Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - Vanguard Natural Resources, Inc. | form8-ka.htm |
| EX-10.1 - EXHIBIT 10.1 - Vanguard Natural Resources, Inc. | exhibit10-1.htm |
| EX-99.1 - EXHIBIT 99.1 - Vanguard Natural Resources, Inc. | exhibit99-1.htm |
| EX-23.1 - EXHIBIT 23.1 - Vanguard Natural Resources, Inc. | exhibit23-1.htm |
EXHIBIT 99.2
Vanguard Natural Resources, LLC and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
The Company expects to purchase certain producing oil and natural gas properties from a Private Seller on or before May 27, 2010, with an effective date of May 1, 2010. The following pro forma consolidated balance sheet has been prepared to reflect the acquisition as if it occurred on March 31, 2010. Additionally, the following pro forma consolidated balance sheet includes the effects of the Company’s borrowings under the Company’s reserve-based credit facility used in order to initially finance the acquisition. This unaudited pro forma balance sheet has been prepared for comparative purposes only and may not reflect what would have occurred if the Company had completed the acquisition at an earlier date. This pro forma balance sheet should be read in conjunction with the audited December 31, 2009 and unaudited March 31, 2010 consolidated financial statements of Vanguard Natural Resources, LLC. Pro forma statements of operations have not been provided as the use of forward-looking information regarding the revenues and expenses of the acquired natural gas and oil properties, as reorganized under our company structure and management, would be necessary to meaningfully present the effects of the acquisition.
Vanguard Natural Resources, LLC and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2010
(in thousands)
|
Vanguard
Historical
|
Pro Forma
Adjustments
|
Vanguard
Pro Forma
As Adjusted
|
|||||||
|
|
|
|
|||||||
|
Assets
|
|||||||||
|
Current assets
|
|||||||||
|
Cash and cash equivalents
|
$
|
176
|
$ 113,100
(113,100)
|
(a)
(a)
|
$
|
176
|
|||
|
Trade accounts receivable, net
|
8,877
|
8,877
|
|||||||
|
Derivative assets
|
22,575
|
22,575
|
|||||||
|
Other receivables
|
1,871
|
1,871
|
|||||||
|
Other currents assets
|
985
|
|
|
985
|
|||||
|
Total current assets
|
34,484
|
—
|
34,484
|
||||||
|
Natural gas and oil properties, at cost
|
401,025
|
113,100
500
|
(b)
(b)
|
514,625
|
|||||
|
Accumulated depletion
|
(230,910)
|
(230,910)
|
|||||||
|
Natural gas and oil properties, net – full cost method
|
170,115
|
113,600
|
283,715
|
||||||
|
Other assets
|
|||||||||
|
Derivative assets
|
9,199
|
9,199
|
|||||||
|
Deferred financing costs
|
3,007
|
3,007
|
|||||||
|
Other assets
|
2,343
|
2,343
|
|||||||
|
Total assets
|
$
|
219,148
|
$ 113,600
|
$
|
332,748
|
||||
|
Liabilities and members’ equity
|
|||||||||
|
Current liabilities
|
|||||||||
|
Accounts payable – trade
|
$
|
562
|
$ — |
$
|
562
|
||||
|
Accounts payable – natural gas and oil
|
2,111
|
2,111
|
|||||||
|
Payables to affiliates
|
1,175
|
1,175
|
|||||||
|
Deferred swap liability
|
1,419
|
1,419
|
|||||||
|
Derivative liabilities
|
524
|
524
|
|||||||
|
Phantom unit compensation accrual
|
27
|
27
|
|||||||
|
Accrued ad valorem taxes
|
579
|
579
|
|||||||
|
Accrued expenses
|
1,218
|
1,218
|
|||||||
|
Total current liabilities
|
7,615
|
—
|
7,615
|
||||||
|
Long-term debt
|
131,200
|
113,100
|
(a)
|
244,300
|
|||||
|
Derivative liabilities
|
1,966
|
1,966
|
|||||||
|
Deferred swap liability
|
1,325
|
1,325
|
|||||||
|
Asset retirement obligations
|
4,457
|
500
|
(b)
|
4,957
|
|||||
|
Total liabilities
|
146,563
|
113,600
|
260,163
|
||||||
|
Commitments and contingencies
|
|||||||||
|
Members’ equity
|
|||||||||
|
Members’ capital, 18,416,173 common units issued and outstanding at March 31, 2010
|
71,301
|
—
|
|
71,301
|
|||||
|
Class B units, 420,000 issued and outstanding at March 31, 2010
|
5,805
|
5,805
|
|||||||
| Other comprehensive loss | (4,521) | (4,521) | |||||||
|
Total members’ equity
|
72,585
|
—
|
72,585
|
||||||
|
Total liabilities and members’ equity
|
$
|
219,148
|
$ 113,600 |
$
|
332,748
|
||||
See notes to unaudited pro forma consolidated balance sheet
Vanguard Natural Resources, LLC and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2010
|
(a)
|
To record the initial financing of the acquisition with borrowings under the Company’s reserve-based credit facility.
|
|
(b)
|
To record the estimated fair value of the oil and natural gas properties acquired and the asset retirement obligation ($0.5 million liability) associated with the properties acquired. The measurement of the fair value of the assets acquired will be calculated upon closing and, accordingly, the amount actually recorded may change.
|