Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - SM Energy Co | exhibit99205312018.htm |
| 8-K - 8-K - SM Energy Co | form8-k05312018.htm |
EXHIBIT 99.1
SM ENERGY COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information is presented to illustrate the effect of the sale by SM Energy Company (the “Company”) of its remaining assets in the Williston Basin located in Divide County, North Dakota (“Divide County” or the “Divestiture”) on its historical financial position and operating results. The Divestiture had an effective date of January 1, 2018, and was completed on May 30, 2018. Net cash proceeds received at closing from the Divestiture, after agreed upon purchase price adjustments and estimated selling costs, totaled $160.9 million. The Divestiture is subject to final purchase price adjustments that have not yet been finalized.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2018, is based on the historical financial statements of the Company as of March 31, 2018, after giving effect to the Divestiture as if it had occurred on March 31, 2018. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2018, and the year ended December 31, 2017, are based on the historical financial statements of the Company for such periods after giving effect to the Divestiture as if it had occurred on January 1, 2017. The pro forma adjustments are based on available information and certain assumptions that the Company believes are reasonable as of the date of this Current Report on Form 8-K. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated financial statements.
The preparation of the unaudited pro forma condensed consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. The Company determined that the Divestiture does not qualify for discontinued operations accounting under financial statement presentation authoritative guidance.
The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to indicate the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the Divestiture been consummated on the date or for the periods presented. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 21, 2018, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 4, 2018.
1
SM ENERGY COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 2018
(in thousands, except share data)
As Reported | Pro Forma Adjustments | Notes | As Adjusted | ||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 643,337 | $ | 160,944 | (a) | $ | 804,281 | ||||||
Accounts receivable | 192,562 | 192,562 | |||||||||||
Derivative assets | 77,296 | 77,296 | |||||||||||
Prepaid expenses and other | 9,997 | 9,997 | |||||||||||
Total current assets | 923,192 | 160,944 | 1,084,136 | ||||||||||
Property and equipment (successful efforts method): | |||||||||||||
Proved oil and gas properties | 5,824,014 | 5,824,014 | |||||||||||
Accumulated depletion, depreciation, and amortization | (2,893,674 | ) | (2,893,674 | ) | |||||||||
Unproved oil and gas properties | 1,986,070 | 1,986,070 | |||||||||||
Wells in progress | 405,549 | 405,549 | |||||||||||
Oil and gas properties held for sale, net | 234,618 | (211,696 | ) | (b) | 22,922 | ||||||||
Other property and equipment, net of accumulated depreciation of $52,483 | 112,972 | 112,972 | |||||||||||
Total property and equipment, net | 5,669,549 | (211,696 | ) | 5,457,853 | |||||||||
Noncurrent assets: | |||||||||||||
Derivative assets | 35,128 | 35,128 | |||||||||||
Other noncurrent assets | 32,119 | 32,119 | |||||||||||
Total noncurrent assets | 67,247 | — | 67,247 | ||||||||||
Total assets | $ | 6,659,988 | $ | (50,752 | ) | $ | 6,609,236 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable and accrued expenses | $ | 468,108 | $ | (1,655 | ) | (c) | $ | 466,453 | |||||
Derivative liabilities | 181,068 | 181,068 | |||||||||||
Total current liabilities | 649,176 | (1,655 | ) | 647,521 | |||||||||
Noncurrent liabilities: | |||||||||||||
Revolving credit facility | — | — | |||||||||||
Senior Notes, net of unamortized deferred financing costs | 2,770,979 | 2,770,979 | |||||||||||
Senior Convertible Notes, net of unamortized discount and deferred financing costs | 141,269 | 141,269 | |||||||||||
Asset retirement obligations | 85,407 | 85,407 | |||||||||||
Asset retirement obligations associated with oil and gas properties held for sale | 23,139 | (19,696 | ) | (d) | 3,443 | ||||||||
Deferred income taxes | 178,423 | (6,468 | ) | (e) | 171,955 | ||||||||
Derivative liabilities | 53,712 | 53,712 | |||||||||||
Other noncurrent liabilities | 45,786 | 45,786 | |||||||||||
Total noncurrent liabilities | 3,298,715 | (26,164 | ) | 3,272,551 | |||||||||
Commitments and contingencies | |||||||||||||
Stockholders’ equity: | |||||||||||||
Common stock, $0.01 par value - authorized: 200,000,000 shares; issued and outstanding: 111,687,016 | 1,117 | 1,117 | |||||||||||
Additional paid-in capital | 1,747,035 | 1,747,035 | |||||||||||
Retained earnings | 980,444 | (22,933 | ) | (f) | 957,511 | ||||||||
Accumulated other comprehensive loss | (16,499 | ) | (16,499 | ) | |||||||||
Total stockholders’ equity | 2,712,097 | (22,933 | ) | 2,689,164 | |||||||||
Total liabilities and stockholders’ equity | $ | 6,659,988 | $ | (50,752 | ) | $ | 6,609,236 | ||||||
2
SM ENERGY COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2018
(in thousands, except per share data)
As Reported | Pro Forma Adjustments | Notes | As Adjusted | ||||||||||
Operating revenues and other income: | |||||||||||||
Oil, gas, and NGL production revenue | $ | 382,886 | $ | (29,060 | ) | (g) | $ | 353,826 | |||||
Net gain on divestiture activity | 385,369 | 24,097 | (h) | 409,466 | |||||||||
Other operating revenues | 1,340 | 1,340 | |||||||||||
Total operating revenues and other income | 769,595 | (4,963 | ) | 764,632 | |||||||||
Operating expenses: | |||||||||||||
Oil, gas, and NGL production expense | 120,879 | (11,838 | ) | (g) | 109,041 | ||||||||
Depletion, depreciation, amortization, and asset retirement obligation liability accretion | 130,473 | (4,622 | ) | (i) | 125,851 | ||||||||
Exploration | 13,727 | 13,727 | |||||||||||
Abandonment and impairment of unproved properties | 5,625 | 5,625 | |||||||||||
General and administrative | 27,682 | 27,682 | |||||||||||
Net derivative loss | 7,529 | 7,529 | |||||||||||
Other operating expenses | 4,612 | 4,612 | |||||||||||
Total operating expenses | 310,527 | (16,460 | ) | 294,067 | |||||||||
Income from operations | 459,068 | 11,497 | 470,565 | ||||||||||
Interest expense | (43,085 | ) | (43,085 | ) | |||||||||
Loss on extinguishment of debt | — | — | |||||||||||
Other non-operating income (expense), net | 409 | 409 | |||||||||||
Income before income taxes | 416,392 | 11,497 | 427,889 | ||||||||||
Income tax expense | (98,991 | ) | (2,529 | ) | (j) | (101,520 | ) | ||||||
Net income | $ | 317,401 | $ | 8,968 | $ | 326,369 | |||||||
Basic weighted-average common shares outstanding | 111,696 | 111,696 | |||||||||||
Diluted weighted-average common shares outstanding | 112,879 | 112,879 | |||||||||||
Basic net income per common share | $ | 2.84 | $ | 2.92 | |||||||||
Diluted net income per common share | $ | 2.81 | $ | 2.89 | |||||||||
3
SM ENERGY COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2017
(in thousands, except per share data)
As Reported | Pro Forma Adjustments | Notes | As Adjusted | ||||||||||
Operating revenues and other income: | |||||||||||||
Oil, gas, and NGL production revenue | $ | 1,253,783 | $ | (123,727 | ) | (g) | $ | 1,130,056 | |||||
Net gain (loss) on divestiture activity | (131,028 | ) | 523,618 | (h) | 392,590 | ||||||||
Other operating revenues | 6,621 | 6,621 | |||||||||||
Total operating revenues and other income | 1,129,376 | 399,891 | 1,529,267 | ||||||||||
Operating expenses: | |||||||||||||
Oil, gas, and NGL production expense | 507,906 | (50,084 | ) | (g) | 457,822 | ||||||||
Depletion, depreciation, amortization, and asset retirement obligation liability accretion | 557,036 | (18,811 | ) | (i) | 538,225 | ||||||||
Exploration | 56,179 | 56,179 | |||||||||||
Impairment of proved properties | 3,806 | 3,806 | |||||||||||
Abandonment and impairment of unproved properties | 12,272 | 12,272 | |||||||||||
General and administrative | 120,585 | 120,585 | |||||||||||
Net derivative loss | 26,414 | 26,414 | |||||||||||
Other operating expenses | 13,667 | 13,667 | |||||||||||
Total operating expenses | 1,297,865 | (68,895 | ) | 1,228,970 | |||||||||
Income (loss) from operations | (168,489 | ) | 468,786 | 300,297 | |||||||||
Interest expense | (179,257 | ) | (179,257 | ) | |||||||||
Loss on extinguishment of debt | (35 | ) | (35 | ) | |||||||||
Other non-operating income (expense), net | 3,968 | 3,968 | |||||||||||
Income (loss) before income taxes | (343,813 | ) | 468,786 | 124,973 | |||||||||
Income tax benefit | 182,970 | (144,686 | ) | (k) | 38,284 | ||||||||
Net income (loss) | $ | (160,843 | ) | $ | 324,100 | $ | 163,257 | ||||||
Basic weighted-average common shares outstanding | 111,428 | 111,428 | |||||||||||
Diluted weighted-average common shares outstanding | 111,428 | 264 | (l) | 111,692 | |||||||||
Basic net income (loss) per common share | $ | (1.44 | ) | $ | 1.47 | ||||||||
Diluted net income (loss) per common share | $ | (1.44 | ) | $ | 1.46 | ||||||||
4
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated financial statements reflect the following adjustments:
Pro Forma Condensed Consolidated Balance Sheet
The “As Reported” column represents the historical condensed consolidated balance sheet of the Company as of March 31, 2018.
a. | To adjust cash and cash equivalents for net cash proceeds received at closing from the sale of the Company’s remaining assets located in the Williston Basin in Divide County, North Dakota. The effective date of the Divestiture was January 1, 2018; therefore, agreed upon purchase price adjustments related to the effective period are reflected in the pro forma adjustments. |
b. | To eliminate oil and gas properties related to the assets sold, which were previously classified as assets held for sale. |
c. | To reflect working capital transfered to the buyer. |
d. | To eliminate the asset retirement obligation liability related to the assets sold. |
e. | To reflect the estimated change in deferred income taxes related to the properties sold at a 22 percent blended federal and state statutory rate. |
f. | To record the loss on sale of oil and gas properties, net of tax effect, as illustrated in the table below. As the loss is directly attributable to the Divestiture and is not expected to have a continuing impact on Company’s operations, the estimated loss is only reflected in retained earnings on the unaudited pro forma condensed consolidated balance sheet. |
For the Three Months Ended March 31, 2018 | |||
(in thousands) | |||
Gross purchase price | $ | 192,000 | |
Less: agreed upon purchase price adjustments | (29,424 | ) | |
Less: estimated selling costs | (1,632 | ) | |
Net cash proceeds received at closing | 160,944 | ||
Working capital transferred to the buyer | 1,655 | ||
Net divestiture proceeds | 162,599 | ||
Less: cost basis of assets sold | (192,000 | ) | |
Net loss on the Divestiture, before tax | (29,401 | ) | |
Plus: tax benefit | 6,468 | ||
Net loss on the Divestiture, after tax | $ | (22,933 | ) |
Pro Forma Condensed Consolidated Statement of Operations
The “As Reported” column represents the historical condensed consolidated statement of operations of the Company for the three months ended March 31, 2018, and the year ended December 31, 2017.
g. | To eliminate the revenues and direct operating expenses for the assets sold. |
h. | To eliminate the historical write down of the assets while held for sale. |
i. | To eliminate depletion, depreciation, amortization, and asset retirement obligation liability accretion expense based on production volumes attributable to the assets sold. |
j. | To adjust the income tax expense for the effects of the March 31, 2018, pro forma adjustments using a 22 percent blended federal and state statutory rate. The cumulative effect is reflected in the unaudited pro forma condensed consolidated balance sheet, but not in the unaudited pro forma condensed consolidated statements of operations. |
k. | To adjust the income tax benefit for the effects of the December 31, 2017, pro forma adjustments using a net 30.9 percent rate, consisting of a 36.1 percent blended federal and state statutory rate and a 5.2 percent adjustment for the enactment of the 2017 Tax Cut and Jobs Act which reduced the Company’s federal tax rate for future tax year from 35 |
5
percent to 21 percent. The cumulative effect is reflected in the unaudited pro forma condensed consolidated balance sheet, but not in the unaudited pro forma condensed consolidated statements of operations.
l. | The pro forma adjustments made for the year ended December 31, 2017, resulted in changing net loss to net income. As a result, the diluted weighted-average common shares outstanding for the year ended December 31, 2017, have been adjusted to include the impact of dilutive securities which had originally been excluded from the calculation of diluted weighted-average common shares outstanding. |
No pro forma adjustment was made for historical overhead costs reflected in general and administrative and exploration expense or for interest expense, as these costs are not directly attributable to the assets sold. The Divestiture proceeds are planned to be used to fund the Midland Basin and Eagle Ford shale capital programs, and for general corporate purposes, including debt reduction. Additionally, there were no impacts to the Company’s oil, gas, and NGL commodity derivative contracts as they are not directly attributable to the assets sold.
6