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Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Introduction

 

The following unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) have been prepared to reflect the effects of the merger (as defined in the Explanatory Note to this Current Report on Form 8-K) on the financial statements of EQT Corporation (“EQT”). The unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) is presented as if the merger had occurred on September 30, 2017. The unaudited pro forma combined statements of operations (the “pro forma statements of operations”) for the year ended December 31, 2016, and the nine months ended September 30, 2017, are presented as if the merger had occurred on January 1, 2016. The historical combined financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the statements of operations only, are expected to have a continuing impact on the combined results.

 

The following unaudited pro forma financial statements, derived from the historical consolidated financial statements of EQT and Rice, have been adjusted to reflect the following:

 

·                  EQT’s merger with Rice Energy Inc. (“Rice”) under the acquisition method of accounting;

 

·                  assumed conversion of common units in Rice Energy Operating LLC into the right to receive the consideration received by holders of Rice’s common stock in the merger;

 

·                  assumed redemption of the Series B preferred interest in Rice Midstream Holdings LLC  by EQT for $430 million, redemption of common units in Rice Midstream GP Holdings LP held by EIG Funds for $125 million and the related elimination of preferred dividends and impacts on noncontrolling interests;

 

·                  adjustments to Rice’s historical consolidated financial statements to reflect the acquisition of Vantage Energy LLC and Vantage Energy II, LLC (collectively, “Vantage”) as though that acquisition occurred on January 1, 2016;

 

·                  elimination of historical transactions between Rice and EQT that would be treated as intercompany transactions after the merger;

 

·                  issuance of $3.0 billion in new EQT notes (which EQT closed on October 4, 2017), with maturities of three, five and ten years (the “EQT notes”), to fund a portion of the cash consideration paid in the merger and the planned extinguishment of Rice’s senior notes (the “Rice notes”), Rice’s revolving credit facility (the “Rice credit facility”) and Rice Midstream Holdings LLC’s revolving credit facility (the “Rice Midstream Holdings credit facility,” and together with the Rice credit facility, the “Rice credit facilities”) as the interest rate and terms on the Rice notes and Rice credit facilities are significantly less favorable than what EQT obtained with this issuance;

 

·                  planned upsize of EQT’s revolving credit facility (which EQT completed on July 31, 2017);

 

·                  assumption of liabilities for transaction-related expenses;

 

·                  adjustment of depreciation, depletion and amortization related to the step up of property, plant and equipment to estimated fair value and to adjust the depreciation expense on certain Rice midstream assets to EQT’s depreciation policies;

 

·                  amortization of the intangible assets identified as part of the assets acquired; and

 

·                  estimated tax impact of pro forma adjustments.

 

The pro forma financial statements have been prepared using the acquisition method of accounting using the accounting guidance in Accounting Standards Codification 805, Business Combinations (“ASC 805”), with EQT treated as the acquirer. The acquisition method of accounting is dependent

 

1



 

upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial statements, and are subject to revision based on a final determination of fair value as of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying pro forma financial statements and the combined company’s future results of operations and financial position.

 

The pro forma financial statements are provided for informational purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of EQT would have been had the merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The pro forma financial statements should be read in conjunction with:

 

·                  The accompanying notes to the pro forma financial statements;

 

·                  The audited consolidated financial statements and accompanying notes of EQT contained in its Annual Report on Form 10-K for the year ended December 31, 2016;

 

·                  The audited consolidated financial statements and accompanying notes of Rice contained in Part II, Item 8 of its Annual Report on Form 10-K for the year ended December 31, 2016, which were filed by EQT in Exhibit 99.1 to EQT’s Current Report on Form 8-K filed September 27, 2017;

 

·                  The unaudited condensed consolidated financial statements and accompanying notes of EQT contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017;

 

·                  The unaudited consolidated financial statements and accompanying notes of Rice contained in Part I, Item 1 of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, which is incorporated into Item 9.01(a) of this Form 8-K;

 

·                  The audited consolidated financial statements and accompanying notes of Vantage Energy, LLC and Vantage Energy II, LLC contained in EQT’s Current Report on Form 8-K filed September 27, 2017;

 

·                  The unaudited condensed consolidated financial statements and accompanying notes of Vantage Energy LLC contained in EQT’s Current Report on Form 8-K filed September 27, 2017; and

 

·                  The unaudited condensed combined financial statements and accompanying notes of Vantage Energy II Group contained in EQT’s Current Report on Form 8-K filed September 27, 2017.

 

2



 

EQT CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

SEPTEMBER 30, 2017

 

 

 

EQT 
Historical

 

Rice Energy 
Historical

 

Pro Forma 
Adjustments

 

 

EQT Pro 
Forma 
Combined

 

 

 

(Thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

483,558

 

$

271,243

 

$

(1,876,000

)

(a)

$

132,940

 

 

 

 

 

 

 

1,254,139

 

(c)

 

 

Accounts receivable

 

279,201

 

302,472

 

(10,419

)

(b)

571,254

 

Derivative instruments, at fair value

 

67,555

 

18,016

 

185,392

 

(j)

270,963

 

Prepaid expenses and other

 

28,144

 

12,883

 

 

 

41,027

 

Total current assets

 

858,458

 

604,614

 

(446,888

)

 

1,016,184

 

Property, plant and equipment, net

 

14,541,262

 

6,703,573

 

3,377,242

 

(a)

24,622,077

 

Investment in nonconsolidated entity

 

339,978

 

 

 

 

339,978

 

Other assets

 

244,950

 

693

 

1,907

 

(j)

247,550

 

Gas collateral account

 

 

1,907

 

(1,907

)

(j)

 

Deferred financing costs, net

 

 

30,962

 

(30,962

)

(a)

6,110

 

 

 

 

 

 

 

6,110

 

(c)

 

 

Goodwill

 

 

882,388

 

742,957

 

(a)

1,625,345

 

Intangible assets, net

 

 

43,306

 

630,494

 

(a)

673,800

 

Derivative assets

 

 

32,190

 

(32,190

)

(j)

 

TOTAL ASSETS

 

$

15,984,648

 

$

8,299,633

 

$

4,246,763

 

 

$

28,531,044

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

707,470

 

$

 

$

 

 

$

707,470

 

Accounts payable

 

388,059

 

31,217

 

(10,419

)

(b)

944,554

 

 

 

 

 

 

 

217,353

 

(d)

 

 

 

 

 

 

 

 

318,344

 

(j)

 

 

Derivative instruments, at fair value

 

71,374

 

21,371

 

185,049

 

(j)

277,794

 

Other current liabilities

 

268,356

 

80,827

 

22,779

 

(j)

371,962

 

Royalties payable

 

 

105,909

 

(105,909

)

(j)

 

Accrued capital expenditures

 

 

212,435

 

(212,435

)

(j)

 

Accrued interest

 

 

36,168

 

(35,521

)

(c)

 

 

 

 

 

 

 

(647

)

(j)

 

 

Embedded derivative liability

 

 

14,368

 

(14,368

)

(a)

 

Leasehold payable

 

 

22,132

 

(22,132

)

(j)

 

Total current liabilities

 

1,435,259

 

524,427

 

342,094

 

 

2,301,780

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

2,586,041

 

1,802,678

 

97,822

 

(a)

5,560,311

 

 

 

 

 

 

 

1,295,770

 

(c)

 

 

 

 

 

 

 

 

(222,000

)

(j)

 

 

Deferred income taxes

 

1,866,208

 

321,337

 

673,732

 

(a)

2,838,054

 

 

 

 

 

 

 

(23,223

)

(i)

 

 

Other liabilities and credits

 

567,463

 

79,837

 

13,228

 

(j)

660,528

 

Credit Facility Borrowings

 

105,000

 

 

222,000

 

(j)

327,000

 

Derivative liabilities

 

 

31,847

 

(31,847

)

(j)

 

Leasehold payable

 

 

13,228

 

(13,228

)

(j)

 

TOTAL LIABILITIES

 

6,559,971

 

2,773,354

 

2,354,348

 

 

11,687,673

 

Mezzanine equity

 

 

496,330

 

(496,330

)

(a)

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

Common stock

 

3,449,119

 

2,280

 

(2,280

)

(e)

9,438,119

 

 

 

 

 

 

 

5,989,000

 

(a)

 

 

Additional paid in capital

 

 

 

3,736,081

 

(3,736,081

)

(e)

 

Treasury stock, shares at cost

 

(81,729

)

 

 

 

(81,729

)

Retained earnings

 

2,721,911

 

(350,193

)

(217,353

)

(d)

2,527,781

 

 

 

 

 

 

 

350,193

 

(e)

 

 

 

 

 

 

 

 

23,223

 

(i)

 

 

Accumulated other comprehensive income

 

(1,631

)

 

 

 

(1,631

)

Total common shareholders’ equity

 

6,087,670

 

3,388,168

 

2,406,702

 

 

11,882,540

 

Noncontrolling interests in consolidated subsidiaries

 

3,337,007

 

1,641,781

 

(17,957

)

(a)

4,960,831

 

Total shareholders’ equity

 

9,424,677

 

5,029,949

 

2,388,745

 

 

16,843,371

 

TOTAL LIABILITIES AND EQUITY

 

$

15,984,648

 

$

8,299,633

 

$

4,246,763

 

 

$

28,531,044

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

3



 

EQT CORPORATION

UNAUDITED PRO FORMA STATEMENT OF COMBINED OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2017

 

 

 

EQT
Historical

 

Rice Energy
Historical

 

Pro Forma
Adjustments

 

 

EQT Pro Forma
Combined

 

 

 

(Thousands, except per unit amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Sale of natural gas, oil and NGLs

 

$

1,803,132

 

$

1,008,922

 

$

 

 

$

2,812,054

 

Pipeline and net marketing services

 

222,904

 

 

(35,647

)

(b)

335,730

 

 

 

 

 

 

 

148,473

 

(j)

 

 

Gain (loss) on derivatives not designated as hedges

 

222,693

 

 

121,313

 

(j)

344,006

 

Gathering, compression and water distribution

 

 

119,294

 

(119,294

)

(j)

 

Other revenue

 

 

29,179

 

(29,179

)

(j)

 

Total operating revenues

 

2,248,729

 

1,157,395

 

85,666

 

 

3,491,790

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Transportation and processing

 

404,743

 

123,695

 

(35,647

)

(b)

492,791

 

Operation and maintenance

 

61,471

 

21,558

 

 

 

83,029

 

Production

 

129,812

 

19,011

 

54,814

 

(j)

203,637

 

Exploration

 

9,039

 

16,160

 

 

 

25,199

 

Selling, general and administrative

 

206,237

 

109,273

 

19,899

 

(j)

319,074

 

 

 

 

 

 

 

(16,335

)

(d)

 

 

Depreciation, depletion, and amortization

 

719,295

 

439,672

 

76,725

 

(f)

1,235,692

 

Impairment of long-lived assets

 

 

92,355

 

 

 

92,355

 

Lease operating

 

 

54,814

 

(54,814

)

(j)

 

Incentive unit expense

 

 

10,954

 

(10,954

)

(j)

 

Acquisition expense

 

 

8,945

 

(8,945

)

(j)

 

Other expense

 

 

34,241

 

 

 

34,241

 

Loss on sale of Barnett Assets

 

 

15,915

 

 

 

15,915

 

Amortization of intangible assets

 

 

1,220

 

43,548

 

(g)

44,768

 

Total operating expenses

 

1,530,597

 

947,813

 

68,291

 

 

2,546,701

 

Operating income (loss)

 

718,132

 

209,582

 

17,375

 

 

945,089

 

Other income

 

16,878 

 

258

 

 

 

17,136

 

Interest expense

 

137,110

 

83,026

 

(2,778

)

(c)

209,754

 

 

 

 

 

 

 

(7,604

)

(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

(Gain) loss on derivative instruments

 

 

(121,313

)

121,313

 

(j)

 

Loss on embedded derivatives

 

 

14,368

 

(14,368

)

(h)

 

Amortization of deferred financing costs

 

 

9,340

 

(9,340

)

(c)

 

Income (loss) before income taxes

 

597,900

 

224,419

 

(69,848

)

 

752,471

 

Income tax expense (benefit)

 

119,093

 

43,900

 

(13,206

)

(i)

149,787

 

Net income

 

478,807

 

180,519

 

(56,642

)

 

602,684

 

Less: Net income attributable to noncontrolling interests

 

(250,349

)

(122,971

)

24,402

 

(e)

(338,546

)

 

 

 

 

 

 

9,120

 

(f)

 

 

 

 

 

 

 

 

1,252

 

(g)

 

 

Less: Preferred dividends and accretion of redeemable noncontrolling interests

 

 

(136,930

)

136,930

 

(h)

 

Net income attributable to EQT Corporation

 

$

 228,458

 

$

(79,382

)

$

115,062

 

 

$

264,138

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share of common stock attributable to EQT Corporation:

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding

 

173,368

 

 

 

91,897

 

(a)

265,265

 

Net income

 

$

1.32

 

$

 

 

 

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding

 

173,572

 

 

 

91,897

 

(a)

265,469

 

Net income

 

$

1.32

 

$

 

 

 

 

$

0.99

 

Dividends declared per common share

 

$

0.09

 

$

 

 

 

$

0.09

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

4



 

EQT CORPORATION

UNAUDITED PRO FORMA STATEMENT OF COMBINED OPERATIONS

YEAR ENDED DECEMBER 31, 2016

 

 

 

EQT
Historical

 

Rice Energy
Pro Forma
(Note 3)

 

Pro Forma
Adjustments

 

 

EQT Pro Forma
Combined

 

 

 

(Thousands, except per unit amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Sale of natural gas, oil and NGLs

 

$

1,594,997

 

$

796,735

 

$

 

 

$

2,391,732

 

Pipeline and net marketing services

 

262,342

 

 

(41,493

)

(b)

359,753

 

 

 

 

 

 

 

138,904

 

(j)

 

 

(Loss) on derivatives not designated as hedges

 

(248,991

)

 

(213,889

)

(j)

(462,880

)

Gathering, compression and water services

 

 

114,496

 

(114,496

)

(j)

 

Other revenue

 

 

24,408

 

(24,408

)

(j)

 

Total operating revenues

 

1,608,348

 

935,639

 

(255,382

)

 

2,288,605

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Transportation and processing

 

365,817

 

144,576

 

(41,493

)

(b)

468,900

 

Operation and maintenance

 

73,266

 

28,898

 

 

 

102,164

 

Production

 

174,826

 

21,173

 

63,578

 

(j)

259,577

 

Exploration

 

13,410

 

21,434

 

 

 

34,844

 

Selling, general and administrative

 

272,747

 

131,489

 

57,870

 

(j)

462,106

 

Depreciation, depletion, and amortization

 

927,920

 

469,837

 

225,202

 

(f)

1,622,959

 

Impairment of long-lived assets

 

66,687

 

23,057

 

20,853

 

(j)

110,597

 

Lease operating

 

 

63,578

 

(63,578

)

(j)

 

Incentive unit expense

 

 

51,761

 

(51,761

)

(j)

 

Acquisition expense

 

 

6,109

 

(6,109

)

(j)

 

Other expense

 

 

28,039

 

 

 

28,039

 

Amortization of intangible assets

 

 

1,634

 

58,056

 

(g)

59,690

 

Impairment of gas properties

 

 

20,853

 

(20,853

)

(j)

 

Total operating expenses

 

1,894,673

 

1,012,438

 

241,765

 

 

3,148,876

 

Gain on sale / exchange of assets

 

8,025

 

 

 

 

8,025

 

Operating (loss)

 

(278,300

)

(76,799

)

(497,147

)

 

(852,246

)

Other income

 

31,693

 

1,268

 

 

 

32,961

 

Interest expense

 

147,920

 

133,879

 

(31,909

)

(c)

249,890

 

Loss on derivative instruments

 

 

213,889

 

(213,889

)

(j)

 

Amortization of deferred financing costs

 

 

7,545

 

(7,545

)

(c)

 

(Loss) before income taxes

 

(394,527

)

(430,844

)

(243,804

)

 

(1,069,175

)

Income tax (benefit)

 

(263,464

)

(162,136

)

(114,789

)

(i)

(540,389

)

Net (loss)

 

(131,063

)

(268,708

)

(129,015

)

 

(528,786

)

Less Net income attributable to noncontrolling interests

 

(321,920

)

(31,419

)

(61,639

)

(e)

(401,149

)

 

 

 

 

 

 

12,160

 

(f)

 

 

 

 

 

 

 

 

1,669

 

(g)

 

 

Less: Preferred dividends and accretion of redeemable noncontrolling assets

 

 

(28,450

)

28,450

 

(h)

 

Net (loss) attributable to EQT Corporation

 

$

(452,983

)

$

(328,577

)

$

(148,375

)

 

$

(929,935

)

Earnings per share of common stock attributable to EQT corporation:

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding

 

166,978

 

 

 

91,897

 

(a)

258,875

 

Net (loss)

 

$

(2.71

)

 

 

$

 

 

$

(3.59

)

Diluted:

 

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding

 

166,978

 

 

 

91,897

 

(a)

258,875

 

Net (loss)

 

$

(2.71

)

 

 

$

 

 

$

(3.59

)

Dividends declared per common share

 

$

0.12

 

$

 

$

 

 

$

0.12

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

5



 

EQT CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.                                      Basis of Presentation

 

The pro forma financial statements have been prepared to reflect the effects of the merger on the financial statements of EQT. The pro forma balance sheet is presented as if the merger had occurred on September 30, 2017. The pro forma statements of operations for the year ended December 31, 2016, and the nine months ended September 30, 2017, are presented as if the merger had occurred on January 1, 2016. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the statements of operations only, are expected to have a continuing impact on the combined results.

 

The pro forma financial statements have been prepared using the acquisition method of accounting using the accounting guidance in ASC 805, with EQT treated as the acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial statements, and are subject to revision based on a final determination of fair value as of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying pro forma financial statements and the combined company’s future results of operations and financial position.

 

The pro forma financial statements are provided for informational purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of EQT would have been had the merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

 

2.                                      Pro Forma Adjustments and Assumptions

 

The adjustments are based on currently available information and certain assumptions that EQT believes are reasonable. The actual effects of these transactions will differ from the pro forma adjustments. A general description of these transactions and adjustments are provided as follows:

 

(a)           These adjustments reflect the estimated value of net consideration to be paid by EQT in the merger and the adjustment of the historical book values of Rice assets and liabilities as of September 30, 2017 to their estimated fair values. The following table represents the preliminary purchase price allocation to the assets acquired and liabilities assumed from Rice. This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and the pro forma statements of operations. The final purchase price allocation will be determined when EQT has completed the detailed valuations and necessary calculations subsequent to closing the merger. The final purchase price allocation will differ from these estimates and could differ materially from the preliminary allocation used in the pro forma adjustments. EQT expects to finalize its allocation of the merger consideration as soon as practicable after completion of the merger.

 

The preliminary purchase price allocation is subject to change as a result of several factors, including but not limited to:

 

·                  finalization of assumed and retired Rice indebtedness;

 

·                  changes in the estimated fair value of the Rice assets acquired and liabilities assumed as of the date of the merger, which could result from changes in future commodity prices, reserve estimates, inclusion of drilling synergies, other changes in cost assumptions, interest rates and

 

6



 

other facts and circumstances existing at the closing date of the merger compared to the filing date of the pro forma financial statements;

 

·                  the tax basis of Rice’s assets and liabilities as of the effective time of the merger;

 

·                  changes in the fair value of the noncontrolling interest attributable to the public unit holders of RMP, based on RMP’s share price at the effective time of the merger; and

 

·                  the risk factors described in “Risk Factors.”

 

 

 

Preliminary
Purchase Price
Allocation
(in thousands)

 

Consideration:

 

 

 

Fair value of EQT common stock to be issued

 

$

5,989,000

 

Cash consideration

 

1,876,000

 

Total consideration

 

7,865,000

 

 

 

 

 

Fair value of liabilities assumed:

 

 

 

Current liabilities

 

487,927

 

Interest bearing debt

 

1,900,500

 

Leasehold payables

 

35,360

 

Deferred income taxes

 

995,069

 

Other long term liabilities

 

111,684

 

Amount attributable to liabilities assumed

 

3,530,540

 

 

 

 

 

Fair value of assets acquired:

 

 

 

Cash

 

271,243

 

Current assets

 

333,371

 

Natural gas and oil properties

 

7,809,930

 

Other property, plant, and equipment

 

2,270,885

 

Intangible assets

 

673,800

 

Other long term assets

 

34,790

 

Noncontrolling interests

 

(1,623,824

)

Amount attributable to assets acquired

 

9,770,195

 

Goodwill as of September 30, 2017

 

$

1,625,345

 

 

As part of the preliminary price allocation, EQT identified intangible assets for customer contracts and the related customer relationships in Rice’s midstream business and for non-compete agreements for certain Rice executives. The fair value of the identified intangible assets was determined using the income approach which requires a forecast of the expected future cash flows generated. Goodwill is recognized to offset net deferred tax liabilities arising from differences between the purchase price allocated to Rice’s assets and liabilities based on fair value and the tax basis of these assets and liabilities. The merger and the post-closing merger (as defined in the Explanatory Note to this Current Report on Form 8-K), taken together, are intended to be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code; therefore, Rice’s tax basis in its assets and liabilities will carry over to EQT and EQT must recognize a deferred tax liability for the net increase in the book value. The goodwill is also attributable to EQT’s qualitative assumptions of long-term value that the merger creates for EQT shareholders. Differences between the

 

7



 

preliminary purchase price allocation and the final purchase price allocation may change the amount of intangible assets and goodwill, if any, actually recognized at the effective time of the merger.

 

Pursuant to the merger agreement, EQT will pay $5.30 in cash and issue 0.37 of a share of EQT common stock for each share of Rice common stock outstanding at the effective time of the merger, which would result in the issuance by EQT of approximately 91,897,000 shares of EQT common stock valued at $5,989 million (based on the closing price as of November 10, 2017 of $65.18) and payment of $1,321 million in cash. This includes the conversion of common units in Rice Energy Operating LLC into the right to receive the merger consideration received by holders of Rice common stock in the merger. In addition, Rice will exercise its call right with respect to the Series B preferred equity interest in Rice Midstream Holdings, and EQT will pay approximately $430 million in cash at closing to redeem this interest. Also, EQT shall cause GP Holdings to acquire all of the issued and outstanding common units held by the EIG Funds for an aggregate cash purchase of $125 million. The final value of total merger consideration paid by EQT will be determined based on the actual number of shares treated as consideration at the effective time of the merger.

 

The pro forma fair value of natural gas and oil properties to be acquired includes the following (in thousands):

 

Proved properties

 

$

4,694,168

 

Unproved properties

 

3,115,762

 

Pro forma fair value of natural gas and oil properties acquired

 

$

7,809,930

 

 

NYMEX strip pricing as of September 30, 2017 was utilized in determining the pro forma fair value of proved producing reserves at a discount rate of 8.0%, after adjustment for expenses and basis differential. An increase or decrease in commodity price as of the closing date will result in a corresponding increase or decrease in the fair value of proved producing properties.

 

(b)           The following pro forma adjustments eliminate historical transactions between Rice and EQT that would be treated as intercompany transactions after the merger:

 

1.                                      Elimination of $10.4 million of receivables and corresponding payables, consisting of $10.2 million for gathering transactions and $0.2 million for gas sales transactions in the pro forma balance sheet as of September 30, 2017.

 

2.                                      Elimination of $35.6 million in revenue and corresponding expenses related to the elimination of $30.0 million of gathering transactions and $5.6 million of transmission transactions in the pro forma statement of operations for the period ended September 30, 2017.

 

3.                                      Elimination of $41.5 million in revenue and corresponding expenses related to the elimination of $38.1 million of gathering transactions and $3.4 million of transmission transactions in the pro forma statement of operations for the year ended December 31, 2016.

 

(c)           Certain adjustments that are directly related to the merger were made to debt and debt related accounts. These adjustments include the planned extinguishment of the Rice notes and the Rice credit facilities at or near closing. The issuance of $3.0 billion of EQT notes and the planned upsize of EQT’s revolving credit facility were to fund the cash portion of the merger consideration and to

 

8



 

support ongoing operations with better interest rates and terms available to EQT as a result of the Company’s investment grade credit rating. The adjustments are as follows:

 

1.                                      A $1,254.2 million increase to cash reflecting the issuance of $3.0 billion of EQT notes, net of $25.7 million of issuance costs and discounts, repayment of the Rice notes, including call premium, of $1,380.0 million, $35.5 million of accrued interest on the Rice notes, repayment of $298.5 million of outstanding amounts on the Rice Midstream Holdings credit facility and $6.1 million of estimated debt issuance costs for fees related to increasing EQT’s revolving credit facility to support the merger.

 

2.                                      A $6.1 million increase to deferred financing costs of estimated debt issuance costs for fees related to increasing EQT’s revolving credit facility to support the merger.

 

3.                                      A $1,295.8 million increase to long term debt reflecting the anticipated issuance of $3.0 billion of EQT notes, net of $25.7 million of issuance costs offset by the repayment of the Rice notes recorded at fair value of $1,380.0 million and the repayment of $298.5 million of outstanding amounts on the Rice Midstream Holdings credit facility.

 

4.                                      A $2.8 million decrease in interest expense for the period ended September 30, 2017 consisting of the elimination of $76.3 million of Rice historical interest expense and an increase to interest expense of $73.5 million relating to the issuance of the EQT notes at a weighted average interest rate of 3.14% per annum and amortization of associated deferred financing costs and discounts.

 

5.                                      A $9.3 million pro forma adjustment was made to eliminate the amortization of deferred financing costs related to the Rice notes and the Rice credit facilities for the period ended September 30, 2017.

 

6.                                      A $31.9 million decrease in interest expense for the year ended December 31, 2016 consisting of the elimination of $129.9 million of Rice pro forma interest expense, including $34.3 million of pro forma Vantage interest expense, and an increase to interest expense of $98.0 million relating to the issuance of the EQT notes at a weighted average interest rate of 3.14% per annum and amortization of associated deferred financing costs and discounts.

 

7.                                      A $7.5 million pro forma adjustment was made to eliminate the amortization of deferred financing costs related to the Rice notes and the Rice credit facilities for the year ended December 31, 2016.

 

A one percent change in the assumed interest rate of the EQT notes would increase or decrease the interest expense by $22.5 million and $30.0 million for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively.

 

(d)           To accrue for estimated remaining transaction costs of $217.4 million related to the merger, including underwriting, banking, legal and accounting fees that are not capitalized as part of the merger. The estimated remaining costs are not reflected in the historical September 30, 2017 balance sheets of EQT and Rice, but are reflected in the pro forma balance sheet as an increase to liabilities as they will be expensed by EQT and Rice as incurred. Transaction expenses recognized in the nine months ended September 30, 2017 and their corresponding tax effect have been eliminated in the pro forma statements of operations due to their nonrecurring nature. The Company expects to record an estimated post-combination compensation expense of approximately $140.0 million related to the acceleration of the unvested share-based awards of Rice and other compensation arrangements due to the merger. This amount is excluded from the unaudited pro forma condensed combined statements of operations because it is a charge directly attributable to the merger that would not have a continuing impact on the Company’s operations; however, the amount is reflected as a reduction to retained earnings in the unaudited pro forma balance sheet. The estimated share-based compensation expense related to replacement awards issued to continuing employees as part of the acquisition agreement is immaterial and is not reflected as an adjustment in the unaudited pro forma condensed combined statement of operations.

 

(e)           Pro forma adjustment to show the impact of the elimination of the Rice equity on the pro forma balance sheet and the elimination of the noncontrolling interest in Rice Energy Operating, LLC and Rice Midstream GP Holdings LP on the pro forma statement of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016.

 

9



 

(f)            Pro forma adjustment of historical depreciation, depletion and amortization expense (DD&A) related to the step up of property, plant and equipment to estimated fair value. In addition, this adjustment includes a pro forma adjustment for DD&A to adjust the depreciation on certain Rice midstream assets to EQT’s policy to depreciate gathering pipelines over a 50 year useful life and to depreciate compression and measurement assets over a 25 year useful life.

 

(g)           A total pro forma adjustment for the amortization of intangibles of $43.5 million and $58.1 million was made for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively. The adjustment consisted of a $12.5 million adjustment and a $16.7 million adjustment for the nine months ended September 30, 2017 and year ended December 31, 2016, respectively, for the amortization of the fair value of the customer relationships that were acquired using a 30 year estimated life and straight line method of amortization and a $31.0 million adjustment and $41.4 million adjustment for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively, for the amortization of the non-compete agreements using a 3 year estimated life and straight line method of amortization. The adjustment also included a $1.3 million adjustment and a $1.7 million adjustment for the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively, for the impact to noncontrolling interests.

 

(h)           Pro forma adjustment for elimination of preferred dividends and accretion of redeemable noncontrolling interests related to EQT’s redemption of the Series B preferred interest in Rice Midstream Holdings for $430 million. A pro forma adjustment of $14.4 million for the nine months ended September 30, 2017 was also made to eliminate the loss on embedded derivatives as it relates to the option on the Series B preferred interest which will be redeemed at the merger as reflected in pro forma adjustment (a).

 

(i)            The pro forma income tax adjustments included in the pro forma statement of operations for the periods ended September 30, 2017 and December 31, 2016 reflect the income tax effects of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments was the statutory federal and apportioned statutory state tax rate, net of the federal benefit of state taxes, applied to pre-tax income, excluding income allocated to noncontrolling interests, as taxes attributable to noncontrolling interests and not borne by EQT. No adjustment has been included in the pro forma statement of operations for potential adjustments to EQT’s valuation allowance on deferred tax assets due to the nonrecurring nature of any such adjustment.

 

(j)            The following reclassifications were made as a result of the transaction to conform to EQT’s presentation:

 

1.                                      Reclassification of $32.2 million of long term derivative assets and $31.8 million of long term derivative liabilities to current and an increase of $153.2 million to current derivative assets and liabilities to conform to EQT’s presentation of derivatives.

 

2.                                      Reclassification of $1.9 million of Rice’s gas collateral account to other assets.

 

3.                                      Reclassification of $105.9 million of Rice’s royalties payable to accounts payable.

 

4.                                      Reclassification of $212.4 million of Rice’s accrued capital expenditures to accounts payable.

 

5.                                      Reclassification of $22.1 million of Rice’s current leasehold payable to other current liabilities.

 

6.                                      Reclassification of $0.6 million of Rice’s accrued interest to other current liabilities.

 

7.                                      Reclassification of $222.0 million of Rice’s long-term debt to credit facility borrowings.

 

8.                                      Reclassification of $13.2 million of Rice’s long-term leasehold payable to other long term liabilities.

 

9.                                      Reclassification on the September 30, 2017 pro forma statement of operations of $119.3 million of Rice’s gathering, compression and water services to pipeline and net market services.

 

10.                               Reclassification on the September 30, 2017 pro forma statement of operations of $29.2 million of Rice’s other revenue to pipeline and net marketing services.

 

10



 

11.                               Reclassification on the September 30, 2017 pro forma statement of operations of $121.3 million of Rice’s gain on derivative instruments to gain (loss) on derivatives not designated as hedges.

 

12.                               Reclassification on the September 30, 2017 pro forma statement of operations of $54.8 million of Rice’s lease operating expenses to production expense.

 

13.                               Reclassification on the September 30, 2017 pro forma statement of operations of $11.0 million of Rice’s incentive unit expense to selling, general and administrative expense.

 

14.                               Reclassification on the September 30, 2017 pro forma statement of operations of $8.9 million of Rice’s acquisition expense to selling, general and administrative expense.

 

15.                               Reclassification on the December 31, 2016 pro forma statement of operations of $114.5 million of Rice’s gathering, compression and water services to pipeline and net marketing services.

 

16.                               Reclassification on the December 31, 2016 pro forma statement of operations of $24.4 million of Rice’s other revenue to pipeline and net marketing services.

 

17.                               Reclassification on the December 31, 2016 pro forma statement of operations of $213.9 million of Rice’s loss on derivative instruments to (loss) on derivatives not designated as hedges.

 

18.                               Reclassification on the December 31, 2016 pro forma statement of operations of $63.6 million of Rice’s lease operating expenses to production expenses.

 

19.                               Reclassification on the December 31, 2016 pro forma statement of operations of $20.9 million of Rice’s impairment of gas properties to impairment of long lived assets.

 

20.                               Reclassification on the December 31, 2016 pro forma statement of operations of $51.7 million of Rice’s incentive unit expense to selling, general and administrative expense.

 

21.                               Reclassification on the December 31, 2016 pro forma statement of operations of $6.1 million of Rice’s acquisition expense to selling, general and administrative expense.

 

In addition, the combined pro forma financial statements do not reflect the realization of all expected cost savings or other synergies from the merger as a result of restructuring activities and other cost savings initiatives. Although EQT believes cost savings and other synergies will be realized following the business combination, there can be no assurance that cost savings or any other synergies will be achieved in full or at all.

 

3.                                      Rice’s Unaudited Pro Forma Condensed Combined Statements of Operations

 

Rice’s unaudited pro forma statement of operations for the year ended December 31, 2016 included in the unaudited pro forma condensed combined statement of operations gives effect to Rice’s acquisition of Vantage and their subsidiaries pursuant to the terms of the Purchase and Sale Agreement dated

 

11



 

September 26, 2016 between Rice and Vantage. Rice’s unaudited pro forma combined statement of operations is presented as if Rice had acquired Vantage on January 1, 2016:

 

 

 

Rice
Energy
Historical(1)

 

Vantage
Historical(2)

 

Pro Forma
Adjustments

 

Rice
Energy
Pro Forma
Combined

 

 

 

(Thousands, except per unit amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

Sale of natural gas, oil and NGLs

 

$

653,441

 

$

143,294

 

$

 

$

796,735

 

Gathering, compression and water services

 

101,057

 

13,439

 

 

114,496

 

Other revenue

 

24,408

 

 

 

24,408

 

Total operating revenues

 

778,906

 

156,733

 

 

935,639

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Transportation and processing

 

123,852

 

20,724

 

 

144,576

 

Operation and maintenance

 

23,215

 

5,683

 

 

28,898

 

Production

 

13,866

 

7,307

 

 

21,173

 

Exploration

 

15,159

 

 

6,275

(a)

21,434

 

Selling, general and administrative

 

118,093

 

13,396

 

 

131,489

 

Depreciation, depletion, and amortization

 

368,455

 

64,314

 

37,068

(b)

469,837

 

Impairment of long-lived assets

 

23,057

 

 

 

23,057

 

Lease operating

 

50,574

 

13,004

 

 

63,578

 

Incentive unit expense

 

51,761

 

 

 

51,761

 

Acquisition expense

 

6,109

 

 

 

6,109

 

Other expense

 

27,308

 

731

 

 

28,039

 

Amortization of intangible assets

 

1,634

 

 

 

1,634

 

Impairment of gas properties

 

20,853

 

237,668

 

(237,668

)(c)

20,853

 

Total operating expenses

 

843,936

 

362,827

 

(194,325

)

1,012,438

 

Operating (loss) income

 

(65,030

)

(206,094

)

194,325

 

(76,799

)

Other income (loss):

 

1,406

 

(138

)

 

1,268

 

Interest expense

 

99,627

 

34,252

 

 

133,879

 

Loss (gain) on derivative instruments

 

220,236

 

(6,347

)

 

213,889

 

Amortization of deferred financing costs

 

7,545

 

 

 

7,545

 

(Loss) income before income taxes

 

(391,032

)

(234,137

)

194,325

 

(430,844

)

Income tax (benefit) expense

 

(142,212

)

 

(19,924

)(d)

(162,136

)

Net (loss)

 

(248,820

)

(234,137

)

214,249

 

(268,708

)

Less: Net income attributable to noncontrolling interests

 

(20,931

)

 

(20,420

)(e)

(31,419

)

 

 

 

 

 

 

9,932

(f)

 

 

Net (loss) attributable to Rice

 

(269,751

)

(234,137

)

203,761

 

(300,127

)

Less: Preferred dividends and accretion of redeemable noncontrolling assets

 

(28,450

)

 

 

(28,450

)

Net (loss) attributable to Rice common stockholders

 

$

(298,201

)

$

(234,137

)

$

203,761

 

$

(328,577

)

Earnings per share of common stock attributable to Rice corporation:

 

 

 

 

 

 

 

 

 

Basic and Diluted:

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding

 

162,226

 

 

 

 

 

162,226

 

Net (loss)

 

$

(1.84

)

 

 

 

 

$

(2.03

)

 


(1)                                 Includes Vantage amounts from October 19, 2016 through December 31, 2016.

 

(2)                                 Represents the amounts on the Vantage Statement of Operations for January 1, 2016 through October 18, 2016.

 

12



 

(a)                                 Reflects exploratory costs capitalized by Vantage under the full cost method that would have been charged to exploration expense under the successful efforts method of accounting for oil and gas properties.

 

(b)                                 Adjustment of historical depreciation, depletion and amortization of Vantage to adjust to Rice’s policy to deprecate midstream assets over a 60 year useful life and to include pro forma provisions for DD&A related to the step up of property, plant and equipment to estimated fair value and application of the successful efforts method of accounting in the determination of the depletion rate.

 

(c)                                  To eliminate the historical natural gas and oil properties impairment charges recorded under the ceiling test of the full cost method of accounting to conform to Rice’s successful efforts method of accounting in the determination of the depletion rate.

 

(d)                                 To reflect tax impact of Vantage results of operations under Rice’s corporate tax structure. The tax rate applied to the pro forma adjustments and Vantage’s untaxed preacquisition net loss was the statutory federal and apportioned statutory state tax rate, net of the federal benefit of state taxes, applied to pre-tax income, excluding income allocated to non controlling interests as taxes attributable to non controlling interests not borne by Rice.

 

(e)                                  To adjust for historical estimated impact of Vantage on Rice Midstream Holdings noncontrolling interest.

 

(f)                                   To adjust for historical estimated impact of Vantage on Rice Energy Operating noncontrolling interest.

 

4.                                      Supplemental Pro Forma Natural Gas, NGLs and Crude Oil Reserves Information

 

The following tables present the estimated pro forma combined net proved developed and undeveloped, natural gas, NGLs and crude oil reserves as of December 31, 2016, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2016. The pro forma reserve information set forth below gives effect to the merger as if the transaction had occurred on January 1, 2016.

 

The following estimated pro forma reserve information is not necessarily indicative of the results that might have occurred had the merger taken place on January 1, 2016 and is not intended to be a

 

13



 

projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors.”

 

 

 

Total (Bcfe)—Natural Gas, Oil, and NGLs(1)

 

 

 

EQT
Historical

 

Rice Energy
Historical

 

Pro Forma
Adjustments

 

EQT Pro
Forma
Combined

 

Balance—December 31, 2015

 

9,976.6

 

1,700.0

 

 

11,676.6

 

Revisions of previous estimates

 

(472.3

)

17.2

 

 

(455.1

)

Extensions, discoveries and other additions

 

2,384.7

 

1,667.8

 

 

4,052.5

 

Purchase of hydrocarbons in place

 

2,395.8

 

 

924.7

(a)

3,320.5

 

Acquisitions

 

 

924.7

 

(924.7

)(a)

 

Production

 

(776.4

)

(304.4

)

 

(1,080.8

)

Balance—December 31, 2016

 

13,508.4

 

4,005.3

 

 

17,513.7

 

Proved developed reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

6,279.6

 

1,014.9

 

 

7,294.5

 

December 31, 2016

 

6,843.0

 

2,178.8

 

 

9,021.8

 

Proved undeveloped reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

3,697.0

 

685.1

 

 

4,382.1

 

December 31, 2016

 

6,665.4

 

1,826.5

 

 

8,491.9

 

 


(a)                                 Reclassification of hydrocarbons to purchase of hydrocarbons in place.

 

 

 

Natural Gas (Bcf)(1)

 

 

 

EQT
Historical

 

Rice Energy
Historical(1)

 

Pro Forma
Adjustments

 

EQT
Pro Forma
Combined

 

Balance—December 31, 2015

 

9,110.3

 

1,694.3

 

 

10,804.6

 

Revisions of previous estimates

 

(607.1

)

17.5

 

 

(589.6

)

Extensions, discoveries and other additions

 

2,241.5

 

1,657.5

 

 

3,899.0

 

Purchase of natural gas in place

 

2,288.2

 

 

886.9

(a)

3,175.1

 

Acquisitions

 

 

886.9

 

(886.9

)(a)

 

Production

 

(701.0

)

(302.3

)

 

(1,003.3

)

Balance—December 31, 2016

 

12,331.9

 

3,953.9

 

 

16,285.8

 

Proved developed reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

5,653.0

 

1,010.4

 

 

6,663.4

 

December 31, 2016

 

6,075.0

 

2,136.1

 

 

8,211.1

 

Proved undeveloped reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

3,457.3

 

683.9

 

 

4,141.2

 

December 31, 2016

 

6,256.9

 

1,817.8

 

 

8,074.7

 

 


(a)           Reclassification of natural gas acquisitions to purchase of natural gas in place.

 

14



 

 

 

NGLs (Thousands of Bbls)(1)

 

 

 

EQT
Historical

 

Rice Energy
Historical

 

Pro Forma
Adjustments

 

EQT Pro
Forma
Combined

 

Balance—December 31, 2015

 

138,481

 

883

 

 

139,364

 

Revisions of previous estimates

 

21,322

 

(137

)

 

21,185

 

Extensions, discoveries and other additions

 

23,797

 

1,706

 

 

25,503

 

Purchase of NGLs in place

 

17,932

 

 

6,125

(a)

24,057

 

Acquisitions

 

 

6,125

 

(6,125

)(a)

 

Production

 

(11,837

)

(281

)

 

(12,118

)

Balance—December 31, 2016

 

189,695

 

8,296

 

 

197,991

 

Proved developed reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

98,528

 

678

 

 

99,206

 

December 31, 2016

 

121,605

 

6,844

 

 

128,449

 

Proved undeveloped reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

39,953

 

205

 

 

40,158

 

December 31, 2016

 

68,090

 

1,452

 

 

69,542

 

 


(a)         Reclassification of NGL acquisitions to purchase of NGLs in place.

 

 

 

Oil (Thousands of Bbls)(1)

 

 

 

EQT
Historical

 

Rice Energy
Historical

 

Pro Forma
Adjustments

 

EQT Pro
Forma
Combined

 

Balance—December 31, 2015

 

5,900

 

71

 

 

5,971

 

Revisions of previous estimates

 

1,159

 

98

 

 

1,257

 

Extensions, discoveries and other additions

 

62

 

8

 

 

70

 

Purchase of oil in place

 

3

 

 

172

(a)

175

 

Acquisitions

 

 

172

 

(172

)(a)

 

Production

 

(729

)

(72

)

 

(801

)

Balance—December 31, 2016

 

6,395

 

277

 

 

6,672

 

Proved developed reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

5,900

 

71

 

 

5,971

 

December 31, 2016

 

6,395

 

273

 

 

6,668

 

Proved undeveloped reserves as of

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

December 31, 2016

 

 

4

 

 

4

 

 


(a)         Reclassification of oil acquisitions to purchase of oil in place

 

(1)         One thousand BBl equals approximately 6 million cubic feet (MMcf)

 

15



 

The pro forma standardized measure of discounted future net cash flows relating to proved natural gas, NGLs and crude oil reserves as of December 31, 2016 is as follows (in thousands):

 

 

 

EQT
Historical

 

Rice
Energy
Historical

 

EQT
Pro Forma
Combined

 

Future cash flows

 

$

24,011,281

 

$

7,174,765

 

$

31,186,046

 

Future production costs

 

(14,864,126

)

(3,103,526

)

(17,967,652

)

Future development costs

 

(3,778,698

)

(1,124,478

)

(4,903,176

)

Future income tax expense

 

(1,753,067

)

(41,135

)

(1,794,202

)

Future net cash flows

 

3,615,390

 

2,905,626

 

6,521,016

 

10% annual discount for estimated timing of cash flows

 

(2,626,636

)

(1,357,411

)

(3,984,047

)

Standardized measure of discounted future net cash flows

 

$

988,754

 

$

1,548,215

 

$

2,536,969

 

 

The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil, natural gas and NGL reserves for the year ended December 31, 2016 are as follows (in thousands):

 

 

 

EQT
Historical

 

Rice
Energy
Historical

 

Pro Forma
Adjustments

 

EQT
Pro Forma
Combined

 

Net changes in prices, production and development costs

 

$

(1,129,026

)

$

(18,656

)

$

 

$

(1,147,682

)

Revisions of previous quantity estimates

 

(60,959

)

46,894

 

 

(14,065

)

Sales and transfers of natural gas and oil produced—net

 

(539,980

)

(510,868

)

 

(1,050,848

)

Net change in income taxes

 

(91,823

)

(20,191

)

 

(112,014

)

Accretion of discount

 

122,674

 

88,627

 

 

211,301

 

Purchases of minerals in place—net

 

592,078

 

 

407,690

(a)

999,768

 

Extensions, discoveries and improved recovery, less related costs

 

590,885

 

516,370

 

 

1,107,255

 

Acquisitions

 

 

407,690

 

(407,690

)(a)

 

Development costs incurred during the period

 

402,891

 

 

111,276

(b)

514,167

 

Previously estimated development costs incurred

 

 

111,276

 

(111,276

)(b)

 

Sales of minerals in place—net

 

 

 

 

 

Timing and other

 

124,460

 

40,800

 

 

165,260

 

Net change for the year

 

11,200

 

661,942

 

 

673,142

 

Beginning of year

 

977,554

 

886,273

 

 

1,863,827

 

End of year

 

$

988,754

 

$

1,548,215

 

$

 

$

2,536,969

 

 


(a)                   Reclassification of $407.7 million of natural gas acquisitions to purchase of minerals in place—net

 

(b)                   Reclassification of $111.3 million of previously estimated development costs incurred to development costs incurred during the period.

 

16