UNAUDITED PRO FORMA FINANCIAL INFORMATION
On March 28, 2013, Gastar Exploration USA, Inc. (“Gastar USA”), a subsidiary of Gastar Exploration Ltd. (the “Company”), entered into a Purchase and Sale Agreement, by and among Chesapeake Exploration, L.L.C. and Larchmont Resources, L.L.C. and Gastar USA, to acquire approximately 157,000 net acres of Mid-Continent oil and gas leasehold interests, including production from interests in 176 net producing locations in Oklahoma (the “Chesapeake Assets”), for approximately $74.2 million, subject to customary adjustments. We refer to this acquisition as the “Chesapeake Acquisition”. The Chesapeake acquisition had an effective date of October 1, 2012. The Chesapeake Acquisition was completed on June 7, 2013.
Also on March 28, 2013, the Company, Gastar Exploration Texas, L.P. and Gastar Exploration Texas, LLC entered into a Settlement Agreement with Chesapeake Exploration, L.L.C. and Chesapeake Energy Corporation (together, “Chesapeake”). In order to effect a mutual full and unconditional release and settlement of all claims made in a lawsuit filed by Chesapeake, Gastar USA agreed to pay Chesapeake approximately $10.8 million in cash, approximately $9.8 of which through the repurchase of 6,781,768 outstanding common shares of the Company's common stock currently held by Chesapeake. The litigation settlement and share repurchase were completed on June 7, 2013.
On May 15, 2013, Gastar USA issued and sold $200.0 million aggregate principal amount of its 8.625% Senior Secured Notes due 2018 to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States under Regulation S of the Securities Act. The net proceeds of the offering were approximately $192.0 million and were placed into escrow pending use of such proceeds in the closing of the Chesapeake Acquisition on June 7, 2013. The balance of the net proceeds were used to fund the litigation settlement and share repurchase on June 7, 2013, to repay in full approximately $115.0 million of existing indebtedness under Gastar USA's revolving credit facility in connection with the amendment and restatement of such facility and approximately $3.2 million were used for general corporate purposes.
On June 7, 2013, Gastar USA entered into the Second Amended and Restated Credit Agreement among Gastar USA, Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Lender and the lenders named therein. The initial borrowing base under the new revolving credit facility is $50.0 million. The new revolving credit facility is currently undrawn.
The unaudited pro forma combined financial statements give effect to the:
| |
• | issuance and sale of the Notes and the application of the net proceeds therefrom; |
| |
• | repurchase of shares of the Company's common stock held by Chesapeake; |
| |
• | litigation settlement with Chesapeake; and new revolving credit facility (collectively, the “Transactions”). |
The following unaudited pro forma financial information is derived from the historical financial statements of the Company and Gastar USA and reflect the impact of the Transactions. The Unaudited Pro Forma Combined Balance Sheet of the Company as of March 31, 2013 and the Unaudited Pro Forma Combined Balance Sheet of Gastar USA as of March 31, 2013 have been prepared assuming the Transactions were consummated on March 31, 2013. The Unaudited Pro Forma Combined Statements of Operations of the Company and Gastar USA for the year ended December 31, 2012 and for the three month period ended March 31, 2013 have been prepared assuming the Transactions were consummated on January 1, 2012. These unaudited pro forma combined financial statements should be read in conjunction with the notes hereto and the consolidated financial statements and notes thereto of the Company and Gastar USA filed on Form 10-K for the year ended December 31, 2012 and on Form 10-Q for the three months ended March 31, 2013.
The unaudited pro forma financial information is not indicative of the financial position or results of operations of the Company or Gastar USA which would have actually occurred if the transaction had occurred at the dates presented or which may be obtained in the future. In addition, future results may vary significantly from the results reflected in such statements due to normal oil and natural gas production declines, reductions in prices paid for oil or natural gas, future acquisitions or dispositions and other factors.
GASTAR EXPLORATION LTD.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2013 |
| | | | | | | | | | | |
| | | Pro Forma Adjustments | | |
| Gastar LTD | | | | |
| Historical | | The Transactions | | Pro Forma |
| (in thousands, except share data) |
ASSETS | | | | | |
CURRENT ASSETS: | | | | | |
Cash and cash equivalents | $ | 7,135 |
| | $ | 3,209 |
| (a) | $ | 10,344 |
|
Accounts receivable, net of allowance for doubtful accounts of $542 | 8,289 |
| | — |
| | 8,289 |
|
Commodity derivative contracts | 1,217 |
| | — |
| | 1,217 |
|
Prepaid expenses | 991 |
| | — |
| | 991 |
|
Total current assets | 17,632 |
| | 3,209 |
| | 20,841 |
|
| | | | | |
PROPERTY, PLANT AND EQUIPMENT: | | | | | |
Natural gas and oil properties, full cost method of accounting: | | | | | |
Unproved properties, excluded from amortization | 74,865 |
| | 40,307 |
| (b) | 115,172 |
|
Proved properties | 699,408 |
| | 32,248 |
| (b) | 731,656 |
|
Total natural gas and oil properties | 774,273 |
| | 72,555 |
| | 846,828 |
|
Furniture and equipment | 1,944 |
| | — |
| | 1,944 |
|
Total property, plant and equipment | 776,217 |
| | 72,555 |
| | 848,772 |
|
Accumulated depreciation, depletion and amortization | (490,124 | ) | | — |
| | (490,124 | ) |
Total property, plant and equipment, net | 286,093 |
| | 72,555 |
| | 358,648 |
|
| | | | | |
OTHER ASSETS: | | | | | |
Commodity derivative contracts | 854 |
| | — |
| | 854 |
|
Deferred charges, net | 825 |
| | 2,500 |
| (c) | 3,325 |
|
Advances to operators and other assets | 2,153 |
| | — |
| | 2,153 |
|
Deposit for purchase of natural gas and oil properties | 7,425 |
| | (7,425 | ) | (d) | — |
|
Total other assets | 11,257 |
| | (4,925 | ) | | 6,332 |
|
TOTAL ASSETS | $ | 314,982 |
| | $ | 70,839 |
| | $ | 385,821 |
|
| | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | |
CURRENT LIABILITIES: | | | | | |
Accounts payable | $ | 18,239 |
| | $ | — |
| | $ | 18,239 |
|
Revenue payable | 7,563 |
| | — |
| | 7,563 |
|
Accrued interest | 172 |
| | — |
| | 172 |
|
Accrued drilling and operating costs | 2,888 |
| | — |
| | 2,888 |
|
Advances from non-operators | 33,630 |
| | — |
| | 33,630 |
|
Commodity derivative contracts | 3,491 |
| | — |
| | 3,491 |
|
Accrued litigation settlement liability | 1,000 |
| | (1,000 | ) | (e) | — |
|
Asset retirement obligation | 358 |
| | — |
| | 358 |
|
Other accrued liabilities | 1,707 |
| | — |
| | 1,707 |
|
Total current liabilities | 69,048 |
| | (1,000 | ) | | 68,048 |
|
| | | | | |
LONG-TERM LIABILITIES: | | | | | |
Long-term debt | 115,000 |
| | 79,500 |
| (f) | 194,500 |
|
Commodity derivative contracts | 1,725 |
| | — |
| | 1,725 |
|
Asset retirement obligation | 6,445 |
| | 2,092 |
| (g) | 8,537 |
|
Other accrued liabilities | 228 |
| | — |
| | 228 |
|
Total long-term liabilities | 123,398 |
| | 81,592 |
| | 204,990 |
|
| | | | | |
Commitments and contingencies | | | | | |
| | | | | |
SHAREHOLDERS' EQUITY: | | | | | |
Common stock, no par value; unlimited shares authorized; 68,375,282 shares issued and outstanding at March 31, 2013 | 316,346 |
| | (9,753 | ) | (h) | 306,593 |
|
Additional paid-in capital | 28,925 |
| | — |
| | 28,925 |
|
Accumulated deficit | (299,373 | ) | | — |
| | (299,373 | ) |
Total shareholders' equity | 45,898 |
| | (9,753 | ) | | 36,145 |
|
Non-controlling interest: | | | | | |
Preferred stock of subsidiary, aggregate liquidation preference $98,781 at March 31, 2013 | 76,638 |
| | — |
| | 76,638 |
|
Total equity | 122,536 |
| | (9,753 | ) | | 112,783 |
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 314,982 |
| | $ | 70,839 |
| | $ | 385,821 |
|
See accompanying notes to unaudited pro forma combined financial statements.
GASTAR EXPLORATION LTD.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2013
|
| | | | | | | | | | | |
| | | | | |
| | | Pro Forma Adjustments | | |
| Gastar LTD | | | | |
| Historical | | The Transactions | | Pro Forma |
REVENUES: | | | | | |
Natural gas | $ | 11,233 |
| | $ | 1,190 |
| (j) | $ | 12,423 |
|
Condensate and oil | 6,126 |
| | 1,371 |
| (j) | 7,497 |
|
NGLs | 3,542 |
| | 158 |
| (j) | 3,700 |
|
Total natural gas, oil and NGLs revenues | 20,901 |
| | 2,719 |
| | 23,620 |
|
Unrealized hedge loss | (9,637 | ) | | — |
| | (9,637 | ) |
Total revenues | 11,264 |
| | 2,719 |
| | 13,983 |
|
EXPENSES: | | | | | |
Production taxes | 643 |
| | 151 |
| (k) | 794 |
|
Lease operating expenses | 1,837 |
| | 885 |
| (k) | 2,722 |
|
Transportation, treating and gathering | 1,164 |
| | 38 |
| (k) | 1,202 |
|
Depreciation, depletion and amortization | 5,365 |
| | 797 |
| (l) | 6,162 |
|
Accretion of asset retirement obligation | 102 |
| | 52 |
| (m) | 154 |
|
General and administrative expense | 3,002 |
| | — |
| | 3,002 |
|
Litigation settlement expense | 1,000 |
| | — |
| | 1,000 |
|
Total expenses | 13,113 |
| | 1,923 |
| | 15,036 |
|
(LOSS) INCOME FROM OPERATIONS | (1,849 | ) | | 796 |
| | (1,053 | ) |
OTHER INCOME (EXPENSE): | | | | | |
Interest expense | (609 | ) | | (2,537 | ) | (n) | (3,146 | ) |
Investment income and other | 3 |
| | — |
| | 3 |
|
Foreign transaction loss | (1 | ) | | — |
| | (1 | ) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (2,456 | ) | | (1,741 | ) | | (4,197 | ) |
Provision for income taxes | — |
| | — |
| | — |
|
NET LOSS | (2,456 | ) | | (1,741 | ) | | (4,197 | ) |
Dividend on preferred stock attributable to non-controlling interest | (2,130 | ) | | — |
| | (2,130 | ) |
NET LOSS ATTRIBUTABLE TO GASTAR EXPLORATION LTD. | $ | (4,586 | ) | | $ | (1,741 | ) | | $ | (6,327 | ) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO GASTAR EXPLORATION LTD. COMMON SHAREHOLDERS: | | | | | |
Basic | $ | (0.07 | ) | | | | $ | (0.11 | ) |
Diluted | $ | (0.07 | ) | | | | $ | (0.11 | ) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | |
Basic | 63,864,527 |
| | (6,781,768 | ) | | 57,082,759 |
|
Diluted | 63,864,527 |
| | (6,781,768 | ) | | 57,082,759 |
|
See accompanying notes to unaudited pro forma combined financial statements.
GASTAR EXPLORATION LTD.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
|
| | | | | | | | | | | |
| | | | | |
| | | Pro Forma Adjustments | | |
| Gastar LTD | | | | |
| Historical | | The Transactions | | Pro Forma |
REVENUES: | | | | | |
Natural gas | $ | 33,829 |
| | $ | 4,857 |
| (j) | $ | 38,686 |
|
Condensate and oil | 12,377 |
| | 7,725 |
| (j) | 20,102 |
|
NGLs | 9,300 |
| | 701 |
| (j) | 10,001 |
|
Total natural gas, oil and NGLs revenues | 55,506 |
| | 13,283 |
| | 68,789 |
|
Unrealized hedge loss | (5,566 | ) | | — |
| | (5,566 | ) |
Total revenues | 49,940 |
| | 13,283 |
| | 63,223 |
|
EXPENSES: | | | | | |
Production taxes | 2,269 |
| | 651 |
| (k) | 2,920 |
|
Lease operating expenses | 6,174 |
| | 3,594 |
| (k) | 9,768 |
|
Transportation, treating and gathering | 4,965 |
| | 136 |
| (k) | 5,101 |
|
Depreciation, depletion and amortization | 25,424 |
| | 4,321 |
| (l) | 29,745 |
|
Impairment of natural gas and oil properties | 150,787 |
| | — |
| | |
Accretion of asset retirement obligation | 388 |
| | 196 |
| (m) | 584 |
|
General and administrative expense | 12,211 |
| | — |
| | 12,211 |
|
Litigation settlement expense | 1,250 |
| | — |
| | 1,250 |
|
Total expenses | 203,468 |
| | 8,898 |
| | 212,366 |
|
(LOSS) INCOME FROM OPERATIONS | (153,528 | ) | | 4,385 |
| | (149,143 | ) |
OTHER INCOME (EXPENSE): | | | | | |
Interest expense | (270 | ) | | (9,158 | ) | (n) | (9,428 | ) |
Investment income and other | 9 |
| | — |
| | 9 |
|
Foreign transaction loss | (2 | ) | | — |
| | (2 | ) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (153,791 | ) | | (4,773 | ) | | (158,564 | ) |
Provision for income taxes | — |
| | — |
| | — |
|
NET LOSS | (153,791 | ) | | (4,773 | ) | | (158,564 | ) |
Dividend on preferred stock attributable to non-controlling interest | (7,077 | ) | | — |
| | (7,077 | ) |
NET LOSS ATTRIBUTABLE TO GASTAR EXPLORATION LTD. | $ | (160,868 | ) | | $ | (4,773 | ) | | $ | (165,641 | ) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO GASTAR EXPLORATION LTD. COMMON SHAREHOLDERS: | | | | | |
Basic | $ | (2.53 | ) | | | | $ | (2.92 | ) |
Diluted | $ | (2.53 | ) | | | | $ | (2.92 | ) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | |
Basic | 63,538,362 |
| | (6,781,768 | ) | | 56,756,594 |
|
Diluted | 63,538,362 |
| | (6,781,768 | ) | | 56,756,594 |
|
See accompanying notes to unaudited pro forma combined financial statements.
GASTAR EXPLORATION USA, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2013 |
| | | | | | | | | | | |
| | | Pro Forma Adjustments | | |
| Gastar USA | | | | |
| Historical | | The Transactions | | Pro Forma |
| (in thousands, except share data) |
ASSETS | | | | | |
CURRENT ASSETS: | | | | | |
Cash and cash equivalents | $ | 7,089 |
| | $ | 3,209 |
| (a) | $ | 10,298 |
|
Accounts receivable, net of allowance for doubtful accounts of $542 | 8,288 |
| | — |
| | 8,288 |
|
Commodity derivative contracts | 1,217 |
| | — |
| | 1,217 |
|
Prepaid expenses | 837 |
| | — |
| | 837 |
|
Total current assets | 17,431 |
| | 3,209 |
| | 20,640 |
|
| | | | | |
PROPERTY, PLANT AND EQUIPMENT: | | | | | |
Natural gas and oil properties, full cost method of accounting: | | | | | |
Unproved properties, excluded from amortization | 74,865 |
| | 40,307 |
| (b) | 115,172 |
|
Proved properties | 699,400 |
| | 32,248 |
| (b) | 731,648 |
|
Total natural gas and oil properties | 774,265 |
| | 72,555 |
| | 846,820 |
|
Furniture and equipment | 1,944 |
| | — |
| | 1,944 |
|
Total property, plant and equipment | 776,209 |
| | 72,555 |
| | 848,764 |
|
Accumulated depreciation, depletion and amortization | (490,117 | ) | | — |
| | (490,117 | ) |
Total property, plant and equipment, net | 286,092 |
| | 72,555 |
| | 358,647 |
|
| | | | | |
OTHER ASSETS: | | | | | |
Commodity derivative contracts | 854 |
| | — |
| | 854 |
|
Deferred charges, net | 825 |
| | 2,500 |
| (c) | 3,325 |
|
Advances to operators and other assets | 2,153 |
| | — |
| | 2,153 |
|
Deposit for purchase of natural gas and oil properties | 7,425 |
| | (7,425 | ) | (d) | — |
|
Total other assets | 11,257 |
| | (4,925 | ) | | 6,332 |
|
TOTAL ASSETS | $ | 314,780 |
| | $ | 70,839 |
| | $ | 385,619 |
|
| | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | |
CURRENT LIABILITIES: | | | | | |
Accounts payable | $ | 18,214 |
| | $ | — |
| | $ | 18,214 |
|
Revenue payable | 7,563 |
| | — |
| | 7,563 |
|
Accrued interest | 172 |
| | — |
| | 172 |
|
Accrued drilling and operating costs | 2,888 |
| | — |
| | 2,888 |
|
Advances from non-operators | 33,630 |
| | — |
| | 33,630 |
|
Commodity derivative contracts | 3,491 |
| | — |
| | 3,491 |
|
Accrued litigation settlement liability | 1,000 |
| | (1,000 | ) | (e) | — |
|
Asset retirement obligation | 358 |
| | — |
| | 358 |
|
Other accrued liabilities | 1,611 |
| | — |
| | 1,611 |
|
Total current liabilities | 68,927 |
| | (1,000 | ) | | 67,927 |
|
| | | | | |
LONG-TERM LIABILITIES: | | | | | |
Long-term debt | 115,000 |
| | 79,500 |
| (f) | 194,500 |
|
Commodity derivative contracts | 1,725 |
| | — |
| | 1,725 |
|
Asset retirement obligation | 6,438 |
| | 2,092 |
| (g) | 8,530 |
|
Due to Parent | 31,362 |
| | (9,753 | ) | (i) | 21,609 |
|
Other accrued liabilities | 228 |
| | — |
| | 228 |
|
Total long-term liabilities | 154,753 |
| | 71,839 |
| | 226,592 |
|
| | | | | |
Commitments and contingencies | | | | | |
| | | | | |
STOCKHOLDERS' EQUITY: | | | | | |
Preferred stock, $0.01 par value; 10,000,000 shares authorized; 3,951,254 shares issued and outstanding at March 31, 2013 with liquidation preference of $25.00 per share | 40 |
| | — |
| | 40 |
|
Common stock, no par value; 1,000 shares authorized; 750 shares issued and outstanding | 237,431 |
| | — |
| | 237,431 |
|
Additional paid-in capital | 76,598 |
| | — |
| | 76,598 |
|
Accumulated deficit | (222,969 | ) | | — |
| | (222,969 | ) |
Total stockholders' equity | 91,100 |
| | — |
| | 91,100 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 314,780 |
| | $ | 70,839 |
| | $ | 385,619 |
|
See accompanying notes to unaudited pro forma combined financial statements.
GASTAR EXPLORATION USA, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2013
|
| | | | | | | | | | | |
| | | | | |
| | | Pro Forma Adjustments | | |
| Gastar USA | | | | |
| Historical | | The Transactions | | Pro Forma |
REVENUES: | | | | | |
Natural gas | $ | 11,233 |
| | $ | 1,190 |
| (j) | $ | 12,423 |
|
Condensate and oil | 6,126 |
| | 1,371 |
| (j) | 7,497 |
|
NGLs | 3,542 |
| | 158 |
| (j) | 3,700 |
|
Total natural gas, oil and NGLs revenues | 20,901 |
| | 2,719 |
| | 23,620 |
|
Unrealized hedge loss | (9,637 | ) | | — |
| | (9,637 | ) |
Total revenues | 11,264 |
| | 2,719 |
| | 13,983 |
|
EXPENSES: | | | | | |
Production taxes | 643 |
| | 151 |
| (k) | 794 |
|
Lease operating expenses | 1,837 |
| | 885 |
| (k) | 2,722 |
|
Transportation, treating and gathering | 1,164 |
| | 38 |
| (k) | 1,202 |
|
Depreciation, depletion and amortization | 5,365 |
| | 797 |
| (l) | 6,162 |
|
Accretion of asset retirement obligation | 102 |
| | 52 |
| (m) | 154 |
|
General and administrative expense | 2,781 |
| | — |
| | 2,781 |
|
Litigation settlement expense | 1,000 |
| | — |
| | 1,000 |
|
Total expenses | 12,892 |
| | 1,923 |
| | 14,815 |
|
(LOSS) INCOME FROM OPERATIONS | (1,628 | ) | | 796 |
| | (832 | ) |
OTHER INCOME (EXPENSE): | | | | | |
Interest expense | (609 | ) | | (2,537 | ) | (n) | (3,146 | ) |
Investment income and other | 5 |
| | — |
| | 5 |
|
Foreign transaction gain | 1 |
| | — |
| | 1 |
|
LOSS BEFORE PROVISION FOR INCOME TAXES | (2,231 | ) | | (1,741 | ) | | (3,972 | ) |
Provision for income taxes | — |
| | — |
| | — |
|
NET LOSS | (2,231 | ) | | (1,741 | ) | | (3,972 | ) |
Dividend on preferred stock | (2,130 | ) | | — |
| | (2,130 | ) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDER | $ | (4,361 | ) | | $ | (1,741 | ) | | $ | (6,102 | ) |
See accompanying notes to unaudited pro forma combined financial statements.
GASTAR EXPLORATION USA, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
|
| | | | | | | | | | | |
| | | | | |
| | | Pro Forma Adjustments | | |
| Gastar USA | | | | |
| Historical | | The Transactions | | Pro Forma |
REVENUES: | | | | | |
Natural gas | $ | 33,829 |
| | $ | 4,857 |
| (j) | $ | 38,686 |
|
Condensate and oil | 12,377 |
| | 7,725 |
| (j) | 20,102 |
|
NGLs | 9,300 |
| | 701 |
| (j) | 10,001 |
|
Total natural gas, oil and NGLs revenues | 55,506 |
| | 13,283 |
| | 68,789 |
|
Unrealized hedge loss | (5,566 | ) | | — |
| | (5,566 | ) |
Total revenues | 49,940 |
| | 13,283 |
| | 63,223 |
|
EXPENSES: | | | | | |
Production taxes | 2,269 |
| | 651 |
| (k) | 2,920 |
|
Lease operating expenses | 6,174 |
| | 3,594 |
| (k) | 9,768 |
|
Transportation, treating and gathering | 4,965 |
| | 136 |
| (k) | 5,101 |
|
Depreciation, depletion and amortization | 25,424 |
| | 4,321 |
| (l) | 29,745 |
|
Impairment of natural gas and oil properties | 150,787 |
| | — |
| | 150,787 |
|
Accretion of asset retirement obligation | 388 |
| | 196 |
| (m) | 584 |
|
General and administrative expense | 10,732 |
| | — |
| | 10,732 |
|
Litigation settlement expense | 1,250 |
| | — |
| | 1,250 |
|
Total expenses | 201,989 |
| | 8,898 |
| | 210,887 |
|
(LOSS) INCOME FROM OPERATIONS | (152,049 | ) | | 4,385 |
| | (147,664 | ) |
OTHER INCOME (EXPENSE): | | | | | |
Interest expense | (271 | ) | | (9,158 | ) | (n) | (9,429 | ) |
Investment income and other | (4 | ) | | — |
| | (4 | ) |
Foreign transaction gain | 2 |
| | — |
| | 2 |
|
LOSS BEFORE PROVISION FOR INCOME TAXES | (152,322 | ) | | (4,773 | ) | | (157,095 | ) |
Provision for income taxes | — |
| | — |
| | — |
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NET LOSS | (152,322 | ) | | (4,773 | ) | | (157,095 | ) |
Dividend on preferred stock | (7,077 | ) | | — |
| | (7,077 | ) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDER | $ | (159,399 | ) | | $ | (4,773 | ) | | $ | (164,172 | ) |
See accompanying notes to unaudited pro forma combined financial statements.
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(a) | To record the net cash proceeds received from the sale of Gastar USA's 8.625% senior secured notes, net of initial purchasers' discount and expenses less net Chesapeake Acquisition costs. |
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(b) | To record additional property, plant and equipment acquired and additional asset retirement obligation (full cost method) as of March 31, 2013 for the Chesapeake Assets, net of purchase price adjustments of $3.8 million to reflect the effective date of October 31, 2012. |
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(c) | To record the additional deferred financing costs of $2.5 million for the senior secured notes at March 31, 2013. |
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(d) | To record the application of the $7.4 million deposit previously paid for the Chesapeake Acquisition at March 31, 2013. |
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(e) | To record the payment of the litigation liability at March 31, 2013 as a result of the settlement agreement with Chesapeake. |
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(f) | To record the issuance of $200.0 million of Gastar USA's 8.625% senior secured notes, net of $5.5 million of initial purchasers' discount, and the retirement of the existing revolving credit facility outstanding balance at March 31, 2013. |
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(g) | To record additional asset retirement obligation liability for the properties acquired at March 31, 2013 for the Chesapeake Assets. |
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(h) | To record the repurchase of 6,781,678 common shares of GastarExploration Ltd. held by Chesapeake completed on June 7, 2013. |
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(i) | To record the reduction in the amount due to Gastar Exploration Ltd. for the repurchase of 6,781,678 shares of Gastar Exploration Ltd.'s common stock on June 7, 2013. |
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(j) | To record natural gas, condensate and oil and NGLs sales revenues for the Chesapeake Assets for the three months ended March 31, 2013 and for the year ended December 31, 2012. |
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(k) | To record direct operating expenses for the Chesapeake Assets for the three months ended March 31, 2013 and for the year ended December 31, 2012. |
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(l) | To record additional depreciation, depletion and amortization (“DD&A”) expense for the Transactions for the three months ended March 31, 2013 and for the year ended December 31, 2012 under the full cost method of accounting. |
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(m) | To record additional accretion expense on the asset retirement obligation for the Transactions for the three months ended March 31, 2013 and for the year ended December 31, 2012. |
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(n) | To record interest expense based on borrowings to fund the Transactions and related existing revolving credit facility retirement resulting in a net increase in interest expense for the three months ended March 31, 2013 and for the year ended December 31, 2012. The increase in interest expense assumes the issuance of $200.0 million of Gastar USA's 8.625% senior secured notes and the retirement, net of additional capitalized interest, of the existing revolving credit facility with an outstanding balance of $30.0 million occurred on January 1, 2012. |