Exhibit 99.1
PRO FORMA FINANCIAL INFORMATION OF
SNYDER OIL CORPORATION
The unaudited pro forma condensed consolidated financial statements set
forth the financial position of the Company as of March 31, 1996, and the
results of operations for the three months ended March 31, 1996, and the year
ended December 31, 1995, adjusted for certain significant transactions discussed
below. The pro forma financial statements are based upon the assumptions set
forth in the accompanying notes to such statements. The pro forma adjustments
are based upon available information and assumptions that management believes
are reasonable under the circumstances.
The pro forma financial statements comprise historical financial data that
have been retroactively adjusted or combined to reflect the effect of the
transactions discussed below on the historical financial statements of the
Company. The pro forma condensed consolidated balance sheet at March 31, 1996,
and the related pro forma condensed consolidated statement of operations for the
three months then ended and the year ended December 31, 1995, were prepared as
if the transactions were consummated on March 31, 1996, January 1, 1996, and
January 1, 1995, respectively. The pro forma financial statements should be read
in conjunction with the related historical financial statements and are not
necessarily indicative of the results that would have actually occurred had the
transactions been consummated on the dates or for the periods indicated or the
results which may occur in the future.
Pro Forma Divested Interests:
During 1995, the Company sold the majority of its Wattenberg gas
facilities in two separate transactions and sold certain oil and gas properties
in West Texas for a total of approximately $96.3 million. In May 1996, the
Company sold a 45% interest in the Company's Piceance Project for $22 million
and a joint venture to further develop the properties was agreed upon. These
transactions have been reflected in the accompanying unaudited pro forma
condensed consolidated financial statements as "pro forma divested interests."
Pro Forma Acquired Interests:
Between September and December 1995, the Company consummated several
transactions in which 18,220 additional common shares of DelMar Petroleum, Inc.
("DelMar") were acquired (raising the Company's interest from approximately 50%
to 65%) primarily in exchange for the Company's common stock. The Company also
purchased additional interests in oil and gas properties operated by DelMar,
again primarily in exchange for the Company's common stock. In total, the
Company issued 1,083,271 shares of common stock at an average price of $12.03
per share. These transactions have been reflected in the accompanying unaudited
pro forma condensed consolidated financial statements as "pro forma acquired
interests."
Pro Forma GOG Acquisition:
On May 2, 1996, SOCO consolidated (the "Merger") its Wattenberg operations
with Gerrity Oil & Gas Corporation ("GOG"). As a result, SOCO will own 70% of
the common stock and the former GOG shareholders will own 30% of the common
stock of a new public company which will be known as Patina Oil & Gas
Corporation. The Merger will be accounted for by the Company as a purchase of
GOG. The Merger has been reflected in the accompanying unaudited pro forma
condensed consolidated financial statements as "pro forma GOG acquisition."
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1996
(In thousands)
Pro Forma Pro Forma GOG Acquisition
Divested Interests ---------------------------------------
------------------------ GOG
Historical Adjustments Combined(1) Historical Adjustments Combined(2)
---------- ----------- ----------- ---------- ----------- -----------
ASSETS
Current assets $ 87,924 $ $ 87,924 $ 15,308 $ 103,232
Investments 34,119 34,119 - 34,119
Oil and gas properties, net 431,285 (17,400)(a) 413,885 293,630 (64,417)(b) 623,033
(20,065)(d)
Gas processing and transportation
facilities, net 18,362 (2,800)(a) 15,562 - 15,562
Other assets, net - - 6,480 (730)(b) 5,750
---------- ---------- ----------- ----------
$ 571,690 $ 551,490 $ 315,418 $ 781,696
========== ========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 78,707 $ 78,707 $ 18,689 (7,604)(c) $ 89,792
Long-term debt 240,161 (22,000)(a) 218,161 117,500 15,884 (b) 359,149
7,604 (c)
Other noncurrent liabilities 13,947 13,947 19,058 (9,465)(b) 23,540
Minority interest 3,951 3,951 - 88,605 (b) 92,556
Stockholders' equity
Preferred stock, $.01 par value 10 10 4 (4)(b) 10
Common stock, $.01 par value 316 316 138 (138)(b) 316
Capital in excess of par value 264,645 264,645 160,524 (160,524)(b) 264,645
Retained earnings (deficit) (28,777) 1,800 (a) (26,977) (495) 495 (b) (47,042)
(20,065)(d)
Common stock held in treasury (2,715) (2,715) - (2,715)
Foreign currency translation adjustment 1,212 1,212 - 1,212
Unrealized gain (loss) on investments 233 233 - 233
---------- ---------- ---------- ----------
Total stockholders' equity 234,924 236,724 160,171 216,659
---------- ---------- ---------- ----------
$ 571,690 $ 551,490 $ 315,418 $ 781,696
========== ========== ========== ==========
<FN>
(1) Combined represents historical plus pro forma divested interests.
(2) Combined represents historical plus pro forma divested interests plus pro forma GOG acquisition.
The accompanying notes are an integral part of these statements.
</FN>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1996
(In thousands except per share data)
Pro Forma GOG Acquisition
Pro Forma Divested Interests ------------------------------------
---------------------------- GOG
Historical Adjustments Combined(1) Historical Adjustments Combined(2)
---------- ----------- ----------- ---------- ----------- -----------
Revenues
Oil and gas sales $ 36,122 $ (529)(e) $ 35,593 $ 12,154 $ 47,747
Gas processing, transportation
and marketing 4,451 (129)(e) 4,322 - 4,322
Gains on sales of properties (20) (20) - (20)
Other 1,166 1,166 313 1,479
--------- --------- --------- ---------
41,719 41,061 12,467 53,528
--------- --------- --------- ---------
Expenses
Direct operating 10,759 (197)(e) 10,562 2,030 (125)(i) 12,861
394 (j)
Cost of gas and transportation 3,696 (52)(e) 3,644 - 3,644
Exploration 514 514 59 573
General and administrative 3,868 3,868 1,678 (964)(i) 4,188
(394)(j)
Interest and other 4,293 (358)(e) 3,935 3,408 (166)(k) 7,177
Litigation settlement - - - -
Depletion, depreciation
and amortization 16,771 (407)(f) 16,364 6,677 (1,123)(f) 21,918
--------- --------- --------- ---------
39,901 38,887 13,852 50,361
--------- --------- --------- ---------
Income (loss) before taxes and
minority interest 1,818 2,174 (1,385) 3,167
Provision for (benefit from)
income taxes (310) (310) (470) 423 (l) (357)
Minority interest (351) (351) - (573)(m) (924)
--------- --------- --------- ---------
Net income (loss) 1,777 2,133 (915) 2,600
Dividends on preferred stock 1,553 1,553 1,139 (1,139)(m) 1,553
--------- --------- --------- ---------
Net income (loss) applicable
to common shares $ 224 $ 580 $ (2,054) $ 1,047
========= ========= ========= =========
Net income per common
share $ .01 $ .02 $ .03
=========== ========== =========
Weighted average shares
outstanding 31,302 31,302 31,302
=========== ========== =========
<FN>
(1) Combined represents historical plus pro forma divested interests.
(2) Combined represents historical plus pro forma divested interests plus pro forma GOG acquisition.
The accompanying notes are an integral part of these statements.
</FN>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
(In thousands except per share data)
Pro Forma Pro Forma Pro Forma GOG Acquisition
Divested Interests Acquired Interests ------------------------------------
------------------------ ------------------------ GOG
Historical Adjustments Combined(1) Adjustments Combined(2) Historical Adjustments Combined(3)
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Revenues
Oil and gas sales $ 144,608 $ (6,449)(e) $ 138,159 $ 4,258(g) $ 142,417 $ 51,513 $ 193,930
Gas processing, transportation
and marketing 38,256 (23,463)(e) 14,793 14,793 - 14,793
Gains on sales of properties 12,254 (8,730)(e) 3,524 3,524 - 3,524
Other 7,042 7,042 7,042 2,347 9,389
--------- --------- --------- --------- ---------
202,160 163,518 167,776 53,860 221,636
--------- --------- --------- --------- ---------
Expenses
Direct operating 52,486 (3,528)(e) 48,958 903(g) 49,861 8,366 (500)(i) 59,302
1,575 (j)
Cost of gas and transportation 29,374 19,514)(e) 9,860 9,860 - 9,860
Exploration 8,033 (265)(e) 7,768 7,768 285 8,053
General and administrative 17,680 (1,622)(e) 16,058 16,058 7,731 (4,705)(i) 17,509
(1,575)(j)
Interest and other 27,001 (6,321)(e) 20,680 20,680 15,333 (1,877)(k) 34,136
Litigation settlement 4,400 4,400 4,400 - 4,400
Depletion, depreciation
and amortization 103,790 (8,880)(f) 94,910 1,975(g) 96,885 30,333 (7,054)(f) 120,164
--------- --------- --------- -------- ---------
242,764 202,634 205,512 62,048 253,424
--------- --------- --------- -------- ---------
Income (loss) before taxes and
minority interest (40,604) (39,116) (37,736) (8,188) (31,788)
Provision for (benefit from)
income taxes (1,345) (1,345) (1,345) (215) 879 (l) (681)
Minority interest (572) (572) 125(h) (447) - (2,763)(m) (3,210)
--------- --------- --------- -------- ---------
Net income (loss) (39,831) (38,343) (36,838) (7,973) (34,317)
Dividends on preferred stock 6,210 6,210 6,210 4,554 (4,554)(m) 6,210
--------- --------- --------- -------- ---------
Net income (loss) applicable
to common shares $ (46,041) $ (44,553) $ (43,048) $ (12,527) $ (40,527)
========= ========= ========= ========= =========
Net income (loss) per
common share $ (1.53) $ (1.48) $ (1.38) $ (1.30)
========= ========= ========= =========
Weighted average shares
outstanding 30,186 30,186 31,269 31,269
========= ========= ========= =========
<FN>
(1) Combined represents historical plus pro forma divested interests.
(2) Combined represents historical plus pro forma divested interests plus pro forma acquired interests.
(3) Combined represents historical plus pro forma divested interests plus pro forma acquired interests
plus pro forma GOG acquisition.
The accompanying notes are an integral part of these statements.
</FN>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma consolidated financial statements reflect the
adjustments described below:
BALANCE SHEET
(a) To reflect the sale of a 45% interest in the Company's Piceance Project
with proceeds being used to reduce long-term debt.
(b) To reflect the acquisition of GOG, including the elimination of GOG's
capital stock and retained earnings and the recognition of minority
interests.
(c) To reflect the refinancing of certain current liabilities under Patina's
bank credit facility.
(d) To reflect the excess of fair market value received over the historical
value of minority interest sold of approximately $4.7 million and related
non-cash tax effects of approximately $24.8 million recognized as a result
of the Merger.
STATEMENTS OF OPERATIONS
Certain items have been excluded in the accompanying pro forma condensed
consolidated statements of operations due to their non-recurring nature. These
items are adjustments to reflect the excess of fair market value received over
the historical value of minority interest sold of approximately $4.7 million and
related non-cash tax effects of approximately $24.8 million recognized as a
result of the Merger.
(e) To reflect the revenue and expense items attributable to the divested
interests.
(f) To adjust depletion, depreciation and amortization to the amount which
would have been provided.
(g) To reflect the revenue, direct operating expenses and depletion,
depreciation and amortization attributable to the acquired interest.
(h) To reflect the earnings attributable to the purchase of additional common
shares of a consolidated subsidiary.
(i) To reflect the reduction in direct operating and general and administrative
expenses that result from the elimination of redundant personnel, lease
space and other corporate services.
(j) To conform the financial statement presentation by GOG of various overhead
charges and recoveries on a basis consistent with that of SOCO.
(k) To adjust interest expense to reflect the refinancing or payment of $33.3
million of GOG's 11.75% Senior Subordinated Notes and certain other
obligations. Under the terms of GOG's Senior Subordinated Notes, GOG is
obligated to purchase any Notes put to GOG at a price of 101% of the
principal amount thereof upon certain asset sales or dispositions. For each
$10 million change in the amount of Notes refinanced, pro forma interest
expense and income from continuing operations would change by $119,000 and
$77,000 for the three months ended March 31, 1996 and by $475,000 and
$308,000 for the year ended December 31, 1995, respectively.
(l) To record the estimated consolidated provision for income taxes to reflect
the anticipated effective income tax rates of both the Company and its
subsidiary which will be consolidated for financial reporting purposes but
not for tax purposes.
(m) To reflect minority interests of Patina's (formerly GOG's) minority
shareholders.