UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2011
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-13245
|
75-2702753
|
|
(State or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
|
5205 N. O'Connor Blvd., Suite 200, Irving, Texas
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75039
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|
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(Address of principal executive offices)
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(Zip Code)
|
|
Registrant’s telephone number, including area code: (972) 444-9001
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
PIONEER NATURAL RESOURCES COMPANY
Item 2.01. Completion of Acquisition or Disposition of Assets
On February 18, 2011, Pioneer Natural Resources USA, Inc., a wholly-owned subsidiary of Pioneer Natural Resources Company (together with its subsidiaries, the "Company"), completed the previously announced disposition of 100 percent of the capital stock in two subsidiaries that owned the Company’s Tunisia oil and gas properties to OMV (Tunesien) Production GmbH, a wholly-owned subsidiary of OMV AG, for cash proceeds of $866 million, before normal post-closing adjustments.
See Item 9.01(b) for pro forma financial information regarding the sale of the aforementioned Tunisian subsidiaries.
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma consolidated balance sheet of Pioneer Natural Resources Company as of December 31, 2010, which gives effect to the disposition, is attached as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
|
|
2.1
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Agreement for the Sale and Purchase of the Entire Issued Share Capital of Pioneer Natural Resources Anaguid Ltd. and Pioneer Natural Resources Tunisia Ltd. between Pioneer Natural Resources USA, Inc. and OMV (Tunesien) Production GmbH dated January 6, 2011 (incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, File No. 1-13245).
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|
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99.1
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Unaudited pro forma balance sheet and accompanying notes of Pioneer Natural Resources Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PIONEER NATURAL RESOURCES COMPANY
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|||
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By:
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/s/ Frank W. Hall
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||
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Frank W. Hall,
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|||
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Vice President and Chief
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|||
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Accounting Officer
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|||
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Dated: February 25, 2011
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|||
PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
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Exhibit
Number
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|
Description
|
||
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2.1
|
—
|
Agreement for the Sale and Purchase of the Entire Issued Share Capital of Pioneer Natural Resources Anaguid Ltd. and Pioneer Natural Resources Tunisia Ltd. between Pioneer Natural Resources USA, Inc. and OMV (Tunesien) Production GmbH dated January 6, 2011 (incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, File No. 1-13245).
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||
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99.1
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(a)
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—
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Unaudited pro forma balance sheet and accompanying notes of Pioneer Natural Resources Company.
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|
___________
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(a)
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Filed herewith.
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EXHIBIT 99.1
PIONEER NATURAL RESOURCES COMPANY
UNAUDITED PRO FORMA BALANCE SHEET
On February 18, 2011, the Company completed the previously announced disposition of 100 percent of the capital stock in two subsidiaries that owned the Company’s Tunisian oil and gas properties to OMV (Tunesien) Production GmbH, a wholly-owned subsidiary of OMV AG, for cash proceeds of $866 million, before normal post-closing adjustments.
The accompanying unaudited pro forma balance sheet has been prepared to assist in analysis of the financial effects of the divestiture. This information is based on the historical financial statements of the Company and should be read in conjunction with the Company's financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, filed with the United States Securities and Exchange Commission on February 25, 2011.
The accompanying unaudited pro forma balance sheet of the Company as of December 31, 2010 has been prepared to give effect to the divestiture as if it had occurred on December 31, 2010. An unaudited pro forma statement of operations of the Company for the year ended December 31, 2010 is not provided since the Company reported the results of its Tunisia operations as discontinued operations in its audited consolidated statement of operations that is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.
The unaudited pro forma balance sheet included herein is not necessarily indicative of the results that might have occurred had the divestiture taken place on December 31, 2010.
1
PIONEER NATURAL RESOURCES COMPANY
UNAUDITED PRO FORMA BALANCE SHEET
December 31, 2010
(in thousands)
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|||||
|
|
|
|
|
Pioneer
|
|
Tunisia
|
|
Other
Adjustments
|
|
Pro Forma
Pioneer
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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ASSETS
|
||||||||||||||
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Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Cash and cash equivalents
|
$
|
111,160
|
|
$
|
-
|
|
$
|
853,575
|
(a)
|
$
|
964,735
|
||
|
|
Accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Trade, net
|
|
237,511
|
|
|
-
|
|
|
|
|
|
237,511
|
|
|
|
|
Due from affiliates
|
|
7,792
|
|
|
-
|
|
|
|
|
|
7,792
|
|
|
|
Income taxes receivable
|
|
30,901
|
|
|
-
|
|
|
|
|
|
30,901
|
||
|
|
Inventories
|
|
173,615
|
|
|
-
|
|
|
|
|
|
173,615
|
||
|
|
Prepaid expenses
|
|
11,441
|
|
|
-
|
|
|
|
|
|
11,441
|
||
|
|
Deferred income taxes
|
|
156,650
|
|
|
-
|
|
|
|
|
|
156,650
|
||
|
|
Discontinued operations held for sale
|
|
281,741
|
|
|
(281,741)
|
|
|
|
|
|
-
|
||
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Derivatives
|
|
171,679
|
|
|
-
|
|
|
|
|
|
171,679
|
|
|
|
|
Other, net
|
|
14,693
|
|
|
-
|
|
|
|
|
|
14,693
|
|
|
|
|
|
Total current assets
|
|
1,197,183
|
|
|
(281,741)
|
|
|
|
|
|
1,769,017
|
|
Property, plant and equipment, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Oil and gas properties, using the successful efforts
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
method of accounting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties
|
|
10,739,114
|
|
|
-
|
|
|
|
|
|
10,739,114
|
|
|
|
|
Unproved properties
|
|
191,112
|
|
|
-
|
|
|
|
|
|
191,112
|
|
|
|
Accumulated depletion, depreciation and amortization
|
|
(3,366,440)
|
|
|
-
|
|
|
|
|
|
(3,366,440)
|
||
|
|
|
|
Total property, plant and equipment
|
|
7,563,786
|
|
|
-
|
|
|
|
|
|
7,563,786
|
|
Deferred income taxes
|
|
-
|
|
|
-
|
|
|
|
|
|
-
|
|||
|
Goodwill
|
|
298,182
|
|
|
-
|
|
|
|
|
|
298,182
|
|||
|
Other property and equipment, net
|
|
283,542
|
|
|
-
|
|
|
|
|
|
283,542
|
|||
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Investment in unconsolidated affiliate
|
|
72,045
|
|
|
-
|
|
|
|
|
|
72,045
|
||
|
|
Derivatives
|
|
151,011
|
|
|
-
|
|
|
|
|
|
151,011
|
||
|
|
Other, net
|
|
113,353
|
|
|
-
|
|
|
|
|
|
113,353
|
||
|
|
|
|
|
$
|
9,679,102
|
|
$
|
(281,741)
|
|
|
|
|
$
|
10,250,936
|
The accompanying notes are an integral part of this unaudited pro forma balance sheet.
2
PIONEER NATURAL RESOURCES COMPANY
UNAUDITED PRO FORMA BALANCE SHEET (Continued)
December 31, 2010
(in thousands)
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
||||
|
|
|
|
|
Pioneer
|
|
Tunisia
|
|
Other
Adjustments
|
|
Pro Forma
Pioneer
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Accounts payable:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Trade
|
$
|
354,890
|
|
$
|
-
|
|
|
|
|
$
|
354,890
|
|
|
|
|
Due to affiliates
|
|
64,260
|
|
|
-
|
|
|
|
|
|
64,260
|
|
|
|
Interest payable
|
|
59,008
|
|
|
-
|
|
|
|
|
|
59,008
|
||
|
|
Income taxes payable
|
|
19,168
|
|
|
-
|
|
|
|
|
|
19,168
|
||
|
|
Deferred income taxes
|
|
1,144
|
|
|
-
|
|
|
|
|
|
1,144
|
||
|
|
Discontinued operations held for sale
|
|
108,592
|
|
|
(108,592)
|
|
|
|
|
|
-
|
||
|
|
Other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Derivatives
|
|
80,997
|
|
|
-
|
|
|
|
|
|
80,997
|
|
|
|
|
Deferred revenue
|
|
44,951
|
|
|
-
|
|
|
|
|
|
44,951
|
|
|
|
|
Other
|
|
36,210
|
|
|
-
|
|
|
|
|
|
36,210
|
|
|
|
|
|
Total current liabilities
|
|
769,220
|
|
|
(108,592)
|
|
|
|
|
|
660,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
2,601,670
|
|
|
-
|
|
|
|
|
|
2,601,670
|
|||
|
Derivatives
|
|
56,574
|
|
|
-
|
|
|
|
|
|
56,574
|
|||
|
Deferred income taxes
|
|
1,751,310
|
|
|
-
|
|
$
|
251,758
|
(b)
|
|
2,003,068
|
|||
|
Deferred revenue
|
|
42,069
|
|
|
-
|
|
|
|
|
|
42,069
|
|||
|
Other liabilities
|
|
232,234
|
|
|
-
|
|
|
|
|
|
232,234
|
|||
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Common stock
|
|
1,262
|
|
|
-
|
|
|
|
|
|
1,262
|
||
|
|
Additional paid-in capital
|
|
3,022,768
|
|
|
-
|
|
|
|
|
|
3,022,768
|
||
|
|
Treasury stock, at cost
|
|
(421,235)
|
|
|
-
|
|
|
|
|
|
(421,235)
|
||
|
|
Retained earnings
|
|
1,510,427
|
|
|
(173,149)
|
|
$
|
601,817
|
(a)
|
|
1,939,095
|
||
|
|
Accumulated other comprehensive income - deferred
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
hedge gains, net of tax
|
|
7,361
|
|
|
-
|
|
|
|
|
|
7,361
|
|
|
|
|
|
Total stockholders' equity attributable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stockholders
|
|
4,120,583
|
|
|
(173,149)
|
|
|
|
|
|
4,549,251
|
|
|
Noncontrolling interest in consolidating subsidiaries
|
|
105,442
|
|
|
-
|
|
|
|
|
|
105,442
|
||
|
|
|
|
Total stockholders' equity
|
|
4,226,025
|
|
|
(173,149)
|
|
|
|
|
|
4,654,693
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
$
|
9,679,102
|
|
$
|
(281,741)
|
|
|
|
|
$
|
10,250,936
|
The accompanying notes are an integral part of this unaudited pro forma balance sheet.
3
PIONEER NATURAL RESOURCES COMPANY
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
December 31, 2010
NOTE A. Basis of Presentation
The accompanying unaudited pro forma balance sheet of Pioneer Natural Resources Company (the "Company" or "Pioneer") as of December 31, 2010 has been prepared to give effect to the divestiture, discussed below, as if it had occurred on December 31, 2010.
In accordance with United States Securities and Exchange Commission pro forma presentation rules, an unaudited pro forma statement of operations of the Company for the year ended December 31, 2010 is not provided since the Company reported the results of its Tunisia operations as discontinued operations in its audited consolidated statement of operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. During the year ended December 31, 2010, the Company recognized income from discontinued operations, net of tax, of $129.8 million, which included the results of operations of the Company's Tunisia subsidiaries.
During December 2010, the Company committed to a plan to divest 100 percent of the capital stock of its Tunisian subsidiaries, which own all of the Company's oil and gas properties in Tunisia. On January 6, 2011, Pioneer entered into an Agreement for the Sale and Purchase of the Entire Issued Share Capital of Pioneer Natural Resources Anaguid Ltd. And Pioneer Natural Resources Tunisia Ltd., through which OMV (Tunesien) Production GmbH, a wholly-owned subsidiary of OMV AG, would acquire the Company's capital stock in the Tunisian subsidiaries for $866 million, before normal closing adjustments. The effective date of the agreement is January 1, 2011, and the closing of the transaction occurred on February 18, 2011.
Following are descriptions of the individual columns included in the accompanying unaudited pro forma balance sheet and notes to unaudited pro forma balance sheet:
Pioneer – Represents the historical consolidated balance sheet of the Company as of December 31, 2010.
Tunisia – Represents the historical balance sheet as of December 31, 2010 of the Company's Tunisian assets and liabilities, representing discontinued operations held for sale on that date.
NOTE B. Pioneer Pro Forma Adjustments
|
(a)
|
To adjust for the proceeds and related costs associated with the divestiture. The following is a table of the estimated proceeds before normal closing adjustments, transaction costs and application of proceeds (in thousands):
|
|
Gross proceeds
|
$
|
865,692
|
|||
|
Less - transaction costs
|
|
(12,117)
|
|||
|
Net proceeds
|
$
|
853,575
|
|||
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
$
|
853,575
|
|||
The following is a summarization of the gain on the divestiture (in thousands):
|
Net proceeds
|
$
|
853,575
|
|
|
Net investment in divestiture
|
|
(173,149)
|
|
|
|
|
|
|
|
Gain on disposition of net assets
|
$
|
680,426
|
|
(b) To adjust for the income tax effects associated with the divestiture.
4
PIONEER NATURAL RESOURCES COMPANY
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
December 31, 2010
Pro Forma Reserve Quantity Information
The following table sets forth the changes in net reserve quantities of oil combined in thousands of barrels ("MBbls"), natural gas liquids ("NGL") in MBbls, gas in millions of cubic feet ("MMcf") and total in thousands of barrels of oil equivalents ("MBOE") associated with proved reserves on a pro forma basis for the year ended December 31, 2010:
|
|
|
Oil (MBbls)
|
|
NGLs (MBbls)
|
|
Gas (MMcf)
|
|
Total (MBOE)
|
|
Total Proved Reserves:
|
|
|
|
|
|
|
|
|
|
UNITED STATES
|
|
|
|
|
|
|
|
|
|
Balance, January 1
|
|
315,593
|
|
156,834
|
|
2,450,131
|
|
880,781
|
|
Revisions of previous estimates
|
|
12,897
|
|
19,291
|
|
188,109
|
|
63,540
|
|
Purchases of minerals-in-place
|
|
1,944
|
|
555
|
|
3,364
|
|
3,060
|
|
Extensions and discoveries
|
|
31,428
|
|
15,669
|
|
155,448
|
|
73,005
|
|
Improved recovery
|
|
9,716
|
|
-
|
|
-
|
|
9,716
|
|
Production
|
|
(10,297)
|
|
(7,203)
|
|
(139,658)
|
|
(40,777)
|
|
Sales of minerals-in-place
|
|
(565)
|
|
(928)
|
|
(21,692)
|
|
(5,108)
|
|
Balance, December 31
|
|
360,716
|
|
184,218
|
|
2,635,702
|
|
984,217
|
|
SOUTH AFRICA
|
|
|
|
|
|
|
|
|
|
Balance, January 1
|
|
217
|
|
-
|
|
25,790
|
|
4,516
|
|
Revisions of previous estimates
|
|
282
|
|
-
|
|
743
|
|
406
|
|
Production
|
|
(225)
|
|
-
|
|
(10,862)
|
|
(2,035)
|
|
Balance, December 31
|
|
274
|
|
-
|
|
15,671
|
|
2,887
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
Balance, January 1
|
|
315,810
|
|
156,834
|
|
2,475,921
|
|
885,297
|
|
Revisions of previous estimates
|
|
13,179
|
|
19,291
|
|
188,852
|
|
63,946
|
|
Purchases of minerals-in-place
|
|
1,944
|
|
555
|
|
3,364
|
|
3,060
|
|
Extensions and discoveries
|
|
31,428
|
|
15,669
|
|
155,448
|
|
73,005
|
|
Improved recovery
|
|
9,716
|
|
-
|
|
-
|
|
9,716
|
|
Production
|
|
(10,522)
|
|
(7,203)
|
|
(150,520)
|
|
(42,812)
|
|
Sales of minerals-in-place
|
|
(565)
|
|
(928)
|
|
(21,692)
|
|
(5,108)
|
|
Balance, December 31
|
|
360,990
|
|
184,218
|
|
2,651,373
|
|
987,104
|
The following table provides the Company's proved developed and proved undeveloped reserves as of January 1 and December 31, 2010 on a pro forma basis:
|
|
|
|
Oil (MBbls)
|
|
NGLs (MBbls)
|
|
Gas (MMcf)
|
|
Total (MBOE)
|
|
Proved Developed Reserves:
|
|
|
|
|
|
|
|
||
|
|
United States
|
|
135,568
|
|
93,015
|
|
1,671,052
|
|
507,092
|
|
|
South Africa
|
|
217
|
|
-
|
|
25,790
|
|
4,516
|
|
Balance, January 1
|
|
135,785
|
|
93,015
|
|
1,696,842
|
|
511,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
160,421
|
|
108,785
|
|
1,736,765
|
|
558,667
|
|
|
South Africa
|
|
274
|
|
-
|
|
15,671
|
|
2,886
|
|
Balance, December 31
|
|
160,695
|
|
108,785
|
|
1,752,436
|
|
561,553
|
|
|
Proved Undeveloped Reserves:
|
|
|
|
|
|
|
|||
|
Balance, January 1 - United States
|
|
180,025
|
|
63,819
|
|
779,079
|
|
373,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31 - United States
|
|
200,295
|
|
75,433
|
|
898,937
|
|
425,551
|
|
5
PIONEER NATURAL RESOURCES COMPANY
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
December 31, 2010
Pro Forma Standardized Measure of Discounted Future Net Cash Flows
The following tables provide the pro forma standardized measure of discounted future net cash flows relating to proved oil, NGL and gas reserves of the Company as of December 31, 2010, as well as changes therein for the year then ended (in thousands):
|
UNITED STATES
|
|
||
|
Oil and gas producing activities:
|
|
|
|
|
Future cash inflows
|
$
|
44,100,276
|
|
|
Future production costs
|
|
(17,313,651)
|
|
|
Future development costs
|
|
(6,663,322)
|
|
|
Future income tax expense
|
|
(6,453,833)
|
|
|
|
|
13,669,470
|
|
|
10% annual discount factor
|
|
(8,822,857)
|
|
|
Standardized measure of discounted future cash flows
|
$
|
4,846,613
|
|
|
SOUTH AFRICA
|
|
|
|
|
Oil and gas producing activities:
|
|
|
|
|
Future cash inflows
|
$
|
123,215
|
|
|
Future production costs
|
|
(7,805)
|
|
|
Future development costs
|
|
(42,281)
|
|
|
Future income tax expense
|
|
(27,052)
|
|
|
|
|
46,077
|
|
|
10% annual discount factor
|
|
1,502
|
|
|
Standardized measure of discounted future cash flows
|
$
|
47,579
|
|
|
TOTAL
|
|
|
|
|
Oil and gas producing activities:
|
|
|
|
|
Future cash inflows
|
$
|
44,223,491
|
|
|
Future production costs
|
|
(17,321,456)
|
|
|
Future development costs
|
|
(6,705,603)
|
|
|
Future income tax expense
|
|
(6,480,885)
|
|
|
|
|
13,715,547
|
|
|
10% annual discount factor
|
|
(8,821,355)
|
|
|
Standardized measure of discounted future cash flows
|
$
|
4,894,192
|
|
|
Changes in Standardized Measure of Discounted Future Net Cash Flows
|
|
||
|
|
|
|
|
|
Oil and gas sales, net of production costs
|
$
|
(1,235,933)
|
|
|
Net changes in prices and production costs
|
|
1,912,555
|
|
|
Extensions, discoveries and improved recovery
|
|
567,896
|
|
|
Development costs incurred during the period
|
|
353,149
|
|
|
Sales of minerals-in-place
|
|
(23,241)
|
|
|
Purchases of minerals-in-place
|
|
20,957
|
|
|
Revisions of estimated future development costs
|
|
(957,669)
|
|
|
Revisions of previous quantity estimates
|
|
539,405
|
|
|
Accretion of discount
|
|
406,325
|
|
|
Changes in production rates, timing and other
|
|
1,323,230
|
|
|
Change in present value of future net revenues
|
|
2,906,674
|
|
|
Net change in present value of future income taxes
|
|
(1,155,235)
|
|
|
|
|
1,751,439
|
|
|
Balance, beginning of year
|
|
3,142,753
|
|
|
Balance, end of year
|
$
|
4,894,192
|
|
6