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8-K - 8-K - Sanchez Energy Corpa15-1026_28k.htm

Exhibit 99.1

 

Sanchez Energy Corporation

Unaudited Pro Forma Combined Financial Information

 

On March 18, 2013, Sanchez Energy Corporation (together with its consolidated subsidiaries, the “Company,” “we,” “our,” “us” or similar terms) executed a definitive agreement to purchase assets in the Eagle Ford Shale in South Texas from Hess Corporation (“Hess”) for approximately $256 million in cash, subject to customary adjustments (the “Cotulla acquisition”).  On May 31, 2013, the Company completed the Cotulla acquisition for an aggregate adjusted purchase price of $280.9 million.  The effective date of the transaction was March 1, 2013.

 

The purchase price was funded with borrowings under the Company’s Amended and Restated Credit Agreement, which was subsequently replaced using proceeds from a June 13, 2013 offering of the Company’s 7.75% senior notes due 2021, cash on hand, and proceeds from the Company’s private placement of the Series B Convertible Perpetual Preferred Stock. The total purchase price was allocated to the assets purchased and liabilities assumed in the Cotulla acquisition based upon fair values on the date of acquisition.

 

On September 9, 2013, the Company executed a definitive agreement to purchase assets in the Eagle Ford Shale in South Texas from Rock Oil Company, LLC (“Rock Oil”) for approximately $220 million in cash, subject to customary adjustments (the “Wycross acquisition”).  The closing of this transaction was completed on October 4, 2013 for an aggregate adjusted purchase price of $229.6 million.  The effective date of this acquisition was July 1, 2013.  The purchase price was funded with proceeds from the Company’s issuance of $200 million of 7.75% senior notes due 2021 with the remainder from the issuance of shares of common stock.

 

On September 18, 2013, the Company issued an additional $200 million in aggregate principal amount of its 7.75% senior notes due 2021 (the “Additional Notes”) in a private offering to eligible purchasers at a price to the purchasers of 96.5% of the principal amount of the Additional Notes.  The Company received net proceeds from this offering of $188.8 million, after deducting the initial purchasers’ discounts and estimated offering expenses of $4.2 million.  The Additional Notes were issued under the same indenture as the original senior notes issuance of $400 million on June 13, 2013, and are therefore treated as a single class of debt securities under the indenture.

 

Also, on September 18, 2013, the Company completed a public offering of 11,040,000 shares of common stock, at an issue price of $23.00 per share.  The Company received net proceeds from this offering of $241.4 million, after deducting underwriters’ fees and offering expenses of $12.5 million. Approximately $41.3 million was used to fund the purchase of the Wycross acquisition.

 

On June 30, 2014, the Company completed its acquisition of assets in the Eagle Ford Shale in South Texas from SWEPI LP and Shell Gulf of Mexico Inc. (collectively “Shell”) for an aggregate adjusted purchase price of $559.3 million, subject to customary adjustments (the “Catarina acquisition”).  The effective date of the transaction was January 1, 2014. The purchase price was funded with a portion of the proceeds from the issuance of the $850 million senior unsecured 6.125% notes due 2023 and cash on hand.

 

In connection with the Catarina acquisition, the Company entered into commitment letters for $950 million in debt financing.  The $950 million in debt financing contemplated by the commitment letters consisted of an amendment and restatement of the Company’s Amended and Restated Credit Agreement to increase the borrowing base from $400 million (with a $325 million elected commitment amount) to $550 million and for a limited time the Company would have had additional availability of $100 million, and a $300 million bridge loan credit facility.  Availability of the debt financing was conditioned upon, and was intended to be available concurrently with, the closing of the Catarina acquisition and subject to the satisfaction of various customary closing conditions, including the execution and delivery of definitive documents.  The Company did not utilize the bridge loan credit facility or the Amended and Restated Credit Agreement to fund the Catarina acquisition.

 

The following unaudited pro forma combined financial information is based on the historical consolidated financial statements of the Company adjusted to reflect the Cotulla, Wycross and Catarina acquisitions.  The Cotulla, Wycross and Catarina acquisitions are reflected in the Company’s historical consolidated balance sheet as of September 30, 2014 and as such it has not been presented.  The Company’s historical consolidated statement of operations for the year ended December 31, 2013 has been adjusted to give pro forma effect to the Cotulla, Wycross and Catarina acquisitions as presented in Note 2 to the unaudited pro forma combined financial information. The Company’s historical consolidated statement of operations for the nine months ended September 30, 2014 has also been adjusted to give pro forma effect to the Catarina acquisition as presented in Note 2 to the unaudited pro forma combined financial information.

 



 

The unaudited pro forma combined financial statements give effect to the events set forth below:

 

·                  The Cotulla acquisition completed May 31, 2013.

·                  The Wycross acquisition completed October 4, 2013.

·                  The Catarina acquisition completed June 30, 2014.

·                  The issuance of $400 million in 7.75% senior notes due 2021 to refinance the borrowings under the Amended and Restated Credit Agreement to finance a portion of the Cotulla acquisition, and the related adjustments to interest expense.

·                  The borrowing of $200 million in aggregate principal under our 7.75% senior notes due 2021 to finance a portion of the Wycross acquisition, and the related adjustments to interest expense.

·                  The application of a portion of the issuance of $850 million in 6.125% senior notes due 2023 to finance the Catarina acquisition, and the related adjustments to interest expense.

·                  Issuance of 4,500,000 shares of Series B Convertible Perpetual Preferred Stock to finance a portion of the Cotulla acquisition and related adjustments to preferred dividends.

·                  Issuance of approximately 1,800,000 common shares to finance a portion of the Wycross acquisition.

 

The unaudited pro forma combined statement of operations combines the results of operations of the Company for the year ended December 31, 2013 as if the Cotulla, Wycross and Catarina acquisitions, including the financing discussed above, had occurred on January 1, 2013. The unaudited pro forma combined statement of operations combines the results of operations of the Company for the nine months ended September 30, 2014 as if the Catarina acquisition, including the issuance of 6.125% senior notes due 2023, had occurred on January 1, 2013.

 

The unaudited pro forma combined financial information should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2013 and the Company’s Form 10-Q for the quarterly period ended September 30, 2014.

 

The unaudited pro forma combined financial information is for informational purposes only and is not intended to represent or to be indicative of the combined results of operations that the Company would have reported had the Cotulla, Wycross and Catarina acquisitions been completed as of the dates set forth in this unaudited pro forma combined financial information and should not be taken as indicative of the Company’s future combined results of operations.  The actual results may differ significantly from that reflected in the unaudited pro forma combined financial information for a number of reasons, including, but not limited to, differences in assumptions used to prepare the unaudited pro forma combined financial information and actual results.

 



 

Unaudited Pro Forma Combined

Statement of Operations

For the Nine Months Ended September 30, 2014

 

 

 

Sanchez
Historical

 

Catarina
Acquisition
(Note 2)

 

Catarina
Pro Forma
Adjustments
(Note 2)

 

Pro Forma
Adjustments
(Note 2)

 

Sanchez
Pro Forma
Combined

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

414,484

 

$

70,936

 

$

 

$

 

$

485,420

 

Natural gas liquid sales

 

43,918

 

47,954

 

 

 

91,872

 

Natural gas sales

 

35,171

 

40,450

 

 

 

75,621

 

Total revenues

 

493,573

 

159,340

(a)

 

 

652,913

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas production expenses

 

64,203

 

43,472

(b)

 

 

107,675

 

Production and ad valorem taxes

 

29,161

 

4,134

(c)

 

 

33,295

 

Depreciation, depletion, amortization and accretion

 

225,297

 

 

 

52,482

(d)

277,779

 

General and administrative

 

60,999

 

 

 

 

60,999

 

Total operating costs and expenses

 

379,660

 

47,606

 

 

52,482

 

479,748

 

Operating income (loss)

 

113,913

 

111,734

 

 

(52,482

)

173,165

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

97

 

 

 

 

97

 

Interest expense

 

(58,145

)

 

(13,052

)(g)

 

(71,197

)

Net gains (losses) on commodity derivatives

 

6,399

 

 

 

 

6,399

 

Total other income (expense)

 

(51,649

)

 

(13,052

)

 

(64,701

)

Income (loss) before income taxes

 

62,264

 

111,734

 

(13,052

)

(52,482

)

108,464

 

Income tax expense

 

21,946

 

 

 

16,284

(h)

38,230

 

Net income (loss)

 

40,318

 

111,734

 

(13,052

)

(68,766

)

70,234

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

(29,599

)

 

 

 

(29,599

)

Net income allocable to participating securities

 

(495

)

 

 

(1,380

)

(1,875

)

Net income (loss) attributable to common stockholders

 

$

10,224

 

$

111,734

 

$

(13,052

)

$

(70,146

)

$

38,760

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share - basic and diluted

 

$

0.20

 

 

 

 

 

 

 

$

0.76

 

Weighted average number of shares

 

51,153

 

 

 

 

 

 

51,153

 

 



 

Unaudited Pro Forma Combined

Statement of Operations

For the Year Ended December 31, 2013

 

 

 

Sanchez
Historical

 

Cotulla
Acquisition
(Note 2)

 

Wycross
Acquisition
(Note 2)

 

Catarina
Acquisition
(Note 2)

 

Cotulla
Pro Forma
Adjustments
(Note 2)

 

Wycross
Pro Forma
Adjustments
(Note 2)

 

Catarina
Pro Forma
Adjustments
(Note 2)

 

Pro Forma
Adjustments
(Note 2)

 

Sanchez
Pro Forma
Combined

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

290,322

 

$

50,181

 

$

35,420

 

$

206,354

 

$

 

$

 

$

 

$

 

$

582,277

 

Natural gas liquid sales

 

13,013

 

1,570

 

564

 

108,658

 

 

 

 

 

123,805

 

Natural gas sales

 

11,085

 

1,855

 

370

 

90,169

 

 

 

 

 

103,479

 

Total revenues

 

314,420

 

53,606

(a)

36,354

(a)

405,181

(a)

 

 

 

 

809,561

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas production expenses

 

35,669

 

23,942

(b)

2,278

(b)

128,302

(b)

 

 

 

 

190,191

 

Production and ad valorem taxes

 

17,334

 

2,749

(c)

1,683

(c)

11,841

(c)

 

 

 

 

33,607

 

Depreciation, depletion, amortization and accretion

 

134,845

 

 

 

 

 

 

 

217,888

(d)

352,733

 

General and administrative

 

47,951

 

 

 

 

 

 

 

 

 

 

47,951

 

Total operating costs and expenses

 

235,799

 

26,691

 

3,961

 

140,143

 

 

 

 

217,888

 

624,482

 

Operating income (loss)

 

78,621

 

26,915

 

32,393

 

265,038

 

 

 

 

(217,888

)

185,079

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

135

 

 

 

 

 

 

 

 

135

 

Interest expense

 

(30,934

)

 

 

 

(4,168

)(e)

(12,187

)(f)

(37,353

)(g)

 

(84,642

)

Net losses on commodity derivatives

 

(16,938

)

 

 

 

 

 

 

 

(16,938

)

Total other income (expense)

 

(47,737

)

 

 

 

(4,168

)

(12,187

)

(37,353

)

 

(101,445

)

Income (loss) before income taxes

 

30,884

 

26,915

 

32,393

 

265,038

 

(4,168

)

(12,187

)

(37,353

)

(217,888

)

83,634

 

Income tax expense

 

3,986

 

 

 

 

 

 

 

 

 

 

 

 

 

18,593

(h)

22,579

 

Net income (loss)

 

26,898

 

26,915

 

32,393

 

265,038

 

(4,168

)

(12,187

)

(37,353

)

(236,481

)

61,055

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

(18,525

)

 

 

 

(3,413

)(j)

 

 

 

(21,938

)

Net income allocable to participating securities

 

(364

)

 

 

 

 

 

 

(1,287

)(k)

(1,651

)

Net income (loss) attributable to common stockholders

 

$

8,009

 

$

26,915

 

$

32,393

 

$

265,038

 

$

(7,581

)

$

(12,187

)

$

(37,353

)

$

(237,768

)

$

37,466

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share - basic and diluted

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.99

 

Weighted average number of shares

 

36,379

 

 

 

 

 

 

 

 

 

 

 

 

 

1,311

 

37,690

(i)

 



 

Notes to Unaudited Pro Forma

Combined Financial Information

 

Note 1. Basis of Presentation

 

On May 31, 2013, the Company completed the Cotulla acquisition for an aggregate adjusted purchase price of $280.9 million.  The effective date of the transaction was March 1, 2013.

 

The purchase price was funded with borrowings under the Company’s Amended and Restated Credit Agreement, which was subsequently replaced using proceeds from a June 13, 2013 offering of the Company’s 7.75% senior notes, cash on hand, and proceeds from the Company’s private placement of the Series B Convertible Perpetual Preferred Stock. The total purchase price was allocated to the assets purchased and liabilities assumed in the Cotulla acquisition based upon fair values on the date of acquisition.

 

On October 4, 2013, the Company completed the Wycross acquisition for an aggregate adjusted purchase price of $229.6 million.  The effective date of this acquisition was July 1, 2013.

 

The purchase price was funded with proceeds from the Company’s issuance of $200 million of 7.75% senior notes due 2021 and the issuance of shares of common stock.  The total purchase price was allocated to the assets purchased and liabilities assumed in the Wycross acquisition based upon fair values on the date of acquisition.

 

On June 30, 2014, the Company completed the Catarina acquisition for an aggregate adjusted purchase price of $559.3 million, subject to customary adjustments.  The effective date of the transaction was January 1, 2014.

 

The purchase price was funded with a portion of the proceeds from the issuance of the $850 million senior unsecured 6.125% notes due 2023 and cash on hand. The total purchase price was allocated to the assets purchased and liabilities assumed in the Catarina acquisition based upon fair values on the date of acquisition.

 

In connection with the Catarina acquisition, the Company entered into commitment letters for $950 million in debt financing.  The $950 million in debt financing contemplated by the commitment letters consisted of an amendment and restatement of the Company’s Amended and Restated Credit Agreement to increase the borrowing base from $400 million (with a $325 million elected commitment amount) to $550 million and for a limited time the Company would have had additional availability of $100 million, and a $300 million bridge loan credit facility.  Availability of the debt financing was conditioned upon, and was intended to be available concurrently with, the closing of the Catarina acquisition and subject to the satisfaction of various customary closing conditions, including the execution and delivery of definitive documents.  The Company did not utilize the bridge loan credit facility or the Amended and Restated Credit Agreement to fund the Catarina acquisition.

 

The Cotulla, Wycross and Catarina acquisitions are reflected in the Company’s historical consolidated balance sheet as of September 30, 2014.  The unaudited pro forma combined statements of operations have been prepared to give effect to the Cotulla, Wycross and Catarina acquisitions, including the issuance of the Company’s 7.75% senior notes due 2021, issuance of the Company’s 6.125% senior notes due 2023, and the issuance of preferred and common shares discussed above, as if they had occurred on January 1, 2013.

 

The unaudited pro forma combined financial statements and underlying pro forma adjustments are based upon currently available information and certain estimates and assumptions made by the Company’s management; therefore, actual results could differ materially from the pro forma information.  However, management believes the assumptions provide a reasonable basis for presenting the significant effect of the Cotulla, Wycross and Catarina acquisitions.  The Company believes the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma information.

 

Note 2. Unaudited Pro Forma Combined Statement of Operations

 

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2014 and the year ended December 31, 2013 include adjustments to reflect the following:

 

(a)         Represents the oil, natural gas liquids and natural gas sales attributable to the Cotulla, Wycross and Catarina acquisitions completed during 2013 and 2014.

(b)         Represents the oil and natural gas production expenses attributable to the Cotulla, Wycross and Catarina acquisitions completed during 2013 and 2014.

(c)          Represents the production taxes attributable to the Cotulla, Wycross and Catarina acquisitions completed during 2013 and 2014.

 



 

Notes to Unaudited Pro Forma

Combined Financial Information

 

(d)         Represents the increase in depreciation, depletion, amortization and accretion resulting from the Cotulla, Wycross and Catarina acquisitions completed during 2013 and 2014.

(e)          Represents the pro forma interest expense and amortization of debt issuance costs related to borrowings under the Company’s Amended and Restated Credit Agreement to fund a portion of the Cotulla acquisition during 2013, calculating interest expense using 7.75% associated with the senior notes due 2021 as the senior notes replaced the Amended and Restated Credit Agreement in financing the acquisition.

(f)           Represents the pro forma interest expense, amortization of debt issuance costs, and accretion of debt discount related to the issuance of the $200 million 7.75% senior notes due 2021 to fund a portion of the Wycross acquisition completed during 2013.

(g)          Represents the pro forma interest expense and amortization of debt issuance costs related to the application of a portion of the issuance of the $850 million 6.125% senior notes due 2023 to finance the Catarina acquisition completed on June 30, 2014.

(h)         Represents the incremental income tax expense related to the pro forma effects of combining the Company’s operations with the Cotulla, Wycross and Catarina assets’ operations.

(i)             Represents the pro forma weighted average shares outstanding, including 1,800,000 shares of common stock issued related to the Wycross acquisition.

(j)            Represents the pro forma preferred stock dividends related to the Series B Convertible Perpetual Preferred Stock, proceeds of which were used to fund a portion of the Cotulla acquisition completed during 2013.

(k)         Represents the pro forma income allocated to participating restricted stock.

 



 

Summary Unaudited Pro Forma Combined

Oil, Natural Gas Liquids and Natural Gas

Reserve Data

 

The following tables set forth summary pro forma information with respect to the Company’s and the Catarina acquisitions’ pro forma combined estimated net proved, proved developed and proved undeveloped oil, natural gas liquids and natural gas reserves as of and for the year ended December 31, 2013.  This pro forma information gives effect to the Catarina acquisition as if it had occurred on January 1, 2013.  Future exploration, exploitation and development expenditures, as well as future commodity prices and services costs, will affect the reserve volumes attributable to the acquired properties and the standardized measure of discounted future net cash flows.

 

Estimated quantities of oil, natural gas liquids and natural gas reserves as of December 31, 2013:

 

Oil (mbo)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sanchez

 

 

 

Sanchez

 

Cotulla

 

Wycross

 

Catarina

 

Pro Forma

 

Pro Forma

 

 

 

Historical

 

Acquisition

 

Acquisition

 

Acquisition

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proved reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2013

 

18,266

 

9,974

 

10,465

 

 

 

38,705

 

Revisions of previous estimates

 

(1,608

)

 

 

 

515

 

(1,093

)

Extensions, discoveries and other

 

13,719

 

 

 

14,872

 

(2,381

)

26,210

 

Purchases of reserves in place

 

17,952

 

 

 

 

(17,745

)

207

 

Production

 

(2,909

)

(1,289

)

(448

)

(2,281

)

909

 

(6,018

)

December 31, 2013

 

45,420

 

8,685

 

10,017

 

12,591

 

(18,702

)

58,011

 

 

Natural Gas Liquids (mbbl)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sanchez

 

 

 

Sanchez

 

Cotulla

 

Wycross

 

Catarina

 

Pro Forma

 

Pro Forma

 

 

 

Historical

 

Acquisition

 

Acquisition

 

Acquisition

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proved reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2013

 

310

 

2,740

 

891

 

0

 

 

3,941

 

Revisions of previous estimates

 

2,286

 

 

 

 

(651

)

1,635

 

Extensions, discoveries and other

 

1,830

 

 

 

25,628

 

(241

)

27,217

 

Purchases of reserves in place

 

2,644

 

 

 

 

(2,644

)

 

Production

 

(455

)

(278

)

(19

)

(3,743

)

202

 

(4,293

)

December 31, 2013

 

6,615

 

2,462

 

872

 

21,885

 

(3,334

)

28,500

 

 

Natural Gas (mmcf)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sanchez

 

 

 

Sanchez

 

Cotulla

 

Wycross

 

Catarina

 

Pro Forma

 

Pro Forma

 

 

 

Historical

 

Acquisition

 

Acquisition

 

Acquisition

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proved reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2013

 

15,788

 

18,047

 

5,425

 

 

 

39,260

 

Revisions of previous estimates

 

(5,923

)

 

 

 

3,261

 

(2,662

)

Extensions, discoveries and other

 

8,894

 

 

 

178,526

 

(1,634

)

185,786

 

Purchases of reserves in place

 

24,445

 

 

 

 

(24,324

)

121

 

Production

 

(3,048

)

(1,992

)

(174

)

(24,400

)

1,391

 

(28,223

)

December 31, 2013

 

40,156

 

16,055

 

5,251

 

154,126

 

(21,306

)

194,282

 

 

Total (mboe)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sanchez

 

 

 

Sanchez

 

Cotulla

 

Wycross

 

Catarina

 

Pro Forma

 

Pro Forma

 

 

 

Historical

 

Acquisition

 

Acquisition

 

Acquisition

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proved reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2013

 

21,207

 

15,722

 

12,260

 

 

 

49,189

 

Revisions of previous estimates

 

(309

)

 

 

 

407

 

98

 

Extensions, discoveries and other

 

17,030

 

 

 

70,254

 

(2,894

)

84,390

 

Purchases of reserves in place

 

24,671

 

 

 

 

(24,443

)

228

 

Production

 

(3,872

)

(1,899

)

(496

)

(10,091

)

1,343

 

(15,015

)

December 31, 2013

 

58,727

 

13,823

 

11,764

 

60,163

 

(25,587

)

118,890

 

 



 

Summary Unaudited Pro Forma Combined

Oil, Natural Gas Liquids and Natural Gas
Reserve Data

 

 

 

Sanchez

 

Catarina

 

Pro Forma

 

 

 

Historical (a)

 

Acquisition

 

Combined

 

Estimated proved developed reserves:

 

 

 

 

 

 

 

Oil (mbo)

 

17,973

 

7,566

 

25,539

 

Natural gas liquids (mbbl)

 

3,309

 

12,638

 

15,947

 

Natural gas (mmcf)

 

20,582

 

93,925

 

114,507

 

mboe

 

24,712

 

35,857

 

60,569

 

 

 

 

 

 

 

 

 

Estimated proved undeveloped reserves:

 

 

 

 

 

 

 

Oil (mbo)

 

27,447

 

5,025

 

32,472

 

Natural gas liquids (mbbl)

 

3,306

 

9,247

 

12,553

 

Natural gas (mmcf)

 

19,574

 

60,201

 

79,775

 

mboe

 

34,015

 

24,306

 

58,321

 

 


(a) The Sanchez Historical includes Sanchez, the Cotulla Acquisition and the Wycross Acquisition.

 

The standardized measure of discounted future net cash flows relating to the combined proved oil, natural gas liquids and natural gas reserves at December 31, 2013 is as follows (in thousands):

 

 

 

 

 

 

 

Sanchez

 

 

 

Sanchez

 

Catarina

 

Pro Forma

 

Standardized Measure

 

Historical

 

Acquisition

 

Combined

 

 

 

 

 

 

 

 

 

Future cash inflows

 

$

4,873,808

 

$

2,424,809

 

$

7,298,617

 

Future production costs

 

(1,293,653

)

(1,076,093

)

(2,369,746

)

Future development costs

 

(900,820

)

(553,550

)

(1,454,370

)

Future income taxes

 

(547,634

)

(110,951

)

(658,585

)

Discount to present value at 10% annual rate

 

(922,146

)

(274,891

)

(1,197,037

)

Standardized measure of discounted future net cash flows

 

$

1,209,555

 

$

409,324

 

$

1,618,879

 

 

For the December 31, 2013 calculations in the preceding table, estimated future cash inflows from estimated future production of proved reserves were computed for oil and condensate using an unweighted twelve month average West Texas Intermediate posted price of $96.78 for both the Sanchez historical and the Catarina acquisition. For NGLs, the average price was based on an unweighted twelve month average Mt. Belvieu posted price of $41.23 for both the Sanchez historical and the Catarina acquisition.  For natural gas the average price was based on an unweighted twelve month average Henry Hub spot natural gas price average of $3.67 for both the Sanchez historical and the Catarina acquisition.

 

The following are the principal sources of change in the combined standardized measure of discounted future net cash flows (in thousands):

 



 

Summary Unaudited Pro Forma Combined
Oil, Natural Gas Liquids and Natural Gas
Reserve Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Sanchez

 

 

 

Sanchez

 

Cotulla

 

Wycross

 

Catarina

 

Pro Forma

 

Pro Forma

 

 

 

Historical

 

Acquisition

 

Acquisition

 

Acquisition

 

Adjustments

 

Combined

 

Summary of Changes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

286,300

 

$

334,663

 

$

276,916

 

$

466,838

 

$

 

$

1,364,717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in prices and costs

 

(53,586

)

(20,491

)

(8,174

)

131,007

 

(6,786

)

41,970

 

Revisions of previous quantity estimates

 

(8,073

)

 

 

 

11,116

 

3,043

 

Extensions and discoveries

 

347,503

 

 

 

 

(72,558

)

274,945

 

Sales of oil and gas - net of production costs

 

(261,417

)

(97,316

)

(40,144

)

(270,039

)

78,153

 

(590,763

)

Net change in income taxes

 

(167,250

)

20,592

 

580

 

37,588

 

(28,552

)

(137,042

)

Changes in development costs

 

455,182

 

 

 

 

(105,170

)

350,012

 

Accretion of discount

 

28,630

 

33,466

 

27,692

 

46,684

 

 

136,472

 

Purchase of reserves in place

 

552,887

 

 

 

 

(543,714

)

9,173

 

Other - net

 

29,379

 

(1,319

)

(1,366

)

(2,754

)

142,412

 

166,352

 

Net change

 

923,255

 

(65,068

)

(21,412

)

(57,514

)

(525,099

)

254,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, end of period

 

$

1,209,555

 

$

269,595

 

$

255,504

 

$

409,324

 

$

(525,099

)

$

1,618,879