Attached files
file | filename |
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8-K/A - 8-K/A - Black Raven Energy, Inc. | a12-5630_18ka.htm |
EX-99.2 - EX-99.2 - Black Raven Energy, Inc. | a12-5630_1ex99d2.htm |
EX-99.3 - EX-99.3 - Black Raven Energy, Inc. | a12-5630_1ex99d3.htm |
Exhibit 99.1
Black Raven Energy, Inc.
Acquired Properties
Unaudited Combined Statements of Revenues and Direct Operating Expenses
Nine months ended September 30, 2011 and 2010
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2011 |
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2010 |
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Revenues: |
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Revenues from working interests |
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$ |
2,102,443 |
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$ |
1,415,761 |
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Total revenues |
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2,102,443 |
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1,415,761 |
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Direct operating expenses: |
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Lease operating expenses |
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954,500 |
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1,082,675 |
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Production and other taxes |
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106,594 |
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71,779 |
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Total direct operating expenses |
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1,061,094 |
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1,154,454 |
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Excess of revenues over direct operating expenses |
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1,041,349 |
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261,307 |
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See accompanying notes to these unaudited statements of revenues and direct operating expenses.
Black Raven Energy, Inc.
Acquired Properties
Notes to Combined Unaudited Statements of Revenues and Direct Operating Expenses
Nine months ended September 30, 2011 and 2010
Note 1Basis of Presentation
On May 25, 2011, Black Raven Energy, Inc. (Black Raven) entered into a Purchase and Sale Agreement (the Agreement) with Adena Badger Creek LLC (Adena Badger) to acquire producing assets and leaseholds associated with oil properties in Morgan County, Colorado. The acquisition was effective May 1, 2011 (the Effective Date) and closed on July 27, 2011 for an adjusted total purchase price of approximately $15.75 million in cash, subject to contractual post-closing adjustments as set forth in the Agreement.
On October 27, 2011, Black Raven Energy entered into a Purchase and Sale agreement with Aspire Investments, LLC (Aspire) to acquire the remaining 20% working interest in oil and gas properties in the Adena Field in Morgan County, Colorado. The acquisition was effective July 1, 2011 and closed on December 9, 2011, for a purchase price of $1.7 million in cash, subject to post-closing adjustments as set forth in the Agreement.
The accompanying unaudited statements of revenues and direct operating expenses include the operations of the oil and gas properties (the Properties) acquired from Adena Badger and Aspire (the Sellers).
Total revenues in the accompanying unaudited statements of revenues and direct operating expenses consisted of oil production of 23,766 barrels from 8 wells during the first nine months of 2011 as compared to oil production of 20,714 from 6 wells during the first nine months of 2010. These wells were operated by Klabzuba Oil and Gas, Inc. (Klabzuba).
The Sellers did not prepare separate stand-alone historical financial statements for these assets in accordance with accounting principles generally accepted in the United States of America. Accordingly, it is not practicable to identify all assets and liabilities, or other indirect operating costs applicable to the Sellers. The statements of revenues and direct operating expenses are presented in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission Regulation S-X, and are not necessarily indicative of the results of operations for the Properties in future periods due to the exclusion of certain expenses. The accompanying statements of revenues and direct operating expenses were compiled from the historical accounting records of the Sellers.
Certain excluded expenses as further described in Note 5 were not allocated to the Sellers historical financial records. Any attempt to allocate these expenses would require significant and judgmental allocations, which would be arbitrary and may not be indicative of the performance of the Properties had they been owned by Black Raven.
These unaudited statements of revenues and direct operating expenses do not represent a complete set of financial statements reflecting financial position, results of operations, members equity, and cash flows of the Sellers and may not be indicative of the results of operations for the Sellers going forward.
Note 2Significant Accounting Policies
Use of Estimates
The preparation of statements of revenues and direct operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the statements of revenues and direct operating expenses. Actual results could differ from those estimates.
Revenue Recognition
Total revenues in the accompanying unaudited statements of revenues and direct operating expenses include the sale of oil to purchasers. The Sellers recognize revenues based on the amount of oil sold to purchasers when delivery to the purchaser has occurred and title has transferred. Total revenues do not include the effect of hedges on production from these Properties because hedging activities of the Sellers may not be reflective of the strategy that might be used by Black Raven.
Direct Operating Expenses
Direct operating expenses are recognized when incurred and consist of direct expenses associated with the Properties acquired by Black Raven. The direct operating expenses include lease operating and production and other tax expense. Lease operating expenses include lifting costs, well repair, surface repair, well workover costs, and other field expenses. Lease operating expenses also include expenses directly associated with support personnel, support services, equipment, and facilities directly related to oil production activities. Production and other taxes consist of severance and ad valorem taxes.
Note 3Related Party Transactions
The Properties are operated by Klabzuba, an affiliate of Adena Badger. All revenues and expenditures are processed by the affiliate. Producing and drilling overhead charges are not included as expenses in the accompanying unaudited statements of revenues and direct operating expenses.
Note 4Contingencies
The activities of the Sellers are subject to potential claims and litigation in the normal course of operations. Klabzubas management, as operator of the Properties, does not believe that any potential liability resulting from any future litigation, claims, or assessments would have a material effect on the operations or financial results of the Properties.
Note 5Excluded Expenses
As discussed in Note 1, certain costs and expenses of the Sellers have not been included in the accompanying unaudited statements of revenue and direct operating expenses. These costs, which do not contribute directly to the revenue generating activities of the Properties, include general and administrative expenses, interest, income taxes, and other indirect expenses of the Sellers that are not allocated to the Properties. Such excluded costs are not reasonably known by management of the Sellers, and may not be indicative of future costs to be incurred by Black Raven.
Also, depreciation, depletion, and amortization and accretion of the asset retirement obligation have been excluded from the accompanying statements of revenues and direct operating expenses as such amounts would not necessarily be indicative of those expenses that will be incurred by Black Raven due to Black Ravens new cost basis in the Properties.