UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of earliest event reported: December 18, 2008
ATP OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 001-32647
| | |
| Texas | | 76-0362774 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
4600 Post Oak Place, Suite 200
Houston, Texas 77027
(Address of principal executive offices)
(Zip Code)
(713) 622-3311
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
On December 18, 2008, ATP Oil & Gas (UK) Limited (“ATP UK”), a wholly owned subsidiary of ATP Oil & Gas Corporation, closed the sale to EDF Production UK Limited (“EDF”) of 80% of its working interests in certain United Kingdom producing oil and gas properties, leasehold acreage and gathering infrastructure for total cash consideration of £258.2 million, net of brokers fees, and the assumption by the buyer of liabilities associated with future abandonment of wells and platforms. On December 24, 2008, ATP Oil & Gas Corporation filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Initial Report”) in connection with such sale that included the required historical and pro forma financial information, which information is incorporated herein by reference. This Current Report on Form 8-K/A amends the Initial Report by providing updated pro forma financial information for the year ended December 31, 2008 as required by Item 9.01(b) of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| (b) | Pro forma financial information |
The unaudited pro forma condensed consolidated income statement for the year ended December 31, 2008 that gives effect to the disposition described above begins on page F-1 of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | ATP Oil & Gas Corporation |
| | | |
| Date: May 29, 2009 | | | | By: | | /s/ Albert L. Reese Jr. |
| | | | | | Albert L. Reese Jr. |
| | | | | | Chief Financial Officer |
2
ATP OIL & GAS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
The following unaudited pro forma condensed consolidated income statement is presented to give effect to the sale on December 18, 2008 of 80% of ATP UK’s working interests in certain producing oil and gas properties, leasehold acreage and gathering infrastructures, all of which are located in the UK sector of the North Sea at the Tors and Wenlock fields (the “Disposition”).
The historical income statement information for the year ended December 31, 2008 is derived from our audited financial statements and includes the operations of the properties included in the Disposition through the Closing Date. The unaudited pro forma condensed consolidated income statement should be read together with our consolidated income statement and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.
The unaudited pro forma condensed consolidated income statement presents our operations as if the Disposition had occurred on January 1, 2008. No unaudited pro forma condensed consolidated balance sheet as of December 31, 2008 is presented as the Disposition closed prior to December 31, 2008, and is excluded from the historical consolidated balance sheet in our Annual Report on Form 10-K for the year ended December 31, 2008.
Pursuant to Securities and Exchange Commission rules for pro forma financial statements, no pro forma adjustments were made with respect to the following:
| | • | | reductions in general and administrative expense to reflect any cost savings in such costs associated with the reduction in our technical and administrative staff resulting from the Disposition; and |
| | • | | increases in assumed interest income associated with the investment of the proceeds received from the Disposition. |
The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only. The financial results may have been different if the Disposition had occurred as of the dates indicated above. This financial information does not purport to indicate the future results that we will experience.
F-1
ATP OIL & GAS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
(In thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2008 | |
| | | Historical
Consolidated | | | Less UK
Properties
Disposition (a) | | | Pro Forma
Adjustments | | | Pro Forma
Combined | |
Revenues: | | | | | | | | | | | | | | | | |
Oil and gas production | | $ | 584,823 | | | $ | (78,493 | ) | | $ | — | | | $ | 506,330 | |
Other revenues | | | 33,206 | | | | — | | | | — | | | | 33,206 | |
| | | | | | | | | | | | | | | | |
| | | 618,029 | | | | (78,493 | ) | | | — | | | | 539,536 | |
| | | | | | | | | | | | | | | | |
| | | | |
Costs, operating expenses and other: | | | | | | | | | | | | | | | | |
Lease operating | | | 91,196 | | | | (14,499 | ) | | | — | | | | 76,697 | |
Exploration | | | 48 | | | | — | | | | — | | | | 48 | |
General and administrative | | | 41,653 | | | | — | | | | — | | | | 41,653 | |
Depreciation, depletion and amortization | | | 246,434 | | | | — | | | | (71,511 | ) (b) | | | 174,923 | |
Impairment of oil and gas properties | | | 125,059 | | | | — | | | | — | | | | 125,059 | |
Accretion of asset retirement obligation | | | 15,566 | | | | — | | | | (2,161 | ) (c) | | | 13,405 | |
Loss on abandonment | | | 13,289 | | | | — | | | | — | | | | 13,289 | |
Gain on disposition of properties | | | (119,233 | ) | | | 119,073 | | | | — | | | | (160 | ) |
Other, net | | | (99 | ) | | | — | | | | — | | | | (99 | ) |
| | | | | | | | | | | | | | | | |
| | | 413,913 | | | | 104,574 | | | | (73,672 | ) | | | 444,815 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 204,116 | | | | (183,067 | ) | | | 73,672 | | | | 94,721 | |
| | | | | | | | | | | | | | | | |
| | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 3,476 | | | | — | | | | — | | | | 3,476 | |
Interest expense, net | | | (100,729 | ) | | | — | | | | — | | | | (100,729 | ) |
Derivatives income | | | 89,035 | | | | — | | | | — | | | | 89,035 | |
Loss on extinguishment of debt | | | (24,220 | ) | | | — | | | | — | | | | (24,220 | ) |
| | | | | | | | | | | | | | | | |
| | | (32,438 | ) | | | — | | | | — | | | | (32,438 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Income before income taxes | | | 171,678 | | | | (183,067 | ) | | | 73,672 | | | | 62,283 | |
| | | | | | | | | | | | | | | | |
| | | | |
Income tax (expense) benefit: | | | | | | | | | | | | | | | | |
Current | | | (1,969 | ) | | | — | | | | — | | | | (1,969 | ) |
Deferred | | | (48,004 | ) | | | — | | | | 54,698 | (d) | | | 6,694 | |
| | | | | | | | | | | | | | | | |
| | | (49,973 | ) | | | — | | | | 54,698 | | | | 4,725 | |
| | | | | | | | | | | | | | | | |
| | | | |
Net income | | $ | 121,705 | | | $ | (183,067 | ) | | $ | 128,370 | | | $ | 67,008 | |
| | | | | | | | | | | | | | | | |
| | | | |
Net income per share: | | | | | | | | | | | | | | | | |
| | | | |
Basic | | $ | 3.43 | | | | | | | | | | | $ | 1.89 | |
| | | | | | | | | | | | | | | | |
| | | | |
Diluted | | $ | 3.39 | | | | | | | | | | | $ | 1.87 | |
| | | | | | | | | | | | | | | | |
| | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 35,457 | | | | | | | | | | | | 35,457 | |
Diluted | | | 35,868 | | | | | | | | | | | | 35,868 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
F-2
ATP OIL & GAS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Assumptions:
| | (a) | Represents adjustments to remove historical revenues and operating expenses associated with the properties included in the Disposition. |
| | (b) | Represents adjustment to reflect the pro forma impact of the Disposition on depreciation, depletion and amortization. |
| | (c) | Represents adjustment to reflect the pro forma impact of the Disposition on accretion of asset retirement obligation. |
| | (d) | Represents adjustment to income tax expense on the historical revenues and operating expenses associated with the properties included in the Disposition calculated using the 50% statutory U.K. income tax rate. |
F-3
