Attached files
file | filename |
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8-K/A - FORM 8-K/A - CONCHO RESOURCES INC | h78035e8vkza.htm |
EX-99.3 - EX-99.3 - CONCHO RESOURCES INC | h78035exv99w3.htm |
EX-23.2 - EX-23.2 - CONCHO RESOURCES INC | h78035exv23w2.htm |
EX-99.6 - EX-99.6 - CONCHO RESOURCES INC | h78035exv99w6.htm |
EX-99.5 - EX-99.5 - CONCHO RESOURCES INC | h78035exv99w5.htm |
EX-99.4 - EX-99.4 - CONCHO RESOURCES INC | h78035exv99w4.htm |
EX-23.1 - EX-23.1 - CONCHO RESOURCES INC | h78035exv23w1.htm |
EX-99.1 - EX-99.1 - CONCHO RESOURCES INC | h78035exv99w1.htm |
Exhibit 99.2
Concho Resources Inc.
Unaudited Pro Forma Combined Financial Statements
Unaudited Pro Forma Combined Financial Statements
On July 19, 2010, Concho Resources Inc. (Concho or the Company) entered into an asset
purchase agreement to acquire certain of the oil and natural gas leases, interests, properties and
related assets owned by Marbob Energy Corporations and its affiliates (Marbob) for aggregate
consideration of (i) cash in the amount of $1.45 billion, (ii) the issuance by the Company to
Marbob of an 8 percent unsecured promissory note due 2018 in the aggregate principal amount of $150
million and (iii) the issuance to Marbob of approximately 1.1 million shares of the Companys
common stock, subject to purchase price adjustments, which included downward purchase price
adjustments based on the exercise of third parties of contractual preferential rights to purchase
certain interests in properties to be acquired from Marbob.
In October 2010, the Company closed the Marbob acquisition. At closing, the Company paid
approximately $1.1 billion in cash plus the unsecured promissory note and common stock described
above for a total purchase price of approximately $1.4 billion. The total purchase price as
originally announced was reduced due to third party contractual preferential rights to purchase
certain of the interests in the Marbob properties (Marbob Acquisition). The Marbob Acquisition
remains subject to certain post-closing adjustments. Certain of the third partiescontractual
preferential rights became subject to litigation, as discussed below.
The Company funded the cash consideration in the Marbob Acquisition with (a) borrowings under
the Companys amended and restated credit facility (Credit Facility) and (b) net proceeds of
$292.7 million from a private placement of approximately 6.6 million shares of Concho common stock
at a price of $45.30 per share that closed on October 7, 2010 (Private Placement).Concho paid
approximately $7.3 million in transaction costs associated with the Private Placement, which
includes the placement agent fee.
Certain of the Marbob interests in properties contained contractual preferential rights to
purchase by third parties if Marbob were to sell them. Marbob informed the Company of its receipt
of a notice from BP America Production Company (BP) electing to exercise its contractual
preferential purchase right to purchase interests in certain of Marbobs properties as a result of
the Marbob Acquisition.
On July 20, 2010, BP announced it was selling all its assets in the Permian Basin to a
subsidiary of Apache Corporation (Apache). Marbob and BP owned common interests in certain
properties subject to contractual preferential rights to purchase. BP and Apache contested Marbobs
ability to exercise its contractual preferential rights in this situation. As a result, Marbob and
the Company filed suit against BP and Apache seeking declaratory judgment and injunctive relief to
protect Marbobs contractual right to have the option to purchase these interests in these common
properties.
On October 15, 2010, the Company and Marbob resolved the litigation with BP and Apache related
to the disputed contractual preferential rights. As a result of the settlement, Concho acquired a
non-operated interest in substantially all of the oil and natural gas assets subject to the
litigation for approximately $286 million in cash (Preferential Right Acquisition). The
Preferential Right Acquisitionremains subject to certain post-closing adjustments. The Company
funded the Preferential Right Acquisition with borrowings under its Credit Facility. The unaudited
pro forma combined financial statements do not include the effects of the Preferential Right
Acquisition as it is not a significant acquisition under Rule 3-05 of Regulation S-X.
In October 2010, the Company amendedits Credit Facility simultaneously with the closing of the
Marbob Acquisition to increase the borrowing base from $1.2 billion to $2.0 billion. The Company
paid its bank group approximately $23.6 million in fees and expenses associated with the amendment
to increase the borrowing base.
The accompanying unaudited pro forma combined financial statements have been prepared to
assist investors in their analysis of the financial effects of the Marbob Acquisition. This
information is based on the historical financial statements of the Company and Marbob and should be
read in conjunction with the Companys (a) historical audited financial statements and related
notes filed in the Companys Annual Report on Form 10-K for the year ended December 31, 2009 filed
with the United States Securities and Exchange Commission (SEC) on February 26, 2010 and (b)
historical unaudited financial statements and related notes filed in the Companys Quarterly Report
on Form 10-Q for the nine months ended September 30, 2010 filed with the SEC on November 4, 2010
and Marbobs historical special-purpose combined financial statements and related notes which are
included in this filing.
The accompanying unaudited pro forma combined balance sheet of Concho as of September 30, 2010
has been prepared to give effect to (i) the Marbob Acquisition, (ii) the increased Credit Facility
borrowing base and (iii) the issuance of common stock of Concho in the Private Placement, as if
each had occurred on September 30, 2010.
1
The accompanying unaudited pro forma combined statements of operations of Concho for the nine
months ended September 30, 2010 and the year ended December 31, 2009 have been prepared to give
effect to (i) the Marbob Acquisition, (ii) the increased Credit Facility borrowing base and (iii)
the issuance of common stock of Concho in the Private Placement, as if each had occurred on January
1, 2009.
The unaudited pro forma combined financial statements included herein are not necessarily
indicative of the results that might have occurred had the transactions taken place on September
30, 2010 or January 1, 2009 and are not intended to be a projection of future results. In addition,
future results may vary significantly from the results reflected in the accompanying unaudited pro
forma combined financial statements because of normal production declines, changes in commodity
prices, future acquisitions and divestitures, future development and exploration activities and
other factors.
2
Concho Resources Inc.
Unaudited Pro Forma Combined Balance Sheet
September 30, 2010
Unaudited Pro Forma Combined Balance Sheet
September 30, 2010
Pro Forma | Pro Forma | |||||||||||||||
Concho | Marbob | Adjustments | Combined | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 357 | $ | | $ | 357 | ||||||||||
Accounts receivable, net of allowance
for doubtful accounts: |
||||||||||||||||
Oil and natural gas |
99,402 | 23,103 | (23,103 | ) (b) | 99,402 | |||||||||||
Joint operations
and other |
101,421 | 31,567 | (31,567 | ) (b) | 101,421 | |||||||||||
Related parties |
311 | | 311 | |||||||||||||
Derivative instruments |
23,339 | | 23,339 | |||||||||||||
Deferred income taxes |
2,551 | | 2,551 | |||||||||||||
Prepaid costs and other |
11,295 | 248 | (248 | ) (b) | 11,295 | |||||||||||
Total current
assets |
238,676 | 54,918 | 238,676 | |||||||||||||
Property and equipment,
at cost: |
||||||||||||||||
Oil and natural gas properties,
successful efforts method |
3,871,715 | 896,454 | 445,270 | (a) | 5,213,439 | |||||||||||
Accumulated
depletion and
depreciation |
(692,922 | ) | (429,632 | ) | 429,632 | (a) | (692,922 | ) | ||||||||
Total oil and
natural gas
properties, net |
3,178,793 | 466,822 | 4,520,517 | |||||||||||||
Other property and
equipment, net |
17,105 | 14,884 | (6,288 | ) (a) | 25,701 | |||||||||||
Total property
and equipment,
net |
3,195,898 | 481,706 | 4,546,218 | |||||||||||||
Deferred loan costs, net |
19,544 | | 23,617 | (c) | 43,161 | |||||||||||
Intangible asset, net -
operating rights |
35,360 | | 35,360 | |||||||||||||
Inventory |
20,903 | 11,316 | 702 | (a) | 32,921 | |||||||||||
Noncurrent derivative
instruments |
20,105 | | 20,105 | |||||||||||||
Other assets |
11,189 | | 11,189 | |||||||||||||
Total assets |
$ | 3,541,675 | $ | 547,940 | $ | 4,927,630 | ||||||||||
Liabilities and Stockholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable: |
||||||||||||||||
Trade |
$ | 7,133 | $ | 6,938 | (6,938 | ) (b) | $ | 7,133 | ||||||||
Related parties |
474 | | 474 | |||||||||||||
Other current
liabilities: |
||||||||||||||||
Bank overdrafts |
38,551 | | 38,551 | |||||||||||||
Revenue payable |
40,785 | | 40,785 | |||||||||||||
Accrued and
prepaid drilling
costs |
174,000 | | 174,000 | |||||||||||||
Derivative
instruments |
27,104 | | 27,104 | |||||||||||||
Other current
liabilities |
62,098 | 124,262 | (123,033 | ) (b) | 63,443 | |||||||||||
116 | (a) | |||||||||||||||
Total current
liabilities |
350,145 | 131,200 | 351,490 | |||||||||||||
Long-term debt |
688,620 | | 830,695 | (a) | 1,708,334 | |||||||||||
159,000 | (a) | |||||||||||||||
23,617 | (c) | |||||||||||||||
6,402 | (d) | |||||||||||||||
Deferred income taxes |
677,573 | | 677,573 | |||||||||||||
Noncurrent derivative
instruments |
15,713 | | 15,713 | |||||||||||||
Asset retirement
obligations and other
long-term liabilities |
21,002 | 6,543 | (287 | ) (a) | 27,258 | |||||||||||
Commitments and
contingencies |
||||||||||||||||
Stockholders equity: |
||||||||||||||||
Common stock, $0.001
par value |
92 | | 7 | (a) | 100 | |||||||||||
1 | (a) | |||||||||||||||
Additional paid-in
capital |
1,270,887 | | 292,673 | (a) | 1,635,921 | |||||||||||
72,361 | (a) | |||||||||||||||
Net investment for
Marbob |
| 410,197 | (485,250 | ) (a) | | |||||||||||
75,053 | (b) | |||||||||||||||
Retained earnings |
518,853 | | (6,402 | ) (d) | 512,451 | |||||||||||
Treasury stock, at cost |
(1,210 | ) | | (1,210 | ) | |||||||||||
Total
stockholders
equity |
1,788,622 | 410,197 | 2,147,262 | |||||||||||||
Total liabilities and
stockholders equity |
$ | 3,541,675 | $ | 547,940 | $ | 4,927,630 | ||||||||||
The accompanying notes are an integral part of these unaudited pro forma combined
financial statements.
3
Concho Resources Inc.
Unaudited Pro Forma Combined Statement of Operations
Nine months ended September 30, 2010
Unaudited Pro Forma Combined Statement of Operations
Nine months ended September 30, 2010
Pro Forma | Pro Forma | |||||||||||||||
Concho | Marbob | Adjustments | Combined | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Operating revenues: |
||||||||||||||||
Oil sales |
$ | 528,129 | $ | 137,880 | $ | (23,267 | ) (n) | $ | 642,742 | |||||||
Natural gas sales |
140,077 | 72,216 | (9,639 | ) (n) | 202,654 | |||||||||||
Total operating revenues |
668,206 | 210,096 | 845,396 | |||||||||||||
Operating costs and expenses: |
||||||||||||||||
Oil and gas production |
122,220 | 104,463 | (58,868 | ) (g) | 162,208 | |||||||||||
826 | (l) | |||||||||||||||
(6,433 | ) (n) | |||||||||||||||
Exploration and abandonments |
5,798 | | 5,798 | |||||||||||||
Depreciation, depletion and amortization |
169,844 | 40,556 | 38,951 | (e) | 249,351 | |||||||||||
Accretion of discount on asset retirement obligations |
1,177 | 434 | (91 | ) (f) | 1,520 | |||||||||||
Impairments of long-lived assets |
9,234 | | 9,234 | |||||||||||||
General and administrative |
46,141 | 48,979 | (33,626 | ) (g) | 63,369 | |||||||||||
1,875 | (n) | |||||||||||||||
Bad debt expense |
578 | | 578 | |||||||||||||
Gain on derivatives not designated as hedges |
(62,229 | ) | | (62,229 | ) | |||||||||||
Total operating costs and expenses |
292,763 | 194,432 | 429,829 | |||||||||||||
Income from operations |
375,443 | 15,664 | 415,567 | |||||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(34,293 | ) | | (20,250 | ) (h) | (66,762 | ) | |||||||||
(9,000 | ) (i) | |||||||||||||||
646 | (j) | |||||||||||||||
(3,865 | ) (k) | |||||||||||||||
Other, net |
(3,898 | ) | 776 | 3,198 | (m) | (435 | ) | |||||||||
(511 | ) (n) | |||||||||||||||
Total other expense |
(38,191 | ) | 776 | (67,197 | ) | |||||||||||
Income before income taxes |
337,252 | 16,440 | 348,370 | |||||||||||||
Income tax expense |
(124,766 | ) | | (4,436 | ) (o) | (129,202 | ) | |||||||||
Net income |
$ | 212,486 | $ | 16,440 | $ | 219,168 | ||||||||||
Basic earnings per share: |
||||||||||||||||
Net income per share |
$ | 2.35 | $ | 2.23 | ||||||||||||
Weighted average shares used in basic earnings per share |
90,361 | 7,727 | (p) | 98,088 | ||||||||||||
Diluted earnings per share: |
||||||||||||||||
Net income per share |
$ | 2.32 | $ | 2.21 | ||||||||||||
Weighted average shares used in diluted earnings per share |
91,631 | 7,727 | (p) | 99,358 | ||||||||||||
The accompanying notes are an integral part of these unaudited pro forma combined financial statements.
4
Concho Resources Inc.
Unaudited Pro Forma Combined Statement of Operations
Year ended December 31, 2009
Unaudited Pro Forma Combined Statement of Operations
Year ended December 31, 2009
Pro Forma | Pro Forma | |||||||||||||||
Concho | Marbob | Adjustments | Combined | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Operating revenues: |
||||||||||||||||
Oil sales |
$ | 425,361 | $ | 129,585 | $ | (22,493 | ) (n) | $ | 532,453 | |||||||
Natural gas sales |
119,086 | 62,030 | (8,007 | ) (n) | 173,109 | |||||||||||
Total operating revenues |
544,447 | 191,615 | 705,562 | |||||||||||||
Operating costs and expenses: |
||||||||||||||||
Oil and gas production |
108,118 | 40,691 | 477 | (l) | 142,384 | |||||||||||
(6,902 | ) (n) | |||||||||||||||
Exploration and abandonments |
10,660 | | 103 | (l) | 10,763 | |||||||||||
Depreciation, depletion and amortization |
206,143 | 49,144 | 18,262 | (e) | 273,549 | |||||||||||
Accretion of discount on asset retirement obligations |
1,058 | 629 | (104 | ) (f) | 1,583 | |||||||||||
Impairments of long-lived assets |
12,197 | | 868 | (l) | 13,065 | |||||||||||
General and administrative |
52,277 | 10,426 | 779 | (n) | 63,467 | |||||||||||
(15 | ) (l) | |||||||||||||||
Bad debt expense |
(1,035 | ) | | (1,035 | ) | |||||||||||
(Gain) loss on derivatives not designated as hedges |
156,857 | | 156,857 | |||||||||||||
Total operating costs and expenses |
546,275 | 100,890 | 660,633 | |||||||||||||
Income (loss) from operations |
(1,828 | ) | 90,725 | 44,929 | ||||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(28,292 | ) | (35 | ) | (24,461 | ) (h) | (69,072 | ) | ||||||||
(12,000 | ) (i) | |||||||||||||||
869 | (j) | |||||||||||||||
(5,153 | ) (k) | |||||||||||||||
Other, net |
(414 | ) | 568 | 215 | (l) | (412 | ) | |||||||||
(781 | ) (n) | |||||||||||||||
Total other expense |
(28,706 | ) | 533 | (69,484 | ) | |||||||||||
Income (loss) before income taxes |
(30,534 | ) | 91,258 | (24,555 | ) | |||||||||||
Income tax benefit (expense) |
20,732 | | (2,386 | ) (o) | 18,346 | |||||||||||
Net income (loss) |
$ | (9,802 | ) | $ | 91,258 | $ | (6,209 | ) | ||||||||
Basic earnings per share: |
||||||||||||||||
Net income (loss) per share |
$ | (0.12 | ) | $ | (0.07 | ) | ||||||||||
Weighted average shares used in basic earnings per share |
84,912 | 7,727 | (p) | 92,639 | ||||||||||||
Diluted earnings per share: |
||||||||||||||||
Net income (loss) per share |
$ | (0.12 | ) | $ | (0.07 | ) | ||||||||||
Weighted average shares used in diluted earnings per share |
84,912 | 7,727 | (p) | 92,639 | ||||||||||||
The accompanying notes are an integral part of these unaudited pro forma combined
financial statements.
5
Concho Resources Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Note A. Basis of Presentation
The accompanying unaudited pro forma combined balance sheet of Concho as of September 30, 2010
has been prepared to give effect to (i) the Marbob Acquisition, (ii) the increased Credit Facility
borrowing base and (iii) the issuance of common stock of Concho in the Private Placement, as if
each had occurred on September 30, 2010.
The accompanying unaudited pro forma combined statements of operations of Concho for the nine
months ended September 30, 2010 and the year ended December 31, 2009 have been prepared to give
effect to (i) the Marbob Acquisition, (ii) the increased Credit Facility borrowing base and (iii)
the issuance of common stock of Concho in the Private Placement, as if each had occurred on January
1, 2009.
Following are descriptions of the individual columns included in the accompanying unaudited
pro forma combined financial statements and notes to unaudited pro forma combined financial
statements:
Concho - | Represents historical consolidated balance sheet of Concho as of September 30, 2010 and the historical consolidated results of operations of Concho for the nine months ended September 30, 2010 and for the year ended December 31, 2009. Concho applies the successful efforts method for accounting for their oil and natural gas properties. | ||
Marbob - | Represents historical combined balance sheet of Marbob as of September 30, 2010 and the historical combined statements of operations of Marbob for the nine months ended September 30, 2010 and for the year ended December 31, 2009. Marbob applied the full cost method for accounting for their oil and natural gas properties. Also included are assets and results of operations that the Company did not ultimately purchase due to the exercise of contractual preferential rights and certain other excluded assets and obligations, as well as certain insignificant overriding royalty interests of a certain affiliate of Marbob. |
Note B. Method of Accounting for the Marbob Acquisition
Concho will account for the Marbob Acquisition using the purchase method of accounting for
business combinations. Concho is deemed to be the acquirer of Marbob for purposes of accounting for
the Marbob Acquisition. The purchase method of accounting requires Concho to record the assets and
liabilities of Marbob at their fair values. The purchase price of the net assets acquired will be
based on the respective fair values. The initial purchase price allocation is preliminary and
subject to adjustment.
Note C. Concho Pro Forma Adjustments
(a) | To record the Marbob Acquisition in accordance with the terms of the purchase agreement for $1.4 billion of consideration. The financing of the cash portion of the Marbob Acquisition was through fundings under the Credit Facility and the Private Placement.See Notes D and E for additional information. | ||
The allocation of the purchase price to Marbob assets and liabilities is preliminary and, therefore, subject to change. Any future adjustments to the allocation of the total purchase price are not anticipated to be material to Conchos consolidated financial statements. |
6
Concho Resources Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
The following table represents the preliminary allocation of the total purchase price of the Marbob Acquisition to the acquired assets and liabilities and the consideration paid for the Marbob Acquisition. The allocation represents the fair values assigned to each of the assets acquired and liabilities assumed: |
(in thousands) | ||||
Fair value of Marbob Acquisition net assets: |
||||
Proved oil and natural gas properties |
$ | 1,008,823 | ||
Unproved oil and natural gas properties |
332,901 | |||
Other long-term assets |
20,614 | |||
Total assets acquired |
1,362,338 | |||
Asset retirement obligations assumed |
(7,601 | ) | ||
Total purchase price |
$ | 1,354,737 | ||
Fair value of consideration paid for Marbob Acquisition net assets: |
||||
Cash consideration paid |
$ | 830,695 | ||
Marbob $150 million senior unsecured 8% note, due 2018 (1) |
159,000 | |||
Common stock, $0.001 par value; 1,103,752 shares issued (2) |
72,362 | |||
Private Placement common stock, $0.001 par value; 6,600,000 shares issued, see Note E |
292,680 | |||
Total purchase price |
$ | 1,354,737 | ||
(1) | The Marbob $150 million senior unsecured 8% note has an estimated fair value at September 30, 2010 of apporximately $159 million. | |
(2) | The Concho common stock issued to Marbob was valued at Conchos average of the high and low price on September 30, 2010 of $65.56 per share. |
(b) | To adjust certain assets and liabilities that Concho did not acquire or assume in the Marbob Acquisition. | ||
(c) | To record the deferred loan costs paid related to the credit facility.See Note D. | ||
(d) | To record additional estimated transaction costs not incurred as of September 30, 2010. | ||
(e) | To adjust (i) depletion expense for the additional basis allocated to oil and natural gas properties acquired and accounted for using the successful efforts method of accounting, (ii) historical depreciation for certain other propertyand equipment not acquired and (iii) depreciation for the allocated fair value to other propertyand equipment. | ||
(f) | To adjust accretion for the acquired asset retirement obligations. | ||
(g) | To adjust oil and natural gas production expense and general and administrative expense for a bonus primarily attributable to amounts paid to Marbob employees for the successful completion of the Marbob Acquisition. See Note F. | ||
(h) | To record interest expense associated with the cashportion of the purchase price of the Marbob Acquisition funded utilizing borrowings under the Credit Facility,payment of deferred loancosts on the Credit Facility and payment of transaction costs associated with the Marbob Acquisition.The interest ratesofapproximately3.1% and 2.8% used to determine such interest expense represent Conchos estimated average borrowing rate on outstanding bank indebtedness for the nine months ended September 30, 2010 and the year ended December 31, 2009, respectively. These rates would not be materially different under the pricing terms of the Credit Facility, as compared to the pricing terms of Conchos previous credit facility. |
7
Concho Resources Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
(i) | To record the cash interest expense related to the Marbob $150 million senior unsecured 8% note, due 2018. | |
(j) | To record interest expense related to the amortization of the premium on the Marbob $150 million senior unsecured 8% note, due 2018. | |
(k) | To record amortization related to new deferred loan costs. | |
(l) | To adjust items capitalized under the full cost method which should be expensed under the successful efforts method of accounting. | |
(m) | To eliminatetransaction costs for the Marbob Acquisition included in the historical results of operations for Concho and Marbob during the nine months ended September 30, 2010. | |
(n) | To adjust the cash revenues and expenses associated with the assets and related obligations which Concho did not acquire in the Marbob Acquisition. | |
(o) | To adjust income tax expense to a 39.9% estimated effective tax rate for the Marbob Acquisition which includes the estimated effect of federal and state income taxes. | |
(p) | To adjust Conchos weighted average basic and diluted common shares outstanding for the nine months ended September 30, 2010 and the year ended December 31, 2009, as a result of the Concho common stock issued to Marbob and in the Private Placement. | |
The following table provides the calculation of the Conchos historical weighted average basic and diluted outstanding shares to Conchos pro forma weighted average basic and diluted outstanding shares: |
Nine Months | Year | |||||||
Ended | Ended | |||||||
September 30, | December 31, | |||||||
(in thousands) | 2010 | 2009 | ||||||
Basic: |
||||||||
Conchos historical weighted average shares outstanding |
90,361 | 84,912 | ||||||
Shares issued to Marbob |
1,104 | 1,104 | ||||||
Shares issued in Private Placement |
6,623 | 6,623 | ||||||
Pro forma weighted average shares outstanding |
98,088 | 92,639 | ||||||
Diluted: |
||||||||
Conchos historical weighted average shares outstanding (1) |
91,631 | 84,912 | ||||||
Shares issued to Marbob |
1,104 | 1,104 | ||||||
Shares issued in Private Placement |
6,623 | 6,623 | ||||||
Pro forma weighted average shares outstanding (1) |
99,358 | 92,639 | ||||||
(1) | The historical Concho and pro forma combined statements of operations had a net loss for the year ended December 31, 2009, thus diluted shares equal basic shares. |
8
Concho Resources Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Note D. Credit Facility
In October 2010, the Company amended its Credit Facility simultaneously with the closing of
the Marbob Acquisition to increase the borrowing base from $1.2 billion to $2.0 billion.
Note E. Common Stock Private Placement
On July 19, 2010, the Company entered into a common stock purchase agreement with certain
third-party accredited investors to sell 6,622,517 shares of its common stock at a price of $45.30
per share in a private placement for aggregate cash consideration of approximately $300 million.
Also, the Company entered into a registration rights agreement with the investors. The Company paid
approximately $7.3 million in transaction costs, which includes the placement agent fee. The common
stock was issued and sold simultaneously with the closing of the Marbob Acquisition in October
2010.
Note F. Marbob Acquisition Bonus
The Marbob historical statement of operations for the nine months ended September 30, 2010
includes bonuses of approximately $107.4 million to Marbob employees upon closing of the Marbob
Acquisition. A significant portion of the bonus is attributable to amounts paid for the successful
completion of the Marbob Acquisition. Under its annual bonus program, Marbob would have paid no
more than $12 million in annual bonuses for the year ended December 31, 2010.
Note G. Litigation
Certain of the Marbob interests in properties contained contractual preferential rights to
purchase by third parties if Marbob were to sell them. Marbob informed the Company of its receipt
of a notice from BP America Production Company (BP) electing to exercise its contractual
preferential purchase right to purchase interests in certain of Marbobs properties as a result of
the Marbob Acquisition.
On July 20, 2010, BP announced it was selling all its assets in the Permian Basin to a
subsidiary of Apache Corporation (Apache). Marbob and BP owned common interests in certain
properties subject to contractual preferential rights to purchase. BP and Apache contested Marbobs
ability to exercise its contractual preferential rights in this situation. As a result, Marbob and
the Company filed suit against BP and Apache seeking declaratory judgment and injunctive relief to
protect Marbobs contractual right to have the option to purchase these interests in these common
properties.
On October 15, 2010, the Company and Marbob resolved the litigation with BP and Apache related
to the disputed contractual preferential rights. As a result of the settlement, Concho acquired a
non-operated interest in substantially all of the oil and natural gas assets subject to the
litigation for approximately $286 million in cash.
The unaudited pro forma combined financial statements do not include the effects of the
Preferential Right Acquisition as it is not a significant acquisition under Rule 3-05 of Regulation
S-X.
9
Concho Resources Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Note H. Supplementary Pro Forma Information for Oil and Natural Gas Producing Activities
The following tables present supplementary pro forma information for oil and natural gas
producing activities.
Pro Forma Reserve Quantity Information
The following table sets forth the changes in net proved reserve quantities of oil and natural
gas and total proved reserves of Concho, Marbob and on a Pro Forma Combined basis, with related pro
forma adjustments, for the year ended December 31, 2009:
Concho | Marbob | Pro Forma Adjustments(a) | Pro Forma Combined | |||||||||||||||||||||||||||||||||||||||||||||
Oil and | Oil and | Oil and | Oil and | |||||||||||||||||||||||||||||||||||||||||||||
Condensate | Natural Gas | Total | Condensate | Natural Gas | Total | Condensate | Natural Gas | Total | Condensate | Natural Gas | Total | |||||||||||||||||||||||||||||||||||||
(MBbls) | (MMcf) | (MBoe) | (MBbls) | (MMcf) | (MBoe) | (MBbls) | (MMcf) | (MBoe) | (MBbls) | (MMcf) | (MBoe) | |||||||||||||||||||||||||||||||||||||
Total Proved Reserves: |
||||||||||||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2009 |
86,285 | 305,948 | 137,275 | 34,748 | 147,301 | 59,298 | (7,492 | ) | (26,997 | ) | (11,990 | ) | 113,541 | 426,252 | 184,583 | |||||||||||||||||||||||||||||||||
Purchase of minerals-in-place |
13,916 | 38,096 | 20,265 | | 116 | 19 | | | | 13,916 | 38,212 | 20,284 | ||||||||||||||||||||||||||||||||||||
Sales of minerals-in-place |
(18 | ) | (315 | ) | (71 | ) | | | | | | | (18 | ) | (315 | ) | (71 | ) | ||||||||||||||||||||||||||||||
Discoveries and extensions |
47,750 | 109,150 | 65,942 | 3,303 | 13,943 | 5,627 | (50 | ) | 20 | (47 | ) | 51,003 | 123,113 | 71,522 | ||||||||||||||||||||||||||||||||||
Revisions of previous estimates |
1,421 | (14,400 | ) | (977 | ) | 2,593 | 10,870 | 4,405 | (915 | ) | (2,262 | ) | (1,294 | ) | 3,099 | (5,792 | ) | 2,134 | ||||||||||||||||||||||||||||||
Production |
(7,336 | ) | (21,568 | ) | (10,931 | ) | (2,251 | ) | (12,923 | ) | (4,405 | ) | 381 | 1,709 | 666 | (9,206 | ) | (32,782 | ) | (14,670 | ) | |||||||||||||||||||||||||||
Balance, December 31, 2009 |
142,018 | 416,911 | 211,503 | 38,393 | 159,307 | 64,944 | (8,076 | ) | (27,530 | ) | (12,665 | ) | 172,335 | 548,688 | 263,782 | |||||||||||||||||||||||||||||||||
Proved Developed Reserves: |
||||||||||||||||||||||||||||||||||||||||||||||||
January 1, 2009 |
46,661 | 179,124 | 76,515 | 20,946 | 113,303 | 39,830 | (5,040 | ) | (20,378 | ) | (8,436 | ) | 62,567 | 272,049 | 107,909 | |||||||||||||||||||||||||||||||||
December 31, 2009 |
66,578 | 222,776 | 103,707 | 23,597 | 122,507 | 44,015 | (4,793 | ) | (19,004 | ) | (7,960 | ) | 85,382 | 326,279 | 139,762 | |||||||||||||||||||||||||||||||||
Proved Undeveloped Reserves: |
||||||||||||||||||||||||||||||||||||||||||||||||
January 1, 2009 |
39,624 | 126,824 | 60,760 | 13,802 | 33,998 | 19,468 | (2,452 | ) | (6,619 | ) | (3,554 | ) | 50,974 | 154,203 | 76,674 | |||||||||||||||||||||||||||||||||
December 31, 2009 |
75,440 | 194,135 | 107,796 | 14,796 | 36,800 | 20,929 | (3,283 | ) | (8,526 | ) | (4,705 | ) | 86,953 | 222,409 | 124,020 |
(a) | To adjust certain assets not acquired in the Marbob Acquisition. See Note A. |
10
Concho Resources Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Notes to Unaudited Pro Forma Combined Financial Statements
September 30, 2010 and December 31, 2009
Pro Forma Standardized Measure of Discounted Future Net Cash Flows
The following table sets forth the standardized measure of discounted future net cash flows
relating to the proved oil and natural gas reserves of Concho, Marbob and on a Pro Forma Combined
basis, with related pro forma adjustments, as of December 31, 2009:
Pro Forma | Pro Forma | |||||||||||||||
(in thousands) | Concho | Marbob | Adjustments(a) | Combined | ||||||||||||
Oil and gas producing activities: |
||||||||||||||||
Future cash inflows |
$ | 10,145,876 | $ | 2,786,575 | $ | (559,293 | ) | $ | 12,373,158 | |||||||
Future production costs |
(2,956,257 | ) | (823,169 | ) | 139,062 | (3,640,364 | ) | |||||||||
Future development and abandonment costs |
(1,272,695 | ) | (266,422 | ) | 54,962 | (1,484,155 | ) | |||||||||
Future income tax expense |
(1,807,582 | ) | | (501,790 | ) (b) | (2,309,372 | ) | |||||||||
Future net cash flows |
4,109,342 | 1,696,984 | (867,059 | ) | 4,939,267 | |||||||||||
10% annual discount factor |
(2,187,313 | ) | (939,434 | ) | 481,233 | (2,645,514 | ) | |||||||||
Standardized measure of discounted future cash flows |
$ | 1,922,029 | $ | 757,550 | $ | (385,826 | ) | $ | 2,293,753 | |||||||
(a) | To adjust certain assets not acquired in the Marbob Acquisition. See Note A. | |
(b) | To adjust future income tax expense due to Marbob not being subject to income taxes. All properties will be subject to income taxes in Conchos organizational structure. |
Pro Forma Changes in Standardized Measure of Discounted Future Net Cash Flows
The following table sets forth the changes in the standardized measure of discounted future
net cash flows relating to the proved oil and natural gas reserves of Concho, Marbob and on a Pro
Forma Combined basis, with related pro forma adjustments, for the year ended December 31, 2009:
Pro Forma | Pro Forma | |||||||||||||||
(in thousands) | Concho | Marbob | Adjustments(a) | Combined | ||||||||||||
Oil and gas producing activities: |
||||||||||||||||
Purchases of minerals-in-place |
$ | 403,242 | $ | 160 | $ | | $ | 403,402 | ||||||||
Sales of minerals-in-place |
(953 | ) | | | (953 | ) | ||||||||||
Extensions and discoveries |
844,742 | 60,998 | (1,054 | ) | 904,686 | |||||||||||
Net changes in prices and production costs |
220,372 | 102,378 | (23,922 | ) | 298,828 | |||||||||||
Oil and gas sales, net of production costs |
(436,329 | ) | (150,924 | ) | 24,075 | (563,178 | ) | |||||||||
Changes in future development costs |
49,626 | 16,799 | 3,617 | 70,042 | ||||||||||||
Revisions of previous quantity estimates |
(19,234 | ) | 61,766 | (4,024 | ) | 38,508 | ||||||||||
Accretion of discount |
162,844 | 60,405 | (13,118 | ) | 210,131 | |||||||||||
Changes in production rates, timing and other |
(87,960 | ) | 1,917 | 459,590 | 373,547 | |||||||||||
Change in present value of future net revenues |
1,136,350 | 153,499 | 445,164 | 1,735,013 | ||||||||||||
Net change in present value of future income taxes |
(413,306 | ) | | (226,939 | ) (b) | (640,245 | ) | |||||||||
723,044 | 153,499 | 218,225 | 1,094,768 | |||||||||||||
Balance, beginning of year |
1,198,985 | 604,051 | (604,051 | ) | 1,198,985 | |||||||||||
Balance, end of year |
$ | 1,922,029 | $ | 757,550 | $ | (385,826 | ) | $ | 2,293,753 | |||||||
(a) | To adjust certain assets not acquired in the Marbob Acquisition. See Note A. | |
(b) | To adjust future income tax expense due to Marbob not being subject to income taxes. All properties will be subject to income taxes in Conchos organizational structure. |
11