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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - BATTALION OIL CORPa14-6619_18k.htm

Exhibit 99.1

 

 

NEWS RELEASE

 

Halcón Resources Announces Fourth Quarter and Full Year 2013 Results

 

 Tuscaloosa Marine Shale Unveiled as New Core Area

 

Agrees to Sell Non-Core Assets for $450 Million

 

HOUSTON, TEXAS — February 26, 2014 — Halcón Resources Corporation (NYSE:HK) (“Halcón” or the “Company”) today announced its fourth quarter and full year 2013 results.

 

Halcón generated revenues of $289.3 million for the quarter ended December 31, 2013, compared to $124.8 million for the quarter ended December 31, 2012.  Revenues for the full year 2013 were $999.5 million, compared to $248.3 million for the full year 2012.

 

Production for the three months and full year ended December 31, 2013 increased by 119% and 254% to 40,217 barrels of oil equivalent per day (Boe/d) and 33,329 Boe/d, respectively, compared to the same periods of 2012.  Halcón reported full year 2013 production near the high-end of guidance, despite a 1,220 Boe/d negative impact related to weather downtime, primarily in the Williston Basin, during the fourth quarter.  Production was comprised of 84% oil, 6% natural gas liquids (NGLs) and 10% natural gas for the quarter and 83% oil, 6% NGLs and 11% natural gas for the year.

 

Including the impact of hedges, the Company realized 88% of the average NYMEX oil price, 39% of the average NYMEX oil price for NGLs and 96% of the average NYMEX natural gas price during the fourth quarter 2013.  For the full year 2013, Halcón realized 92% of the average NYMEX oil price, 37% of the average NYMEX oil price for NGLs and 98% of the average NYMEX natural gas price.

 

Total operating costs per unit (including lease operating expense, workover and other expense, taxes other than income, gathering and other expense, and general and administrative expense), after adjusting for selected items (see Selected Operating Data table for additional information), decreased by 17% to $27.69 per Boe in the fourth quarter of 2013, compared to the same period of 2012.  Total operating costs per unit for 2013, after adjusting for selected

 

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items (see Selected Operating Data table for additional information), were $29.20 per Boe, representing a decrease of 21% versus 2012.

 

After adjusting for selected items primarily related to non-cash impairment charges and the non-cash impact of derivatives (see Selected Item Review and Reconciliation table for additional information), net income was $4.1 million, or $0.01 per diluted share, and $67.7 million, or $0.15 per diluted share, for the three months and full year ended December 31, 2013, respectively.  Halcón reported a net loss available to common stockholders of $415.3 million, or $1.01 per diluted share for the quarter and $1.2 billion, or $3.25 per diluted share for the year.  The reported net loss available to common stockholders for the quarter and the year includes non-cash pre-tax impairment charges of $238.9 million and $1.4 billion, respectively.

 

Floyd C. Wilson, Chairman and Chief Executive Officer, commented, “Our focus in 2014 is on drilling wells in the sweet spots of our de-risked acreage in the Williston Basin and El Halcón.  We will also begin drilling wells on our newly acquired acreage located in what we believe to be the core of the Tuscaloosa Marine Shale.  We are primed for growth and have a deep drilling inventory.  We are committed to maintaining capital discipline and dedicated to improving capital efficiency.”

 

Agrees to Divest Non-Core Assets for $450 Million

 

The Company has entered into a purchase and sale agreement to divest non-core assets in East Texas for $450 million.  The transaction is expected to close in the second quarter of 2014, subject to customary closing conditions and adjustments, with an effective date of April 1, 2014.

 

The assets subject to the purchase and sale agreement include approximately 83,000 net acres primarily located in Leon, Madison and Grimes Counties, Texas.  These properties produced an average of approximately 3,800 Boe/d during the month of January 2014.  Estimated proved reserves associated with these assets, as of December 31, 2013, were approximately 16.3 MMBoe, 39% of which was proved developed.

 

The closing of this sale would essentially conclude Halcón’s planned 2014 divestiture program.  The Company plans to continue to evaluate all remaining non-core properties for future divestment opportunities.

 

Liquidity and Capital Spending

 

As of December 31, 2013, the Company had undrawn capacity on its senior secured revolving credit facility and cash on hand totaling approximately $700 million.  Pro forma for the pending sale of the non-core assets in East Texas, and the related $100 million reduction to the revolver

 

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borrowing base that is expected, Halcón had undrawn capacity on its senior secured revolving credit facility and cash on hand totaling approximately $1.1 billion as of December 31, 2013.

 

During the fourth quarter of 2013, the Company incurred capital costs of $274.4 million on drilling and completions, $29.2 million on infrastructure/seismic and $1.7 million on other capital expenditures.  In addition, $201.3 million was incurred for acquisitions primarily in the El Halcón and TMS areas, offset by divestiture proceeds totaling $287.8 million during the three months ended December 31, 2013.

 

Halcón incurred capital costs of $1.5 billion on drilling and completions, $177.4 million on infrastructure/seismic and $194.9 million on other capital expenditures in 2013.  The Company also incurred $649.5 million for acquisitions in 2013, offset by divestiture proceeds totaling $446.4 million.

 

Proved Reserves — 609% Organic Reserve Replacement; 61% Organic Reserve Growth

 

Halcón’s estimated proved reserves as of December 31, 2013 were approximately 136 million barrels of oil equivalent (MMBoe).  Year-end 2013 estimated proved reserves were 84% oil, 7% NGLs and 9% natural gas on an equivalent basis.  Of total estimated proved reserves, 90.5 MMBoe were in the Williston Basin, 22.7 MMBoe were in the East Texas Eagle Ford (“El Halcón) and 22.8 MMBoe were in other areas.

 

The present value of Halcón’s estimated future oil and gas revenues, net of estimated expenses, discounted at an annual rate of 10% (PV10) was approximately $2.77 billion as of December 31, 2013.  In comparison, the standardized measure is approximately $2.75 billion; the difference is attributed to the estimated future income tax expense discounted at 10%.  Proved developed reserves account for 40% of total estimated proved reserves.  A summary of year-over-year changes in estimated proved reserves is as follows:

 

Proved Reserves Reconciliation

 

Oil (MBbls)

 

Gas (MMcf)

 

NGL (MBbls)

 

Total MBoe

 

As of 12.31.12

 

87,378

 

96,145

 

5,383

 

108,785

 

Extensions, discoveries and additions

 

61,160

 

25,364

 

4,344

 

69,731

 

Purchases

 

2,770

 

1,791

 

162

 

3,231

 

Sales

 

(17,417

)

(25,717

)

(1,611

)

(23,314

)

Production

 

(10,148

)

(8,003

)

(683

)

(12,165

)

Revisions of previous estimates and pricing

 

(9,233

)

(19,832

)

2,237

 

(10,301

)

As of 12.31.13

 

114,510

 

69,748

 

9,832

 

135,967

 

 

Pro forma for sales and purchases, the Company replaced 609% of production including revisions, and reported a net increase in proved reserves of 60.7 MMBoe over year-end 2012, representing an organic growth rate of 61%.  A pro forma summary of year-over-year changes in estimated proved reserves is as follows:

 

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Pro Forma Proved Reserves Reconciliation

 

Proved

 

PF Proved

 

(MMBoe)

 

Reserves

 

Reserves

 

As of 12.31.12

 

108.8

 

82.8

 

Extensions, discoveries and additions

 

69.7

 

69.7

 

Purchases

 

3.2

 

 

Sales

 

(23.3

)

 

Production

 

(12.2

)

(10.0

)

Revisions of previous estimates and pricing

 

(10.3

)

(9.0

)

As of 12.31.13

 

136.0

 

133.5

 

Organic Reserve Additions, including revisions (MMBoe)

 

 

 

60.7

 

Organic Reserve Growth

 

 

 

61

%

Organic Reserve Replacement

 

 

 

609

%

 

The Company’s estimated proved reserves at December 31, 2013 were prepared by the independent reserve engineering firm Netherland, Sewell and Associates, Inc. (NSAI) in accordance with Securities and Exchange Commission guidelines.

 

Estimated Net Unrisked Resource Potential of ~1.4 BBoe

 

Halcón estimates current net unrisked resource potential at 1.4 billion barrels of oil equivalent (BBoe), which is comprised of 75% oil, 11% NGLs and 14% gas.   Net unrisked resource potential calculations were estimated by the Company’s internal reserve group and consist of a horizontal drilling inventory of approximately 3,270 net locations.

 

Tuscaloosa Marine Shale (“TMS”) Unveiled as New Core Area

 

Halcón has established the TMS as a third core area.  In aggregate, the Company currently has approximately 307,000 net acres leased or under contract in the play.  Approximately 77% of the acreage is located in Southwest Mississippi and the Louisiana Florida Parishes, also known as the “Eastern TMS”.

 

The proceeds from the pending sale of non-core assets are expected to provide Halcón the ability to internally fund the TMS program.  However, the Company is evaluating joint venture options for its entire TMS position and is engaged in ongoing discussions with several potential partners.

 

Halcón employs an experienced exploration staff that has been working the TMS for more than a year with access to hundreds of well logs and core data from a number of wells.  As a result, geologic mapping from these efforts have allowed for the acquisition of land within a well-defined area believed to be the geologic core.

 

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The Company plans to operate an average of 2 rigs for the remainder of 2014 and spud 10 to 12 gross operated wells in the TMS.  Halcón also expects to participate in several non-operated wells in 2014.  Expectations are to spud the next operated well in March of 2014 near producing TMS wells in Wilkinson County, Mississippi.  No changes to guidance are being made as a result of this announcement as TMS drilling activity was incorporated into the Company’s 2014 business plan and budget.  Halcón plans to spend approximately 10% of its drilling and completions budget in the play in 2014, subject to reduction dependent upon ongoing negotiations with potential joint venture partners.

 

Charles E. Cusack III, Chief Operating Officer, stated, “We have been working the Tuscaloosa Marine Shale from a geologic standpoint and monitoring industry activity in the play for quite some time.  Our strategy is to identify scalable and repeatable resources plays where we feel we can meaningfully improve the economics by applying our extensive technical experience.  We believe the TMS fits that strategy, and we are excited about our position in the play.”

 

Operational Update — Williston Basin and El Halcón Type Curve EURs Increased

 

The Company’s 2014 capital budget is primarily focused on its three, oil-biased core resource plays: the Williston Basin, El Halcón and the TMS.

 

Bakken/Three Forks

 

Halcón operated an average of five rigs in the Williston Basin during the fourth quarter.  The Company spudded 8 wells and put 10 wells online in the Fort Berthold area during the three months ended December 31, 2013.   In addition, Halcón spudded four wells and put two wells online in Williams County during the period.  The Company also participated in 50 non-operated wells during the quarter with an average working interest of approximately 3%.  Despite weather-related impacts of approximately 1,040 Boe/d, Halcón produced an average of 24,125 Boe/d in the Williston Basin during the fourth quarter, representing an increase of 15% versus the prior quarter.  Drilling and completion delays related to the inclement weather in the Williston Basin during the fourth quarter of 2013 are also expected to impact production in the first quarter of 2014.

 

The Company continues to modify its drilling and completions techniques in an effort to improve recoveries and reduce costs.  Based on improved results to date, Halcón has revised the EUR estimates higher for its type curves.  Note that the Company is now using one average type curve for all Bakken and Three Forks wells drilled in the Fort Berthold area, and one average type curve for all Bakken wells drilled in Williams County.  In the Fort Berthold area, the average Bakken/Three Forks type curve increased by 39% to 801 thousand barrels of oil equivalent (MBoe), while the average Bakken type curve EUR in Williams County was revised higher by 43% to 477 MBoe.

 

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Data suggests that wells completed with slickwater fracs in the Williston Basin are outperforming wells completed with cross-linked gel, all else being equal.  As a result, Halcón plans to complete the majority of its future operated wells in the Williston Basin using the slickwater frac technique.  All Company-operated wells online in the Fort Berthold area that were completed via a slickwater frac are currently outperforming the new 801 MBoe type curve, and internal reserve engineers estimate an average EUR for these slickwater wells of approximately 970 MBoe.

 

The Company has identified several cost reduction opportunities and anticipates well costs will trend down throughout 2014 by 5% to 10%.  Efficiencies related to pad drilling/simultaneous operations and additional completion modifications (proppant type, fluid type, pumping services) are expected to lead to lower well costs.

 

Early stage downspacing tests continue to yield positive results, and indicate the potential for up to 16 locations per drilling spacing unit (DSU) in the Fort Berthold area, which would more than triple the Company’s drilling inventory in this area alone compared to the previous development plan.

 

Halcón currently has working interests in approximately 142,000 net acres prospective for the Bakken and Three Forks formations in the Williston Basin.  The Company plans to operate an average of 4 rigs and spud 40 to 50 gross operated wells in 2014.  Halcón also expects to participate in 200 to 225 gross non-operated wells in 2014 with an average working interest of approximately 3%.  The Company is focused on drilling wells in the highly economic Fort Berthold area in 2014 and anticipates spending approximately 49% of its total drilling and completions budget in the Williston Basin.

 

There are currently 141 Bakken wells producing, 12 Bakken wells being completed or waiting on completion and 2 Bakken wells being drilled on Halcón’s operated acreage.  Similarly, there are currently 39 Three Forks wells producing, 7 Three Forks wells being completed or waiting on completion and 2 Three Forks wells being drilled on the Company’s operated acreage.

 

“El Halcón” - East Texas Eagle Ford

 

Halcón operated an average of four rigs in El Halcón during the fourth quarter.  The Company spudded 13 wells and put 9 wells online in the play during the three months ended December 31, 2013.   Halcón produced an average of 7,138 Boe/d in El Halcón during the fourth quarter, representing an increase of 43% compared to the third quarter of 2013.

 

The Company has made meaningful progress towards identifying an optimal well design and continues to modify its completion techniques.  Testing is underway on a number of completion design variations to reduce cost and increase performance, some of which include modifying

 

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perforated cluster density, varying proppant types and altering the fluid systems.  Based on historical well results, lateral length directly correlates to EUR for wells completed with a sufficient volume of proppant.  As such, Halcón continues to work to find the most economic completed lateral length and currently expects to drill wells with an average lateral length of 7,500 feet in 2014.

 

Based on improved well results, the Company has revised its El Halcón type curve EUR estimate higher by 22% to 452 MBoe.  The new type curve is based on wells that were spaced a minimum of 750 feet apart and completed with 1,200 pounds, or more, of proppant per lateral foot.  Well spacing pilot tests are ongoing.

 

Halcón currently has working interests in approximately 100,000 net acres prospective for the Eagle Ford formation in East Texas and believes a majority of its acreage is located in the core of the play.  The Company plans to operate an average of 3 rigs and spud 40 to 50 gross operated wells in 2014.  Halcón anticipates spending approximately 40% of its total drilling and completions budget in the play in 2014.

 

There are currently 45 Eagle Ford wells producing, 10 wells being completed or waiting on completion and 4 wells being drilled.

 

2014 Production Guidance

 

Based on improved well performance in core areas, the Company is reaffirming full year 2014 production guidance, despite the impact related to the pending sale of the non-core assets in East Texas expected to close in the second quarter of 2014. Halcón is also providing first quarter 2014 production guidance, which accounts for the divestitures that closed in the fourth quarter of 2013 and the carryover effect from weather-related downtime in the Williston Basin. Pro forma for all acquisition and divestiture activity, including the pending sale of the non-core assets in East Texas, the Company estimates it would have produced approximately 24,898 Boe/d on average from continuing operations in 2013.

 

 

 

 

 

Full Year

 

 

 

1Q14E

 

2014E

 

Production (Boe/d)

 

 

 

 

 

Low

 

34,000

 

38,000

 

High

 

36,000

 

42,000

 

% Oil

 

 

 

85

%

% NGLs

 

 

 

5

%

% Gas

 

 

 

10

%

 

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Note: Guidance is forward-looking information that is subject to a number of risks and uncertainties, many of which are beyond the Company’s control.  See “Forward-Looking Statements” section below.

 

An updated slide presentation can be accessed on Halcón’s website at http://www.halconresources.com in the Investor Relations section under Events & Presentations.

 

Conference Call and Webcast Information

 

Halcón Resources Corporation (NYSE:HK) has scheduled a conference call for Thursday, February 27, 2014, at 10:00 a.m. EST (9:00 a.m. CST). To participate in the conference call, dial (877) 810-3368 for domestic callers, and (914) 495-8561 for international callers a few minutes before the call begins and reference Halcón Resources conference ID 36618134.  The conference call will also be webcast live over the Internet on Halcón Resources’ website at http://www.halconresources.com in the Investor Relations section under Events & Presentations.  A telephonic replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until March 6, 2014.  To access the replay, dial (855) 859-2056 for domestic callers or (404) 537-3406 for international callers, in both cases referencing conference ID 36618134.

 

About Halcón Resources

 

Halcón Resources Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

 

For more information contact Scott Zuehlke, Vice President of Investor Relations, at 832-538-0314 or szuehlke@halconresources.com.

 

Forward-Looking Statements

 

This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects”, “believes”, “intends”, “anticipates”, “plans”, “estimates”, “potential”, “possible”, or “probable” or statements that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved.  Additionally, initial production rates, average 30 day production rates and improvements mentioned herein are not necessarily indicative of future production rates or performance.  Forward-looking statements are based on current beliefs and

 

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expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and other filings submitted by the Company to the U.S. Securities and Exchange Commission (“SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov or through the Company’s website at www.halconresources.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

 

Disclosures Regarding Estimated Ultimate Recovery (EUR) and Resource Potential

 

The Securities and Exchange Commission requires oil and gas companies, in their filings with the SEC, to disclose proved reserves that a company has demonstrated by actual production or through reliable technology to be economically and legally producible at specific prices and existing economic and operating conditions.  The SEC permits optional disclosure of probable and possible reserves; however, Halcón has made no such disclosures in its filings with the SEC.  The Company uses certain terms in its periodic news releases and other presentation materials such as “estimated ultimate recovery” or “EUR,” “resource potential,” and “net resource potential,” which terms include quantities of oil and gas that may not meet the SEC’s definitions of proved, probable and possible reserves, and which the SEC’s guidelines strictly prohibit Halcón from including in filings with the SEC.  These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of being recovered by the Company and accordingly are subject to substantially more risks of actually being realized.  Investors are urged to closely consider the disclosures about Halcón’s reserves in its Annual Report on Form 10-K for the year ended December 31, 2013, and in other reports on file with the SEC.

 

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HALCÓN RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended December 31,

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Operating revenues:

 

 

 

 

 

 

 

 

 

Oil, natural gas and natural gas liquids sales:

 

 

 

 

 

 

 

 

 

Oil

 

$

272,368

 

$

114,006

 

$

944,535

 

$

223,056

 

Natural gas

 

7,348

 

5,860

 

27,319

 

12,735

 

Natural gas liquids

 

8,588

 

4,100

 

24,564

 

11,180

 

Total oil, natural gas and natural gas liquids sales

 

288,304

 

123,966

 

996,418

 

246,971

 

Other

 

998

 

791

 

3,088

 

1,351

 

Total operating revenues

 

289,302

 

124,757

 

999,506

 

248,322

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Production:

 

 

 

 

 

 

 

 

 

Lease operating

 

44,506

 

19,746

 

139,182

 

49,859

 

Workover and other

 

1,992

 

2,045

 

6,268

 

4,429

 

Taxes other than income

 

26,006

 

9,605

 

88,622

 

19,253

 

Gathering and other

 

4,844

 

185

 

11,745

 

459

 

Restructuring

 

3,964

 

674

 

4,471

 

2,406

 

General and administrative

 

33,525

 

45,022

 

132,410

 

111,349

 

Depletion, depreciation and accretion

 

143,391

 

55,623

 

463,655

 

90,284

 

Impairment charges

 

238,873

 

 

1,444,100

 

 

Total operating expenses

 

497,101

 

132,900

 

2,290,453

 

278,039

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(207,799

)

(8,143

)

(1,290,947

)

(29,717

)

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Net gain (loss) on derivative contracts

 

7,516

 

(5,277

)

(31,233

)

(6,126

)

Interest expense and other, net

 

(33,953

)

(8,973

)

(58,198

)

(31,223

)

Total other income (expenses)

 

(26,437

)

(14,250

)

(89,431

)

(37,349

)

Income (loss) before income taxes

 

(234,236

)

(22,393

)

(1,380,378

)

(67,066

)

Income tax benefit (provision)

 

(176,152

)

14,352

 

157,716

 

13,181

 

Net income (loss)

 

(410,388

)

(8,041

)

(1,222,662

)

(53,885

)

Non-cash preferred dividend

 

 

 

 

(88,445

)

Series A preferred dividends

 

(4,959

)

 

(10,745

)

 

Net income (loss) available to common stockholders

 

$

(415,347

)

$

(8,041

)

$

(1,233,407

)

$

(142,330

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share of common stock:

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.01

)

$

(0.04

)

$

(3.25

)

$

(0.91

)

Diluted

 

$

(1.01

)

$

(0.04

)

$

(3.25

)

$

(0.91

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

412,042

 

228,075

 

379,621

 

156,494

 

Diluted

 

412,042

 

228,075

 

379,621

 

156,494

 

 

10



 

HALCÓN RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)

 

 

 

December 31,

 

 

 

2013

 

2012

 

Current assets:

 

 

 

 

 

Cash

 

$

2,834

 

$

2,506

 

Accounts receivable

 

312,518

 

262,809

 

Receivables from derivative contracts

 

2,028

 

7,428

 

Current portion of deferred income taxes

 

 

5,307

 

Inventory

 

5,148

 

3,116

 

Prepaids and other

 

16,098

 

6,691

 

Total current assets

 

338,626

 

287,857

 

Oil and natural gas properties (full cost method):

 

 

 

 

 

Evaluated

 

4,960,467

 

2,669,245

 

Unevaluated

 

2,028,044

 

2,326,598

 

Gross oil and natural gas properties

 

6,988,511

 

4,995,843

 

Less - accumulated depletion

 

(2,189,515

)

(588,207

)

Net oil and natural gas properties

 

4,798,996

 

4,407,636

 

Other operating property and equipment:

 

 

 

 

 

Gas gathering and other operating assets

 

125,837

 

59,748

 

Less - accumulated depreciation

 

(8,461

)

(8,119

)

Net other operating property and equipment

 

117,376

 

51,629

 

Other noncurrent assets:

 

 

 

 

 

Goodwill

 

 

227,762

 

Receivables from derivative contracts

 

22,734

 

371

 

Debt issuance costs, net

 

64,308

 

51,609

 

Deferred income taxes

 

8,474

 

 

Equity in oil and gas partnerships

 

4,463

 

11,137

 

Funds in escrow and other

 

1,514

 

3,024

 

Total assets

 

$

5,356,491

 

$

5,041,025

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

636,589

 

$

590,551

 

Liabilities from derivative contracts

 

17,859

 

10,429

 

Asset retirement obligations

 

71

 

2,319

 

Current portion of deferred income taxes

 

8,474

 

 

Current portion of long-term debt

 

1,389

 

 

Promissory notes

 

 

74,669

 

Total current liabilities

 

664,382

 

677,968

 

Long-term debt

 

3,183,823

 

2,034,498

 

Other noncurrent liabilities:

 

 

 

 

 

Liabilities from derivative contracts

 

19,333

 

2,461

 

Asset retirement obligations

 

39,186

 

72,813

 

Deferred income taxes

 

 

160,055

 

Other

 

2,157

 

10

 

Commitments and contingencies

 

 

 

 

 

Mezzanine equity:

 

 

 

 

 

Preferred stock: 1,000,000 shares of $0.0001 par value authorized; no and 10,880 shares of 8% Automatically Convertible, issued and outstanding as of December 31, 2013 and 2012, respectively

 

 

695,238

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock: 1,000,000 shares of $0.0001 par value authorized; 345,000 and no shares of 5.75% Cumulative Perpetual Convertible Series A, issued and outstanding as of December 31, 2013 and 2012, respectively

 

 

 

Common stock: 670,000,000 and 336,666,666 shares of $0.0001 par value authorized; 415,729,962 and 259,802,377 shares issued; 415,729,962 and 258,152,468 shares outstanding at December 31, 2013 and 2012, respectively

 

41

 

26

 

Additional paid-in capital

 

2,953,786

 

1,681,717

 

Treasury stock: no and 1,649,909 shares at December 31, 2013 and 2012, respectively, at cost

 

 

(9,298

)

Accumulated deficit

 

(1,506,217

)

(274,463

)

Total stockholders’ equity

 

1,447,610

 

1,397,982

 

Total liabilities and stockholders’ equity

 

$

5,356,491

 

$

5,041,025

 

 

11



 

HALCÓN RESOURECS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

 

 

Three Months Ended December 31,

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(410,388

)

$

(8,041

)

$

(1,222,662

)

$

(53,885

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

Depletion, depreciation and accretion

 

143,391

 

55,623

 

463,655

 

90,284

 

Impairment charges

 

238,873

 

 

1,444,100

 

 

Deferred income tax provision (benefit)

 

175,642

 

(14,090

)

(159,239

)

(13,060

)

Share-based compensation, net

 

5,118

 

707

 

17,112

 

4,573

 

Unrealized loss (gain) on derivative contracts

 

(10,228

)

8,530

 

8,728

 

11,727

 

Amortization and write-off of deferred loan costs

 

1,313

 

(35

)

2,656

 

6,212

 

Non-cash interest and amortization of discount and premium

 

630

 

767

 

2,025

 

9,387

 

Other expense (income)

 

6,668

 

(822

)

1,427

 

(352

)

Cash flow from operations before changes in working capital

 

151,019

 

42,639

 

557,802

 

54,886

 

Changes in working capital, net of acquisitions

 

(48,700

)

39,843

 

(63,878

)

29,474

 

Net cash provided by (used in) operating activities

 

102,319

 

82,482

 

493,924

 

84,360

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Oil and natural gas capital expenditures

 

(551,476

)

(467,183

)

(2,380,445

)

(1,183,295

)

Proceeds received from sales of oil and natural gas assets

 

288,031

 

21,964

 

448,299

 

21,964

 

Acquisition of GeoResources, Inc., net of cash acquired

 

 

 

 

(579,497

)

Acquisition of East Texas Assets

 

 

 

 

(296,139

)

Acquisition of Williston Basin Assets

 

(532

)

(756,056

)

(32,713

)

(756,056

)

Other operating property and equipment capital expenditures

 

(19,224

)

(20,345

)

(139,295

)

(38,478

)

Funds held in escrow and other

 

9,002

 

1,470

 

3,455

 

(965

)

Net cash provided by (used in) investing activities

 

(274,199

)

(1,220,150

)

(2,100,699

)

(2,832,466

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from borrowings

 

965,000

 

1,184,353

 

3,725,000

 

2,466,608

 

Repayments of borrowings

 

(786,000

)

(327,000

)

(2,644,400

)

(655,000

)

Debt issuance costs

 

(4,571

)

(29,221

)

(23,873

)

(52,878

)

Offering costs

 

(33

)

(84

)

(17,346

)

(18,619

)

Common stock repurchased

 

 

 

 

(2,139

)

Series A preferred stock issued

 

 

 

345,000

 

 

Preferred stock issued

 

 

 

 

311,556

 

Preferred beneficial conversion feature

 

 

 

 

88,445

 

Common stock issued

 

 

294,000

 

222,870

 

569,000

 

Warrants issued

 

 

 

 

43,590

 

Other

 

(143

)

 

(148

)

 

Net cash provided by (used in) financing activities

 

174,253

 

1,122,048

 

1,607,103

 

2,750,563

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

2,373

 

(15,620

)

328

 

2,457

 

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

461

 

18,126

 

2,506

 

49

 

Cash at end of period

 

$

2,834

 

$

2,506

 

$

2,834

 

$

2,506

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest, net of capitalized interest

 

$

24,028

 

$

11,344

 

$

25,462

 

$

11,705

 

Cash paid for income taxes

 

 

3,842

 

9,014

 

89

 

 

 

 

 

 

 

 

 

 

 

Disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Accrued capitalized interest

 

$

(659

)

$

22,124

 

$

9,890

 

$

33,814

 

Asset retirement obligations

 

(49,549

)

7,898

 

(39,472

)

8,587

 

Non-cash preferred dividend

 

 

 

 

88,445

 

Series A preferred dividends paid in common stock

 

4,959

 

 

9,092

 

 

Payment-in-kind interest

 

 

 

 

14,669

 

Common stock issued for GeoResources, Inc.

 

 

 

 

321,416

 

Common stock issued for East Texas Assets

 

 

 

 

130,623

 

Preferred stock issued for Williston Basin Assets

 

 

695,238

 

 

695,238

 

Current notes payable issued for oil and natural gas properties

 

 

74,669

 

 

74,669

 

Payable for acquisition of oil and natural gas properties

 

2,157

 

 

2,157

 

 

 

12



 

HALCÓN RESOURCES CORPORATION

SELECTED OPERATING DATA (Unaudited)

 

 

 

Three Months Ended December 31,

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Production volumes:

 

 

 

 

 

 

 

 

 

Crude oil (MBbls)

 

3,120

 

1,264

 

10,148

 

2,415

 

Natural gas (MMcf)

 

2,116

 

1,914

 

8,003

 

4,554

 

Natural gas liquids (MBbls)

 

227

 

105

 

683

 

268

 

Total (MBoe)

 

3,700

 

1,688

 

12,165

 

3,442

 

Average daily production (Boe)

 

40,217

 

18,348

 

33,329

 

9,404

 

 

 

 

 

 

 

 

 

 

 

Average prices:

 

 

 

 

 

 

 

 

 

Crude oil (per Bbl)

 

$

87.30

 

$

90.19

 

$

93.08

 

$

92.36

 

Natural gas (per Mcf)

 

3.47

 

3.06

 

3.41

 

2.80

 

Natural gas liquids (per Bbl)

 

37.83

 

39.05

 

35.96

 

41.72

 

Total per Boe

 

77.92

 

73.44

 

81.91

 

71.75

 

 

 

 

 

 

 

 

 

 

 

Cash effect of derivative contracts:

 

 

 

 

 

 

 

 

 

Crude oil (per Bbl)

 

$

(1.03

)

$

1.66

 

$

(2.42

)

$

0.89

 

Natural gas (per Mcf)

 

0.23

 

0.44

 

0.25

 

0.82

 

Natural gas liquids (per Bbl)

 

 

 

 

 

Total per Boe

 

(0.73

)

1.74

 

(1.85

)

1.70

 

 

 

 

 

 

 

 

 

 

 

Average prices computed after cash effect of settlement of derivative contracts:

 

 

 

 

 

 

 

 

 

Crude oil (per Bbl)

 

$

86.27

 

$

91.85

 

$

90.66

 

$

93.25

 

Natural gas (per Mcf)

 

3.70

 

3.50

 

3.66

 

3.62

 

Natural gas liquids (per Bbl)

 

37.83

 

39.05

 

35.96

 

41.72

 

Total per Boe

 

77.19

 

75.18

 

80.06

 

73.45

 

 

 

 

 

 

 

 

 

 

 

Average cost per Boe:

 

 

 

 

 

 

 

 

 

Production:

 

 

 

 

 

 

 

 

 

Lease operating, as adjusted (1)

 

$

12.03

 

$

11.70

 

$

11.44

 

$

14.34

 

Workover and other

 

0.54

 

1.21

 

0.52

 

1.29

 

Taxes other than income

 

7.03

 

5.69

 

7.28

 

5.59

 

Gathering and other

 

1.31

 

0.11

 

0.97

 

0.13

 

Restructuring

 

1.07

 

0.40

 

0.37

 

0.70

 

General and administrative, as adjusted (1)

 

6.78

 

14.47

 

8.99

 

15.81

 

Depletion

 

38.08

 

32.03

 

37.28

 

25.05

 

 


(1)    Represents lease operating and general and administrative costs per Boe, adjusted for items noted in the reconciliation below:

 

General and administrative:

 

 

 

 

 

 

 

 

 

General and administrative, as reported

 

$

9.06

 

$

26.67

 

$

10.89

 

$

32.35

 

Share-based compensation:

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

(0.11

)

Non-cash

 

(1.38

)

(0.42

)

(1.41

)

(0.61

)

Recapitalization and change in control:

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

(3.10

)

Non-cash

 

 

 

 

(0.72

)

Acquisition and merger transaction costs:

 

 

 

 

 

 

 

 

 

Cash

 

(0.90

)

(11.78

)

(0.49

)

(12.00

)

General and administrative, as adjusted

 

$

6.78

 

$

14.47

 

$

8.99

 

$

15.81

 

 

 

 

 

 

 

 

 

 

 

Lease operating:

 

 

 

 

 

 

 

 

 

Lease operating, as reported

 

$

12.03

 

$

11.70

 

$

11.44

 

$

14.49

 

Recapitalization and change in control:

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

(0.15

)

Lease operating, as adjusted

 

$

12.03

 

$

11.70

 

$

11.44

 

$

14.34

 

 

 

 

 

 

 

 

 

 

 

Total operating costs, as reported

 

$

29.97

 

$

45.38

 

$

31.10

 

$

53.85

 

Total adjusting items

 

(2.28

)

(12.20

)

(1.90

)

(16.69

)

Total operating costs, as adjusted (2)

 

$

27.69

 

$

33.18

 

$

29.20

 

$

37.16

 

 


(2)    Represents lease operating, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in reconciliation above.

 

13



 

HALCÓN RESOURCES CORPORATION

SELECTED ITEM REVIEW AND RECONCILIATION (Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended December 31,

 

Years Ended December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

As Reported:

 

 

 

 

 

 

 

 

 

Net income (loss) available to common stockholders, as reported

 

$

(415,347

)

$

(8,041

)

$

(1,233,407

)

$

(142,330

)

Non-cash preferred dividend

 

 

 

 

88,445

 

Series A preferred dividends

 

4,959

 

 

10,745

 

 

Net income (loss)

 

(410,388

)

(8,041

)

(1,222,662

)

(53,885

)

 

 

 

 

 

 

 

 

 

 

Impact of Selected Items:

 

 

 

 

 

 

 

 

 

Unrealized loss (gain) on derivatives contracts:

 

 

 

 

 

 

 

 

 

Crude oil

 

$

(13,502

)

$

8,936

 

$

9,606

 

$

11,606

 

Natural gas

 

3,273

 

146

 

544

 

2,117

 

Interest rate

 

 

 

 

(518

)

Total mark-to-market non-cash charge

 

(10,229

)

9,082

 

10,150

 

13,205

 

Impairment charges

 

238,873

 

 

1,444,100

 

 

Deferred financing costs expensed, net(1)

 

955

 

 

1,846

 

 

Recapitalization expenditures(2)

 

 

 

 

21,980

 

Restructuring

 

3,964

 

674

 

4,471

 

2,406

 

Acquisition and merger transaction costs and other

 

3,336

 

19,882

 

5,921

 

41,294

 

Selected items, before income taxes

 

236,899

 

29,638

 

1,466,488

 

78,885

 

Income tax effect of selected items(3)

 

177,574

 

(11,074

)

(182,888

)

(28,951

)

Selected items, net of tax

 

414,473

 

18,564

 

1,283,600

 

49,934

 

 

 

 

 

 

 

 

 

 

 

As Adjusted:

 

 

 

 

 

 

 

 

 

Net income (loss) available to common stockholders, excluding selected items

 

$

4,085

 

$

10,523

 

$

60,938

 

$

(3,951

)

Interest on convertible debt, net

 

 

 

6,724

 

 

Net income (loss) available to common stockholders after assumed conversions, excluding selected items(4)

 

$

4,085

 

$

10,523

 

$

67,662

 

$

(3,951

)

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per common share, as reported

 

$

(1.01

)

$

(0.04

)

$

(3.25

)

$

(0.91

)

Impact of selected items

 

1.02

 

0.08

 

3.41

 

0.88

 

Basic net income (loss) per common share, excluding selected items(4)

 

$

0.01

 

$

0.04

 

$

0.16

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share, as reported

 

$

(1.01

)

$

(0.04

)

$

(3.25

)

$

(0.91

)

Impact of selected items

 

1.02

 

0.06

 

3.40

 

0.88

 

Diluted net income (loss) per common share, excluding selected items(4)(5)

 

$

0.01

 

$

0.02

 

$

0.15

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

102,319

 

$

82,482

 

$

493,924

 

$

84,360

 

Changes in working capital, net of acquisitions

 

48,700

 

(39,843

)

63,878

 

(29,474

)

Cash flow from operations before changes in working capital

 

151,019

 

42,639

 

557,802

 

54,886

 

Cash components of selected items

 

6,464

 

20,556

 

9,556

 

57,366

 

Income tax effect of selected items

 

(2,318

)

(7,690

)

(3,455

)

(21,052

)

Cash flow from operations before changes in working capital, adjusted for selected items(4)

 

$

155,165

 

$

55,505

 

$

563,903

 

$

91,200

 

 


(1)         Represents charges related to the write-off of debt issuance costs associated with decreases in the Company’s borrowing base under its senior revolving credit facility.

(2)         Represents costs related to the recapitalization, change in control and credit facility refinancing.

(3)         For the 2013 columns, this represents tax impact using an estimated tax rate of 36.16%. These columns are also adjusted for $84.5 million (year-to-date) and $0.4 million (quarter-to-date) associated with the writeoff of goodwill which is non-deductible for income tax purposes and a $262.8 million adjustment for the change in valuation allowance.

(4)         Net income (loss) and earnings per share excluding selected items and cash flow from operations before changes in working capital adjusted for selected items are non-GAAP measures. These financial measures are presented based on management’s belief that they will enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods.  These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flow from operations, as defined by GAAP.  These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Halcón’s performance.

(5)         The impact of selected items for the three months and year ended December 31, 2013 was calculated based upon weighted average diluted shares of 412.3 million and 457.3 million, respectively, due to the net income available to common stockholders, excluding selected items.

 

14