EX-99.2 4 ex992chkproforma.htm PRO FORMA Ex99.2 CHK ProForma

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;
Chesapeake Acquisition;
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.


1



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.

2



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.











3



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.














4



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.


5



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.

















6



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

 

 

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.



















7




1.
Pro Forma Adjustments

(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.
(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.
(c)
To record the additional deferred financing costs of $2.5 million for the senior secured notes at March 31, 2013.
(d)
To record the application of the $7.4 million deposit previously paid for the Chesapeake Acquisition at March 31, 2013.
(e)
To record the payment of the litigation liability at March 31, 2013 as a result of the settlement agreement with Chesapeake.
(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.
(g)
To record additional asset retirement obligation liability for the properties acquired at March 31, 2013 for the Chesapeake Assets.
(h)
To record the repurchase of 6,781,678 common shares of GastarExploration Ltd. held by Chesapeake completed on June 7, 2013.
(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.
(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.
(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.
(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.
(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.
(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.



8