Attached files

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8-K - 8-K - WARREN RESOURCES INCa14-21065_18k.htm
EX-23.1 - EX-23.1 - WARREN RESOURCES INCa14-21065_1ex23d1.htm
EX-23.2 - EX-23.2 - WARREN RESOURCES INCa14-21065_1ex23d2.htm
EX-99.3 - EX-99.3 - WARREN RESOURCES INCa14-21065_1ex99d3.htm
EX-99.2 - EX-99.2 - WARREN RESOURCES INCa14-21065_1ex99d2.htm
EX-23.4 - EX-23.4 - WARREN RESOURCES INCa14-21065_1ex23d4.htm
EX-23.3 - EX-23.3 - WARREN RESOURCES INCa14-21065_1ex23d3.htm

Exhibit 99.1

 

CITRUS ENERGY CORPORATION

 

CONSOLIDATED FINANCIAL STATEMENTS

 

THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

 



 

CITRUS ENERGY CORPORATION

 

TABLE OF CONTENTS

 

 

Page

 

 

CONSOLIDATED BALANCE SHEETS

1-2

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

3

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

4

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

5

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6-12

 



 

CITRUS ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

 

 

 

Unaudited
June 30, 2014

 

December 31,
2013

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

13,648

 

$

159,247

 

Restricted certificates of deposit

 

810,000

 

810,000

 

Oil and gas revenue receivables

 

10,524,729

 

15,338,776

 

Oil and gas joint interest billings

 

1,534,077

 

4,133,038

 

Deferred financing costs

 

961,965

 

1,011,965

 

Deferred gathering fees

 

2,033,256

 

1,841,223

 

Other current assets

 

1,148,150

 

380,956

 

Total current assets

 

17,025,825

 

23,675,205

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, at cost

 

 

 

 

 

Oil and gas properties, successful efforts method

 

269,726,781

 

249,226,273

 

Other property and equipment

 

663,176

 

646,167

 

Total property and equipment

 

270,389,957

 

249,872,440

 

Less accumulated depreciation, depletion, amortization and impairment

 

(71,750,938

)

(55,310,750

)

Net property and equipment

 

198,639,019

 

194,561,690

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Deferred financing costs and other assets

 

2,796,306

 

3,273,121

 

Deferred gathering fees

 

9,961,076

 

11,219,053

 

Advances to stockholder and employee

 

355,929

 

365,044

 

Total other assets

 

13,113,311

 

14,857,218

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

228,778,155

 

$

233,094,113

 

 

The accompanying notes are an integral part

of these financial statements.

 

1



 

CITRUS ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

 

(CONTINUED)

 

 

 

Unaudited
June 30, 2014

 

December 31,
2013

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

7,533,363

 

$

12,362,967

 

Oil and gas revenue payable

 

12,819,133

 

17,168,028

 

Accrued interest and other expenses

 

1,845,028

 

3,605,836

 

Current portion of term loan credit facility

 

4,143,750

 

2,681,250

 

Derivative contracts

 

2,702,556

 

1,888,702

 

Deferred gathering fees payable

 

2,508,780

 

2,671,341

 

Accrued project incentive awards

 

8,280,620

 

 

Advances from joint interest owners

 

262,437

 

799,109

 

Total current liabilities

 

40,095,667

 

41,177,233

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

Revolving loan credit facilities

 

19,000,000

 

14,000,000

 

Term loan credit facility, net of current portion

 

184,110,638

 

185,853,868

 

Deferred gathering fees payable

 

4,145,830

 

5,294,445

 

Overpayment of joint interest billing

 

1,145,706

 

1,145,706

 

Accrued project incentive awards

 

 

11,957,281

 

Total liabilities

 

248,497,841

 

259,428,533

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note E)

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Common stock, no par value, 30 shares issued and outstanding

 

25,950

 

25,950

 

Accumulated deficit

 

(19,975,151

)

(26,589,885

)

Total Citrus Energy Corporation stockholders’ deficit

 

(19,949,201

)

(26,563,935

)

Non-controlling interests

 

229,960

 

229,515

 

Total equity

 

(19,719,686

)

(26,334,420

)

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

228,778,155

 

$

233,094,113

 

 

The accompanying notes are an integral part

of these financial statements.

 

2



 

CITRUS ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

UNAUDITED

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

REVENUE, GAINS AND LOSSES

 

 

 

 

 

 

 

 

 

Oil and gas revenue

 

$

21,565,411

 

$

11,986,342

 

$

47,556,243

 

$

23,943,341

 

Gain (Loss) on derivative contracts

 

(118,929

)

3,257,222

 

(3,828,192

)

2,896,645

 

Other income

 

120,500

 

82,203

 

214,200

 

152,727

 

Total revenue, gains and losses

 

21,566,982

 

15,325,767

 

43,942,251

 

26,992,713

 

 

 

 

 

 

 

 

 

 

 

EXPENSES AND OTHER CHARGES

 

 

 

 

 

 

 

 

 

Oil and gas production expense:

 

 

 

 

 

 

 

 

 

Gas gathering, transportation and compression fees

 

3,007,625

 

1,025,532

 

6,132,374

 

2,310,889

 

Amortization of deferred gathering fees

 

464,765

 

427,815

 

929,530

 

750,454

 

Lease operating expense

 

501,314

 

169,540

 

891,425

 

458,187

 

Workovers

 

688,586

 

 

1,609,738

 

 

Other

 

274,156

 

(22,019

)

580,162

 

146,828

 

Expiration and impairment of unproved properties

 

 

703,000

 

 

1,173,000

 

Depletion, depreciation and amortization

 

8,106,457

 

5,060,825

 

16,440,188

 

10,426,194

 

General and administrative expense

 

1,213,396

 

844,164

 

2,760,993

 

1,788,651

 

Deferred compensation

 

(3,712,903

)

1,441,534

 

(3,369,903

)

2,883,069

 

Interest expense

 

5,414,070

 

2,178,211

 

10,903,455

 

4,506,596

 

Total expenses and other charges

 

15,957,466

 

11,828,602

 

36,877,962

 

24,443,868

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

5,609,516

 

3,497,165

 

7,064,289

 

2,548,845

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to non-controlling interests

 

(445

)

398,781

 

(445

)

793,302

 

 

 

 

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO CITRUS ENERGY CORPORATION

 

$

5,609,961

 

$

3,098,384

 

$

7,064,734

 

$

1,755,543

 

 

 

 

 

 

 

 

 

 

 

Income per share

 

$

186,999

 

$

103,279

 

$

235,491

 

$

58,518

 

 

The accompanying notes are an integral part

of these financial statements.

 

3



 

CITRUS ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2014

 

UNAUDITED

 

 

 

Citrus Energy Corporation Stockholders

 

Non-

 

 

 

 

 

Common Stock

 

Accumulated

 

controlling

 

 

 

 

 

Shares

 

Amount

 

Deficit

 

Interests

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2013

 

30

 

$

25,950

 

$

(26,589,885

)

$

229,515

 

$

(26,334,420

)

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

 

 

 

 

445

 

445

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

 

 

(450,000

)

 

(450,000

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

7,064,734

 

(445

)

7,064,289

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

30

 

$

25,950

 

$

(19,975,151

)

$

229,515

 

$

(19,719,686

)

 

The accompanying notes are an integral part

of these financial statements.

 

4



 

CITRUS ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

 

UNAUDITED

 

 

 

2014

 

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

7,064,289

 

$

2,548,845

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation, depletion and amortization

 

16,440,188

 

10,426,194

 

Expiration and impairment of unproved properties

 

 

1,173,000

 

Amortization of loan discounts

 

694,270

 

772,116

 

Amortization of deferred financing costs

 

526,815

 

544,740

 

Unrealized (gain) loss on derivative contracts

 

813,854

 

(2,801,855

)

Deferred compensation

 

(3,369,903

)

2,883,069

 

Payments of project incentive awards and other

 

(3,676

)

(1,298,261

)

Decrease (increase) in:

 

 

 

 

 

Oil and gas revenue receivables

 

2,462,712

 

1,066,680

 

Deferred gathering fees

 

929,530

 

750,454

 

Other

 

(540,472

)

 

Increase (decrease) in:

 

 

 

 

 

Accounts payable

 

(3,425

)

(20,435

)

Accrued interest and other expenses

 

(1,760,808

)

118,359

 

Net cash provided by operating activities

 

23,253,374

 

16,162,906

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Additions to property and equipment

 

(26,602,175

)

(17,967,710

)

Other

 

(112,310

)

50,000

 

Net cash (used in) investing activities

 

(26,714,485

)

(17,917,710

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Contributed capital and distributions, net

 

(449,555

)

(59,877

)

Borrowings from credit facilities

 

8,500,000

 

14,901,792

 

Principal payments on credit facilities

 

(4,475,000

)

(14,032,182

)

Financing costs paid

 

 

(75,000

)

Payments of deferred gathering fees payable

 

(1,174,762

)

(1,912,830

)

Increase in net amounts due to joint interest owners

 

914,829

 

4,542,575

 

Net cash provided by financing activities

 

3,315,512

 

3,364,478

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(145,599

)

1,609,674

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 

159,247

 

1,289,388

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF THE PERIOD

 

$

13,648

 

$

2,899,062

 

 

The accompanying notes are an integral part

of these financial statements.

 

5



 

CITRUS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

A.    NATURE OF OPERATIONS AND PRESENTATION OF FINANCIAL STATEMENTS

 

Nature of Operations

 

Citrus Energy Corporation (the “Company” or “Citrus”) was incorporated in Colorado in 1990 and operates in one segment, that segment being the acquisition, exploration and development of properties for the production of crude oil and natural gas from underground reservoirs. The Company primarily owns interests in properties held for the production of natural gas from the Marcellus shale formation in Pennsylvania.

 

Presentation of Financial Statements

 

The accompanying unaudited Consolidated Financial Statements include the accounts of Citrus Energy Corporation and its subsidiaries, Citrus Energy Appalachia, LLC (“CEA”) and Phoenix Records, LLC (“Phoenix”). Intercompany transactions and account balances have been eliminated in consolidation.

 

CEA began operations on July 15, 2011, when three unrelated entities contributed cash in exchange for 20,000 Class A Preferred Membership Units and Citrus contributed all of its Marcellus shale oil and gas properties and other associated assets and liabilities in exchange for 100,000 Class B Common Membership Units. On July 26, 2013, all of the Class A Preferred Membership Units were retired. Thereafter, CEA is solely owned by Citrus.

 

CEA owns 87.5% of the membership interests of Phoenix. Phoenix owns undeveloped Marcellus shale oil and gas properties.

 

Interim Financial Information

 

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and with the instructions to Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all adjustments, consisting of normal recurring items, necessary for their fair presentation in conformity with GAAP. Interim results are not necessarily indicative of results for a full year.

 

Use of Estimates

 

The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statement, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

6



 

CITRUS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

B.    CREDIT FACILITIES

 

The Company’s credit facilities at June 30, 2014 consist of a $250 million revolving credit facility and term loan credit facilities totaling $195 million.

 

Revolving Credit Facility

 

On July 26, 2013, CEA entered into a $250,000,000 senior secured revolving credit facility with Bank of Montreal as administrative agent, and other lenders party thereto. Borrowings under the credit facility are secured by first liens on substantially all of CEA’s properties and assets and are further guaranteed by Citrus. Borrowed funds may be paid down and re-borrowed during the term of the revolver. The credit facility matures on July 26, 2017.

 

Borrowings under the credit facility are subject to a borrowing base limitation that is redetermined semi-annually and that takes into account CEA’s natural gas properties, reserves, total indebtedness, and other relevant factors consistent with customary oil and gas lending criteria. The borrowing base as of June 30, 2014 was $45,000,000.

 

Based on the CEA’s election, interest is payable at a rate consisting of either an adjusted LIBOR rate or an alternate base rate, plus an applicable margin. The applicable margin varies from 1.75% to 2.75% for Eurodollar-based loans or from 0.75% to 1.75% for alternate base rate loans. The applicable margin is based on CEA’s utilization of the credit facility at the time of borrowing. Commitment fees are due quarterly at a rate of 0.50% of the unused portion of the borrowing base.

 

As of June 30, 2014, the outstanding balance under the credit facility was $19,000,000, with a weighted average interest rate of 2.19%. There were no outstanding letters of credit under the credit facility.

 

The credit facility contains customary representations, warranties and covenants, including restrictions on indebtedness and distributions, and the following financial covenants with respect to CEA:

 

·      the ratio of all indebtedness to EBITDAX shall be less  than 4.0 to 1.0,

·      the ratio of current assets (excluding derivative contracts) plus the unused commitment under the credit facility  to current liabilities (excluding derivative contracts) shall be more than 1.0 to 1.0, and

·      the ratio of the present value of proved reserves to net secured debt shall be more than 1.5 to 1.0.

 

CEA was in compliance with all covenants as of June 30, 2014.

 

7



 

CITRUS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

B.    CREDIT FACILITIES (Continued)

 

Term Loan Credit Facilities

 

On July 26, 2013, CEA entered into a $175,000,000 term loan credit facility with Natixis, New York Branch as administrative agent, and other lenders party thereto. On August 28, 2013, an incremental first amendment was executed establishing a $20,000,000 incremental term loan credit facility. Net proceeds from the facilities were approximately $165,220,000 and $18,769,000, respectively, after deducting expenses and original issue discounts of 3.3% and 4%, respectively. Borrowings under the credit facilities are secured by second liens on substantially all of CEA’s properties and assets and are further guaranteed by Citrus.

 

Based on the CEA’s election, interest is payable at a rate consisting of either an adjusted LIBOR rate or an alternate base rate, plus an applicable margin. The applicable margin is 8.50% for Eurodollar-based loans or 7.50% for alternate base rate loans. The total interest rate was 9.75% at June 30, 2014.

 

The Company may prepay all or part of the outstanding principal at any time between July 27, 2014 and July 26, 2015, at a redemption price of 101 and thereafter at par. Mandatory prepayments are required upon the consummation of certain asset dispositions or the issuance of certain indebtedness.

 

The credit facilities contain customary representations, warranties and covenants, including restrictions on indebtedness and distributions, and a financial covenant that CEA’s ratio of the present value of proved reserves to net secured debt shall not be less than 1.5 to 1.0. CEA was in compliance with all covenants as of June 30, 2014.

 

As of June 30, 2014, the outstanding balance under the credit facilities was $188,254,388, net of unamortized discounts of $5,283,112. The facilities mature on July 26, 2018. Aggregate principal maturities, excluding discounts, are as follows:

 

Years ending June 30,

 

Amounts

 

2015

 

$

4,143,750

 

2016

 

8,531,250

 

2017

 

13,406,250

 

2018

 

167,456,250

 

 

 

 

 

Total

 

$

193,537,500

 

 

8



 

CITRUS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

C.           PRICE RISK MANAGEMENT

 

The Company is exposed to market risks related to the price volatility of natural gas. The Company periodically uses commodity derivative contracts to reduce the effect of price changes on a portion of its future natural gas production, achieve more predictable cash flows in an environment of volatile gas prices and manage its exposure to commodity price risk. These derivative contracts limit the downside risk of adverse price movements but also may limit the Company’s ability to benefit from favorable price movements. From time to time, the Company may restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of its existing contracts. All derivative contracts that the Company enters into are at no up-front cost to the Company. Management has assessed the credit risk of these contracts to be minimal and does not require collateral or other security. Similarly, no counterparty has required the Company to provide any form of security guarantee specific to these contracts. The Company does not engage in speculative derivative activities or derivative trading activities, nor does it use derivatives with leveraged features.

 

Derivative contracts are carried at fair value on the consolidated balance sheets as assets or liabilities. At June 30, 2014 and December 31, 2013, the Company’s derivative contract assets and liabilities were as shown below. The fair value of open contracts is not necessarily indicative of the actual gains or losses that will be realized upon future settlement of the contracts.

 

 

 

June 30,
2014

 

December 31,
2013

 

 

 

 

 

 

 

Receivable from (payable to) counterparties related to closed contracts

 

$

(312,695

)

$

(920,003

)

Fair value of open contracts

 

(2,389,861

)

(968,699

)

 

 

 

 

 

 

Derivative contracts asset (liability)

 

$

(2,702,556

)

$

(1,888,702

)

 

The Company’s derivative contracts have not been designated as hedges for accounting purposes; therefore, the changes in the fair value are included in the consolidated statements of operations for the period in which the change occurs. For the six months ended June 30, 2014 and 2013, the Company recognized net gains (losses) as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Net realized gain (loss)

 

$

(3,014,338

)

$

94,790

 

Increase (decrease) in fair value of open contracts

 

(813,854

)

2,801,855

 

 

 

 

 

 

 

Recognized gain (loss), net

 

$

(3,828,192

)

$

2,896,645

 

 

9



 

CITRUS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

C.           PRICE RISK MANAGEMENT (Continued)

 

The Company’s credit facilities require it to periodically meet certain minimum levels (based on percentages of projected production volumes) of hedged volumes for a forward period of three years, but not extending past the maturity date of the facilities. The Company was in compliance with this requirement at June 30, 2014. The following table summarizes the Company’s open natural gas derivative contracts as of June 30, 2014.

 

Contract Type

 

Term

 

Volume
(MMBtu)

 

Price

 

 

 

 

 

 

 

 

 

Fixed price swap

 

Aug 14 – Oct 14

 

1,840,000

 

4.060

 

Fixed price swap

 

Aug 14 – Oct 14

 

1,380,000

 

4.181

 

Fixed price swap

 

Nov 14 – Mar 15

 

3,020,000

 

4.255

 

Fixed price swap

 

Jan 15 – Mar 15

 

1,215,000

 

4.583

 

Costless collar

 

Nov 14 – Apr 15

 

1,810,000

 

5.05 – 3.50

 

Costless collar

 

Apr 15 – Oct 15

 

1,070,000

 

4.36 – 3.75

 

Costless collar

 

May 15 – Oct 15

 

920,000

 

4.40 – 3.75

 

Costless collar

 

Nov 15 – Apr 16

 

910,000

 

5.30 – 3.50

 

Costless collar

 

Nov 15 – Mar 16

 

456,000

 

5.35 – 3.50

 

Costless collar

 

Apr 16 – Oct 16

 

1,498,000

 

4.37 – 3.75

 

Costless collar

 

Nov 16 – Dec 16

 

427,000

 

5.50 – 3.50

 

 

D.            LONG-TERM INCENTIVE PLAN

 

The Company’s long-term incentive plan consists of a project incentive award that is earned upon the earlier of separation from service without cause, death, disability, a change in control of the Company, or the sale of more than 40% of the Company’s assets. In all cases, the award is subject to a vesting schedule based on the individual’s years of service. The amount of an award for most employees is a multiple of their annual salary. For management level employees, an award will be a percentage, varying from .25% to 3%, of the net profits associated with all of the assets of the Marcellus shale project. Nets profits are defined, in general, as the excess of the value of the assets over the cumulative costs incurred to acquire and develop the assets. The value of the assets may increase or decrease over time due to market and other factors that are not under the Company’s control. Therefore, net profits and project incentive awards may increase or decrease over time.

 

10



 

CITRUS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

D.            LONG-TERM INCENTIVE PLAN (Continued)

 

The Company accrues a liability for future project incentive awards that will be payable to current employees. The amount of the liability is based on each employee’s respective vesting, award multiple and salary or project net profits, as applicable, at the time of the accrual. The Company recognizes deferred compensation expense for the increase or decrease in the accrued liability during the reporting period. CEA’s sale of substantially all of its assets, as discussed in Note G, was a payment event under the plan. Accordingly, the estimated accrued liability for project incentive awards as of June 30, 2014 was adjusted downward based on the actual sale price of the Marcellus shale assets. As a result, deferred compensation expense for project incentive awards was a credit of $3,369,903 for the six months ended June 30, 2014, compared to expense of $2,883,069 for the six months ended June 30, 2013. It is anticipated that actual project incentive awards, which may vary from the estimated amount accrued at June 30, 2014, will be paid in full during the third quarter of 2014.

 

E.             COMMITMENTS AND CONTINGENCIES

 

Transportation and Gathering Agreements

 

The Company has entered into certain natural gas transportation and gathering agreements with various pipeline carriers. Under certain of these agreements, the Company is obligated to transport minimum daily quantities, or pay for any deficiencies at a specified rate. The Company is also obligated under certain of these arrangements to pay a demand charge for firm capacity rights on pipeline systems regardless of the amount of pipeline capacity utilized by the Company. In most cases, the Company’s production commitment to these pipelines is expected to exceed minimum daily quantities provided in the agreements. If the Company does not utilize the capacity, it can release it to others, thus reducing its potential liability.

 

F.              SUPPLEMENTAL CASH FLOW INFORMATION

 

The Company’s supplemental cash flow information for the six months ended June 30, 2014 and 2013, is as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Cash paid for interest

 

$

11,255,612

 

$

3,341,327

 

Interest capitalized

 

373,502

 

455,340

 

Non-cash investing and financing activities:

 

 

 

 

 

Decrease in accounts payable for property and equipment

 

5,987,698

 

2,713,760

 

Increase of deferred gathering fees and deferred gathering fees payable

 

136,414

 

3,615,400

 

Reduction of joint interest billings receivable and subordinated other loan

 

 

493,614

 

Increase(decrease) of joint interest billings and accrued project incentive awards

 

(306,758

)

200,894

 

 

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CITRUS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

G.            SUBSEQUENT EVENTS

 

On August 11, 2014, CEA closed on the sale to Warren Resources, Inc. (“Warren”) of substantially all of CEA’s assets except that CEA retained a 25% working interest in the undeveloped Upper Marcellus shale formation in Wyoming County, Pennsylvania. The effective date of the sale was July 1, 2014. The total consideration received by CEA was $274.5 million of cash and 6,666,667 shares of Warren common stock valued at $6.00 per share. CEA also has earn out rights for additional proved reserves and realized price differentials capped at an additional $8.5 million. Warren will also provide CEA with a $3.5 million carry for wells drilled in the Upper Marcellus formation.

 

Management has evaluated subsequent events through September 18, 2014.

 

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