EX-99.1 3 exhibit991unauditedproform.htm EXHIBIT 99.1 UNAUDITED PRO FORMA CONSOLIDTED FINANCIAL STATEMENTS OF THE COMPANY Exhibit
Exhibit 99.1

UNIT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION

On April 3, 2018, the Company completed the sale (the "Sale") of 50% of the ownership interests in Superior to SP Investor Holdings, LLC, a holding company jointly owned by OPTrust and funds managed and/or advised by Partners Group, a global private markets investment manager ("Purchaser"), for cash consideration of $300 million. The Sale closed under the purchase and sale agreement (the "Purchase Agreement") dated March 28, 2018, by and among the Company and Purchaser. Proceeds from the sale will be used to pay down bank debt; accelerate the drilling program of Unit’s upstream subsidiary, Unit Petroleum Company; make additional capital investments in the jointly owned Superior; and for general working capital purposes.

The unaudited pro forma consolidated balance sheet at December 31, 2017 gives effect to the Sale and bank debt reduction as if it had occurred on that date. The unaudited pro forma consolidated income statement for the year ended December 31, 2017 is presented as if the transactions described above had occurred on January 1, 2017. These unaudited pro forma consolidated financial statements are provided for illustrative purposes only and do not purport to represent what the Company’s actual results of operations or financial position would have been if the Sale had occurred on the dates indicated, nor are they necessarily indicative of the Company’s future operating results or financial position.





UNIT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

 
December 31, 2017
 
As Reported
 
Adjustment
 
Pro Forma
 
(In thousands except share and par value amounts)
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
701

 
$
119,392

(1 
) 
$
120,093

Accounts receivable (less allowance for doubtful accounts of $2,450 at December 31, 2017)
111,512

 

 
111,512

Materials and supplies
505

 

 
505

Current derivative asset
721

 

 
721

Prepaid expenses and other
6,233

 

 
6,233

Total current assets
119,672

 
119,392

 
239,064

Property and equipment:
 
 
 
 
 
Oil and natural gas properties, on the full cost method:
 
 
 
 
 
Proved properties
5,712,813

 

 
5,712,813

Unproved properties not being amortized
296,764

 

 
296,764

Drilling equipment
1,593,611

 

 
1,593,611

Gas gathering and processing equipment
726,236

 

 
726,236

Saltwater disposal systems
62,618

 

 
62,618

Corporate land and building
59,080

 

 
59,080

Transportation equipment
29,631

 

 
29,631

Other
53,439

 

 
53,439

 
8,534,192

 

 
8,534,192

Less accumulated depreciation, depletion, and amortization
6,151,450

 

 
6,151,450

Net property and equipment
2,382,742

 

 
2,382,742

Goodwill
62,808

 

 
62,808

Other assets
16,230

 

 
16,230

Total assets
$
2,581,452

 
$
119,392

 
$
2,700,844







UNIT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET - (Continued)

 
December 31, 2017
 
As Reported
 
Adjustment
 
Pro Forma
 
(In thousands except share and par value amounts)
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
112,648

 
$

 
$
112,648

Accrued liabilities
48,523

 

 
48,523

Current derivative liabilities
7,763

 

 
7,763

Current portion of other long-term liabilities
13,002

 

 
13,002

Total current liabilities
181,936

 

 
181,936

Long-term debt less unamortized discount and debt issuance costs
820,276

 
(178,000
)
(1 
) 
642,276

Other long-term liabilities
100,203

 

 
100,203

Deferred income taxes
133,477

 
23,702

(2 
) 
157,179

Shareholders’ equity:
 
 
 
 
 
Preferred stock, $1.00 par value, 5,000,000 shares authorized, none issued

 

 

Common stock, $0.20 par value, 175,000,000 shares authorized, 52,880,134 shares issued as of December 31, 2017
10,280

 

 
10,280

Capital in excess of par value
535,815

 
77,592

(3 
) 
613,407

Accumulated other comprehensive income (net of tax of $39 at December 31, 2017)
63

 

 
63

Retained earnings
799,402

 

 
799,402

Non-controlling interest in subsidiary

 
196,098

(4 
) 
196,098

Total shareholders’ equity
1,345,560

 
273,690

 
1,619,250

Total liabilities and shareholders’ equity
$
2,581,452

 
$
119,392

 
$
2,700,844

_________________________
(1)
Represents $300.0 million cash consideration from SP Investor Holdings, LLC for 50% ownership interests in Superior less $2.6 million of transaction costs and $178.0 million of bank debt reduction.
(2)
Represents all tax related effects of the transaction for $23.7 million based on the statutory rate of 24.5%.
(3)
Represents the $300.0 million cash consideration less $2.6 million of transaction costs, $23.7 million of taxes, and $196.1 of the non-controlling interest.
(4)
Represents adjustment to reflect the purchase of the non-controlling interest in Superior by SP Investor Holdings, L.L.C..






UNIT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
 
 
Year Ended December 31, 2017
 
As Reported
 
Adjustment
 
Pro Forma
 
(In thousands except per share amounts)
Revenues:
 
 
 
 
 
Oil and natural gas
$
357,744

 
$

 
$
357,744

Contract drilling
174,720

 

 
174,720

Gas gathering and processing
207,176

 

 
207,176

Total revenues
739,640

 

 
739,640

Expenses:
 
 
 
 
 
Operating costs:
 
 
 
 
 
Oil and natural gas
130,789

 

 
130,789

Contract drilling
122,600

 

 
122,600

Gas gathering and processing
155,483

 
3,000

(1 
) 
158,483

Total operating costs
408,872

 
3,000

 
411,872

 
 
 
 
 
 
Depreciation, depletion, and amortization
209,257

 

 
209,257

General and administrative
38,087

 
(3,000
)
(1 
) 
35,087

Gain on disposition of assets
(327
)
 

 
(327
)
Total expenses
655,889

 

 
655,889

Income from operations
83,751

 

 
83,751

Other income (expense):
 
 
 
 
 
Interest, net
(38,334
)
 
5,444

(2 
) 
(32,890
)
Gain on derivatives
14,732

 

 
14,732

Other
21

 

 
21

Total other income (expense)
(23,581
)
 
5,444

 
(18,137
)
Income before income taxes
60,170

 
5,444

 
65,614

Income tax expense (benefit):
 
 
 
 
 
Current
5

 

 
5

Deferred
(57,683
)
 
(1,003
)
(3 
) 
(58,686
)
Total income taxes
(57,678
)
 
(1,003
)
 
(58,681
)
Net income
117,848

 
6,447

 
124,295

Net income attributable to non-controlling interest in subsidiary

 
(4,093
)
(4 
) 
(4,093
)
Net income attributable to Unit Corporation
$
117,848

 
$
2,354

 
$
120,202

Net income per common share:
 
 
 
 
 
Basic
$
2.31

 
$
0.04

 
$
2.35

Diluted
$
2.28

 
$
0.04

 
$
2.32

Weighted average common shares outstanding:
 
 
 
 
 
Basic
51,113

 

 
51,113

Diluted
51,748

 

 
51,748

_________________________
(1)
Recurring annual general and administrative (G&A) service fee charged to Superior for corporate G&A services.
(2)
Reduction in interest due to the payment of bank debt.
(3)
Benefit from lower effective tax rate due to non-controlling interest.
(4)
Represents SP Investor Holdings, L.L.C.'s interest in the net income of Superior during the period.