Attached files
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8-K/A - 8-K/A - Approach Resources Inc | d81478e8vkza.htm |
EX-99.2 - EX-99.2 - Approach Resources Inc | d81478exv99w2.htm |
EX-23.1 - EX-23.1 - Approach Resources Inc | d81478exv23w1.htm |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Approach Resources Inc.
Approach Resources Inc.
We have audited the accompanying statement of revenue and direct operating expenses of properties
acquired by Approach Resources Inc., for the year ended December 31, 2010 (historical summaries).
The historical summaries are the responsibility of the management of Approach Resources Inc. Our
responsibility is to express an opinion on the historical summaries based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the historical summaries are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
historical summaries. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall historical summaries
presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying historical summaries were prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission as described in Note 1 and are not intended
to be a complete presentation of the properties revenues and expenses.
In our opinion, the historical summaries referred to above present fairly, in all material
respects, the revenues and direct operating expenses of the properties acquired by Approach
Resources Inc. for the year ended December 31, 2010, in conformity with accounting principles
generally accepted in the United States of America.
/s/ HEIN & ASSOCIATES LLP
Dallas, Texas
April 21, 2011
Dallas, Texas
April 21, 2011
Statement of Revenue and Direct Operating Expenses of Properties Acquired by
Approach Resources Inc.
for the Year Ended December 31, 2010
(In thousands)
Approach Resources Inc.
for the Year Ended December 31, 2010
(In thousands)
Year Ended | ||||
December 31, | ||||
2010 | ||||
Oil, NGL and gas sales |
$ | 23,652 | ||
Direct operating expenses |
5,655 | |||
Net revenue |
$ | 17,997 | ||
See notes to historical summaries.
1
Notes to Historical Summaries of Revenue and Direct Operating Expenses of Properties Acquired by Approach Resources Inc. for the Year Ended December 31, 2010
1. Basis of Preparation
Approach Resources Inc. (together with our subsidiaries, Approach, the Company, we, us
or our) is an independent energy company engaged in the exploration, development, production and
acquisition of oil and gas properties. We focus on finding and developing oil and natural gas
reserves in oil shale and tight sands. Our properties are primarily located in the Permian Basin
in West Texas. We also own interests in the East Texas Basin and New Mexico.
The accompanying statement of revenue and direct operating expenses relate to the operations
of oil and gas properties in our Cinco Terry area located in the Permian Basin in West Texas. On
February 28, 2011, we acquired a 38.33% working interest in Cinco Terry from two non-operating
partners for $76 million, subject to usual and customary post-closing adjustments (the Working
Interest Acquisition).
We were the operator of the properties prior to the Working Interest Acquisition. The
accompanying statement of revenue and direct operating expenses was derived from the historical
accounting records of Approach and reflects the acquired interest in the revenue and direct
operating expenses of the Working Interest Acquisition. The statement does not include
depreciation, depletion and amortization, general and administrative expenses, income taxes or
interest expense, as these costs are not readily determinable. The statement is not indicative of
the financial condition or results of operations of the Working Interest Acquisition Properties due
to potential changes in the business and the omission of certain operating expenses as described
above.
Revenue is recognized when quantities of production are delivered to or collected by the
respective purchaser. Title to the produced quantities transfers to the purchasers at the time the
purchaser collects or receives the quantities. Prices for such production are defined in sales
contracts and are readily determinable based on certain publicly available indices. All
transportation costs are included as a reduction of oil, NGL and gas sales.
For the year ended December 31, 2010, oil production was sold to one independent purchaser and
NGL and natural gas production was sold to another independent purchaser.
Direct operating expenses are recorded when the related liability is incurred. Direct
operating expenses include lease operating expense, production taxes and exploration expense.
The process of preparing financial statements in conformity with generally accepted accounting
principles (GAAP) requires the use of estimates and assumptions regarding certain types of
revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of
the date of the financial statements. Accordingly, upon settlement, actual results may differ from
estimated amounts.
Historical financial statements reflecting financial position, results of operations and cash
flows required by GAAP are not presented, as such information is not readily determinable and is
not meaningful to the Working Interest Acquisition for the year ended December 31, 2010.
Accordingly, the historical summaries of revenue and direct operating expenses are presented in
lieu of the financial statements required under Rule 3-05 of the Securities and Exchange Commission
Regulation S-X.
2. Related Party Transactions
The properties were operated by Approach during the year ended December 31, 2010, during which
the properties were charged overhead of approximately $321,000. Overhead is included in direct
operating expenses on the statement of revenue and direct operating expenses for the year ended
December 31, 2010.
2
Notes to Historical Summaries of Revenue and Direct Operating Expenses of Properties Acquired by Approach Resources Inc. for the Year Ended December 31, 2010 Continued
3. Supplemental Information on Oil and Gas Reserves (Unaudited)
All of the operations of the Working Interest Acquisition properties are directly related to
our oil, NGL and gas producing activities located in the Permian Basin in West Texas. Proved oil
and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and
engineering data, can be estimated with reasonable certainty to be economically produciblefrom a
given date forward, from known reservoirs, and under existing economic conditions, operating
methods and government regulations. The process of estimating quantities of proved reserves is
very complex, requiring significant subjective decisions in the evaluation of all geological,
engineering and economic data for each reservoir. The data for any reservoir may change
substantially over time due to results from operational activity. Estimates of proved reserve
volumes at December 31, 2010, were based on the average of the closing price on the first day of
each month for the 12-month period prior to December 31, 2010, for oil, natural gas and NGLs in
accordance with the SECs Final Rule, Modernization of Oil and Gas Reporting and ASC 932,
Disclosures about Oil and Gas Producing Activities. Changes in commodity prices and operations
costs may increase or decrease estimates of proved oil, NGL and natural gas reserves.
Estimates of proved reserves are inherently imprecise and are continually subject to revision
based on production history, results of additional exploration and development, price changes and
other factors. A summary of changes in quantities of proved oil, NGL and natural gas reserves
related to the Working Interest Acquisition properties for the year ended December 31, 2010, is as
follows:
Proved Developed and Proved | Oil | NGLs | Natural Gas | Total | ||||||||||||
Undeveloped Reserves | (MBbls) | (MBbls) | (MMcf) | (MBoe) | ||||||||||||
BalanceDecember 31, 2009 |
2,210 | 3,037 | 19,464 | 8,492 | ||||||||||||
Extensions and discoveries |
672 | 783 | 4,405 | 2,189 | ||||||||||||
Production |
(139 | ) | (189 | ) | (1,329 | ) | (549 | ) | ||||||||
Revisions to previous estimates |
(540 | ) | 659 | 1,578 | 381 | |||||||||||
BalanceDecember 31, 2010 |
2,203 | 4,290 | 24,118 | 10,513 | ||||||||||||
Proved Developed Reserves: |
||||||||||||||||
December 31, 2010 |
1,032 | 2,700 | 15,170 | 6,261 | ||||||||||||
The following is a discussion of the material changes in our proved reserve quantities
for the year ended December 31, 2010.
Year Ended December 31, 2010
Our drilling programs in the Working Interest Acquisition properties resulted in our
classification of reserves as proved, which accounts for the additional quantities listed under
extensions and discoveries. For the year ended December 31, 2010, we recorded a 381 MBoe positive
revision to our previous estimate, resulting from 141 MBoe attributable to an increase in commodity
prices and 240 MBoe of positive performance revisions. The commodity prices used to estimate our
proved reserves at December 31, 2010, increased to $4.38/MMBtu of gas, $39.25/Bbl of NGLs and
$79.40/Bbl of oil from $3.87/MMBtu of natural gas, $27.20/Bbl of NGLs and $56.04/Bbl of oil at
December 31, 2009.
3
Notes to Historical Summaries of Revenue and Direct Operating Expenses of Properties Acquired by Approach Resources Inc. for the Year Ended December 31, 2010 Continued
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves
The standardized measure of discounted future net cash flows relating to proved oil and
natural gas reserves and the changes in standardized measure of discounted future net cash flows
relating to proved oil and natural gas reserves were prepared in accordance with provisions of ASC
932. Future cash inflows were computed by applying the average on the closing price on the first
day of each month for the 12-month period prior to December 31, 2010, to estimated future
production. Future production and development costs are computed by estimating the expenditures to
be incurred in developing and producing the proved oil and natural gas reserves at year end, based
on year-end costs and assuming continuation of existing economic conditions.
Future income tax expenses are calculated by applying appropriate year-end tax rates to future
pre-tax net cash flows relating to proved oil and natural gas reserves, less the tax basis of
properties involved.
Future income tax expenses give effect to permanent differences, tax credits and loss
carryforwards relating to the proved oil and natural gas reserves. Future net cash flows are
discounted at a rate of 10% annually to derive the standardized measure of discounted future net
cash flows. This calculation procedure does not necessarily result in an estimate of the fair
market value of Approachs oil and natural gas properties.
The standardized measure of discounted future net cash flows relating to proved oil and
natural gas reserves from the Working Interest Acquisition Properties are as follows (in
thousands):
Year Ended | ||||
December 31, | ||||
2010 | ||||
Future cash flows |
$ | 437,346 | ||
Future production costs |
(109,028 | ) | ||
Future development costs |
(46,196 | ) | ||
Future income tax expense |
(41,321 | ) | ||
Future net cash flows |
240,801 | |||
10% annual discount for estimated timing of cash flows |
(139,090 | ) | ||
Standardized measure of discounted future net cash flows |
$ | 101,711 | ||
4
Notes to Historical Summaries of Revenue and Direct Operating Expenses of Properties Acquired by Approach Resources Inc. for the Year Ended December 31, 2010 Continued
Changes in Standardized Measure of Discounted Future Net Cash Flows
The changes in the standardized measure of discounted future net cash flows relating to proved
oil and natural gas reserves are as follows (in thousands):
Year Ended | ||||
December 31, | ||||
2010 | ||||
Balance, beginning of period |
$ | 49,007 | ||
Net change in sales and transfer prices and in production
(lifting) costs related to future production |
50,036 | |||
Changes in estimated future development costs |
(15,745 | ) | ||
Sales and transfers of oil and gas produced during the period |
(17,157 | ) | ||
Net change due to extensions, discoveries and improved recovery |
31,767 | |||
Net change due to revisions in quantity estimates |
8,461 | |||
Previously estimated development costs incurred during the period |
24,142 | |||
Accretion of discount |
5,090 | |||
Other |
(1,026 | ) | ||
Net change in income taxes |
(32,864 | ) | ||
Standardized measure of discounted future net cash flows |
$ | 101,711 | ||
The commodity prices in effect at December 31, 2010, inclusive of adjustments for quality
and location used in determining future net revenues related to the standardized measure
calculation are as follows:
2010 | ||||
Oil (per Bbl) |
$ | 79.40 | ||
Natural gas liquids (per Bbl) |
$ | 39.25 | ||
Gas (per MMBtu) |
$ | 4.38 |
5