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8-K/A - AMENDMENT TO FORM 8-K - Athlon Energy Inc.a14-10448_18ka.htm
EX-99.1 - EX-99.1 - Athlon Energy Inc.a14-10448_1ex99d1.htm

Exhibit 99.4

 

ATHLON ENERGY INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

INTRODUCTION

 

Athlon Energy Inc. (“Athlon”), a Delaware corporation, incorporated on April 1, 2013 and is an independent exploration and production company focused on the acquisition, development, and exploitation of unconventional oil and liquids-rich natural gas reserves in the Permian Basin.  On April 7, 2014, Athlon entered into purchase and sale agreements with Hibernia Holdings, LLC (“Hibernia”) and Piedra Energy II, LLC (“Piedra”) to acquire certain oil and natural gas properties and related assets in the Permian Basin in West Texas for $667.7 million in cash, in the aggregate (the “Acquisitions”).  The accompanying unaudited pro forma financial statements give effect to the Acquisitions, including related financing transactions.  The unaudited pro forma balance sheet assumes that the Acquisitions and related transactions occurred on December 31, 2013.  The unaudited pro forma statement of operations assumes that the Acquisitions and related transactions occurred on January 1, 2013.

 

The accompanying unaudited pro forma financial statements should be read together with: (1) Athlon’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2013; (2) Hibernia Energy LLC’s audited consolidated financial statements as of and for the year ended December 31, 2013, which is included as an exhibit to this Current Report on Form 8-K/A; and (3) Piedra’s audited Schedule of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties, which is incorporated by reference into this Current Report on Form 8-K/A.

 

The accompanying unaudited pro forma financial statements were derived by making certain adjustments to Athlon’s historical consolidated financial statements.  The adjustments are based on currently available information and certain estimates and assumptions.  Therefore, the actual adjustments may differ from the pro forma adjustments.  However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial statements.

 

The unaudited pro forma financial statements and related notes are presented for illustrative purposes only.  If the Acquisitions and related transactions had occurred in the past, Athlon’s operating results might have been materially different from those presented in the unaudited pro forma financial statements.  The unaudited pro forma financial statements should not be relied upon as an indication of operating results that Athlon would have achieved if the Acquisitions and related transactions had taken place on the specified date.  In addition, future results may vary significantly from the results reflected in the unaudited pro forma statement of operations and should not be relied on as an indication of the future results Athlon will have after the completion of the Acquisitions and related transactions.

 

1



 

ATHLON ENERGY INC.

UNAUDITED PRO FORMA BALANCE SHEET

December 31, 2013

(in thousands)

 

 

 

Athlon Historical

 

Hibernia
Historical

 

Pro Forma
Adjustments

 

Pro Forma as
Adjusted

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

113,025

 

$

1,299

 

$

(1,831

)(a)

$

109,094

 

 

 

 

 

 

 

667,700

(b)

 

 

 

 

 

 

 

 

(668,999

)(c)

 

 

 

 

 

 

 

 

(2,100

)(d)

 

 

Accounts receivable

 

48,238

 

3,127

 

(3,127

)(c)

48,238

 

Inventory

 

928

 

 

 

928

 

Deferred taxes

 

380

 

 

 

380

 

Other

 

1,166

 

119

 

(119

)(c)

1,166

 

Total current assets

 

163,737

 

4,545

 

(8,476

)

159,806

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas properties and equipment, at cost - full cost method:

 

 

 

 

 

 

 

 

 

Evaluated, including wells and related equipment

 

1,244,178

 

127,051

 

182,231

(c)

1,553,460

 

Unevaluated

 

89,859

 

 

359,207

(c)

449,066

 

Accumulated depletion, depreciation, and amortization

 

(160,779

)

(4,129

)

4,129

(c)

(160,779

)

 

 

1,173,258

 

122,922

 

545,567

 

1,841,747

 

 

 

 

 

 

 

 

 

 

 

Derivatives, at fair value

 

2,330

 

 

 

2,330

 

Debt issuance costs

 

14,679

 

422

 

1,831

(a)

16,510

 

 

 

 

 

 

 

(422

)(c)

 

 

Other

 

1,447

 

146

 

(146

)(c)

1,447

 

Total assets

 

$

1,355,451

 

$

128,035

 

$

538,354

 

$

2,021,840

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

459

 

$

9,192

 

$

(9,192

)(c)

$

459

 

Accrued liabilities:

 

 

 

 

 

 

 

 

 

Lease operating

 

6,563

 

 

 

6,563

 

Production, severance, and ad valorem taxes

 

2,550

 

 

 

2,550

 

Development capital

 

68,059

 

 

 

68,059

 

Interest

 

7,790

 

217

 

(217

)(c)

7,790

 

Derivatives, at fair value

 

8,354

 

 

 

8,354

 

Revenue payable

 

20,513

 

3

 

(3

)(c)

20,513

 

Other

 

4,035

 

 

 

4,035

 

Total current liabilities

 

118,323

 

9,412

 

(9,412

)

118,323

 

 

 

 

 

 

 

 

 

 

 

Asset retirement obligations, net of current portion

 

6,795

 

724

 

65

(c)

7,584

 

Long-term debt

 

500,000

 

45,000

 

667,700

(b)

1,167,700

 

 

 

 

 

 

 

(45,000

)(c)

 

 

Deferred taxes

 

92,397

 

 

 

92,397

 

Other

 

101

 

738

 

(738

)(c)

101

 

Total liabilities

 

717,616

 

55,874

 

612,615

 

1,386,105

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

Members’ equity

 

 

72,161

 

(72,161

)(c)

 

Preferred stock

 

 

 

 

 

Common stock

 

821

 

 

 

821

 

Additional paid-in capital

 

593,943

 

 

 

593,943

 

Retained earnings

 

32,283

 

 

(2,100

)(d)

30,183

 

Total stockholders’ equity

 

627,047

 

72,161

 

(74,261

)

624,947

 

Noncontrolling interest

 

10,788

 

 

 

10,788

 

Total equity

 

637,835

 

72,161

 

(74,261

)

635,735

 

Total liabilities and equity

 

$

1,355,451

 

$

128,035

 

$

538,354

 

$

2,021,840

 

 

The accompanying notes are an integral part of these unaudited pro forma financial statements.

 

2



 

ATHLON ENERGY INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

(in thousands, except per share amounts)

 

 

 

Athlon Historical

 

Hibernia Historical

 

Piedra Historical

 

Pro Forma
Adjustments

 

Pro Forma as
Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas revenues

 

$

299,373

 

$

17,595

 

$

28,862

 

$

2,006

(a)

$

347,836

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Production

 

53,046

 

2,564

 

5,640

 

692

(a)

61,942

 

Depletion, depreciation, and amortization

 

87,171

 

3,417

 

 

4,889

(b)

95,477

 

General and administrative

 

21,331

 

3,340

 

 

 

24,671

 

Contract termination fee

 

2,408

 

 

 

 

2,408

 

Acquisitions costs

 

421

 

 

 

 

421

 

Derivative fair value loss

 

18,115

 

1,821

 

 

 

19,936

 

Accretion of discount on asset retierment obligations

 

675

 

19

 

 

73

(c)

767

 

Total expenses

 

183,167

 

11,161

 

5,640

 

5,654

 

205,622

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

116,206

 

6,434

 

23,222

 

(3,648

)

142,214

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(36,669

)

(1,160

)

 

(16,663

)(d)

(54,492

)

Other

 

35

 

160

 

 

 

195

 

Total other expenses

 

(36,634

)

(1,000

)

 

(16,663

)

(54,297

)

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

79,572

 

5,434

 

23,222

 

(20,311

)

87,917

 

Income tax provision

 

19,150

 

 

 

2,011

(e)

21,161

 

Consolidated net income

 

60,422

 

5,434

 

23,222

 

(22,322

)

66,756

 

Less: net income attributable to noncontrolling interest

 

1,359

 

 

 

93

(f)

1,452

 

Net income attributable to stockholders

 

$

59,063

 

$

5,434

 

$

23,222

 

$

(22,415

)

$

65,304

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.80

 

 

 

 

 

 

 

$

0.89

 

Diluted

 

$

0.80

 

 

 

 

 

 

 

$

0.88

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

72,915

 

 

 

 

 

 

 

72,915

 

Diluted

 

74,771

 

 

 

 

 

 

 

74,771

 

 

The accompanying notes are an integral part of these unaudited pro forma financial statements.

 

3



 

ATHLON ENERGY INC.

 

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

 

Note 1.   Basis of Presentation, the Offering, and Other Transactions

 

Athlon’s historical financial information is derived from Athlon’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by reference into this Current Report on Form 8-K/A.  Hibernia Energy LLC’s historical financial information is derived from Hibernia’s audited consolidated financial statements as of and for the year ended December 31, 2013, which is included as an exhibit to this Current Report on Form 8-K/A.  Piedra’s historical financial information is derived from Piedra’s audited Schedule of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties, which is incorporated by reference into this Current Report on Form 8-K/A.  Piedra’s Schedule of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties is not intended to be a complete presentation of the results of operations of the properties, as they do not include general and administrative expenses, effects of derivative transactions, interest income or expense, depreciation, depletion, and amortization, any provision for income tax expenses, and other income and expense items not directly associated with direct operating revenues from natural gas, natural gas liquids, and crude oil.  As such, they are not indicative of the operating results of the Piedra assets going forward.

 

For purposes of the unaudited pro forma balance sheet, it is assumed that the Acquisitions and related transactions occurred on December 31, 2013.  For purposes of the unaudited pro forma statement of operations, it is assumed that the Acquisitions and related transactions occurred on January 1, 2013.

 

Note 2.   Pro Forma Adjustments and Assumptions

 

Athlon made the following adjustments and assumptions in the preparation of the unaudited pro forma balance sheet:

 

(a)         On April 11, 2014, Athlon received firm commitments from the lenders under its credit agreement to increase the borrowing base from $525 million to $1.0 billion.  Reflects estimated debt issuance costs associated with this borrowing base redetermination.

 

(b)         Reflects borrowings under Athlon’s credit agreement to fund the purchase price of the Acquisitions.

 

(c)          To eliminate the assets, liabilities, and members’ equity not acquired or assumed from Hibernia in the Acquisitions, to record the Acquisitions for $667.7 million in cash, and to allocate the purchase price to the assets acquired and liabilities assumed.  The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and, therefore, subject to change.  Any future adjustments to the allocation of the purchase price are not expected to have a material effect on Athlon’s financial condition, results of operations, or cash flows.

 

The allocation of the purchase price of the Acquisitions to the fair value of the assets acquired and liabilities assumed is as follows (in thousands):

 

Evaluated oil and natural gas properties, including wells and related equipment

 

$

309,282

 

Unevaluated oil and natural gas properties

 

359,207

 

Total assets acquired

 

668,489

 

Asset retirement obligations

 

789

 

Total liabilities assumed

 

789

 

Fair value of net assets acquired

 

$

667,700

 

 

(d)         Reflects estimated acquisition costs incurred in connection with the consummation of the Acquisitions.

 

Athlon made the following adjustments and assumptions in the preparation of the unaudited pro forma statement of operations:

 

(a)         A portion of the assets acquired by Hibernia were acquired by them during May 2013.  Reflects the incremental oil and natural gas revenues and production costs associated with those assets Hibernia from January 1, 2013 through the date of acquisition.

 

(b)         Reflects incremental depletion, depreciation, and amortization of oil and natural gas properties associated with the Acquisitions.  Costs associated with evaluated properties are amortized using a unit-of-production basis under the full cost method of accounting for oil and natural gas properties.

 

4



 

ATHLON ENERGY INC.

 

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS — Continued

 

(c)          Reflects incremental accretion of discount on asset retirement obligations associated with the Acquisitions.

 

(d)         Reflects estimated incremental interest expense associated with borrowings under Athlon’s credit agreement to fund the purchase price of the Acquisitions and amortization of incremental debt issuance costs associated with the aforementioned borrowing base redetermination.

 

If the LIBOR rate increased 1/8%, we would have incurred approximately $1.0 million more of interest expense and if the rate decreased 1/8%, we would have incurred approximately $1.0 million less.

 

(e)          Reflects estimated incremental income tax provision associated with the additional operating income from the Acquisitions and the pro forma adjustments using Athlon’s effective tax rate for 2013 of 24.1%.  This rate is inclusive of federal, state, and local income taxes and differs from the statutory rate as Athlon has only been subject to federal income tax as a subchapter C corporation since the date of its incorporation.

 

(f)           Reflects estimated increase in net income attributable to noncontrolling interest associated with the additional operating income from the Acquisitions and the pro forma adjustments.  Athlon is the sole managing partner of Athlon Holdings LP and owns less than 100% of the economic interest in Athlon Holdings LP, but has 100% of the voting power and controls the management of Athlon Holdings LP.

 

Note 3. Pro Forma Earnings Per Share

 

The following table reflects the pro forma allocation of net income to Athlon’s common stockholders and earnings per share (“EPS”) computations for 2013 (in thousands, except per share amounts):

 

Basic EPS

 

 

 

Numerator:

 

 

 

Undistributed net income attributable to stockholders

 

$

65,304

 

Participation rights of unvested RSUs in undistributed earnings

 

(698

)

Basic undistributed net income attributable to stockholders

 

$

64,606

 

Denominator:

 

 

 

Basic weighted average shares outstanding

 

72,915

 

Basic EPS attributable to stockholders

 

$

0.89

 

 

 

 

 

Diluted EPS

 

 

 

Numerator:

 

 

 

Undistributed net income attributable to stockholders

 

$

65,304

 

Participation rights of unvested RSUs in undistributed earnings

 

(681

)

Effect of conversion of New Holdings Units to shares of Athlon’s common stock

 

1,452

 

Diluted undistributed net income attributable to stockholders

 

$

66,075

 

Denominator:

 

 

 

Basic weighted average shares outstanding

 

72,915

 

Effect of conversion of New Holdings Units to shares of Athlon’s common stock

 

1,856

 

Diluted weighted average shares outstanding

 

74,771

 

Diluted EPS attributable to stockholders

 

$

0.88

 

 

Note 4.         Supplementary Information

 

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures.  Oil and natural gas reserve engineering is and must be recognized as a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in any exact way, and estimates of other engineers might differ materially from those included herein.  The accuracy of any reserve estimate is a function of the quality of available data and engineering, and estimates may justify revisions based on the results of drilling, testing, and production activities.  Accordingly, reserve estimates are often materially different from the quantities of oil and natural gas that are ultimately recovered.  Reserve estimates are integral to management’s analysis of impairment of oil and natural gas properties and the calculation of depletion, depreciation, and amortization on these properties.  Natural gas volumes include natural gas liquids.

 

5

 


 


 

ATHLON ENERGY INC.

 

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS — Continued

 

Athlon’s estimated pro forma net quantities of proved reserves were as follows as of December 31, 2013:

 

 

 

Athlon Historical

 

Hibernia Historical

 

Piedra Historical

 

Total Pro Forma

 

Proved developed reserves:

 

 

 

 

 

 

 

 

 

Oil (MBbls)

 

26,436

 

4,159

 

2,414

 

33,009

 

Natural gas (MMcf)

 

121,820

 

10,067

 

8,242

 

140,129

 

Combined (MBOE)

 

46,740

 

5,837

 

3,787

 

56,364

 

Proved undeveloped reserves:

 

 

 

 

 

 

 

 

 

Oil (MBbls)

 

44,738

 

9,695

 

6,868

 

61,301

 

Natural gas (MMcf)

 

214,718

 

23,012

 

23,247

 

260,977

 

Combined (MBOE)

 

80,524

 

13,530

 

10,743

 

104,797

 

Proved reserves:

 

 

 

 

 

 

 

 

 

Oil (MBbls)

 

71,174

 

13,854

 

9,282

 

94,310

 

Natural gas (MMcf)

 

336,538

 

33,079

 

31,489

 

401,106

 

Combined (MBOE)

 

127,264

 

19,367

 

14,530

 

161,161

 

 

The changes in Athlon’s pro forma proved reserves were as follows for 2013:

 

 

 

Athlon Historical

 

Hibernia Historical

 

Piedra Historical

 

Total Pro Forma

 

 

 

 

 

Natural

 

Oil

 

 

 

Natural

 

Oil

 

 

 

Natural

 

Oil

 

 

 

Natural

 

Oil

 

 

 

Oil

 

Gas

 

Equivalent

 

Oil

 

Gas

 

Equivalent

 

Oil

 

Gas

 

Equivalent

 

Oil

 

Gas

 

Equivalent

 

 

 

(MBbls)

 

(MMcf)

 

(MBOE)

 

(MBbls)

 

(MMcf)

 

(MBOE)

 

(MBbls)

 

(MMcf)

 

(MBOE)

 

(MBbls)

 

(MMcf)

 

(MBOE)

 

Balance, December 31, 2012

 

49,423

 

219,333

 

85,979

 

3,176

 

6,991

 

4,341

 

9,688

 

23,624

 

13,625

 

62,287

 

249,948

 

103,945

 

Purchases of minerals-in-place

 

495

 

2,059

 

838

 

8,288

 

18,262

 

11,332

 

 

 

 

8,783

 

20,321

 

12,170

 

Extensions and discoveries

 

23,895

 

102,820

 

41,031

 

2,248

 

4,977

 

3,078

 

 

 

 

26,143

 

107,797

 

44,109

 

Revisions of previous estimates

 

43

 

22,977

 

3,874

 

304

 

3,220

 

840

 

(139

)

8,527

 

1,282

 

208

 

34,724

 

5,996

 

Production

 

(2,682

)

(10,651

)

(4,458

)

(162

)

(371

)

(224

)

(267

)

(662

)

(377

)

(3,111

)

(11,684

)

(5,059

)

Balance, December 31, 2013

 

71,174

 

336,538

 

127,264

 

13,854

 

33,079

 

19,367

 

9,282

 

31,489

 

14,530

 

94,310

 

401,106

 

161,161

 

 

The following pro forma standardized measure of the discounted net future cash flows and changes applicable to proved reserves reflect the effect of income taxes assuming the Acquisitions had been subject to federal income tax.  The future net cash flows are discounted at 10% per year and assume continuation of existing economic conditions.

 

The standardized measure of discounted future net cash flows, in management’s opinion, should be examined with caution.  The basis for this table is the reserve studies prepared by independent petroleum engineering consultants, which contain imprecise estimates of quantities and rates of production of reserves.  Revisions of previous year estimates can have a significant impact on these results.  Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation.  Therefore, the standardized measure of discounted future net cash flows is not necessarily indicative of the fair value of Athlon’s proved oil and natural gas properties.

 

The data presented should not be viewed as representing the expected cash flow from or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions.  Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions.  Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.

 

Athlon’s pro forma standardized measure of discounted future net cash flows was as follows as of December 31, 2013:

 

 

 

Athlon Historical

 

Hibernia Historical

 

Piedra Historical

 

Pro Forma
Adjustments

 

Pro Forma as
Adjusted

 

 

 

(in thousands)

 

Future cash inflows

 

$

8,053,437

 

$

1,491,194

 

$

1,073,809

 

$

 

$

10,618,440

 

Future production costs

 

(2,421,186

)

(326,331

)

(321,907

)

 

(3,069,424

)

Future development costs

 

(1,242,817

)

(202,159

)

(160,555

)

 

(1,605,531

)

Future income taxes

 

(1,347,259

)

(10,438

)

(7,517

)

(310,683

)

(1,675,897

)

Future net cash flows

 

3,042,175

 

952,266

 

583,830

 

(310,683

)

4,267,588

 

10% annual discount

 

(1,942,501

)

(605,100

)

(369,043

)

197,568

 

(2,719,076

)

Standardized measure of discounted estimated future net cash flows

 

$

1,099,674

 

$

347,166

 

$

214,787

 

$

(113,115

)

$

1,548,512

 

 

7



 

ATHLON ENERGY INC.

 

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS — Continued

 

The changes in Athlon’s pro forma standardized measure of discounted estimated future net cash flows were as follows for 2013:

 

 

 

Athlon Historical

 

Hibernia Historical

 

Piedra Historical

 

Pro Forma
Adjustments

 

Pro Forma as
Adjusted

 

 

 

(in thousands)

 

Net change in prices and production costs

 

$

250,716

 

$

40,254

 

$

1,918

 

$

 

$

292,888

 

Purchases of minerals-in-place

 

11,601

 

127,844

 

 

 

139,445

 

Extensions, discoveries, and improved recovery

 

448,208

 

60,044

 

 

 

508,252

 

Revisions of previous quantity estimates

 

50,202

 

15,232

 

19,199

 

 

84,633

 

Production, net of production costs

 

(246,327

)

(16,345

)

(23,223

)

 

(285,895

)

Previously estimated development costs incurred during the period

 

130,900

 

6,292

 

23,238

 

 

160,430

 

Accretion of discount

 

86,658

 

13,315

 

17,172

 

 

117,145

 

Change in estimated future development costs

 

(17,389

)

31,100

 

554

 

 

14,265

 

Net change in income taxes

 

(520,162

)

(2,968

)

(343

)

(113,115

)

(636,588

)

Change in timing and other

 

54,353

 

14,664

 

6,974

 

 

75,991

 

Net change in standardized measure

 

248,760

 

289,432

 

45,489

 

(113,115

)

470,566

 

Standardized measure, beginning of year

 

850,914

 

57,734

 

169,298

 

 

1,077,946

 

Standardized measure, end of year

 

$

1,099,674

 

$

347,166

 

$

214,787

 

$

(113,115

)

$

1,548,512

 

 

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