Attached files
| file | filename |
|---|---|
| EX-99.1 - STATEMENTS OF REVENUES - Black Elk Energy Offshore Operations, LLC | dex991.htm |
| 8-K/A - AMENDMENT NO.1 TO FORM 8-K - Black Elk Energy Offshore Operations, LLC | d8ka.htm |
Exhibit 99.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial data are derived from our consolidated financial statements and certain historical financial data in respect of various assets acquired by us. The unaudited pro forma combined balance sheet as of March 31, 2011 has been prepared assuming the oil and gas properties acquired from Merit Energy Company (the “Merit Acquisition”) had been consummated on March 31, 2011. The unaudited pro forma statement of operations for the three months ended March 31, 2011 was derived from the historical financial statements giving effect to the Merit Acquisition as if it had occurred on January 1, 2010 and the unaudited pro forma statement of operations for the year ended December 31, 2010 includes the historical financial statements giving effect to the Merit Acquisition and properties acquired from Nippon Oil Exploration (the “Nippon Acquisition”) as if they had occurred on January 1, 2010.
The unaudited pro forma combined financial data is not indicative of our financial position or our results of operations which would actually have occurred if the transactions described above had occurred at the dates presented or which may be obtained in the future. In addition, future results may vary significantly from the results reflected in such statements due to normal oil and natural gas production declines, changes in prices paid for oil and natural gas, future acquisitions, drilling activity and other factors.
The unaudited pro forma combined financial data includes financial information received from Merit Energy Company and Nippon Oil Exploration and such financial information has been accepted and incorporated as presented without independent verification of such financial information.
1
Unaudited Pro Forma Balance Sheet
As of March 31, 2011
| Historical March 31, 2011 |
Pro Forma Adjustments for Merit Acquisition |
Pro Forma March 31, 2011 |
||||||||||
| (in thousands) | ||||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS: |
||||||||||||
| Cash and cash equivalents |
$ | 15,524 | $ | (1,060) | (1),(2),(3) | $ | 14,464 | |||||
| Accounts receivable, net |
33,158 | — | 33,158 | |||||||||
| Due from affiliates |
520 | — | 520 | |||||||||
| Prepaid expenses and other |
13,011 | 96 | (3) | 13,107 | ||||||||
| TOTAL CURRENT ASSETS |
62,213 | (964) | 61,249 | |||||||||
| OIL AND GAS PROPERTIES, NET |
131,474 | 123,950 | (4) | 255,424 | ||||||||
| OTHER PROPERTY AND EQUIPMENT, NET |
1,322 | — | 1,322 | |||||||||
| OTHER ASSETS |
||||||||||||
| Debt issue costs, net |
9,025 | — | 9,025 | |||||||||
| Restricted cash |
2,750 | — | 2,750 | |||||||||
| Escrow for abandonment costs |
115,023 | 32,956 | (3) | 147,979 | ||||||||
| Other assets |
50 | — | 50 | |||||||||
| TOTAL OTHER ASSETS |
126,848 | 32,956 | 159,804 | |||||||||
| TOTAL ASSETS |
$ | 321,857 | $ | 155,942 | $ | 477,799 | ||||||
| LIABILITIES AND MEMBERS’ DEFICIT | ||||||||||||
| CURRENT LIABILITIES: |
||||||||||||
| Accounts payable and accrued expenses |
$ | 30,624 | $ | — | $ | 30,624 | ||||||
| Derivative liabilities |
20,423 | — | 20,423 | |||||||||
| Asset retirement obligations |
7,565 | — | 7,565 | |||||||||
| Current portion of long-term debt and notes payable |
36 | — | 36 | |||||||||
| TOTAL CURRENT LIABILITIES |
58,648 | — | 58,648 | |||||||||
| LONG-TERM LIABILITIES |
||||||||||||
| Gas imbalance payable |
5,313 | 314 | (3) | 5,627 | ||||||||
| Derivative liabilities |
26,011 | — | 26,011 | |||||||||
| Asset retirement obligations, net of current portion |
129,784 | 90,628 | (3) | 220,412 | ||||||||
| Long-term debt, net of current portion |
148,732 | 35,000 | (2) | 183,732 | ||||||||
| TOTAL LONG-TERM LIABILITIES |
309,840 | 125,942 | 435,782 | |||||||||
| TOTAL LIABILITIES |
368,488 | 125,942 | 494,430 | |||||||||
| COMMITMENTS AND CONTINGENCIES |
||||||||||||
| MEMBERS’ DEFICIT |
(46,631) | 30,000 | (1) | (16,631) | ||||||||
| TOTAL LIABILITIES AND MEMBERS’ DEFICIT |
$ | 321,857 | $ | 155,942 | $ | 477,799 | ||||||
| (1) | To reflect the capital contribution from Platinum associated with the Merit Acquisition. |
| (2) | To reflect the additional debt incurred associated with the Merit Acquisition. |
| (3) | To reflect the cash paid and assets and liabilities acquired associated with the Merit Acquisition and funding of the asset retirement obligation escrow. |
| (4) | To reflect the oil and gas properties purchased associated with the Merit Acquisition. |
2
Unaudited Pro Forma Statement of Operations
Three Months Ended March 31, 2011
| Historical Three Months Ended March 31, 2011 |
Pro Forma Adjustments for Merit Energy Acquisition |
Pro Forma Three Months Ended March 31, 2011 |
||||||||||
| (in thousands) | ||||||||||||
| Crude oil, natural gas and plant product sales |
$ | 55,827 | $ | 31,454 | (1) | $ | 87,281 | |||||
| Realized gain (loss) on derivative financial statements |
(336 | ) | — | (336 | ) | |||||||
| Unrealized gain (loss) on derivative financial statements |
(30,978 | ) | — | (30,978 | ) | |||||||
| Total revenues |
24,513 | 31,454 | 55,967 | |||||||||
| Lease operating expenses |
26,252 | 21,728 | (1) | 47,980 | ||||||||
| Depreciation, depletion and amortization |
7,994 | 4,365 | (2) | 12,359 | ||||||||
| General and administrative expense |
4,525 | 600 | (3) | 5,125 | ||||||||
| Accretion expense |
3,938 | 912 | (4) | 4,850 | ||||||||
| Total cost and expenses |
42,709 | 27,605 | 70,314 | |||||||||
| Operating income (loss) |
(18,196 | ) | 3,849 | (14,347 | ) | |||||||
| Other income (expense) |
(5,923 | ) | (455 | )(5) | (6,378 | ) | ||||||
| Net income (loss) |
$ | (24,119 | ) | $ | 3,394 | $ | (20,725 | ) | ||||
| (1) | To reflect Merit Energy’s historical revenue and direct operating expenses for the three months ended March 31, 2011. |
| (2) | To reflect additional depreciation, depletion and amortization associated with Merit Energy for the three months ended March 31, 2011. |
| (3) | To reflect additional G&A expense, including insurance, associated with Merit Energy for the three months ended March 31, 2011. |
| (4) | To reflect additional accretion of the asset retirement obligations related to Merit Energy for the three months ended March 31, 2011. |
| (5) | To reflect additional interest expense on the increased debt related to Merit Energy for the three months ended March 31, 2011. |
3
Unaudited Pro Forma Statement of Operations
Year Ended December 31, 2010
| Historical Year Ended December 31, 2010 |
Pro Forma Adjustments for Nippon Acquisition |
Pro Forma Adjustments for Merit Energy Acquisition |
Pro Forma Year Ended December 31, 2010 |
|||||||||||||
| (in thousands) | ||||||||||||||||
| Crude oil, natural gas and plant product sales |
$ | 112,565 | $ | 71,902 | (1) | $ | 118,588 | (5) | $ | 303,055 | ||||||
| Realized gain (loss) on derivative financial statements |
9,271 | — | — | 9,271 | ||||||||||||
| Unrealized gain (loss) on derivative financial statements |
(12,700 | ) | — | — | (12,700 | ) | ||||||||||
| Total revenues |
109,136 | 71,902 | 118,588 | 299,626 | ||||||||||||
| Lease operating expenses |
59,555 | 26,423 | (1) | 75,430 | (5) | 161,408 | ||||||||||
| Exploration expense |
14 | — | — | 14 | ||||||||||||
| Depreciation, depletion and amortization |
29,795 | 6,477 | (2) | 18,994 | (6) | 55,266 | ||||||||||
| Impairment expense |
6,406 | — | — | 6,406 | ||||||||||||
| General and administrative expense |
14,588 | 1,914 | (3) | 2,400 | (7) | 18,902 | ||||||||||
| Accretion expense |
9,175 | 5,252 | (4) | 3,647 | (8) | 18,074 | ||||||||||
| Total cost and expenses |
119,533 | 40,066 | 100,471 | 260,070 | ||||||||||||
| Operating income (loss) |
(10,397 | ) | 31,836 | 18,117 | 39,556 | |||||||||||
| Other income (expense) |
(13,501 | ) | — | (1,867 | )(9) | (15,368 | ) | |||||||||
| Net income (loss) |
$ | (23,898 | ) | $ | 31,836 | $ | 16,250 | $ | 24,188 | |||||||
| (1) | To reflect Nippon’s historical revenue and direct operating expenses for the nine months ended September 30, 2010. |
| (2) | To reflect additional depreciation, depletion and amortization associated with Nippon for the nine months ended September 30, 2010. |
| (3) | To reflect additional G&A expense, including insurance, associated with Nippon for the nine months ended September 30, 2010. |
| (4) | To reflect additional accretion of the asset retirement obligations related to Nippon for the nine months ended September 30, 2010. |
| (5) | To reflect Merit Energy’s historical revenue and direct operating expenses for the twelve months ended December 31, 2010. |
| (6) | To reflect additional depreciation, depletion and amortization associated with Merit Energy for the twelve months ended December 31, 2010. |
| (7) | To reflect additional G&A expense, including insurance, associated with Merit Energy for the twelve months ended December 31, 2010. |
| (8) | To reflect additional accretion of the asset retirement obligations related to Merit Energy for the twelve months ended December 31, 2010. |
| (9) | To reflect additional interest expense on the increased debt related to Merit Energy for the twelve months ended December 31, 2010 and does not include the $4.5 million consent fee to obtain a waiver for the $30 million limitation on capital expenditures. |
4