Exhibit 99.1
Bill Barrett Corporation
Unaudited Pro Forma Condensed Consolidated Financial Information
On November 20, 2017, Bill Barrett Corporation (the “Company”) entered into an agreement with an unaffiliated third party to sell its remainingnon-core assets located in the Uinta Basin (the “Assets”) under the Purchase and Sale Agreement between the Company and the unaffiliated third party dated November 20, 2017 (the “Agreement”) for cash proceeds of $110.0 million. The transaction is expected to close on or before December 31, 2017. Total cash consideration at time of closing is estimated at $103.0 million.
The following unaudited pro forma condensed consolidated balance sheet information as of September 30, 2017 is based on the historical financial statements of the Company, including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of the sale of the Assets on November 20, 2017 as if the sale had occurred on September 30, 2017.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016 are based on the historical financial statements of the Company, including certain pro forma adjustments, and assume that the sale of the Assets occurred on January 1, 2016.
The unaudited pro forma condensed consolidated financial information has been prepared based upon available information and management estimates. Actual amounts may differ from these estimated amounts. In preparing the pro forma information, the Company eliminated all revenues and expenses related to the Assets, but did not adjust commodity hedging activity. The unaudited pro forma condensed consolidated financial information is for informational purposes only and is not intended to represent or be indicative of the results of operations or financial position of the Company and should not be taken as indicative of the Company’s future results of operations or financial position. Actual results may differ significantly from those reflected in the unaudited pro forma condensed consolidated financial information for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed consolidated financial information and actual results. The pro forma adjustments are described in Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the financial statements and notes and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report onForm 10-Q for the quarterly period ended September 30, 2017 and the Company’s Annual Report onForm 10-K for the year ended December 31, 2016.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
The accompanying unaudited pro forma condensed consolidated financial statements give effect to pro forma adjustments to reflect the sale of the Assets as if the sale had occurred on January 1, 2016 in the pro forma statements of operations for the nine months ended September 30, 2017 and for the year ended December 31, 2016 and as if the sale had occurred on September 30, 2017 in the pro forma condensed consolidated balance sheet.
The unaudited pro forma condensed consolidated statements of operations and condensed consolidated balance sheet reflect the effect of the following pro forma adjustments:
| | (a) | Cash proceeds from the sale of the Assets is estimated at $103.0 million at closing. |
| | (b) | The sale of the Assets as if the sale had occurred on September 30, 2017. The Company classified the related assets and liabilities as held for sale as of September 30, 2017. See table below for detailed information: |
| | | | |
| | | As of
September 30,
2017 | |
| | | (in thousands) | |
Assets | | | | |
Proved oil and gas properties | | $ | 410,660 | |
Unproved oil and gas properties, excluded from amortization | | | 388 | |
Furniture, equipment and other | | | 1,567 | |
Accumulated depreciation, depletion, amortization and impairment | | | (267,062 | ) |
| | | | |
Total assets held for sale | | | 145,553 | |
Liabilities | | | | |
Asset retirement obligation held for sale | | | 4,856 | |
| | | | |
Total liabilities associated with assets held for sale | | | 4,856 | |
| | | | |
Net assets | | $ | 140,697 | |
| | | | |
| | (c) | The effect on stockholders’ equity as a result of adjustments (a) and (b). |
| | (d) | Elimination of sales of oil, natural gas and NGL related revenues directly related to the Assets for the nine months ended September 30, 2017 and for the year ended December 31, 2016. The production volumes eliminated through this pro forma adjustment were 526 MBbls of oil, 262 MMcf of natural gas and 9 MBbls of NGLs for the nine months ended September 30, 2017 and 692 MBbls of oil, 489 MMcf of natural gas and 19 MBbls of NGLs for the year ended December 31, 2016. |
| | (e) | Elimination of direct other operating revenues related to the Assets for the nine months ended September 30, 2017 and for the year ended December 31, 2016. |
| | (f) | Elimination of direct operating expenses related to the Assets for the nine months ended September 30, 2017 and for the year ended December 31, 2016. |
BILL BARRETT CORPORATION
Unaudited Pro Forma Condensed Consolidated Balance Sheet
September 30, 2017
| | | | | | | | | | | | |
| | | Bill Barrett
Historical | | | Pro Forma
Adjustments | | | Unaudited
Pro Forma
Balance
Sheet | |
| | | (in thousands) | |
Assets: | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 155,885 | | | $ | 103,000 | (a) | | $ | 258,885 | |
Accounts receivable, net of allowance for doubtful accounts | | | 42,089 | | | | — | | | | 42,089 | |
Derivative assets | | | 5,782 | | | | — | | | | 5,782 | |
Assets held for sale, net of depreciation, depletion, amortization and impairment | | | 145,553 | | | | (145,553 | )(b) | | | — | |
Prepayments and other current assets | | | 2,209 | | | | — | | | | 2,209 | |
| | | | | | | | | | | | |
Total current assets | | | 351,518 | | | | (42,553 | ) | | | 308,965 | |
Property and equipment — At cost, successful efforts method for oil and gas properties: | | | | | | | | | | | | |
Proved oil and gas properties | | | 1,292,786 | | | | — | | | | 1,292,786 | |
Unproved oil and gas properties, excluded from amortization | | | 70,535 | | | | — | | | | 70,535 | |
Furniture, equipment and other | | | 17,217 | | | | — | | | | 17,217 | |
| | | | | | | | | | | | |
| | | 1,380,538 | | | | — | | | | 1,380,538 | |
Accumulated depreciation, depletion, amortization and impairment | | | (404,693 | ) | | | — | | | | (404,693 | ) |
| | | | | | | | | | | | |
Total property and equipment, net | | | 975,845 | | | | — | | | | 975,845 | |
Deferred financing costs and other noncurrent assets | | | 3,143 | | | | — | | | | 3,143 | |
| | | | | | | | | | | | |
Total | | $ | 1,330,506 | | | $ | (42,553 | ) | | $ | 1,287,953 | |
| | | | | | | | | | | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 85,678 | | | $ | — | | | $ | 85,678 | |
Amounts payable to oil and gas property owners | | | 12,563 | | | | — | | | | 12,563 | |
Production taxes payable | | | 22,805 | | | | — | | | | 22,805 | |
Current portion of long-term debt | | | 465 | | | | — | | | | 465 | |
Liabilities associated with assets held for sale | | | 4,856 | | | | (4,856 | )(b) | | | — | |
| | | | | | | | | | | | |
Total current liabilities | | | 126,367 | | | | (4,856 | ) | | | 121,511 | |
Long-term debt, net of debt issuance costs | | | 668,744 | | | | — | | | | 668,744 | |
Asset retirement obligations | | | 15,771 | | | | — | | | | 15,771 | |
Derivatives and other noncurrent liabilities | | | 4,610 | | | | — | | | | 4,610 | |
Total stockholders’ equity | | | 515,014 | | | | (37,697 | )(c) | | | 477,317 | |
| | | | | | | | | | | | |
Total | | $ | 1,330,506 | | | $ | (42,553 | ) | | $ | 1,287,953 | |
| | | | | | | | | | | | |
BILL BARRETT CORPORATION
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the nine months ended September 30, 2017
| | | | | | | | | | | | |
| | | Bill Barrett
Historical | | | Pro Forma
Adjustments | | | Unaudited
Pro Forma
Statement of
Operations | |
| | | (in thousands, except share and per share
amounts) | |
Operating Revenues: | | | | | | | | | | | | |
Oil, gas and NGL production | | $ | 168,541 | | | $ | (24,221 | )(d) | | $ | 144,320 | |
Other operating revenues | | | 926 | | | | (426 | )(e) | | | 500 | |
| | | | | | | | | | | | |
Total operating revenues | | | 169,467 | | | | (24,647 | ) | | | 144,820 | |
Operating Expenses: | | | | | | | | | | | | |
Lease operating expense | | | 17,287 | | | | (4,235 | )(f) | | | 13,052 | |
Gathering, transportation and processing expense | | | 1,644 | | | | (254 | )(f) | | | 1,390 | |
Production tax expense | | | 9,140 | | | | (792 | )(f) | | | 8,348 | |
Exploration expense | | | 48 | | �� | | (12 | )(f) | | | 36 | |
Impairment, dry hole costs and abandonment expense | | | 8,336 | | | | — | | | | 8,336 | |
(Gain) loss on sale of properties | | | (92 | ) | | | — | | | | (92 | ) |
Depreciation, depletion and amortization | | | 119,409 | | | | (6,421 | )(f) | | | 112,988 | |
Unused commitments | | | 13,687 | | | | — | | | | 13,687 | |
General and administrative expense | | | 30,788 | | | | (161 | )(f) | | | 30,627 | |
Other operating expenses, net | | | (1,610 | ) | | | — | | | | (1,610 | ) |
| | | | | | | | | | | | |
Total operating expenses | | | 198,637 | | | | (11,875 | ) | | | 186,762 | |
| | | | | | | | | | | | |
Operating Income (Loss) | | | (29,170 | ) | | | (12,772 | ) | | | (41,942 | ) |
Other Income and Expense: | | | | | | | | | | | | |
Interest and other income | | | 1,030 | | | | — | | | | 1,030 | |
Interest expense | | | (44,014 | ) | | | — | | | | (44,014 | ) |
Commodity derivative gain (loss) | | | 19,654 | | | | — | | | | 19,654 | |
Gain (loss) on extinguishment of debt | | | (7,904 | ) | | | — | | | | (7,904 | ) |
| | | | | | | | | | | | |
Total other income and expense | | | (31,234 | ) | | | — | | | | (31,234 | ) |
| | | | | | | | | | | | |
Income (Loss) before Income Taxes | | | (60,404 | ) | | | (12,772 | ) | | | (73,176 | ) |
(Provision for) Benefit from Income Taxes | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net Income (Loss) | | $ | (60,404 | ) | | $ | (12,772 | ) | | $ | (73,176 | ) |
| | | | | | | | | | | | |
BILL BARRETT CORPORATION
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the year ended December 31, 2016
| | | | | | | | | | | | |
| | | Bill Barrett
Historical | | | Pro Forma
Adjustments | | | Unaudited
Pro Forma
Statement of
Operations | |
| | | (in thousands, except share and per share
amounts) | |
Operating Revenues: | | | | | | | | | | | | |
Oil, gas and NGL production | | $ | 178,328 | | | $ | (26,052 | )(d) | | $ | 152,276 | |
Other operating revenues | | | 491 | | | | (628 | )(e) | | | (137 | ) |
| | | | | | | | | | | | |
Total operating revenues | | | 178,819 | | | | (26,680 | ) | | | 152,139 | |
Operating Expenses: | | | | | | | | | | | | |
Lease operating expense | | | 27,886 | | | | (7,134 | )(f) | | | 20,752 | |
Gathering, transportation and processing expense | | | 2,365 | | | | (439 | )(f) | | | 1,926 | |
Production tax expense | | | 10,638 | | | | (1,189 | )(f) | | | 9,449 | |
Exploration expense | | | 83 | | | | (9 | )(f) | | | 74 | |
Impairment, dry hole costs and abandonment expense | | | 4,249 | | | | (4 | )(f) | | | 4,245 | |
(Gain) loss on sale of properties | | | 1,078 | | | | — | | | | 1,078 | |
Depreciation, depletion and amortization | | | 171,641 | | | | (9,830 | )(f) | | | 161,811 | |
Unused commitments | | | 18,272 | | | | — | | | | 18,272 | |
General and administrative expense | | | 42,169 | | | | (78 | )(f) | | | 42,091 | |
Other operating expenses, net | | | (316 | ) | | | — | | | | (316 | ) |
| | | | | | | | | | | | |
Total operating expenses | | | 278,065 | | | | (18,683 | ) | | | 259,382 | |
| | | | | | | | | | | | |
Operating Income (Loss) | | | (99,246 | ) | | | (7,997 | ) | | | (107,243 | ) |
Other Income and Expense: | | | | | | | | | | | | |
Interest and other income | | | 235 | | | | — | | | | 235 | |
Interest expense | | | (59,373 | ) | | | — | | | | (59,373 | ) |
Commodity derivative gain (loss) | | | (20,720 | ) | | | — | | | | (20,720 | ) |
Gain (loss) on extinguishment of debt | | | 8,726 | | | | — | | | | 8,726 | |
| | | | | | | | | | | | |
Total other income and expense | | | (71,132 | ) | | | — | | | | (71,132 | ) |
| | | | | | | | | | | | |
Income (Loss) before Income Taxes | | | (170,378 | ) | | | (7,997 | ) | | | (178,375 | ) |
(Provision for) Benefit from Income Taxes | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net Income (Loss) | | $ | (170,378 | ) | | $ | (7,997 | ) | | $ | (178,375 | ) |
| | | | | | | | | | | | |
