization | | | 4,858 | | | 11,508 | | (11,508 34,693 | )(1) (1) | | 39,551 | |
| Accretion of asset retirement obligations | | | 50 | | | 604 | | | | | 654 | |
| Other | | | — | | | 301 | | | | | 301 | |
| |
| |
| | | |
| |
| | Total costs and expenses | | | 11,429 | | | 38,874 | | | | | 73,488 | |
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| |
| | | |
| |
INCOME FROM OPERATIONS | | | 1,496 | | | 53,602 | | | | | 31,913 | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | |
| Financial derivatives, realized | | | — | | | (4,530 | ) | | | | (4,530 | ) |
| Financial derivatives, unrealized | | | — | | | (2,377 | ) | | | | (2,377 | ) |
| Equity income of non-affiliates | | | — | | | 228 | | | | | 228 | |
| Gain on sale of assets | | | — | | | 63 | | | | | 63 | |
| Investment income | | | — | | | 58 | | | | | 58 | |
| Interest expense | | | (476 | ) | | (2,338 | ) | 2,338 (9,403 | (2) )(2) | | (9,879 | ) |
| Interest income and other | | | (30 | ) | | — | | | | | (30 | ) |
| |
| |
| | | |
| |
| | Total other expense | | | (506 | ) | | (8,896 | ) | | | | (16,467 | ) |
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| |
| | | |
| |
INCOME BEFORE INCOME TAX PROVISION | | | 990 | | | 44,706 | | | | | 15,446 | |
INCOME TAX (PROVISION) | | | (24 | ) | | — | | 24 (5,869 | (3) )(3) | | (5,869 | ) |
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| |
| | | |
| |
NET INCOME | | | 966 | | | 44,706 | | | | | 9,577 | |
PREFERRED DIVIDENDS | | | (447 | ) | | — | | | | | (447 | ) |
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| | | |
| |
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS AND PARTNERS | | $ | 519 | | $ | 44,706 | | | | $ | 9,130 | |
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| | | |
| |
BASIC NET INCOME PER COMMON SHARE(5) | | $ | 0.08 | | | N/A | | | | $ | 0.37 | |
DILUTED NET INCOME PER COMMON SHARE(5) | | $ | 0.08 | | | N/A | | | | $ | 0.37 | |
WEIGHTED AVERAGE SHARES OUTSTANDING(5): | | | | | | | | | | | | |
| Basic | | | 6,216 | | | N/A | | 18,538 | (4) | | 24,754 | |
| Fully diluted | | | 6,253 | | | N/A | | 18,538 | (4) | | 24,791 | |
(see accompanying notes)
1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(in thousands of dollars, except per share data)
| | Petrohawk Historical
| | Wynn-Crosby Historical
| | Pro Forma Adjustments
| | Petrohawk Pro Forma Adjusted
| |
---|
REVENUES: | | | | | | | | | | | | |
| Oil and gas | | $ | 8,847 | | $ | 50,486 | | | | $ | 59,333 | |
| Field services | | | 193 | | | — | | | | | 193 | |
| Other | | | — | | | 81 | | | | | 81 | |
| |
| |
| | | |
| |
| | Total revenue | | | 9,040 | | | 50,567 | | | | | 59,607 | |
COSTS AND EXPENSES: | | | | | | | | | | | | |
| Production: | | | | | | | | | | | | |
| | Lease operations | | | 1,577 | | | 9,093 | | | | | 10,670 | |
| | Production, severance and ad valorem taxes | | | 490 | | | 3,246 | | | | | 3,736 | |
| | Gathering, transportation and other | | | — | | | 682 | | | | | 682 | |
| Field services | | | 89 | | | — | | | | | 89 | |
| General and administrative | | | 2,420 | | | 2,439 | | | | | 4,859 | |
| Stock-based compensation | | | 2,027 | | | — | | | | | 2,027 | |
| Full cost ceiling impairment | | | — | | | — | | | | | — | |
| Depreciation, depletion and amortization | | | 2,260 | | | 6,048 | | (6,048 16,299 | )(1) (1) | | 18,559 | |
| Accretion of asset retirement obligations | | | 46 | | | 259 | | | | | 305 | |
| Other | | | — | | | 266 | | | | | 266 | |
| |
| |
| | | |
| |
| | Total costs and expenses | | | 8,909 | | | 22,033 | | | | | 41,193 | |
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| |
| | | |
| |
INCOME (LOSS) FROM OPERATIONS | | | 131 | | | 28,534 | | | | | 18,414 | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | |
| Financial derivatives, realized | | | — | | | (3,024 | ) | | | | (3,024 | ) |
| Financial derivatives, unrealized | | | — | | | (1,829 | ) | | | | (1,829 | ) |
| Equity income of non-affiliates | | | — | | | 166 | | | | | 166 | |
| Investment income | | | — | | | 16 | | | | | 16 | |
| Interest expense | | | (494 | ) | | (833 | ) | 833 (4,756 | (2) )(2) | | (5,250 | ) |
| Interest income and other | | | 19 | | | — | | | | | 19 | |
| |
| |
| | | |
| |
| | Total other income (expense) | | | (475 | ) | | (5,504 | ) | | | | (9,902 | ) |
INCOME (LOSS) BEFORE INCOME TAX PROVISION | | | (344 | ) | | 23,030 | | | | | 8,512 | |
INCOME TAX PROVISION | | | (37 | ) | | — | | 37 (3,235 | (3) )(3) | | (3,235 | ) |
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| | | |
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NET INCOME (LOSS) | | | (381 | ) | | 23,030 | | | | | 5,277 | |
PREFERRED DIVIDENDS | | | (222 | ) | | — | | | | | (222 | ) |
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| | | |
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NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS AND PARTNERS | | $ | (603 | ) | $ | 23,030 | | | | $ | 5,055 | |
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| | | |
| |
BASIC NET INCOME (LOSS) PER COMMON SHARE(5) | | $ | (0.08 | ) | | N/A | | | | $ | 0.19 | |
DILUTED NET INCOME (LOSS) PER COMMON SHARE(5) | | $ | (0.08 | ) | | N/A | | | | $ | 0.16 | |
WEIGHTED AVERAGE SHARES OUTSTANDING(5): | | | | | | | | | | | | |
| Basic | | | 7,713 | | | N/A | | 18,538 | (4) | | 26,251 | |
| Fully diluted | | | 7,713 | | | N/A | | 24,911 | (4) | | 32,624 | |
(see accompanying notes)
2
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AT JUNE 30, 2004
(in thousands of dollars)
| | Petrohawk Historical
| | Wynn-Crosby Historical
| | Pro Forma Adjustments(4)
| | Petrohawk Pro Forma Adjusted
| |
---|
ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 45,789 | | $ | 9,218 | | $ | (35,000 | ) | $ | 20,007 | |
| Accounts receivable | | | | | | | | | | | | | |
| | Oil and gas sales | | | 3,356 | | | 21,791 | | | | | | 25,147 | |
| | Other | | | 313 | | | — | | | | | | 313 | |
| Prepaid expenses and other | | | 938 | | | 2,084 | | | | | | 3,022 | |
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| |
| | | | |
| |
| | Total current assets | | | 50,396 | | | 33,093 | | | | | | 48,489 | |
PROPERTY AND EQUIPMENT, AT COST: | | | | | | | | | | | | | |
| Oil and gas properties, full cost method | | | | | | | | | | | | | |
| | Subject to amortization | | | 82,235 | | | 236,463 | | | (236,463 407,263 | )
| | 489,498 | |
| | Not subject to amortization | | | 1,213 | | | 1,603 | | | (1,603 30,000 | )
| | 31,213 | |
| Other property and equipment | | | 2,050 | | | 231 | | | | | | 2,281 | |
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| |
| | | | |
| |
| | | 85,498 | | | 238,297 | | | | | | 522,992 | |
Allowance for depreciation, depletion and amortization | | | (42,734 | ) | | (94,261 | ) | | 94,261 | | | (42,734 | ) |
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| | | | |
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| | | 42,764 | | | 144,036 | | | | | | 480,258 | |
Other assets | | | 1,282 | | | 881 | | | 2,500 | | | 4,663 | |
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| | | | |
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TOTAL ASSETS | | $ | 94,442 | | $ | 178,010 | | | | | $ | 533,410 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
| Accounts payable and other | | $ | 3,143 | | $ | 26,218 | | | | | $ | 29,361 | |
| Commodity hedging contracts | | | — | | | 5,450 | | | | | | 5,450 | |
| Current maturities on long-term debt | | | — | | | 310 | | $ | (310 | ) | | — | |
| Asset retirement obligation—current portion | | | 172 | | | — | | | | | | 172 | |
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| | | | |
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| | Total current liabilities | | | 3,315 | | | 31,978 | | | | | | 34,983 | |
REVOLVING CREDIT FACILITY | | | — | | | 40,670 | | | (40,670 185,000 | )
| | 185,000 | |
SECOND LIEN FACILITY | | | — | | | — | | | 50,000 | | | 50,000 | |
SUBORDINATED CONVERTIBLE NOTE PAYABLE | | | 35,000 | | | — | | | | | | 35,000 | |
ASSET RETIREMENT OBLIGATION | | | 1,106 | | | 9,175 | | | | | | 10,281 | |
STOCKHOLDERS' EQUITY: | | | | | | | | | | | | | |
| Preferred stockholders' equity | | | 1 | | | | | | | | | 1 | |
| Common stockholders' equity | | | 14 | | | — | | | 19 | | | 33 | |
| Additional paid-in capital | | | 78,276 | | | — | | | 163,106 | | | 241,382 | |
| Treasury stock | | | (36 | ) | | — | | | | | | (36 | ) |
| Partners' capital | | | | | | 96,187 | | | (96,187 | ) | | — | |
| Accumulated deficit | | | (23,234 | ) | | — | | | | | | (23,234 | ) |
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TOTAL STOCKHOLDERS' EQUITY | | | 55,021 | | | 96,187 | | | | | | 218,146 | |
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TOTAL LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL | | $ | 94,442 | | $ | 178,010 | | | | | $ | 533,410 | |
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| | | | |
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(see accompanying notes)
3
Notes to Unaudited Pro Forma Condensed Consolidated Financial Data
The unaudited pro forma financial data has been prepared to give effect to the Acquisition of Wynn-Crosby Energy, Inc. and its affiliated partnerships (the "Acquisition"). Information under the column heading "Pro Forma Adjustments" gives effect to the adjustments related to the Acquisition for related financing activities based on assumed debt financing of $250 million and equity financing of $175 million (at an assumed price equal to the closing price of shares of common stock on October 26, 2004 of $9.44 per share). The unaudited pro forma condensed consolidated statements are not necessarily indicative of the results of our future operations.
Petrohawk has 170,000 Mmbtu per month hedged for calendar year 2005 in the form of a collar with an average floor price of $5.68 per Mmbtu and an average ceiling price of $7.89 per Mmbtu and 150,000 Mmbtu per month hedged for calendar year 2006 in the form of a collar with an average floor price of $6.00 per Mmbtu and an average ceiling price of $8.26 per Mmbtu. Additionally, Petrohawk has 9,000 Bbl per month hedged for calendar year 2005 in the form of a collar with an average floor price of $43.00 per barrel and an average ceiling price of $52.30 per barrel and 7,000 Bbl per month hedged for calendar year 2006 in the form of a collar with an average floor price of $40.00 per barrel and an average ceiling price of $47.30 per barrel.
Taking into account the assumed equity financing, PHAWK, LLC will own approximately 23% of our outstanding common stock, and would own approximately 43% of our then outstanding common stock if the convertible subordinated note and related warrants owned by it were converted and exercised. We believe that PHAWK, LLC is considering divesting some or all of its investment in our common stock. Our board of directors has indicated that they intend to make available to our management and employees stock options and/or restricted stock in an amount that is approximately 10% of our total shares outstanding.
- (1)
- To adjust depreciation, depletion and amortization expense to give effect to the purchase price allocated to the Acquisition using the unit of production method under the full cost method of accounting.
- (2)
- To adjust interest expense to give effect to the anticipated financing activities related to the Acquisition.
- (3)
- To record income tax expense on the combined company results of operations, giving effect to the Acquisition, based on a 38% combined federal and state tax rate.
- (4)
- To record the Acquisition, assumed debt financing of $250 million, assumed equity financing of $175 million and estimated expenses.
- (5)
- Adjusted retroactively for the one-for-two reverse split of our common stock which occurred May 26, 2004.
4
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 (in thousands of dollars, except per share data)UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 (in thousands of dollars, except per share data)UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AT JUNE 30, 2004 (in thousands of dollars)Notes to Unaudited Pro Forma Condensed Consolidated Financial Data