Attached files
file | filename |
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EX-23.4 - EX-23.4 - MAGNUM HUNTER RESOURCES CORP | l42076exv23w4.htm |
EX-23.3 - EX-23.3 - MAGNUM HUNTER RESOURCES CORP | l42076exv23w3.htm |
EX-99.4 - EX-99.4 - MAGNUM HUNTER RESOURCES CORP | l42076exv99w4.htm |
EX-99.2 - EX-99.2 - MAGNUM HUNTER RESOURCES CORP | l42076exv99w2.htm |
EX-23.5 - EX-23.5 - MAGNUM HUNTER RESOURCES CORP | l42076exv23w5.htm |
EX-23.2 - EX-23.2 - MAGNUM HUNTER RESOURCES CORP | l42076exv23w2.htm |
EX-99.1 - EX-99.1 - MAGNUM HUNTER RESOURCES CORP | l42076exv99w1.htm |
EX-99.5 - EX-99.5 - MAGNUM HUNTER RESOURCES CORP | l42076exv99w5.htm |
EX-23.1 - EX-23.1 - MAGNUM HUNTER RESOURCES CORP | l42076exv23w1.htm |
8-K - FORM 8-K - MAGNUM HUNTER RESOURCES CORP | l42076e8vk.htm |
Exhibit
99.3
INDEPENDENT AUDITORS REPORT
To the Board of Directors of PostRock Energy Services Corporation:
We have audited the accompanying statements of revenues and direct operating expenses of the
oil and gas properties purchased by a Triad Hunter, LLC, a Delaware limited liability company, and,
Magnum Hunter Resources Corporation, a Delaware corporation and the sole member of Triad Hunter,
LLC (collectively the Purchasers), from Quest Eastern Resource LLC, a Delaware limited liability
company, and PostRock MidContinent Production, LLC, a Delaware limited liability company
(collectively the Sellers), both wholly owned subsidiaries of PostRock Energy Services
Corporation, a Delaware Corporation (the Company) for December 31, 2009. These financial
statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
The accompanying statements were prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission and are not intended to be a complete
financial presentation of the properties described above.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the revenues and direct operating expenses of the oil and gas properties purchased by the
Purchasers from the Sellers for the year ended December 31, 2009 in conformity with accounting
principles generally accepted in the United States.
As discussed in Note 2 to the statements of revenues and direct operating expenses, on
December 31, 2009, the Company adopted SEC Release 33-8995 and the amendments to ASC Topic 932,
Extractive Industries Oil and Gas, resulting from ASU 2010-03 (collectively, the Modernization
Rules).
/s/ UHY LLP
Houston, Texas
March 4, 2011
Houston, Texas
March 4, 2011
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND GAS PROPERTIES PURCHASED BY
TRIAD HUNTER, LLC & MAGNUM HUNTER RESOURCES CORPORATION FROM QUEST EASTERN
RESOURCE LLC AND POSTROCK MIDCONTINENT PRODUCTION, LLC
OF THE OIL AND GAS PROPERTIES PURCHASED BY
TRIAD HUNTER, LLC & MAGNUM HUNTER RESOURCES CORPORATION FROM QUEST EASTERN
RESOURCE LLC AND POSTROCK MIDCONTINENT PRODUCTION, LLC
Nine Months Ended September 30, | Twelve Months Ended December 31, | |||||||||||
2010 | 2009 | 2009 | ||||||||||
(Unaudited) | ||||||||||||
REVENUES |
$ | 1,477,939 | $ | 703,129 | $ | 1,096,547 | ||||||
DIRECT OPERATING EXPENSES |
649,460 | 788,618 | 1,070,016 | |||||||||
EXCESS OF REVENUES OVER DIRECT
OPERATING EXPENSES |
$ | 828,479 | $ | (85,489 | ) | $ | 26,531 | |||||
See accompanying Notes to Statements of Revenues and Direct Operating Expenses
NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND GAS PROPERTIES PURCHASED BY
TRIAD HUNTER, LLC & MAGNUM HUNTER RESOURCES CORPORATION FROM QUEST EASTERN
RESOURCE LLC AND POSTROCK MIDCONTINENT PRODUCTION, LLC
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2009
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
OF THE OIL AND GAS PROPERTIES PURCHASED BY
TRIAD HUNTER, LLC & MAGNUM HUNTER RESOURCES CORPORATION FROM QUEST EASTERN
RESOURCE LLC AND POSTROCK MIDCONTINENT PRODUCTION, LLC
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2009
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
NOTE 1 BASIS OF PRESENTATION
On December 24, 2010 Triad Hunter, LLC (the Purchaser), a Delaware limited liability
company, and, Magnum Hunter Resources Corporation, a Delaware corporation (MHR) and the sole
member of Purchaser, signed an agreement to acquire from Quest Eastern Resource, LLC, a Delaware
limited liability company (QER), and PostRock MidContinent Production, LLC, a Delaware limited
liability company (PMP), referred to collectively herein as the Sellers and individually as a
Seller, certain interests in oil and gas properties, rights and related interests and assets
located in various fields situated in the State of West Virginia that are referred to herein as the
QER Assets; and certain wells, wellbores, properties and interests located in various fields
situated in the State of West Virginia that are referred to herein as the PMP Appalachian Assets;
and at the First Closing, Purchaser desires to purchase the QER Assets located in Wetzel County,
West Virginia from QER and the PMP Appalachian Assets located in Wetzel County, West Virginia from
PMP; and, at the Second Closing, Purchaser desires to purchase the QER Assets located in Lewis and
Braxton Counties, West Virginia from QER and the PMP Appalachian Assets located in Lewis and
Braxton Counties, West Virginia from PMP; as defined in the Purchase and Sale Agreement between the
Purchaser and Sellers for approximately $39.75 million, subject to normal closing adjustments, with
an effective date of November 1, 2010. The accompanying statements of revenues and direct operating
expenses relate to the operations of the oil and gas properties to be acquired by the Purchaser.
The statements of revenues and direct operating expenses associated with the QER Assets and
PMP Appalachian Assets were derived from the Sellers accounting records. During the periods
presented, the QER Assets and PMP Appalachian Assets were not accounted for or operated as a
consolidated entity or as a separate division by Sellers. Revenues and direct operating expenses
for the QER Assets and PMP Appalachian Assets included in the accompanying statements represent the
net collective working and revenue interests to be acquired by the Purchaser. The revenues and
direct operating expenses presented herein relate only to the QER Assets and PMP Appalachian Assets
which will be acquired and do not represent all of the oil and natural gas operations of the
Sellers, other owners, or other third party working interest owners. Direct operating expenses
include lease operating expenses and production and other related taxes. General and administrative
expenses, depreciation, depletion and amortization (DD&A) of oil and gas properties and federal
and state taxes have been excluded from direct operating expenses in the accompanying statements of
revenues and direct operating expenses because the allocation of certain expenses would be
arbitrary and would not be indicative of what such costs would have been had the QER Assets and PMP
Appalachian Assets been operated as a standalone entity. The Sellers accounted for the QER Assets
and PMP Appalachian Assets under the full cost method of accounting for oil and gas activities
while the Purchaser uses the successful efforts method. Accordingly, exploration expenses and dry
hole costs are not applicable to this presentation. Full separate financial statements prepared in
accordance with accounting principles generally accepted in the United States of America do not
exist for the QER Assets and PMP Appalachian Assets and are not practicable to prepare in these
circumstances. The statements of revenues and direct operating expenses presented are not
indicative of the results of operations of the QER Assets and PMP Appalachian Assets on a go
forward basis due to changes in the business and the omission of various operating expenses.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates: The preparation of statements of revenues and direct operating expenses in
conformity with accounting principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect the reported amounts of revenues
and expenses during the reporting periods. Although these estimates are based on managements best
available knowledge of current and future events, actual results could be different from those
estimates.
Revenue Recognition: Revenues are recognized for oil and natural gas sales under the sales
method of accounting. Under this method, revenues are recognized on production as it is taken and
delivered to its purchasers. The volumes sold may be more or less than the volumes entitled to,
based on the owners net interest in the QER Assets and PMP Appalachian Assets. These differences
result from production imbalances, which are not significant, and are reflected as adjustments to
proved reserves and future cash flows in the unaudited supplementary oil and gas information
included herein.
Recently Issued Accounting Pronouncements: On December 31, 2008, the SEC issued Release No.
33-8995, Modernization of Oil and Gas Reporting, which revises disclosure requirements for oil
and gas companies. In addition to changing the definition and disclosure requirements for oil and
gas reserves, the new rules change the requirements for determining oil and gas reserve quantities.
These rules permit the use of new technologies to determine proved reserves under certain criteria
and allow companies to disclose their probable and possible reserves. The new rules also require
companies to report the independence and qualifications of their reserves preparer or auditor and
file reports when a third party is relied upon to prepare reserves estimates or conducts a reserves
audit. The new rules also require that oil and gas reserves be reported and the full cost ceiling
limitation be calculated using a twelve-month average price rather than period-end prices. The new
rules are effective for annual reports for fiscal years ending on or after December 31, 2009.
Additionally, the FASB issued authoritative guidance on oil and gas reserve estimation and
disclosures, as set forth in Topic 932 of the Codification to align with the requirements of the
SECs revised rules. The Sellers implemented the new disclosure requirements and requirements for
estimating reserves related to the Sellers oil and natural gas operations as disclosed in Note 4.
NOTE 3 RELATED PARTY CHARGES
A charge of $0.70/MMBTU is charged by QER to Quest Energy Limited Partners (QELP) for the
cost of gathering & transporting natural gas through QERs wholly owned transportation system. The
related amounts included in the Direct Operating Expenses above for the nine months ended September
30, 2009 and 2010 and the year ended December 31, 2009 are $84,052, $55,481 and $107,411,
respectively.
NOTE 4 SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED)
Estimated Net Quantities of Oil and Natural Gas Reserves
The following are estimates of the net proved oil and natural gas reserves of the properties
located entirely within the United States of America. Reserve volumes and values were determined
under definitions and guidelines of the U.S. Securities and Exchange Commission (SEC) and, with
the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards
Codification Topic 932, Extractive Activities-Oil and Gas. Reserve estimates are inherently
imprecise and estimates of new discoveries are more imprecise that those of producing oil and gas
properties. Accordingly, reserve estimates are expected to change as additional performance data
becomes available.
Estimated quantities of proved domestic oil and gas reserves and changes in quantities of
proved developed and undeveloped reserves in thousand cubic feet (Mcf) and thousand cubic feet
equivalent (Mcfe) were as follows:
Natural Gas | ||||
(Mcf) | ||||
Proved reserves at December 31, 2008 |
7,918,438 | |||
Production |
(242,992 | ) | ||
Extensions and discoveries |
0 | |||
Revisions of previous estimates |
2,398,013 | |||
Proved reserves at December 31, 2009 |
10,073,459 | |||
Proved developed reserves |
||||
December 31, 2009 |
3,439,402 |
NOTE 4 SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED) (Continued)
Discounted Future Net Cash Flows
A summary of the discounted future net cash flows related to proved crude oil and natural gas
reserves is shown below. Future net cash flows calculated at December 31, 2009 are based on the
12-month unweighted arithmetic average of the first-day-of-the-month price for each month within
the 12-month prior period.
December 31, 2009 | ||||
Gas | ||||
(MMBtu) | ||||
Commodity prices used in determining
future cash flows |
$ | 5.12 |
The discounted future net cash flows related to proved oil and gas reserves as of
December 31, 2009 is as follows:
December 31, 2009 | ||||
Future cash inflows |
$ | 51,626,195 | * | |
Less related future |
||||
Production costs |
19,983,154 | |||
Development and abandonment costs |
13,660,000 | |||
Future net cash flows |
17,983,041 | |||
Ten percent annual discount for estimated timing of cash flows |
11,978,473 | |||
Standardized measure of discounted future net cash flows |
$ | 6,004,568 | ||
* | Future cash inflows from proved undeveloped reserves are approximately $34.2 million. |
Changes in Discounted Future Net Cash Flows
A summary of the changes in the discounted future net cash flows applicable to proved crude
oil and natural gas reserves follows:
Twelve Months Ended | |||||||
December 31, 2009 | |||||||
Present Value, beginning of period |
$ | 12,134,613 | |||||
Net changes in prices and production costs |
(4,495,956 | ) | |||||
Net changes in future development costs |
(3,731,808 | ) | |||||
Previously estimated development costs incurred |
3,948,875 | ||||||
Sales of oil and gas produced, net |
(26,531 | ) | |||||
Revisions of previous quantity estimates |
2,515,182 | ||||||
Accretion of discount |
2,930,860 | ||||||
Changes in rate of production and other |
(7,270,667 | ) | |||||
Present value, end of period |
$ | 6,004,568 | |||||