Attached files
file | filename |
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8-K/A - 8-K/A - Diamondback Energy, Inc. | a20148kacquisitions.htm |
EX-99.2 - EXHIBIT - Diamondback Energy, Inc. | exhibit99_2limerockpropert.htm |
EX-23.1 - EXHIBIT - Diamondback Energy, Inc. | exhibit231consentofweaverl.htm |
EX-99.1 - EXHIBIT - Diamondback Energy, Inc. | exhibit99_1henrygroupfinal.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On February 27 and 28, 2014, Diamondback Energy, Inc. completed the acquisition of certain oil and natural gas properties from Henry Resources, LLC and certain of its affiliates (the “Henry Group Properties” or the “Henry Group”) and from Lime Rock Resources II-A, L.P. and an affiliate (the “Lime Rock Properties” or “Lime Rock”), respectively. The following unaudited pro forma condensed combined financial information and related notes are based on the historical financial statements of Diamondback Energy, Inc. and Subsidiaries (“Diamondback” or the “Company,” and also referred to as “we,” “us” or “our”), the Henry Group Properties and the Lime Rock Properties, and have been prepared to give effect to the acquisitions.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 presented below has been prepared based on Diamondback’s historical audited statement of operations for such period, and was prepared as if the Henry Group and Lime Rock acquisitions had occurred on January 1, 2013. The unaudited pro forma combined balance sheet at December 31, 2013 presented below was prepared based on Diamondback’s historical audited consolidated balance sheet at December 31, 2013, and was prepared as if the Henry Group and Lime Rock acquisitions had occurred on December 31, 2013.
The accompanying unaudited pro forma condensed combined financial statements are based on assumptions and include adjustments as explained in the notes thereto. Certain information (including substantial footnote disclosures) included in our annual historical financial statements has been excluded in these unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had the acquisitions been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations or financial condition.
The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of Diamondback included in our Annual Report on Form 10-K for the year ended December 31, 2013 as well as Henry Group’s audited historical carve-out financial statements and accompanying notes for the year ended December 31, 2013 and Lime Rock’s audited historical carve-out financial statements and accompanying notes for the year ended December 31, 2013, included as Exhibit 99.1 and 99.2, respectively, in this Current Report on Form 8-K/A.
1
Diamondback Energy, Inc. and Subsidiaries | ||||||||||||||||||||
Unaudited Pro Forma Condensed Combined Balance Sheet | ||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||
Diamondback | Henry Group | Lime Rock | ||||||||||||||||||
Historical | Properties | Properties(1) | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||||
(In thousands, except par values and share data) | ||||||||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 15,555 | $ | — | $ | — | $ | 208,644 | (a) | $ | 19,040 | |||||||||
(292,159 | ) | (b) | ||||||||||||||||||
87,000 | (c) | |||||||||||||||||||
Accounts receivable - joint interest and other | 14,437 | — | — | — | 14,437 | |||||||||||||||
Accounts receivable - oil and natural gas sales | 23,533 | 3,183 | 2,182 | (5,365 | ) | (b) | 23,533 | |||||||||||||
Accounts receivable - related party | 1,303 | — | — | — | 1,303 | |||||||||||||||
Inventories | 5,631 | — | — | — | 5,631 | |||||||||||||||
Deferred income taxes | 112 | — | — | — | 112 | |||||||||||||||
Derivative instruments | 213 | — | — | — | 213 | |||||||||||||||
Prepaid expenses and other | 1,184 | — | 615 | (615 | ) | (b) | 1,184 | |||||||||||||
Total current assets | 61,968 | 3,183 | 2,797 | (2,495 | ) | 65,453 | ||||||||||||||
Property and equipment | ||||||||||||||||||||
Oil and natural gas properties, based on the full cost method of accounting ($369,561 excluded from amortization at December 31, 2013) | 1,648,360 | 139,873 | 112,793 | 40,751 | (b) | 1,941,777 | ||||||||||||||
Pipeline and gas gathering assets | 6,142 | — | — | — | 6,142 | |||||||||||||||
Other property and equipment | 4,071 | — | — | — | 4,071 | |||||||||||||||
Accumulated depletion, depreciation, amortization and impairment | (212,236 | ) | (33,642 | ) | (41,684 | ) | 75,326 | (b) | (212,236 | ) | ||||||||||
1,446,337 | 106,231 | 71,109 | 116,077 | 1,739,754 | ||||||||||||||||
Derivative instruments | 218 | — | — | — | 218 | |||||||||||||||
Deferred income taxes | — | — | 137 | (137 | ) | (b) | — | |||||||||||||
Other assets | 13,091 | — | — | — | 13,091 | |||||||||||||||
Total assets | $ | 1,521,614 | $ | 109,414 | $ | 74,043 | $ | 113,445 | $ | 1,818,516 | ||||||||||
Liabilities and Stockholders’ Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable-trade | $ | 2,679 | $ | 2,354 | $ | 1,547 | $ | (3,901 | ) | (b) | $ | 2,679 | ||||||||
Accounts payable-related party | 17 | — | — | — | 17 | |||||||||||||||
Accrued capital expenditures | 74,649 | — | — | — | 74,649 | |||||||||||||||
Other accrued liabilities | 34,750 | 86 | 100 | (186 | ) | (b) | 34,750 | |||||||||||||
Revenues and royalties payable | 9,225 | — | — | — | 9,225 | |||||||||||||||
Derivative instruments | — | 59 | — | (59 | ) | (b) | — | |||||||||||||
Total current liabilities | 121,320 | 2,499 | 1,647 | (4,146 | ) | 121,320 | ||||||||||||||
Long-term debt | 460,000 | — | 44,500 | (44,500 | ) | (b) | 547,000 | |||||||||||||
87,000 | (c) | |||||||||||||||||||
Asset retirement obligations | 2,989 | 1,353 | 855 | (950 | ) | (b) | 4,247 | |||||||||||||
Deferred income taxes | 91,764 | 587 | — | (587 | ) | (b) | 91,764 | |||||||||||||
Total liabilities | 676,073 | 4,439 | 47,002 | 36,817 | 764,331 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 47,106,216 issued and outstanding at December 31, 2013 | 471 | — | — | 35 | (a) | 506 | ||||||||||||||
Additional paid-in capital | 842,557 | — | — | 208,609 | (a) | 1,051,166 | ||||||||||||||
Retained earnings | 2,513 | — | — | — | 2,513 | |||||||||||||||
Net Investment | — | 104,975 | 27,041 | (132,016 | ) | (b) | — | |||||||||||||
Total stockholders’ equity and net investment | 845,541 | 104,975 | 27,041 | 76,628 | 1,054,185 | |||||||||||||||
Total liabilities, stockholders’ equity and net investment | $ | 1,521,614 | $ | 109,414 | $ | 74,043 | $ | 113,445 | $ | 1,818,516 |
(1 | ) | The amounts presented above include reclassification adjustments to convert the basis of accounting for oil and natural gas properties from successful efforts to full cost method. Refer to Note 3 below for further discussion. | |||
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements |
2
Diamondback Energy, Inc. and Subsidiaries | ||||||||||||||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations | ||||||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||
Diamondback | Henry Group | Lime Rock | ||||||||||||||||||
Historical | Properties | Properties(1) | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||
Revenues: | ||||||||||||||||||||
Oil and gas revenues | $ | 200,772 | $ | 39,166 | $ | 25,490 | $ | 1,377 | (aa) | $ | 266,805 | |||||||||
Oil and gas revenues - related party | 7,230 | — | — | 7,230 | ||||||||||||||||
Total revenues | 208,002 | 39,166 | 25,490 | 1,377 | 274,035 | |||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Lease operating expenses(2) | 19,991 | 5,050 | 3,064 | 164 | (aa) | 28,269 | ||||||||||||||
Lease operating expenses - related party | 1,166 | — | — | — | 1,166 | |||||||||||||||
Production and ad valorem taxes(2) | 12,399 | 2,411 | 1,480 | 23 | (aa) | 16,313 | ||||||||||||||
Production and ad valorem taxes - related party | 500 | — | — | — | 500 | |||||||||||||||
Gathering and transportation | 237 | — | — | — | 237 | |||||||||||||||
Gathering and transportation - related party | 681 | — | — | — | 681 | |||||||||||||||
Depreciation, depletion and amortization | 66,597 | 12,586 | 8,418 | (6,673 | ) | (bb) | 80,928 | |||||||||||||
General and administrative expenses | 9,870 | 1,869 | 224 | — | 11,963 | |||||||||||||||
General and administrative expenses - related party | 1,166 | — | — | — | 1,166 | |||||||||||||||
Asset retirement obligation accretion expense | 201 | 70 | 46 | (18 | ) | (cc) | 299 | |||||||||||||
Total costs and expenses | 112,808 | 21,986 | 13,232 | (6,504 | ) | 141,522 | ||||||||||||||
Income from operations | 95,194 | 17,180 | 12,258 | 7,881 | 132,513 | |||||||||||||||
Other income (expense) | ||||||||||||||||||||
Interest income | 1 | — | — | — | 1 | |||||||||||||||
Interest expense | (8,059 | ) | — | (1,308 | ) | 1,308 | (dd) | (10,542 | ) | |||||||||||
(2,483 | ) | (ee) | ||||||||||||||||||
Other income - related party | 1,077 | — | — | — | 1,077 | |||||||||||||||
Loss on derivative instruments, net | (1,872 | ) | (512 | ) | — | 512 | (ff) | (1,872 | ) | |||||||||||
Total other income (expense), net | (8,853 | ) | (512 | ) | (1,308 | ) | (663 | ) | (11,336 | ) | ||||||||||
Income before income taxes | 86,341 | 16,668 | 10,950 | 7,218 | 121,177 | |||||||||||||||
Provision for income taxes | ||||||||||||||||||||
Current | 191 | 169 | 107 | (276 | ) | (gg) | 191 | |||||||||||||
Deferred | 31,563 | — | — | 2,000 | (hh) | 33,563 | ||||||||||||||
Net income | $ | 54,587 | $ | 16,499 | $ | 10,843 | $ | 5,494 | $ | 87,423 | ||||||||||
Earnings per common share | ||||||||||||||||||||
Basic | $ | 1.30 | ||||||||||||||||||
Diluted | $ | 1.29 | ||||||||||||||||||
Weighted average common shares outstanding | ||||||||||||||||||||
Basic | 42,015 | |||||||||||||||||||
Diluted | 42,255 |
(1 | ) | The amounts presented above include reclassification adjustments to convert the basis of accounting for oil and natural gas properties from successful efforts to full cost method. Refer to Note 3 below for further discussion. | |||
(2) | Reclassification of ad valorem taxes from lease operating expenses to the production and ad valorem taxes were made to conform to Diamondback’s financial statement presentation. Refer to Note 3 below for further discussion. | ||||
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements |
3
Diamondback Energy, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. DESCRIPTION OF THE TRANSACTIONS
On February 27 and 28, 2014 Diamondback completed the acquisitions of certain oil and natural gas interests from Henry Group and Lime Rock. The acquisitions were funded with the net proceeds from an underwritten public offering of Diamondback common stock completed on February 26, 2014 and borrowings under the Diamondback revolving credit facility (the “Borrowing”).
We refer to the acquisitions of certain oil and natural gas interests from Henry Group and Lime Rock and the Borrowing as the “Transaction.”
2. BASIS OF PRESENTATION
The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States (GAAP) and were derived based on the historical financial statements of Diamondback and the carve-out financial statements of Henry Group and Lime Rock after giving effect to the Transaction and after applying the reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements have adjusted the Lime Rock oil and natural gas properties accounted for under the successful efforts method to the full cost method. The unaudited pro forma condensed combined balance sheet as of December 31, 2013 is presented as if the Transaction had occurred on December 31, 2013. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 is presented as if the Transaction had occurred on January 1, 2013.
The unaudited pro forma condensed combined financial statements are presented for information purposes only and are not intended to reflect the results of operations or financial position of the combined company that would have resulted had the Transaction been effective during the period presented or the results that may be obtained by the combined company in the future. Additionally, the unaudited pro forma condensed combined financial statements should be read in conjunction with the historical audited consolidated financial statements and accompanying notes of Diamondback included in our Annual Report on Form 10-K for the year ended December 31, 2013 as well as Henry Group’s historical audited carve-out financial statements and accompanying notes for the year ended December 31, 2013 and Lime Rock’s historical audited carve-out financial statements and accompanying notes for the year ended December 31, 2013, included as Exhibit 99.1 and 99.2, respectively, in this Current Report on Form 8-K/A.
4
Diamondback Energy, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements - (Continued)
3. RECLASSIFICATIONS
Reclassification of ad valorem taxes from lease operating expenses to the production and ad valorem taxes were made to conform to Diamondback’s financial statement presentation. For the Henry Group Properties a reclassification of $661,000 was made from lease operating expense to production and ad valorem taxes. For the Lime Rock Properties a reclassification of $434,000 was made from lease operating expense to production and ad valorem taxes.
Reclassification adjustments have been made in the presentation of Lime Rock's historical amounts to convert the oil and natural gas properties accounted for under the successful efforts method to the full cost method.
LIME ROCK PROPERTIES | ||||||||||||
CARVE-OUT STATEMENT OF ASSETS, LIABILITIES, AND NET INVESTMENT | ||||||||||||
DECEMBER 31, 2013 | ||||||||||||
Lime Rock | As Presented in Unaudited | |||||||||||
Properties | Reclassification Adjustments | Condensed Combined Balance Sheet | ||||||||||
(In thousands) | ||||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Accounts receivable | 2,182 | — | 2,182 | |||||||||
Drilling prepayments | 615 | (615 | ) | (a) | — | |||||||
Prepaid expenses and other | — | 615 | (a) | 615 | ||||||||
Total current assets | 2,797 | — | 2,797 | |||||||||
Property and equipment | ||||||||||||
Oil and natural gas properties, based on the full cost method of accounting | — | 112,793 | (b) | 112,793 | ||||||||
Other property and equipment | — | — | — | |||||||||
Accumulated depletion, depreciation, amortization and impairment | — | (41,684 | ) | (b) | (41,684 | ) | ||||||
— | 71,109 | 71,109 | ||||||||||
Oil and Gas Properties (successful efforts method) | ||||||||||||
Proved properties | 106,484 | (106,484 | ) | (b) | — | |||||||
Lease and well equipment | 6,308 | (6,308 | ) | (b) | — | |||||||
Accumulated depletion, depreciation, amortization | (16,216 | ) | 16,216 | (b) | ||||||||
96,576 | (96,576 | ) | — | |||||||||
Deferred tax asset | — | 137 | (b) | 137 | ||||||||
Total assets | $ | 99,373 | $ | (25,330 | ) | $ | 74,043 | |||||
Liabilities and Net Investment | ||||||||||||
Current liabilities: | ||||||||||||
Related party payables | $ | 1,547 | $ | (1,547 | ) | (a) | $ | — | ||||
Accounts payable - trade | — | 1,547 | (a) | 1,547 | ||||||||
Margin tax liability | 100 | (100 | ) | (a) | — | |||||||
Other accrued liabilities | — | 100 | (a) | 100 | ||||||||
Total current liabilities | 1,647 | — | 1,647 | |||||||||
Asset retirement obligations | 855 | — | 855 | |||||||||
Notes payable | 44,500 | — | 44,500 | |||||||||
Deferred income taxes | 104 | (104 | ) | (b) | — | |||||||
Total liabilities | 47,106 | (104 | ) | 47,002 | ||||||||
Net Investment | 52,267 | (25,226 | ) | (b) | 27,041 | |||||||
Total liabilities and net investment | $ | 99,373 | $ | (25,330 | ) | $ | 74,043 |
(a) | These reclassifications were made to conform to Diamondback’s presentation. | |
(b) | These adjustments are necessary to convert the method of accounting for oil and natural gas properties from successful efforts to full cost. Accordingly, all costs incurred in the acquisition, exploration and development of proved oil and natural gas properties, including the costs of abandoned properties, dry holes, geophysical costs and annual lease rentals are capitalized. The conversion to full cost has resulted in a deferred tax asset. |
5
Diamondback Energy, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements - (Continued)
LIME ROCK PROPERTIES | ||||||||||||
CARVE-OUT STATEMENT OF REVENUES AND EXPENSES | ||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | ||||||||||||
Lime Rock | As Presented in Unaudited | |||||||||||
Properties | Reclassification Adjustments | Condensed Combined Statement of Operations | ||||||||||
(In thousands) | ||||||||||||
Revenues: | ||||||||||||
Oil and gas revenues | $ | 25,490 | $ | — | $ | 25,490 | ||||||
Total revenues | 25,490 | — | 25,490 | |||||||||
Costs and expenses: | ||||||||||||
Lease operating expenses | 3,498 | (434 | ) | (a) | 3,064 | |||||||
Production and ad valorem taxes | 1,046 | 434 | (a) | 1,480 | ||||||||
Depreciation, depletion and amortization | 11,730 | (3,312 | ) | (b) | 8,418 | |||||||
General and administrative expenses | 224 | — | 224 | |||||||||
Asset retirement obligation accretion expense | 46 | — | 46 | |||||||||
Total costs and expenses | 16,544 | (3,312 | ) | 13,232 | ||||||||
Income from operations | 8,946 | 3,312 | 12,258 | |||||||||
Other income (expense) | ||||||||||||
Interest income | — | — | — | |||||||||
Interest expense | (1,308 | ) | — | (1,308 | ) | |||||||
Total other income (expense), net | (1,308 | ) | — | (1,308 | ) | |||||||
Income before income taxes | 7,638 | 3,312 | 10,950 | |||||||||
Provision for income taxes | ||||||||||||
Current | 87 | 20 | (b) | 107 | ||||||||
Net income | $ | 7,551 | $ | 3,292 | $ | 10,843 |
(a) | These reclassifications were made to conform to Diamondback’s presentation. | |
(b) | These adjustments are necessary to convert the method of accounting for oil and natural gas properties from successful efforts to full cost. Accordingly, all costs incurred in the acquisition, exploration and development of proved oil and natural gas properties, including the costs of abandoned properties, dry holes, geophysical costs and annual lease rentals are capitalized. The conversion to full cost has resulted in a deferred tax asset. | |
6
Diamondback Energy, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements - (Continued)
4. PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial statements. Such information does not purport to be indicative of the results of operations or financial position that actually would have resulted had the Transaction occurred on the date indicated, nor is it indicative of the results that may be expected in future periods. The pro forma adjustments are based upon information and assumptions available at the time of filing the Current Report on Form 8-K/A to which these unaudited pro forma condensed combined financial statements are an exhibit.
(a) | On February 26, 2014, Diamondback closed an underwritten public offering of an aggregate 3,450,000 shares of its common stock at a price to the public of $62.67 per share. Diamondback received net proceeds of approximately $208.6 million and used the net proceeds to fund the Transaction. | |||||
(b) | To eliminate the assets, liabilities and net investment not acquired or assumed in the Transaction, to record the Transaction for $292.2 million in cash, and to allocate the purchase price to the assets acquired and liabilities assumed. The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and, therefore, subject to change. Any future adjustments to the allocation of the purchase price are not expected to have a material effect on Diamondback’s financial condition, results of operations or cash flows. | |||||
The allocation of the purchase price of the Transaction to the fair value of the assets acquired and liabilities assumed is as follows: | ||||||
(in thousands) | ||||||
Proved oil and natural gas properties | $ | 170,174 | ||||
Unevaluated oil and natural gas properties | 123,243 | |||||
Asset retirement obligations | (1,258 | ) | ||||
Total fair value of net assets | $ | 292,159 | ||||
(c) | Reflects borrowings under Diamondback’s revolving credit facility to fund the Transaction. | |||||
(aa) | These pro forma adjustments include immaterial amounts attributable to the acquisition of oil and natural gas interests from working interest owners with de minimis interests. | |||||
(bb) | Reflects depletion, depreciation and amortization of oil and natural gas properties associated with the Transaction recorded on a combined basis under the full cost method. Costs associated with evaluated properties are amortized using a unit-of-production basis under the full cost method of accounting. | |||||
(cc) | Reflects accretion of discount on asset retirement obligations associated with the Transaction recorded on a combined basis. | |||||
(dd) | Reflects the elimination of interest expense from Lime Rock as the associated debt was not assumed in the Transaction. | |||||
(ee) | Reflects estimated interest expense associated with borrowings under Diamondback’s revolving credit agreement to fund the purchase price of the Transaction. | |||||
Diamondback is subject to market risk exposure related to changes in interest rates on our indebtedness under our revolving credit facility. The terms of our revolving credit facility provide for interest on borrowings at a floating rate equal to prime, LIBOR or federal funds rate plus margins ranging from 0.5% to 2.50% depending on the base rate used and the amount of the loan outstanding in relation to the borrowing base. An increase or decrease of 1% in the interest rate would have a corresponding decrease or increase in our pro forma interest expense of approximately $870,000 based on the $87,000,000 borrowed in conjunction with the Transaction. | ||||||
(ff) | Reflects the elimination of loss on derivatives from Henry Group as the associated derivative contracts were not assumed in the Transaction. | |||||
(gg) | Reflects the elimination of current income tax provision from Lime Rock as the income tax provision is calculated on a combined basis as reflected in adjustment (hh). | |||||
(hh) | Reflects estimated incremental income tax provision associated with the additional operating income from the Transaction and the pro forma adjustments using Diamondback’s effective tax rate for 2013 of 36.8%. This rate is inclusive of federal and state income taxes. |
7
Diamondback Energy, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements - (Continued)
4. SUPPLEMENTAL PRO FORMA COMBINED OIL AND GAS RESERVE AND STANDARDIZED MEASURE INFORMATION (Unaudited)
The following table sets forth unaudited pro forma information with respect to Diamondback’s estimated proved reserves, including changes therein, and proved developed and proved undeveloped reserves for the year ended December 31, 2013, giving effect to the Transaction as if it had occurred on January 1, 2013. The estimates of reserves attributable to the Transaction may include development plans for those properties which are different from those that the Company will ultimately implement. Reserve estimates are inherently imprecise, require extensive judgments of reservoir engineering data and are generally less precise than estimates made in connection with financial disclosures.
Diamondback Historical | Henry Group Historical | Lime Rock Historical | Total Pro Forma | |||||||||||||||||||||||||||||||||
Natural Gas | Natural Gas | Natural Gas | Natural Gas | |||||||||||||||||||||||||||||||||
Oil | Liquids | Natural Gas | Oil | Liquids | Natural Gas | Oil | Liquids | Natural Gas | Oil | Liquids | Natural Gas | |||||||||||||||||||||||||
(Bbls) | (Bbls) | (Mcf) | (Bbls) | (Bbls) | (Mcf) | (Bbls) | (Bbls) | (Mcf) | (Bbls) | (Bbls) | (Mcf) | |||||||||||||||||||||||||
Proved Developed and Undeveloped Reserves: | ||||||||||||||||||||||||||||||||||||
As of January 1, 2013 | 26,196,859 | 8,251,429 | 34,570,148 | 3,223,340 | — | 6,987,738 | 2,344,582 | 514,807 | 2,115,741 | 31,764,781 | 8,766,236 | 43,673,627 | ||||||||||||||||||||||||
Extensions and discoveries | 17,041,744 | 4,597,856 | 24,184,540 | 33,996 | — | 64,528 | — | — | — | 17,075,740 | 4,597,856 | 24,249,068 | ||||||||||||||||||||||||
Revisions of previous estimates | (5,943,164 | ) | (3,455,306 | ) | (5,786,180 | ) | 138,164 | — | 1,491,399 | (115,373 | ) | (141,326 | ) | 478,102 | (5,920,373 | ) | (3,596,632 | ) | (3,816,679 | ) | ||||||||||||||||
Purchase of reserves in place | 7,328,162 | 1,672,824 | 10,441,485 | — | — | — | — | — | — | 7,328,162 | 1,672,824 | 10,441,485 | ||||||||||||||||||||||||
Production | (2,022,749 | ) | (361,079 | ) | (1,730,497 | ) | (373,884 | ) | — | (689,297 | ) | (245,726 | ) | — | (453,024 | ) | (2,642,359 | ) | (361,079 | ) | (2,872,818 | ) | ||||||||||||||
As of December 31, 2013 | 42,600,852 | 10,705,724 | 61,679,496 | 3,021,616 | — | 7,854,368 | 1,983,483 | 373,481 | 2,140,819 | 47,605,951 | 11,079,205 | 71,674,683 | ||||||||||||||||||||||||
Proved Developed Reserves: | ||||||||||||||||||||||||||||||||||||
December 31, 2013 | 19,789,965 | 4,973,493 | 31,428,756 | 2,647,251 | — | 7,112,044 | 1,769,687 | 338,935 | 1,944,738 | 24,206,903 | 5,312,428 | 40,485,538 | ||||||||||||||||||||||||
Proved Undeveloped Reserves: | ||||||||||||||||||||||||||||||||||||
December 31, 2013 | 22,810,887 | 5,732,231 | 30,250,740 | 374,365 | — | 742,324 | 213,795 | 34,546 | 196,080 | 23,399,047 | 5,766,777 | 31,189,144 |
The following pro forma standardized measure of the discounted net future cash flows and changes applicable to proved reserves reflect the effect of income taxes assuming the Transaction had been subject to federal income tax at a rate of 35%. The future net cash flows are based on a 10% annual discount rate. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to Diamondback. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary.
Diamondback | Henry Group | Lime Rock | Pro Forma | Pro Forma as | ||||||||||||||||
Historical | Historical | Historical | Adjustments | Adjusted | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Future cash inflows | $ | 4,604,241 | $ | 333,836 | $ | 206,964 | $ | — | $ | 5,145,041 | ||||||||||
Future development costs | (517,075 | ) | (10,118 | ) | (5,383 | ) | — | (532,576 | ) | |||||||||||
Future production costs | (1,125,291 | ) | (136,274 | ) | (84,021 | ) | — | (1,345,586 | ) | |||||||||||
Future income tax expenses | (674,260 | ) | (2,337 | ) | — | (55,417 | ) | (732,014 | ) | |||||||||||
Future net cash flows | 2,287,615 | 185,107 | 117,560 | (55,417 | ) | 2,534,865 | ||||||||||||||
10% discount to reflect timing of cash flows | (1,311,976 | ) | (77,845 | ) | (46,700 | ) | 23,862 | (1,412,659 | ) | |||||||||||
Standardized measure of discounted future net cash flows | $ | 975,639 | $ | 107,262 | $ | 70,860 | $ | (31,555 | ) | $ | 1,122,206 |
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Diamondback Energy, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements - (Continued)
The changes in Diamondback’s pro forma standardized measure of discounted estimated future net cash flows were as follows for 2013:
Diamondback | Henry Group | Lime Rock | Pro Forma | Pro Forma as | ||||||||||||||||
Historical | Historical | Historical | Adjustments | Adjusted | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Standardized measure of discounted future net cash flows at the beginning of the period | $ | 367,220 | $ | 100,858 | $ | 78,080 | $ | — | $ | 546,158 | ||||||||||
Sales of oil and natural gas, net of production costs | (173,946 | ) | (31,706 | ) | (20,946 | ) | — | (226,598 | ) | |||||||||||
Purchase of minerals in place | 305,109 | — | — | — | 305,109 | |||||||||||||||
Extensions and discoveries, net of future development costs | 552,450 | 186 | — | — | 552,636 | |||||||||||||||
Previously estimated development costs incurred during the period | 76,631 | 16,105 | 12,085 | — | 104,821 | |||||||||||||||
Net changes in prices and production costs | 51,828 | 13,990 | 1,443 | — | 67,261 | |||||||||||||||
Changes in estimated future development costs | (5,822 | ) | 389 | 336 | — | (5,097 | ) | |||||||||||||
Revisions of previous quantity estimates | (126,993 | ) | 9,685 | (4,357 | ) | — | (121,665 | ) | ||||||||||||
Accretion of discount | 57,988 | 10,197 | 7,907 | — | 76,092 | |||||||||||||||
Net change in income taxes | (168,570 | ) | (78 | ) | 113 | (31,555 | ) | (200,090 | ) | |||||||||||
Net changes in timing of production and other | 39,744 | (12,364 | ) | (3,801 | ) | — | 23,579 | |||||||||||||
Standardized measure of discounted future net cash flows at the end of the period | $ | 975,639 | $ | 107,262 | $ | 70,860 | $ | (31,555 | ) | $ | 1,122,206 |
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