EX-99.2 4 dex992.htm PRO FORMA FINANCIAL INFORMATION Pro forma financial information

Exhibit 99.2

CABOT OIL & GAS CORPORATION

PRO FORMA FINANCIAL INFORMATION (Unaudited)

East Texas Property Acquisition

On August 15, 2008, Cabot Oil & Gas Corporation (the “Company”) completed the acquisition of East Texas Properties from Enduring Resources, LLC, Mustang Drilling, Inc. and Minden Gathering Services, LLC (the “Sellers”). Total net cash consideration paid by the Company in the transaction was approximately $603.7 million, which reflects the total gross purchase price of $604.4 million adjusted by $0.7 million comprised of a $1.7 million decrease for the impact of purchase price adjustments, including adjustments based on each party’s share of production proceeds received, expenses paid and capital costs incurred for periods before and after the effective date of the acquisition of May 1, 2008, and a $1.0 million increase for the impact of transaction costs, which were primarily legal and accounting costs. The purchase price is subject to additional post-closing adjustments based on production proceeds received and expenses paid as well as any expenses for title or environmental defects related to the properties that exceed certain deductible amounts.

The producing oil and gas properties located in Panola and Rusk counties, Texas comprise approximately 25,000 gross leasehold acres with a 97% average working interest near the Company’s existing Minden field. Most of the producing properties were operated by the Sellers. In addition, the acquisition includes a natural gas gathering infrastructure of 31 miles of pipeline, 5,400 horsepower of compression and four water disposal wells. The Company estimates that proved reserves included in the acquisition were approximately 182 Bcfe as of August 1, 2008 (allocated mainly to the Cotton Valley formation). As of December 31, 2007, the Sellers had estimated proved developed reserves of approximately 21.9 Bcfe.

The Company funded the acquisition with a combination of the net proceeds from its June 2008 sale of 5,002,500 shares of common stock and the net proceeds from its July 2008 private placement of $425 million aggregate principal amount of senior unsecured fixed rate notes. Additionally, in order to mitigate the exposure to price fluctuations of natural gas and crude oil, the Company entered into 12 contracts for natural gas price swaps and three contracts for crude oil swaps in the second quarter of 2008, which covers production associated with the acquired properties for the second half of 2008 through 2010.

Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma financial statements and related footnotes give effect to the acquisition of properties in east Texas from the Sellers as discussed above. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2008 and the year ended December 31, 2007 combine the Company’s historical condensed consolidated statements of operations with the revenues and direct operating expenses of the properties acquired from the Sellers and includes pro forma adjustments as if the acquisition occurred on January 1, 2007. The unaudited pro forma condensed combined balance sheet at June 30, 2008 combines the Company’s historical condensed consolidated balance sheet with pro forma adjustments as if the acquisition occurred on June 30, 2008.

The unaudited pro forma adjustments are based upon currently available information and certain assumptions that the Company believes to be reasonable under the circumstances. Pursuant to the Securities and Exchange Commission’s Article 11 of
Regulation S-X, pro forma adjustments include the effects of events that are directly attributable to the acquisition and are factually supportable. As actual adjustments may differ from pro forma adjustments, the unaudited pro forma combined financial information has been prepared for informational purposes only. It is not intended to be indicative of the Company’s results of operations or financial position that might have been achieved had the acquisition been completed as of the dates presented, or the Company’s future results of operations or financial position.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

 

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CABOT OIL & GAS CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET (Unaudited)

JUNE 30, 2008

 

(In thousands, except share amounts)

   Cabot
Historical
    Pro Forma
Adjustments
(Note 2)
        Pro
Forma
Combined
 

ASSETS

        

Current Assets

        

Cash and Cash Equivalents

   $ 136,331     $ (120,582 )   (a)   $ 15,749  

Accounts Receivable, Net

     162,680           162,680  

Income Taxes Receivable

     629           629  

Inventories

     19,702           19,702  

Deferred Income Taxes

     104,791           104,791  

Other Current Assets

     12,625           12,625  
                          

Total Current Assets

     436,758       (120,582 )       316,176  

Properties and Equipment, Net (Successful Efforts Method)

     2,185,496       543,876     (b)     2,729,372  

Deferred Income Taxes

     78,586           78,586  

Other Assets

     17,592       2,166     (c)     19,758  
                          
   $ 2,718,432     $ 425,460       $ 3,143,892  
                          

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current Liabilities

        

Accounts Payable

   $ 196,150     $         $ 196,150  

Current Portion of Long-Term Debt

     20,000           20,000  

Deferred Income Taxes

     1,264           1,264  

Income Taxes Payable

     503           503  

Derivative Contracts

     213,295           213,295  

Accrued Liabilities

     44,042           44,042  
                          

Total Current Liabilities

     475,254       —           475,254  

Long-Term Liability for Pension and Postretirement Benefits

     29,711           29,711  

Long-Term Debt

     245,000       425,000     (d)     670,000  

Derivative Contracts

     69,476           69,476  

Deferred Income Taxes

     542,214           542,214  

Other Liabilities

     57,472       460     (b)     57,932  

Commitments and Contingencies

        

Stockholders’ Equity

        

Common Stock:

        

Authorized—120,000,000 Shares of $0.10 Par Value 103,543,760 Shares Issued and Outstanding

     10,354           10,354  

Additional Paid-in Capital

     657,830           657,830  

Retained Earnings

     817,072           817,072  

Accumulated Other Comprehensive Loss

     (182,602 )         (182,602 )

Less: Treasury Stock, at Cost—202,200 Shares

     (3,349 )         (3,349 )
                          

Total Stockholders’ Equity

     1,299,305       —           1,299,305  
                          
   $ 2,718,432     $ 425,460       $ 3,143,892  
                          

See accompanying Notes to Pro Forma Condensed Combined Financial Statements

 

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CABOT OIL & GAS CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (Unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2008

 

(In thousands, except per share amounts)

   Cabot
Historical
   East Texas
Properties
Historical
   Pro Forma
Adjustments
(Note 3)
          Pro Forma

OPERATING REVENUES

            

Natural Gas Production

   $ 369,248    $ 44,577    $         $ 413,825

Brokered Natural Gas

     62,808             62,808

Crude Oil and Condensate

     35,087      6,670          41,757

Other

     1,362      294          1,656
                              
     468,505      51,541      —           520,046

OPERATING EXPENSES

            

Brokered Natural Gas Cost

     54,430             54,430

Direct Operations—Field and Pipeline

     40,127      2,440      917     (a )     43,484

Gathering

     —        917      (917 )   (a )     —  

Exploration

     12,351             12,351

Depreciation, Depletion and Amortization

     83,998         18,177     (b )     102,175

Impairment of Unproved Properties

     10,670         5,292     (c )     15,962

General and Administrative

     61,050             61,050

Taxes Other Than Income

     36,122      2,215          38,337
                              
     298,748      5,572      23,469         327,789

Gain on Sale of Assets

     401             401
                              

INCOME FROM OPERATIONS

     170,158      45,969      (23,469 )       192,658

Interest Expense and Other

     12,198         13,932     (d )     26,130
                              

Income Before Income Taxes

     157,960      45,969      (37,401 )       166,528

Income Tax Expense

     57,360         4,422     (e )     61,782
                              

NET INCOME

   $ 100,600    $ 45,969    $ (41,823 )     $ 104,746
                              

Basic Earnings Per Share

   $ 1.03           $ 1.02

Diluted Earnings Per Share

   $ 1.02           $ 1.01

Weighted Average Common Shares Outstanding

     98,092         4,837     (f )     102,929

Diluted Common Shares

     98,964         4,837     (f )     103,801

See accompanying Notes to Pro Forma Condensed Combined Financial Statements

 

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CABOT OIL & GAS CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (Unaudited)

FOR THE YEAR ENDED DECEMBER 31, 2007

 

(In thousands, except per share amounts)

   Cabot
Historical
   East Texas
Properties
Historical
   Pro Forma
Adjustments
(Note 3)
        Pro Forma

OPERATING REVENUES

            

Natural Gas Production

   $ 581,640    $ 11,743    $         $ 593,383

Brokered Natural Gas

     93,215             93,215

Crude Oil and Condensate

     55,243      2,082          57,325

Other

     2,072      94          2,166
                              
     732,170      13,919      —           746,089

OPERATING EXPENSES

            

Brokered Natural Gas Cost

     81,819             81,819

Direct Operations - Field and Pipeline

     77,170      1,079      528     (a)     78,777

Gathering

     —        528      (528 )   (a)     —  

Exploration

     39,772             39,772

Depreciation, Depletion and Amortization

     143,951         14,878     (b)     158,829

Impairment of Unproved Properties

     19,042         10,584     (c)     29,626

Impairment of Oil & Gas Properties

     4,614             4,614

General and Administrative

     50,775             50,775

Taxes Other Than Income

     53,782      313          54,095
                              
     470,925      1,920      25,462         498,307

Gain on Sale of Assets

     13,448             13,448
                              

INCOME FROM OPERATIONS

     274,693      11,999      (25,462 )       261,230

Interest Expense and Other

     17,161         27,865     (d)     45,026
                              

Income Before Income Taxes

     257,532      11,999      (53,327 )       216,204

Income Tax Expense

     90,109         (9,897 )   (e)     80,212
                              

NET INCOME

   $ 167,423    $ 11,999    $ (43,430 )     $ 135,992
                              

Basic Earnings Per Share

   $ 1.73           $ 1.33

Diluted Earnings Per Share

   $ 1.71           $ 1.32

Weighted Average Common Shares Outstanding

     96,978         5,003     (f)     101,981

Diluted Common Shares

     98,130         5,003     (f)     103,133

See accompanying Notes to Pro Forma Condensed Combined Financial Statements

 

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CABOT OIL & GAS CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited)

 

1. FINANCIAL STATEMENT PRESENTATION

The unaudited pro forma condensed combined balance sheet as of June 30, 2008 was based on the unaudited balance sheet of the Company as of June 30, 2008 combined with pro forma adjustments to give effect to the east Texas acquisition as if it occurred on June 30, 2008.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2008 and the year ended December 31, 2007 were based on the unaudited statement of operations of the Company for the six months ended June 30, 2008 and the audited statement of operations of the Company for the year ended December 31, 2007, the unaudited statement of combined revenues and direct operating expenses of the East Texas Properties for the six months ended June 30, 2008 and the audited statement of combined revenues and direct operating expenses of the East Texas Properties for the year ended December 31, 2007, together with pro forma adjustments to give effect to the acquisition as if it occurred on January 1, 2007.

These unaudited pro forma condensed combined financial statements are provided for illustrative purposes and do not purport to represent what the Company’s results of operations or financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition. These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

 

2. ADJUSTMENTS TO PRO FORMA CONDENSED COMBINED BALANCE SHEET

 

  (a) Adjustment to cash reflects the following:

 

(In thousands)

      

Cash proceeds from the July 2008 private placement of senior unsecured fixed-rate notes (1)

   $ 425,000  

Debt issuance costs

     (2,166 )
        

Total cash proceeds received

   $ 422,834  
        

Original purchase price of assets

   $ 604,421  

Purchase price adjustments (2)

     (1,674 )

Transaction costs

     948  
        

Total cash purchase price

     603,695  

Less: Cash deposit paid in June 2008

     (60,279 )
        

Total cash purchase price of assets (less deposit paid)

   $ 543,416  
        

Total pro forma cash adjustments

   $ (120,582 )
        
(1) Comprised of $245 million of 6.44% Notes due in July 2018, $100 million of 6.54% Notes due in July 2020 and $80 million of 6.69% Notes due in July 2023.   
(2) Includes adjustments based on each party’s share of production proceeds received, expenses paid and capital costs incurred for periods before and after the effective date of the acquisition of May 1, 2008.   

 

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  (b) Adjustment to properties and equipment reflects the estimated preliminary purchase price allocation (less cash deposits paid) of the acquisition of the East Texas Properties. The purchase price is subject to additional post-closing adjustments based on production proceeds received and expenses paid as well as any expenses for title or environmental defects related to the properties that exceed certain deductible amounts.

 

(In thousands)

      

Proved Oil and Gas Properties (1)

   $ 528,444  

Unproved Oil and Gas Properties

     52,897  

Gathering and Pipeline Systems

     22,814  
        

Total Assets Acquired

     604,155  

Less:

  

Cash deposit paid in June 2008

     (60,279 )
        

Total Pro forma adjustment to Properties & Equipment

     543,876  

Less:

  

Asset Retirement Obligations

     (460 )
        
   $ 543,416  
        
(1) Proved oil and gas properties were determined by analysis of reserves.   

 

  (c) Adjustment for debt issuance costs of $2.1 million to reflect the costs paid in conjunction with the private placement issuance.

 

  (d) Adjustment to record the July 2008 private placement of $425 million aggregate principal amount of senior unsecured fixed-rate notes, comprised of $245 million of 6.44% Notes due in July 2018, $100 million of 6.54% Notes due in July 2020 and $80 million of 6.69% Notes due in July 2023.

 

3. ADJUSTMENTS TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND THE YEAR ENDED DECEMBER 31, 2007

 

  (a) Adjustment to conform to the Company’s presentation of gathering charges. The Company combines gathering charges with Direct Operations-Field and Pipeline expenses. In the East Texas Properties Statement of Combined Revenues and Direct Operating Expenses, these charges are shown as a separate expense component of Operating Expenses.

 

  (b) Adjustment to record incremental depreciation, depletion and amortization (DD&A) expense as well as accretion expense recorded in accordance with the successful efforts method of accounting for oil and gas activities based on the purchase price allocation to depreciable and depletable assets. To calculate pro forma DD&A, the unit-of-production method was utilized based on oil and gas property costs, reserve volumes and future development and abandonment costs after taking into account the effect of the acquisition. Accretion of asset retirement obligation on the East Texas Properties acquired was calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 143 in a manner consistent with the Company’s historical treatment of these costs.

 

  (c) Adjustment to record incremental undeveloped leasehold amortization. A portion of the costs attributable to unproved properties are subject to amortization based on past experience and average property lives. Average property lives are determined on a regional basis and based on the estimated life of unproved property leasehold rights. The average property life used for this calculation was 5 years.

 

  (d)

Adjustment for additional interest expense of approximately $13.8 million and $27.7 million for the six months ended June 30, 2008 and the year ended December 31, 2007, respectively, related to the east Texas property acquisition. Assumes interest at a weighted-average interest rate of 6.51% for the $425 million private placement of senior unsecured fixed-rate notes as if these notes were outstanding as of January 1, 2007. Also, records amortization of debt issuance costs for the

 

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notes discussed above of $0.1 million for the six months ended June 30, 2008 and $0.2 million for the year ended December 31, 2007.

 

  (e) Adjustment to record an income tax provision on the pro forma pre-tax income based on the Company’s estimated statutory tax rate approximating 37.1% at both June 30, 2008 and December 31, 2007.

 

  (f) Adjustment for the equity offering of 5,002,500 shares of common stock as if this offering had occurred on January 1, 2007 rather than in June 2008.

CABOT OIL & GAS CORPORATION

PRO FORMA SUPPLEMENTAL OIL AND GAS INFORMATION (Unaudited)

Oil and Gas Reserves

The following table contains certain disclosures regarding the Company’s historical proved oil and gas reserves at December 31, 2007, giving effect to the east Texas property acquisition as if it had occurred on January 1, 2007. These disclosures were based on estimates prepared by the Company’s engineers and from information provided by the Sellers. The estimates were computed based on year-end prices for oil, natural gas, and natural gas liquids. The following estimates of proved oil and gas reserves, both developed and undeveloped, represent interests in the East Texas Properties acquired by the Company from Sellers as described above, and are solely located within the United States.

Proved reserves represent estimated quantities of natural gas, crude oil and condensate that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions in effect when the estimates were made. Proved developed reserves are proved reserves expected to be recovered through wells and equipment in place and under operating methods used when the estimates were made. Proved undeveloped reserves are reserves that are expected to be recovered through new wells on undrilled acreage, or through existing wells that require relatively major expenditures for completion.

Users of this information should be aware that the process of estimating quantities of “proved” and “proved developed” natural gas and crude oil reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various reservoirs make these estimates generally less precise than other estimates included in the financial statement disclosures.

 

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     Cabot Historical     East Texas Properties
Historical
    Pro Forma  
     Natural Gas     Oil & Liquids     Natural Gas     Oil & Liquids     Natural Gas     Oil & Liquids  
     Mmcf     Mbbl     Mmcf     Mbbl     Mmcf     Mbbl  

Proved Reserves

            

January 1, 2007

   1,368,293     7,973     42,267     849     1,410,560     8,822  

Revisions of Prior Estimates

   2,604     771     (13,506 )   (400 )   (10,902 )   371  

Extensions, Discoveries and Other Additions

   265,830     1,381     106,399     878     372,229     2,259  

Production

   (80,475 )   (830 )   (1,683 )   (26 )   (82,158 )   (856 )

Purchases of Reserves in Place

   3,701     33     —       —       3,701     33  

Sales of Reserves in Place

   —       —       —       —       —       —    
                                    

December 31, 2007

   1,559,953     9,328     133,477     1,301     1,693,430     10,629  
                                    

Proved Developed Reserves

   1,133,937     7,026     21,344     100     1,155,281     7,126  
                                    

Proved Undeveloped Reserves

   426,016     2,302     112,133     1,201     538,149     3,503  
                                    

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

The following table contains pro forma supplemental oil and gas disclosures regarding the Company’s discounted future net cash flows from proved oil and gas properties at December 31, 2007, giving effect to the east Texas property acquisition as if it had occurred on January 1, 2007. The following information has been developed utilizing procedures under SFAS No. 69, “Disclosures about Oil and Gas Producing Activities,” and based on natural gas and crude oil reserve and production volumes estimated by the Company’s engineering staff and information provided by the Sellers to the Company regarding the East Texas Properties. The information in the following tables may not represent realistic assessments of future cash flows, nor does it intend to represent the fair market value of the Company or the East Texas Properties. This information is intended to present a standardized disclosure concerning possible future net cash flows that would result using the assumptions discussed below.

The Company believes that the following factors should be taken into account when reviewing the following information:

 

   

Future costs and selling prices will probably differ from those required to be used in these calculations.

   

Due to future market conditions and governmental regulations, actual rates of production in future years may vary significantly from the rate of production assumed in the calculations.

   

Selection of a 10% discount rate is arbitrary and may not be a reasonable measure of the relative risk that is part of realizing future net oil and gas revenues.

   

Future net revenues may be subject to different rates of income taxation.

Future cash inflows were estimated by applying year end oil and gas prices to the estimated future production of year end proved reserves. Future cash inflows were reduced by estimated future development and production costs based on year end costs to arrive at net cash flow before tax.

 

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Standardized Measure is as follows:

 

(In thousands)

   Cabot
Historical
    East Texas
Properties
Historical
    Pro Forma
Adjustments (1)
    Pro Forma  

Future Cash Inflows

   $ 11,671,078     $ 1,007,401     $ —       $ 12,678,479  

Future Production Costs

     (2,690,695 )     (198,361 )     —         (2,889,056 )

Future Development Costs

     (909,374 )     (204,978 )     —         (1,114,352 )

Future Income Tax Expense

     (2,684,271 )     —         (394 )     (2,684,665 )
                                

Future Net Cash Flows

     5,386,738       604,062       (394 )     5,990,406  

10% Annual Discount for Estimated Timing of Cash Flows

     (3,216,087 )     (379,304 )     31,094       (3,564,297 )
                                

Standardized Measure of Discounted Future Net Cash Flows

   $ 2,170,651     $ 224,758     $ 30,700     $ 2,426,109  
                                
(1) The primary Seller of the East Texas Properties who prepared the prior year reserve study and whose financial statements are included as Exhibit 99.1 are not subject to income taxes. Pro forma income tax expense reflects expense on the combined future net cash flows based on the Company’s estimated effective tax rate, after giving effect to the pro forma transactions.    
Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves  

(In thousands)

   Cabot
Historical
    East Texas
Properties
Historical
    Pro Forma
Adjustments (1)
    Pro Forma  

January 1, 2007

   $ 1,476,250     $ 35,776     $ —       $ 1,512,026  

Discoveries and Extensions, Net of Related Future Costs

     430,918       180,460       —         611,378  

Net Changes in Prices and Production Costs

     864,630       8,502       —         873,132  

Accretion of Discount

     201,023       3,578       —         204,601  

Production, Timing and Other

     (122,908 )     (28,341 )     —         (151,249 )

Development Costs Incurred

     136,781       37,216       —         173,997  

Sales and Transfers, Net of Production Costs

     (521,558 )     (12,433 )     —         (533,991 )

Net Purchases / (Sales) of Reserves in Place

     8,548       —         —         8,548  

Net Change in Income Taxes

     (303,033 )     —         30,700       (272,333 )
                                

December 31, 2007

   $ 2,170,651     $ 224,758     $ 30,700     $ 2,426,109  
                                
(1) The primary Seller of the East Texas Properties who prepared the prior year reserve study and whose financial statements are included as Exhibit 99.1 are not subject to income taxes. Pro forma income tax expense reflects expense on the combined future net cash flows based on the Company’s estimated effective tax rate, after giving effect to the pro forma transactions.    

 

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