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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



8

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



9