Attached files
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8-K - 8-K - MURPHY OIL CORP | mur-20141222x8k.htm |
EX-99.1 - EX-99.1 - MURPHY OIL CORP | mur-20141222ex99168145d.htm |
Murphy Oil Corporation
Unaudited Pro Forma Consolidated Financial Statements
On December 18, 2014, a subsidiary of Murphy Oil Corporation (Murphy) completed the sale of 20% of most of its Malaysian assets to PT Pertamina Malaysia Eksplorasi Produksi, a wholly-owned subsidiary of PT Pertamina (collectively “Pertamina”).
The unaudited pro forma consolidated financial statements of Murphy presented in this Exhibit were derived from our historical consolidated financial statements and are being presented to give effect to this sale of assets to Pertamina. The unaudited pro forma condensed consolidated balance sheet assumes the sale to Pertamina occurred on September 30, 2014. The unaudited pro forma condensed consolidated statements of income are presented as if the sale of assets to Pertamina occurred on January 1, 2013. The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical financial statements and accompanying notes.
The pro forma adjustments are based on available information and assumptions management believes are factually supportable and for income statement purposes are recurring in nature. The pro forma adjustments to reflect the sale of Malaysia assets to Pertamina include:
– |
the associated assets, liabilities, revenue and expenses associated with assets sold to Pertamina on December 18, 2014 |
– |
collection of anticipated cash proceeds in the unaudited pro forma condensed consolidated balance sheet as if the sale had occurred on September 30, 2014, net of transaction fees |
– |
the costs of effecting the sale of assets to Pertamina that are factually supportable, primarily legal and advisor fees |
The unaudited pro forma condensed consolidated financial statements are for illustrative purposes only, and do not reflect what our financial position and results of operations would have been had the separation occurred on the dates indicated and these statements are not indicative of our future financial position and future results of operations.
Murphy Oil Corporation
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 2014
Historical |
Pro forma adjustments |
Pro forma |
||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ |
674,021 | 1,251,092 |
(a) |
1,925,113 | |||
Canadian government securities with maturities greater |
460,190 | 460,190 | ||||||
Accounts receivable, less allowance for doubtful accounts |
970,286 | 970,286 | ||||||
Inventories, at lower of cost or market |
||||||||
Crude oil |
40,311 | (3,258) |
(b) |
37,053 | ||||
Materials and supplies |
259,644 | (35,040) |
(b) |
224,604 | ||||
Prepaid expenses |
86,091 | (1,238) |
(b) |
84,853 | ||||
Deferred income taxes |
60,700 | 60,700 | ||||||
Assets held for sale |
735,875 | 735,875 | ||||||
Total current assets |
3,287,118 | 1,211,556 | 4,498,674 | |||||
Property, plant and equipment, at cost less accumulated |
14,372,837 | (1,167,488) |
(b) |
13,205,349 | ||||
Goodwill |
38,198 | 38,198 | ||||||
Deferred charges and other assets |
87,106 | (3,099) |
(b) |
84,007 | ||||
Assets held for sale |
60,507 | 60,507 | ||||||
Total assets |
$ |
17,845,766 | 40,969 | 17,886,735 | ||||
Liabilities and Stockholders' Equity |
||||||||
Current liabilities |
||||||||
Current maturities of long-term debt |
$ |
39,607 | (7,921) |
(b) |
31,686 | |||
Accounts payable |
2,249,579 | 2,249,579 | ||||||
Income taxes payable |
145,185 | 145,185 | ||||||
Liabilities associated with assets held for sale |
185,846 | 185,846 | ||||||
Total current liabilities |
2,620,217 | (7,921) | 2,612,296 | |||||
Long-term debt, including capital lease obligation |
3,986,261 | (68,267) |
(b) |
3,917,994 | ||||
Deferred income taxes |
1,519,677 | (183,040) |
(b) |
1,336,637 | ||||
Asset retirement obligations |
897,765 | (51,336) |
(b) |
846,429 | ||||
Deferred credits and other liabilities |
344,301 | (202) |
(b) |
344,099 | ||||
Liabilities associated with assets held for sale |
75,037 | 75,037 | ||||||
Stockholders’ equity |
||||||||
Cumulative Preferred Stock, par $100, authorized |
– |
– |
||||||
Common Stock, par $1.00, authorized 450,000,000 |
195,037 | 195,037 | ||||||
Capital in excess of par value |
896,567 | 896,567 | ||||||
Retained earnings |
8,414,917 | 351,735 |
(c) |
8,766,652 | ||||
Accumulated other comprehensive income |
(17,809) | (17,809) | ||||||
Treasury Stock, 17,541,917 shares of Common Stock, |
(1,086,204) | (1,086,204) | ||||||
Total stockholders’ equity |
8,402,508 | 351,735 | 8,754,243 | |||||
Total liabilities and stockholders’ equity |
$ |
17,845,766 | 40,969 | 17,886,735 |
Murphy Oil Corporation
Unaudited Pro Forma Consolidated Statement of Income
Nine Months Ended September 30, 2014
Historical |
Pro forma adjustments |
Pro forma |
||||||
Revenues |
||||||||
Sales and other operating revenues |
$ |
4,070,120 | (318,536) |
(d) |
3,751,584 | |||
Loss on sale of assets |
(5,130) | (10) |
(d) |
(5,140) | ||||
Interest and other income |
3,468 | (606) |
(d) |
2,862 | ||||
Total revenues |
4,068,458 | (319,152) | 3,749,306 | |||||
Costs and Expenses |
||||||||
Operating expenses |
813,638 | (53,663) |
(d) |
759,975 | ||||
Severance and ad valorem taxes |
83,793 | 83,793 | ||||||
Exploration expenses, including undeveloped |
390,711 | (98) |
(d) |
390,613 | ||||
Selling and general expenses |
269,986 | (2,259) |
(d) |
266,335 | ||||
(1,392) |
(e) |
|||||||
Depreciation, depletion and amortization |
1,354,393 | (104,260) |
(d) |
1,250,133 | ||||
Accretion of asset retirement obligations |
36,992 | (2,498) |
(d) |
34,494 | ||||
Interest expense |
101,625 | (2,538) |
(d) |
99,087 | ||||
Interest capitalized |
(19,244) | 3,285 |
(d) |
(15,959) | ||||
Other expense |
1,297 | 1,297 | ||||||
Total costs and expenses |
3,033,191 | (163,423) | 2,869,768 | |||||
Income from continuing operations before income taxes |
1,035,267 | (155,729) |
(d) |
879,538 | ||||
Income tax expense |
452,255 | (59,692) |
(d) |
392,563 | ||||
Income from continuing operations |
583,012 | (96,037) | 486,975 | |||||
Income (loss) from discontinued operations, net of taxes |
(52,639) | (52,639) | ||||||
NET INCOME |
$ |
530,373 | (96,037) | 434,336 | ||||
PER COMMON SHARE – BASIC |
||||||||
Income from continuing operations |
$ |
3.25 | 2.71 | |||||
Income (loss) from discontinued operations |
(0.29) | (0.29) | ||||||
Net income – Basic |
$ |
2.96 | 2.42 | |||||
PER COMMON SHARE – DILUTED |
||||||||
Income from continuing operations |
$ |
3.23 | 2.69 | |||||
Income from discontinued operations |
(0.29) | (0.29) | ||||||
Net income – Diluted |
$ |
2.94 | 2.40 | |||||
Average Common shares outstanding |
||||||||
Basic |
179,259,573 | 179,259,573 | ||||||
Diluted |
180,578,085 | 180,578,085 |
Murphy Oil Corporation
Unaudited Pro Forma Consolidated Statement of Income
Year Ended December 31, 2013
Historical |
Pro forma adjustments |
Pro forma |
||||||
Revenues |
||||||||
Sales and other operating revenues |
$ |
5,312,686 | (456,114) |
(d) |
4,856,572 | |||
Loss on sale of assets |
(87) | 3 |
(d) |
(84) | ||||
Interest and other income |
77,490 | (10,437) |
(d) |
67,053 | ||||
Total revenues |
5,390,089 | (466,548) | 4,923,541 | |||||
Costs and Expenses |
||||||||
Operating expenses |
1,340,143 | (76,889) |
(d) |
1,263,254 | ||||
Severance and ad valorem taxes |
– |
– |
||||||
Exploration expenses, including undeveloped |
502,215 | (4,828) |
(d) |
497,387 | ||||
Selling and general expenses |
379,167 | (398) |
(d) |
378,769 | ||||
Depreciation, depletion and amortization |
1,553,394 | (117,627) |
(d) |
1,435,767 | ||||
Impairment of properties |
21,587 | 21,587 | ||||||
Accretion of asset retirement obligations |
48,996 | (2,990) |
(d) |
46,006 | ||||
Interest expense |
124,423 | (2,052) |
(d) |
122,371 | ||||
Interest capitalized |
(52,523) | 8,875 |
(d) |
(43,648) | ||||
Total costs and expenses |
3,917,402 | (195,909) | 3,721,493 | |||||
Income from continuing operations before income taxes |
1,472,687 | (270,639) |
(d) |
1,202,048 | ||||
Income tax expense |
584,550 | (98,521) |
(d) |
486,029 | ||||
Income from continuing operations |
888,137 | (172,118) | 716,019 | |||||
Income (loss) from discontinued operations, net of taxes |
235,336 | 235,336 | ||||||
NET INCOME |
$ |
1,123,473 | (172,118) | 951,355 | ||||
PER COMMON SHARE – BASIC |
||||||||
Income from continuing operations |
$ |
4.73 | 3.81 | |||||
Income (loss) from discontinued operations |
1.25 | 1.25 | ||||||
Net income – Basic |
$ |
5.98 | 5.06 | |||||
PER COMMON SHARE – DILUTED |
||||||||
Income from continuing operations |
$ |
4.69 | 3.78 | |||||
Income from discontinued operations |
1.25 | 1.25 | ||||||
Net income – Diluted |
$ |
5.94 | 5.03 | |||||
Average Common shares outstanding |
||||||||
Basic |
187,921,062 | 187,921,062 | ||||||
Diluted |
189,271,398 | 189,271,398 |
Murphy Oil Corporation
Notes to Unaudited Pro Forma
Condensed Consolidated Financial Statements
NOTE 1: Basis of Presentation
The historical information for Murphy Oil Corporation is derived from the historical financial statements of the Company. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2014, is presented to illustrate the estimated effects of selling 20% of the Company’s interest in most of its Malaysian assets to Pertamina (“sale transaction”) as if the transaction had occurred on September 30, 2014. The unaudited pro forma condensed consolidated statements of income are presented for the nine months ended September 30, 2014 and the year ended December 31, 2013 as if the sale transaction had occurred at January 1, 2013.
NOTE 2: Pro Forma Adjustments and Assumptions
(a) |
Reflects the estimated cash sales proceeds of the sale transaction as if it had occurred on September 30, 2014. The sale proceeds are presented net of preliminary estimated sale adjustments, mostly related to activities between the transaction’s effective date of January 1, 2014 and the date the transaction occurred on December 18, 2014. |
|
|
(b) |
Reflects the assets to be acquired and liabilities to be assumed by Pertamina as a result of the sale transaction. |
|
|
(c) |
Reflects the estimated net impact on Murphy’s stockholders’ equity related to the sale transaction. |
|
|
(d) |
Reflects the operations for the assets included in the sale transaction for the respective period presented. |
|
|
(e) |
Reflects the costs of effecting the sale transaction that are factually supportable, including legal and advisor fees. |