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8-K - FORM 8-K - PENN VIRGINIA CORPd515707d8k.htm
EX-99.1 - EX-99.1 - PENN VIRGINIA CORPd515707dex991.htm
EX-99.3 - EX-99.3 - PENN VIRGINIA CORPd515707dex993.htm

Exhibit 99.2

Statement of Revenues and Direct Operating Expenses of the Eagle Ford Properties

(as described in Note 1)

 

     Year Ended December 31,  
     2012  
     (in thousands)  

Revenues

   $ 72,111   

Direct operating expenses

     10,282   
  

 

 

 

Revenues in excess of direct operating expenses

   $ 61,829   
  

 

 

 

See accompanying notes to the Statement of Revenues and Direct Operating Expenses.

 

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Notes to Statement of Revenues and Direct Operating Expenses of the Eagle Ford Properties (as described in Note 1)

(1) — Basis of Presentation

Penn Virginia Oil and Gas Corporation (“PVA”) and Magnum Hunter Resources Corporation (“MHR” or “the Company”) intend to enter into a stock purchase agreement (the “SPA”), in which PVA will acquire the issued and outstanding shares of Eagle Ford Hunter, Inc. (“EFH”) from MHR. Among the assets intended to be included in EFH at the time of the closing of the SPA are its working interest in 67 wells in the Eagle Ford Area of Texas referred to herein as “the Eagle Ford Properties” or “the Properties.” The SPA contains customary representations and warranties, covenants, indemnification provisions and conditions to closing.

The accompanying audited financial statement includes revenues from oil (including condensate and gas liquids) and gas production and direct operating expenses associated with the Properties. The accompanying statement varies from a complete income statement in accordance with accounting principles generally accepted in the United States of America in that it does not reflect certain indirect expenses that were incurred in connection with the ownership and operation of the Properties including, but not limited to, general and administrative expenses, interest expense and federal and state income tax expenses. These costs were not separately allocated to the Properties in the accounting records of MHR. In addition, these allocations, if made using historical general and administrative structures and tax burdens, would not produce allocations that would be indicative of the historical performance of the Properties had they been part of PVA due to differing size, structure, operations and accounting policies. The accompanying statement also does not include provisions for depreciation, depletion, amortization and accretion; as such amounts would not be indicative of the costs that will be incurred upon the allocation of the purchase price paid. Furthermore, no balance sheet has been presented because the acquired properties were not accounted for as a separate subsidiary or division of MHR and complete financial statements are not available, nor has information about the Properties operating, investing and financing cash flows been provided for similar reasons. Accordingly, the historical Statement of Revenues and Direct Operating Expenses of the Properties are presented in lieu of the full financial statements required under Item 3-05 of Securities and Exchange Commission (“SEC”) Regulation S-X.

This Statement of Revenues and Direct Operating Expenses is not indicative of the results of operations for the Properties on a go forward basis.

(2) — Summary of Significant Accounting Policies

Use of Estimates — The Statement of Revenues and Direct Operating Expenses was derived from the historical operating statements of MHR. Accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts reported in the Statement of Revenues and Direct Operating Expenses. Actual results could be different from those estimates.

Revenue Recognition — Oil and natural gas revenues reflect the sales method of accounting. Under the sales method, revenues are recognized based on actual volumes of oil and natural gas sold to purchasers. There were no significant imbalances with other revenue interest owners attributable to MHR during any of the periods presented in these statements.

 

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Notes to Statement of Revenues and Direct Operating Expenses of the Eagle Ford Properties (as described in Note 1) — (Continued)

 

(2) — Summary of Significant Accounting Policies (Continued)

 

Direct Operating Expenses — Direct operating expenses are recognized on an accrual basis and consist of direct expenses of operating the Properties. The direct operating expenses include lease operating expenses and severance and ad valorem taxes.

 

  Ÿ  

Lease operating expenses include gathering, processing, transportation, lifting costs, well repair expenses, surface repair expenses, well workover costs, and other field expenses. Lease operating expenses also include expenses directly associated with support personnel, support services, equipment, and facilities directly related to oil and natural gas production activities.

(3) — Purchasers Representing Greater than 10% of the Total

Five purchasers accounted for a total of 98% of the oil and gas sales. No other purchasers represented over 10% of the sales.

(4) — Contingencies

The activities of the MHR working interests and EFH may be subject to potential claims and litigation in the normal course of operations. MHR does not believe that any liability resulting from any pending or threatened litigation will have a material adverse effect on the operations or financial results of the Properties.

(5) — Subsequent Events

MHR has evaluated subsequent events through March 25, 2013, and has concluded no additional events need to be reported during this period.

 

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Supplementary Oil and Gas Disclosures (Unaudited)

Supplemental Reserve Information

The following unaudited supplemental reserve information summarizes the net proved reserves of oil and gas and the standardized measure thereof for the year ended December 31, 2012 attributable to the Properties. All of the reserves are located in the United States. The reserve disclosures are based on reserve studies prepared in accordance with the guidelines established by the SEC.

There are numerous uncertainties inherent in estimating quantities and values of proved reserves and in projecting future rates of production and the amount and timing of development expenditures, including many factors beyond the property owner’s control. Reserve engineering is a subjective process of estimating the recovery from underground accumulations of oil and gas that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Because all reserve estimates are to some degree subjective, the quantities of oil and gas that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures and future oil and gas sales prices may each differ from those assumed in these estimates. In addition, different reserve engineers may make different estimates of reserve quantities and cash flows based upon the same available data. The standardized measure shown below represents estimates only and should not be construed as the current market value of the estimated oil and gas reserves attributable to the Properties. In this regard, the information set forth in the following tables includes revisions of reserve estimates attributable to proved properties included in the preceding year’s estimates. Such revisions reflect additional information from subsequent development activities, production history of the Properties and any adjustments in the projected economic life of such property resulting from changes in product prices.

Estimated Quantities of Oil, NGL and Gas Reserves

The following table sets forth certain data pertaining to the Properties’ proved reserves for the year December 31, 2012.

 

     Oil
(MBbl)
    NGL
(MBbl)
    Gas
(MMCF)
 

Proved-Developed and Undeveloped Reserves

      

December 31, 2011 Beginning balance

     4,566        446        1,838   
  

 

 

   

 

 

   

 

 

 

Revisions of previous estimates

     5,541        242        910   

Extensions, discoveries and other additions

     1,392        88        352   

Production

     (686     (44     (167
  

 

 

   

 

 

   

 

 

 

December 31, 2012 Ending balance

     10,813        732        2,933   
  

 

 

   

 

 

   

 

 

 

December 31, 2012 Proved-developed

     3,928        283        1,133   
  

 

 

   

 

 

   

 

 

 

Standardized Measure of Discounted Future Net Cash Flows

Summarized below is the Standardized Measure related to the Properties’ proved oil, natural gas and NGL reserves. The following summary is based on a valuation of proved reserves using discounted cash flows based on prices as prescribed by the SEC, current costs and economic conditions and a 10% discount rate. The additions to proved reserves from the purchase of reserves in place, and new discoveries and extensions could vary significantly from year to year; additionally, the impact of changes to reflect current prices and costs of reserves proved in prior years could also be significant. Accordingly, the present value of

 

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future net cash flows does not purport to be an estimate of the fair market value of the Properties’ proved reserves, nor should it be indicative of any trends. An estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money, and the risks inherent in producing oil and natural gas.

The following table sets forth estimates of the standardized measure of discounted future net cash flows from proved reserves of oil, NGLs and natural gas for the year ended December 31, 2012.

 

(amounts in thousands)

      

Estimated future cash inflows

   $ 1,108,293   

Future development costs

     (237,252

Future production costs

     (282,400
  

 

 

 

Future net cash flows

     588,641   

Discount of future net cash flows at 10%

     (347,904
  

 

 

 

Standardized measure of discounted future net cash flows

   $ 240,737   
  

 

 

 

The following table sets forth a summary of the changes in the standardized measure of discounted future net cash flows from proved reserves of oil, NGLs and natural gas for the year ended December 31, 2012.

 

(amounts in thousands)

      

Balance, beginning of period

   $ 95,856   

Net change in prices and production costs

     10,054   

Net change in future development costs

     (60,252

Sales of oil and gas, net

     (61,787

Extensions and discoveries

     43,187   

Revisions of previous quantity estimates

     166,576   

Previously estimated development costs incurred

     20,944   

Accretion of discount

     9,586   

Other

     16,573   
  

 

 

 

Balance, end of period

   $ 240,737   
  

 

 

 

 

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