Attached files

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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Sanchez Energy Corpa14-15026_18k.htm
EX-23.2 - EX-23.2 - Sanchez Energy Corpa14-15026_1ex23d2.htm
EX-99.3 - EX-99.3 - Sanchez Energy Corpa14-15026_1ex99d3.htm
EX-99.2 - EX-99.2 - Sanchez Energy Corpa14-15026_1ex99d2.htm
EX-10.1 - EX-10.1 - Sanchez Energy Corpa14-15026_1ex10d1.htm
EX-99.4 - EX-99.4 - Sanchez Energy Corpa14-15026_1ex99d4.htm
EX-23.1 - EX-23.1 - Sanchez Energy Corpa14-15026_1ex23d1.htm

Exhibit 99.1

 

Independent Auditor’s Report

 

Board of Directors and Stockholders
Sanchez Energy Corporation
Houston, TX

 

We have audited the accompanying statements of revenues and direct operating expenses of the working interests in oil and natural gas producing properties (“Catarina Assets”) to be acquired in the contemplated acquisition by Sanchez Energy Corporation (“the Company”) from SWEPI LP and Shell Gulf of Mexico Inc. (collectively “Shell”) for each of the years in the three-year period ended December 31, 2013 and the related notes to the statements of revenues and direct operating expenses.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the statements of revenues and direct operating expenses referred to above present fairly, in all material respects, the revenues and direct operating expenses of the Catarina Assets for each of the years in the three-year period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

As described in Note 1, the accompanying statements of revenues and direct operating expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not

 



 

intended to be a complete presentation of the results of operations of the Catarina Assets. Our opinion is not modified with respect to this matter.

 

 

BDO USA, LLP

 

 

Houston, Texas

 

June 11, 2014

 



 

Statements of Revenues and Direct Operating Expenses

Of the Oil and Natural Gas Properties in the contemplated acquisition by

Sanchez Energy Corporation from SWEPI LP and Shell Gulf of Mexico Inc.

 

(in thousands)

 

 

 

For The

 

For The

 

 

 

Three Months Ended

 

Years Ended

 

 

 

March 31

 

December 31

 

 

 

2014

 

2013

 

2013

 

2012

 

2011

 

 

 

(unaudited)

 

 

 

 

 

 

 

Revenues

 

$

94,951

 

$

84,733

 

$

405,181

 

$

180,529

 

$

37,335

 

Direct operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas production expenses

 

21,493

 

33,232

 

128,302

 

73,633

 

7,972

 

Production and ad valorem taxes

 

2,915

 

2,476

 

11,841

 

10,372

 

2,329

 

Total direct operating expenses

 

24,408

 

35,708

 

140,143

 

84,005

 

10,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excess of revenues over direct operating expenses

 

$

70,543

 

$

49,025

 

$

265,038

 

$

96,524

 

$

27,034

 

 

The accompanying notes are an integral part of these statements of revenues and direct operating expenses.

 



 

Statements of Revenues and Direct Operating Expenses

Of the Oil and Natural Gas Properties in the Contemplated Acquisition by

Sanchez Energy Corporation from SWEPI LP and Shell Gulf of Mexico Inc.

 

Notes to the Financial Statements

 

Note 1. The Properties

 

On May 21, 2014, Sanchez Energy Corporation (together with its consolidated subsidiaries, the “Company,” “we,” “our,” “us” or similar terms) entered into a definitive agreement to purchase assets in the Eagle Ford Shale in South Texas (the “Properties”) from SWEPI LP and Shell Gulf of Mexico Inc. (collectively “Shell”) for approximately $639 million in cash, subject to closing adjustments.  The closing of this transaction is expected to be completed on June 30, 2014.

 

Note 2. Basis of Presentation

 

During the periods presented, the financial statements of the Properties were never prepared on a stand-alone basis.  Certain costs, such as depreciation, depletion and amortization, accretion, general and administrative expenses, interest and corporate income taxes were not allocated to the individual properties.  Accordingly, full separate financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) do not exist and are not practicable to obtain in these circumstances.

 

Revenues and direct operating expenses included in the accompanying financial statements represent Shell’s net working interest in the properties acquired for the years ended December 31, 2013, 2012, and 2011, respectively, and the three months ended March 31, 2014 and 2013 and are presented on the accrual basis of accounting.  The revenues and direct operating expenses presented herein relate only to the interest in the producing oil and natural gas properties acquired and do not represent all of the oil and natural gas operations of Shell or other third party working interest owners.  Depreciation, depletion and amortization, accretion, general and administrative expenses, interest and corporate income taxes have been excluded.  The financial statements presented are not indicative of the results of operations of the properties described above going forward due to expected changes in the business.

 

The accompanying financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and direct operating expenses during the reporting period.  Actual results could differ materially from those estimates.

 

The accompanying financial statements for the three months ended March 31, 2014 and 2013 are unaudited, but, in the opinion of management, reflect all adjustments necessary for a fair presentation of the revenues and direct operating expenses for those periods.  These interim results are not necessarily indicative of results for a full year.

 

The Company reviewed events occurring after the date of the latest financial statement which could affect the Properties’ results of operations for the period.  The Company reviewed and evaluated events through June 11, 2014, the date these financial statements were available to be issued.

 

Note 3. Commitments and Contingencies

 

Pursuant to the terms of the definitive agreement between the Company and Shell, any claims, litigation or disputes pending as of the effective date (January 1, 2014) and any matters arising in connection with ownership of the Properties prior to the effective date are retained by Shell.  Notwithstanding this indemnification, the Company is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the statements of revenue and direct operating expenses.

 



 

Supplemental Oil and Natural Gas Information

(Unaudited)

 

Oil and Natural Gas Reserve Information

 

Proved oil, natural gas liquids (“NGLs”) and natural gas reserve quantities are based on estimates prepared by the Ryder Scott Company L.P. and from information provided by Shell, in accordance with guidelines established by the Securities and Exchange Commission.

 

There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of development expenditures.  Prior year reserve data was calculated using only production and new discovery quantities and valuation (which had no effect). The following reserve data represents estimates only and should not be considered exact:

 

 

 

 

 

Natural Gas

 

Natural Gas

 

 

 

 

 

Oil (mbo)

 

Liquids (mbbl)

 

(mmcf)

 

mboe

 

Balance as of December 31, 2010

 

 

 

 

 

Extensions and discoveries

 

16,146

 

27,471

 

196,546

 

76,374

 

Production

 

(221

)

(309

)

(2,341

)

(920

)

Balance as of December 31, 2011

 

15,925

 

27,162

 

194,205

 

75,454

 

Production

 

(1,053

)

(1,534

)

(15,679

)

(5,200

)

Balance as of December 31, 2012

 

14,872

 

25,628

 

178,526

 

70,254

 

Production

 

(2,281

)

(3,743

)

(24,400

)

(10,091

)

Balance as of December 31, 2013

 

12,591

 

21,885

 

154,126

 

60,163

 

 

 

 

 

 

 

 

 

 

 

Proved developed reserves:

 

 

 

 

 

 

 

 

 

As of December 31, 2011

 

10,900

 

17,915

 

134,004

 

51,148

 

As of December 31, 2012

 

9,847

 

16,381

 

118,325

 

45,948

 

As of December 31, 2013

 

7,566

 

12,638

 

93,925

 

35,857

 

 

 

 

 

 

 

 

 

 

 

Proved undeveloped reserves:

 

 

 

 

 

 

 

 

 

As of December 31, 2011

 

5,025

 

9,247

 

60,201

 

24,306

 

As of December 31, 2012

 

5,025

 

9,247

 

60,201

 

24,306

 

As of December 31, 2013

 

5,025

 

9,247

 

60,201

 

24,306

 

 

Future Net Cash Flows

 

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves (“Standardized Measure”) is a disclosure requirement under Accounting Standards Codification (“ASC”) 932.  The Standardized Measure does not purport to be, nor should it be interpreted to present, the fair market value of the proved oil and natural gas reserves of the Properties acquired by the Company, but does present a standardized disclosure concerning possible future net cash flows that would result under the assumptions used.  An estimate of fair market value would also take into account, among other things, the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of expected future economic and operating conditions.

 

For the December 31, 2013, 2012, and 2011 calculations in the following table, estimated future cash inflows were based on the average prices during the 12-month period prior to the ending date of the period, determined as the unweighted arithmetic average of the prices in effect on the first-day-of-the month for each month within such period. The pricing used for the estimates of the reserves of oil and condensate as of December 31, 2013, 2012, and 2011 was based on unweighted twelve month average West Texas Intermediate posted prices of $96.78, $94.71, and $96.19, respectively. For NGLs, the average prices were based on unweighted twelve month average Mt.

 



 

Supplemental Oil and Natural Gas Information

(Unaudited)

 

Belvieu posted prices of $41.23 and $43.24 for the years ended December 31, 2013 and 2012, respectively.  For 2011, the average price was $29.53.  For natural gas the average prices were based on unweighted twelve month average Henry Hub spot natural gas price averages of $3.67, $2.76, and $4.12 for the years ended December 31, 2013, 2012, and 2011, respectively.  Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation in future years.  Future income taxes are calculated at the statutory federal income tax rate of 35%.  The estimated future net cash flows are then discounted at a rate of 10%.  No deduction has been made for general and administrative expense, interest expense or depreciation, depletion and amortization.

 

The following table sets forth information concerning future net cash flows for oil and natural gas reserves associated with the Properties (in thousands):

 

 

 

As of December 31,

 

Standardized Measure

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Future cash inflows

 

$

2,424,809

 

$

2,626,362

 

$

3,034,344

 

Future production costs

 

(1,076,093

)

(1,206,535

)

(1,295,968

)

Future development costs

 

(553,550

)

(553,550

)

(553,550

)

Future income taxes

 

(110,951

)

(153,891

)

(252,836

)

Discount to present value at 10% annual rate

 

(274,891

)

(245,548

)

(350,065

)

Standardized measure of discounted future net cash flows

 

$

409,324

 

$

466,838

 

$

581,925

 

 

The following table sets forth the principal sources of change in discounted future net cash flows associated with the Properties for the years ended December 31, 2013, 2012, and 2011, respectively (in thousands):

 

 

 

Year Ended December 31,

 

Summary of Changes

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

466,838

 

$

581,925

 

$

 

Sales of oil and gas - net of production costs

 

(270,038

)

(92,974

)

(25,584

)

Net change in sales and transfer prices, net of production costs

 

131,007

 

(142,494

)

 

 

Extensions and discoveries

 

 

 

484,911

 

Net change in income taxes

 

37,588

 

62,860

 

(166,521

)

Accretion of discount

 

46,684

 

58,192

 

 

Other - net

 

(2,755

)

(671

)

289,119

 

Net change

 

(57,514

)

(115,087

)

581,925

 

Balance, end of period

 

$

409,324

 

$

466,838

 

$

581,925