Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ABRAXAS PETROLEUM CORP | axas8kbee.htm |
| EX-2.1 - AGREEMENT TO DISSOLVE - ABRAXAS PETROLEUM CORP | dissolutionage.htm |
Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information is derived from the historical financial statements of the Abraxas Petroleum Corporation and reflects the impact of the dissolution of its Blue Eagle Energy, LLC joint venture. On September 4, 2012 Abraxas dissolved its Eagle Ford joint venture, Blue Eagle Energy LLC. Abraxas and its joint venture partner will split the assets with Abraxas retaining a 100 percent interest in the Eagleford and shallower rights in Jourdanton, Atascosa County (4,401 net acres), a 100 percent interest in Yoakum, DeWitt County (1,868 net acres), a 25 percent interest in WyCross, McMullen County (695 net acres), and a 25 percent interest in Nordheim, DeWitt County (944 net acres). The producing wells are currently producing 205 barrels of oil equivalent per day (62 percent oil and 11 percent ngls) net to the interest retained by Abraxas. The proved reserves attributable to the Abraxas interests are approximately 2.4 million barrels of oil equivalent (27 percent oil and 25 percent NGLS). The probable reserves attributable to the Abraxas interests are 3.7 million barrels of oil equivalent (54 percent oil and 15 percent NGLS). Abraxas will receive a $7 million cash payment, adjusted for various working capital components, and will receive 25 percent of the remaining cash and working capital in Blue Eagle upon its final liquidation.
The Unaudited Pro Forma Condensed Balance Sheet of Abraxas Petroleum Corporation as of June 30, 2012, has been prepared assuming the dissolution of the joint venture was consummated on June 30, 2012. The Unaudited Pro Forma Statements of Operations of Abraxas Petroleum Corporation for the year ended December 31, 2011 and for the six month period ended June 30, 2012 have been prepared assuming the dissolution of the joint venture was consummated on January 1, 2011. These Unaudited Pro Forma Condensed financial statements should be read in conjunction with the notes thereto, and the Consolidated Financial Statements and notes thereto of Abraxas Petroleum Corporation filed with the Company’s Form 10-K for the year ended December 31, 2011 and Form 10-Q for the six months ended June 30, 2012.
The Unaudited Pro Forma Financial Information is not indicative of the financial position or results of operations of Abraxas Petroleum Corporation which would actually have occurred if the transaction 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 crude oil and natural gas production declines, reductions in prices paid for crude oil and natural gas, future acquisitions and other factors.
Abraxas Petroleum Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(in thousands)
|
June 30,
|
Pro-Forma
|
June 30,
|
|||||||||
|
2012
|
Adjustments
|
2012
|
|||||||||
|
(Unaudited)
|
Pro- Forma
|
||||||||||
|
Assets
|
`
|
||||||||||
|
Current assets:
|
|||||||||||
|
Cash and cash equivalents
|
$
|
308
|
6,025
|
(a)
|
$
|
6,333
|
|||||
|
Accounts receivable, net:
|
11,405
|
(263
|
)
|
(b)
|
11,142
|
||||||
|
Derivative asset – current
|
2,535
|
—
|
2,535
|
||||||||
|
Other current assets
|
455
|
—
|
455
|
||||||||
|
Total current assets
|
14,703
|
5,762
|
20,465
|
||||||||
|
Property and equipment:
|
|||||||||||
|
Oil and gas properties, full cost method of accounting:
|
|||||||||||
|
Proved
|
521,919
|
20,540
|
(c)
|
542,459
|
|||||||
|
Unproved properties excluded from depletion
|
2,185
|
—
|
2,185
|
||||||||
|
Other property and equipment
|
37,290
|
—
|
37,290
|
||||||||
|
Total
|
561,394
|
20,540
|
581,934
|
||||||||
|
Less accumulated depreciation, depletion, and amortization
|
(358,232
|
)
|
—
|
(358,232
|
)
|
||||||
|
Total property and equipment – net
|
203,162
|
20,540
|
223,702
|
||||||||
|
|
|||||||||||
|
Investment in joint venture
|
28,249
|
(28,249
|
)
|
(d)
|
—
|
||||||
|
Deferred financing fees, net
|
3,797
|
—
|
3,797
|
||||||||
|
Derivative asset – long-term
|
2,640
|
—
|
2,640
|
||||||||
|
Other assets
|
744
|
—
|
744
|
||||||||
|
Total assets
|
$
|
253,295
|
(1,947
|
)
|
$
|
251,348
|
|||||
See accompanying notes to consolidated pro forma financial statements
Abraxas Petroleum Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet (continued)
(in thousands, except share data)
|
June 30,
|
Pro-Forma
|
June 30,
|
|||||||||
|
2012
|
Adjustments
|
2012
|
|||||||||
|
(Unaudited)
|
Pro- Forma
|
||||||||||
|
Liabilities and Stockholders’ Equity
|
|||||||||||
|
Current liabilities:
|
|||||||||||
|
Accounts payable
|
$
|
18,491
|
$ |
—
|
$
|
18,491
|
|||||
|
Oil and gas production payable
|
7,208
|
(1,958
|
)
|
(e)
|
5,250
|
||||||
|
Accrued interest
|
151
|
—
|
151
|
||||||||
|
Other accrued expenses
|
1,319
|
—
|
1,319
|
||||||||
|
Derivative liability – current
|
4,058
|
—
|
4,058
|
||||||||
|
Current maturities of long-term debt
|
186
|
—
|
186
|
||||||||
|
Total current liabilities
|
31,413
|
(1,958
|
)
|
29,455
|
|||||||
|
Long-term debt, excluding current maturities
|
136,664
|
—
|
136,664
|
||||||||
|
Derivative liability – long-term
|
1,128
|
—
|
1,128
|
||||||||
|
Future site restoration
|
8,716
|
11
|
(f)
|
8,727
|
|||||||
|
Total liabilities
|
177,921
|
(1,947
|
)
|
175,974
|
|||||||
|
Stockholders’ Equity
|
—
|
||||||||||
|
Preferred stock, par value $0.01 per share, authorized 1,000,000 shares; -0- issued and outstanding
|
|||||||||||
|
Common stock, par value $0.01 per share, authorized 200,000,000 shares; 92,335,057 and 92,261,057 issued and outstanding
|
923
|
—
|
923
|
||||||||
|
Additional paid-in capital
|
249,738
|
—
|
249,738
|
||||||||
|
Accumulated deficit
|
(174,748
|
)
|
—
|
(174,748
|
)
|
||||||
|
Accumulated other comprehensive loss
|
(539
|
)
|
—
|
(539
|
)
|
||||||
|
Total stockholders’ equity
|
75,374
|
—
|
75,374
|
||||||||
|
Total liabilities and stockholders’ equity
|
$
|
253,295
|
$ |
(1,947
|
)
|
$
|
251,348
|
||||
See accompanying notes to consolidated pro forma financial statements
Abraxas Petroleum Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2012
(Unaudited)
(in thousands, except per share data)
|
June 30,
2012
|
Pro Forma Adjustments
|
Pro-Forma
June 30,2012
|
|||||||||
|
Revenue:
|
|||||||||||
|
Oil and gas production revenues
|
$
|
32,313
|
$
|
3,212
|
(a)
|
$
|
35,525
|
||||
|
Other
|
18
|
—
|
18
|
||||||||
|
32,331
|
3,212
|
35,543
|
|||||||||
|
Operating costs and expenses:
|
|||||||||||
|
Lease operating expenses
|
11,316
|
357
|
(b)
|
11,673
|
|||||||
|
Production taxes
|
2,985
|
135
|
(b)
|
3,120
|
|||||||
|
Depreciation, depletion, and amortization
|
10,218
|
446
|
(c)
|
10,664
|
|||||||
|
Impairment
|
1,306
|
—
|
1,306
|
||||||||
|
General and administrative (including stock-based compensation of $1,199)
|
4,305
|
—
|
4,305
|
||||||||
|
30,130
|
938
|
31,068
|
|||||||||
|
Operating income (loss)
|
2,201
|
2,274
|
4,475
|
||||||||
|
Other (income) expense:
|
|||||||||||
|
Interest income
|
(2
|
)
|
—
|
(2
|
)
|
||||||
|
Interest expense
|
2,465
|
—
|
2,465
|
||||||||
|
Amortization of deferred financing fee
|
296
|
—
|
296
|
||||||||
|
(Gain) loss on derivative contracts - realized
|
(866
|
)
|
—
|
(866
|
)
|
||||||
|
(Gain) loss on derivative contracts – unrealized
|
(9,420
|
)
|
—
|
(9,420
|
)
|
||||||
|
Equity in income of joint venture
|
(2,034
|
)
|
2,034
|
(e)
|
—
|
||||||
|
Other
|
42
|
—
|
42
|
||||||||
|
(9,519
|
)
|
2,034
|
(7,485
|
)
|
|||||||
|
Net income (loss)
|
$
|
11,720
|
$
|
240
|
$
|
11,960
|
|||||
|
Net income (loss) per common share – basic
|
$
|
0.13
|
$
|
—
|
$
|
0.13
|
|||||
|
Net income (loss) per common share – diluted
|
$
|
0.13
|
$
|
—
|
$
|
0.13
|
|||||
See accompanying notes to consolidated pro forma financial statements
Abraxas Petroleum Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2011
(Unaudited)
(in thousands, except per share data)
|
December 31,
2011
|
Pro Forma Adjustments
|
Pro-Forma
December 31, 2011
|
|||||||||
|
Revenue:
|
|||||||||||
|
Oil and gas production revenues
|
$
|
64,615
|
$
|
3,223
|
(a)
|
$
|
67,838
|
||||
|
Other
|
7
|
—
|
7
|
||||||||
|
64,622
|
3,223
|
67,845
|
|||||||||
|
Operating costs and expenses:
|
|||||||||||
|
Lease operating expenses
|
21,581
|
125
|
(b)
|
21,706
|
|||||||
|
Production taxes
|
5,766
|
73
|
(b)
|
5,839
|
|||||||
|
Depreciation, depletion, and amortization
|
16,194
|
740
|
(c)
|
16,934
|
|||||||
|
General and administrative (including stock-based compensation of $1,987)
|
9,433
|
—
|
9,433
|
||||||||
|
52,974
|
938
|
53,912
|
|||||||||
|
Operating income (loss)
|
11,648
|
2,285
|
13,933
|
||||||||
|
Other (income) expense:
|
|||||||||||
|
Interest income
|
(7
|
)
|
—
|
(7
|
)
|
||||||
|
Interest expense
|
4,898
|
1
|
(d)
|
4,899
|
|||||||
|
Amortization of deferred financing fee
|
1,762
|
—
|
1,762
|
||||||||
|
(Gain) loss on derivative contracts - realized
|
676
|
—
|
676
|
||||||||
|
(Gain) loss on derivative contracts – unrealized
|
(7,476
|
)
|
—
|
(7,476
|
)
|
||||||
|
Equity in income of joint venture
|
(2,187
|
)
|
2,187
|
(e)
|
—
|
||||||
|
Other
|
316
|
—
|
316
|
||||||||
|
(2,018
|
)
|
2,188
|
170
|
||||||||
|
Net income (loss) before income tax
|
$
|
13,666
|
$
|
97
|
$
|
13,763
|
|||||
|
Income tax (expense) benefit
|
77
|
—
|
77
|
||||||||
|
Net income (loss)
|
$
|
13,743
|
$
|
97
|
$
|
13,840
|
|||||
|
Net income (loss) per common share – basic
|
$
|
0.15
|
$
|
—
|
$
|
0.15
|
|||||
|
Net income (loss) per common share – diluted
|
$
|
0.15
|
$
|
—
|
$
|
0.15
|
|||||
See accompanying notes to consolidated pro forma financial statements
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
NOTE 1. The Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2012 reflects the dissolution of the joint venture as if it had occurred as of June 30, 2012:
|
(a)
|
Cash proceeds to Abraxas Petroleum.
|
|
(b)
|
Record assignment of Blue Eagle receivable to Abraxas Petroleum.
|
|
(c)
|
Transfer net balance of investment in joint venture to proved properties. Properties and assets acquired are recorded as a purchase of assets. No gain or loss is recognized in connection with this transaction.
|
|
(d)
|
Net balance in joint venture transferred to proved properties.
|
|
(e)
|
Record assignment of Blue Eagle revenue receivable to Abraxas Petroleum.
|
|
(f)
|
Record future site restoration liability for producing properties distributed from joint venture.
|
NOTE 2. The Unaudited Pro Forma Statement of Operations for the six months ended June 30, 2012 and the year ended December 31, 2011, reflects the dissolution of the joint venture as if it had been consummated as of January 1, 2011.
|
(a)
|
Revenue attributable to the oil and gas properties retained by Abraxas Petroleum.
|
|
(b)
|
Lease operating expense and taxes related to properties retained by Abraxas Petroleum.
|
|
(c)
|
Depletion on production from oil and gas properties retained by Abraxas Petroleum.
|
|
(d)
|
Record accretion of future site restoration liability.
|
|
(e)
|
Eliminate income from joint venture.
|
The Company estimates that the cost completing of this transaction were approximately $45,000.