EX-99.1
2
proformanrp.htm
PRO-FORMA FINANCIAL STATEMENTS
ProFormaNRP
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
On August 9, 2013, Abraxas completed the sale of the majority of the Company's non-operated Bakken formation properties to a subsidiary of Natural Resource Partners L.P. for a net purchase price of $38.3 million after all purchase price adjustments. The effective date of the sale was March 1, 2013.
The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2013, has been prepared assuming the divestiture of the non-operated Bakken properties was consummated on June 30, 2013. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2012 and for the six months ended June 30, 2013, have been prepared assuming the divestiture of the non-operated Bakken properties was consummated on January 1, 2012. These Unaudited Pro Forma Condensed financial statements should be read in conjunction with the notes thereto, and the Consolidated Financial Statements and notes thereto of Abraxas Petroleum Corporation filed with the Company's Form 10-K for the year ended December 31, 2013 and Form 10-Q for the six months ended June 30, 2013.
The Unaudited Pro Forma Financial Information is not indicative of the financial position or results of operations of Abraxas Petroleum Corporation which would actually have occurred it the transactions dad occurred at the dates presented or which may be obtained in the future. In addition, future results may vary significantly from the results reflected in such statements due to normal oil and gas production declines, reductions in prices paid for oil and gas, future acquisitions and other factors.
1
Abraxas Petroleum Corporation
Unaudited Pro-Forma Condensed Consolidated Balance Sheets
(in thousands)
As of June 30, 2013
Historical
Pro-Forma
Adjustments
Pro-Forma
Assets
Current assets:
Cash and cash equivalents
$
2,432
$
-
$
2,432
Accounts receivable, net
26,893
(4,624
)
22,269
Derivative asset - current
1,170
-
(1)
1,170
Assets held for sale.
34,800
(34,800
)
(1)
-
Other current assets
624
-
624
Total current assets
65,919
(39,424
)
26,495
Property and equipment:
Oil and gas properties, full cost method of accounting:
Proved
550,407
-
550,407
Unproved properties excluded from depletion
3,779
-
3,779
Other property and equipment
38,249
-
38,249
Total
592,435
-
592,435
Less accumulated depreciation, depletion, and amortization
(404,088
)
-
(404,088
)
Total property and equipment - net
188,347
-
188,347
Deferred financing fees, net
2,817
-
2,817
Derivative asset - long-term
2,317
-
2,317
Other assets
693
-
693
Total assets
$
260,093
$
(39,424
$
220,669
See notes to unaudited pro forma condensed consolidated financial statements.
2
Abraxas Petroleum Corporation
Unaudited Pro-Forma Condensed Consolidated Balance Sheets (continued)
(in thousands, except per share data)
As of June 30, 2013
Historical
Pro-Forma
Adjustments
Pro-Forma
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
$
41,971
$
-
$
41,971
Oil and gas production payable
14,006
-
14,006
Accrued interest
86
-
86
Other accrued expenses
2,139
-
2,139
Derivative liability - current
2,532
-
2,532
Current maturities of long-term debt
1,634
-
1,634
Total current liabilities
62,368
62,368
Long-term debt, excluding current maturities
131,023
(39,424
)
(2
)
91,599
Derivative liability - long-term
510
-
510
Other liabilities
57
-
57
Future site restoration
10,136
-
10,136
Total liabilities
204,094
(39,424
)
164,670
Stockholders' Equity
Preferred stock, par value $0.01 per share, authorized 1,000,000 shares; -0- issued and outstanding
-
-
-
Common stock, par value $0.01 per share,
authorized 200,000,000 shares; 92,799,762 issued and outstanding
928
-
928
Additional paid-in capital
252,184
-
252,184
Accumulated deficit
(196,796
)
-
(196,796
)
Accumulated other comprehensive (loss)
(317
)
-
(317
)
Total stockholders' equity
55,999
-
55,999
Total liabilities and stockholders' equity
$
260,093
$
(39,424
$
220,669
See notes to unaudited pro forma condensed consolidated financial statements.
3
Abraxas Petroleum Corporation
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(in thousands, except per share data)
Year Ended December 31, 2012
Historical
Pro-Forma
Adjustments
Pro-Forma
Revenue:
Oil and gas production revenues
$
68,499
$
(8,830
)
(1)
$
59,669
Other
74
-
74
68,573
(8,830
)
59,743
Operating costs and expenses:
Lease operating expenses
24,806
(2,487
)
(1)
22,319
Production taxes
6,613
(865
)
(1)
5,748
Depreciation, depletion, and amortization
23,016
(3,484
)
(1)
19,532
Impairment
19,774
-
19,774
General and administrative
10,712
-
10,712
84,921
(6,836
)
78,085
Operating loss
(16,348
)
(1,994
)
(18,342
)
Other (income) expense:
Interest income
(4
)
-
(4
)
Interest expense
5,520
(1,242
)
(2)
4,278
Amortization of deferred financing fees
937
-
937
Loss (gain) on derivative contracts - Realized
459
-
459
Loss (gain) on derivative contracts - Unrealized
(2,669
)
-
(2,669
)
Equity in income of joint venture
(2,207
)
-
(2,207
)
Other
97
-
97
2,133
(1,242
)
891
Net loss before income tax
(18,481
)
(752
)
(19,233
)
Income tax expense
310
-
310
Net loss
$
(18,791
)
$
(752
)
$
(19,543
)
Net loss per common share - basic
$
(0.20
)
$
-
$
(0.21
)
Net loss per common share - diluted
$
(0.20
)
$
-
$
(0.21
)
Weighted average shares outstanding - basic
91,914
-
91,914
Weighted average shares outstanding - diluted
91,914
-
91,914
See notes to unaudited pro forma condensed consolidated financial statements.
4
Abraxas Petroleum Corporation
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(in thousands, except per share data)
Six Months Ended June 30, 2013
Historical
Pro-Forma
Adjustments
Pro-Forma
Revenue:
Oil and gas production revenues
$
42,641
$
(5,067
)
(1
)
$
37,574
Other
49
-
49
42,690
(5,067
)
37,623
Operating costs and expenses:
Lease operating expenses
12,628
(2,340
)
(1
)
10,288
Production taxes
3,838
(491
)
(1
)
3,347
Depreciation, depletion, and amortization
12,285
(1,652
)
(1
)
10,633
Impairment
1,977
-
1,977
General and administrative
5,327
-
5,327
36,055
(4,483
)
31,572
Operating income
6,635
(584
)
6,051
Other (income) expense:
Interest income
(1
)
-
(1
)
)
Interest expense
2,467
(621
)
(2
)
1,846
Amortization of deferred financing fees
676
-
676
Loss (gain) on derivative contracts - Realized
1,708
-
1,708
Loss (gain) on derivative contracts - Unrealized
(6,864
)
-
(6,864
)
)
Other
101
-
101
(1,913
)
(621
)
(2,534
)
)
Net income before income tax
8,548
37
8,585
Income tax expense
87
-
87
Net income
$
8,461
$
37
$
8,498
Net income per common share - basic
$
0.09
$
-
$
0.09
Net income per common share - diluted
$
0.08
$
-
$
0.09
Weighted average shares outstanding - basic
92,323
-
92,323
Weighted average shares outstanding - diluted
93,311
-
93,311
See notes to unaudited pro forma condensed consolidated financial statements.
5
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet:
The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the transactions had occurred as of June 30, 2013.
(1)
To adjust assets held for sale and accounts receivable to reflect sales proceeds.
(2)
To reduce long-term debt for net cash proceeds from the property sales.
Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations:
The Unaudited Pro Forma Statements of Operations are presented as if the transactions had occurred as of the beginning of the period presented.
(1)
To adjust oil and gas production revenues, lease operating and production taxes and depreciation, depletion and amortization as if the transactions had been completed as of the beginning of the period.
(2)
To adjust interest expense, giving effect to pay-down of the Company's long-term debt and current maturities of long-term debt, at the stated interest rates of the associated debt.
The Company estimates that the cost of completing this transaction were approximately $75,000
6

EX - 99 . 1 2 proformanrp . htm PRO - FORMA FINANCIAL STATEMENTS ProFormaNRP Exhibit 99 . 1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA On August 9 , 2013 , Abraxas completed the sale of the majority of the Company 's non - operated Bakken formation properties to a subsidiary of Natural Resource Partners L . P . for a net purchase price of $ 38.3 million after all purchase price adjustments . The effective date of the sale was March 1 , 2013 . The following unaudited pro forma condensed consolidated balance sheet as of June 30 , 2013 , has been prepared assuming the divestiture of the non - operated Bakken properties was consummated on June 30 , 2013 . The unaudited pro forma consolidated statements of operations for the year ended December 31 , 2012 and for the six months ended June 30 , 2013 , have been prepared assuming the divestiture of the non - operated Bakken properties was consummated on January 1 , 2012 . These Unaudited Pro Forma Condensed financial statements should be read in conjunction with the notes thereto , and the Consolidated Financial Statements and notes thereto of Abraxas Petroleum Corporation filed with the Company 's Form 10 - K for the year ended December 31 , 2013 and Form 10 - Q for the six months ended June 30 , 2013 . The Unaudited Pro Forma Financial Information is not indicative of the financial position or results of operations of Abraxas Petroleum Corporation which would actually have occurred it the transactions dad occurred at the dates presented or which may be obtained in the future . In addition , future results may vary significantly from the results reflected in such statements due to normal oil and gas production declines , reductions in prices paid for oil and gas , future acquisitions and other factors . 1 Abraxas Petroleum Corporation Unaudited Pro - Forma Condensed Consolidated Balance Sheets ( in thousands ) As of June 30 , 2013 Historical Pro - Forma Adjustments Pro - Forma Assets Current assets : Cash and cash equivalents $ 2,432 $ - $ 2,432 Accounts receivable , net 26,893 ( 4,624 ) 22,269 Derivative asset - current 1,170 - ( 1 ) 1,170 Assets held for sale . 34,800 ( 34,800 ) ( 1 ) - Other current assets 624 - 624 Total current assets 65,919 ( 39,424 ) 26,495 Property and equipment : Oil and gas properties , full cost method of accounting : Proved 550,407 - 550,407 Unproved properties excluded from depletion 3,779 - 3,779 Other property and equipment 38,249 - 38,249 Total 592,435 - 592,435 Less accumulated depreciation , depletion , and amortization ( 404,088 ) - ( 404,088 ) Total property and equipment - net 188,347 - 188,347 Deferred financing fees , net 2,817 - 2,817 Derivative asset - long - term 2,317 - 2,317 Other assets 693 - 693 Total assets $ 260,093 $ ( 39,424 $ 220,669 See notes to unaudited pro forma condensed consolidated financial statements . 2 Abraxas Petroleum Corporation Unaudited Pro - Forma Condensed Consolidated Balance Sheets ( continued ) ( in thousands , except per share data ) As of June 30 , 2013 Historical Pro - Forma Adjustments Pro - Forma Liabilities and Stockholders ' Equity Current liabilities : Accounts payable $ 41,971 $ - $ 41,971 Oil and gas production payable 14,006 - 14,006 Accrued interest 86 - 86 Other accrued expenses 2,139 - 2,139 Derivative liability - current 2,532 - 2,532 Current maturities of long - term debt 1,634 - 1,634 Total current liabilities 62,368 62,368 Long - term debt , excluding current maturities 131,023 ( 39,424 ) ( 2 ) 91,599 Derivative liability - long - term 510 - 510 Other liabilities 57 - 57 Future site restoration 10,136 - 10,136 Total liabilities 204,094 ( 39,424 ) 164,670 Stockholders ' Equity Preferred stock , par value $ 0.01 per share , authorized 1,000,000 shares ; - 0 - issued and outstanding - - - Common stock , par value $ 0.01 per share , authorized 200,000,000 shares ; 92,799,762 issued and outstanding 928 - 928 Additional paid - in capital 252,184 - 252,184 Accumulated deficit ( 196,796 ) - ( 196,796 ) Accumulated other comprehensive ( loss ) ( 317 ) - ( 317 ) Total stockholders ' equity 55,999 - 55,999 Total liabilities and stockholders ' equity $ 260,093 $ ( 39,424 $ 220,669 See notes to unaudited pro forma condensed consolidated financial statements . 3 Abraxas Petroleum Corporation Unaudited Pro Forma Condensed Consolidated Statements of Operations ( in thousands , except per share data ) Year Ended December 31 , 2012 Historical Pro - Forma Adjustments Pro - Forma Revenue : Oil and gas production revenues $ 68,499 $ ( 8,830 ) ( 1 ) $ 59,669 Other 74 - 74 68,573 ( 8,830 ) 59,743 Operating costs and expenses : Lease operating expenses 24,806 ( 2,487 ) ( 1 ) 22,319 Production taxes 6,613 ( 865 ) ( 1 ) 5,748 Depreciation , depletion , and amortization 23,016 ( 3,484 ) ( 1 ) 19,532 Impairment 19,774 - 19,774 General and administrative 10,712 - 10,712 84,921 ( 6,836 ) 78,085 Operating loss ( 16,348 ) ( 1,994 ) ( 18,342 ) Other ( income ) expense : Interest income ( 4 ) - ( 4 ) Interest expense 5,520 ( 1,242 ) ( 2 ) 4,278 Amortization of deferred financing fees 937 - 937 Loss ( gain ) on derivative contracts - Realized 459 - 459 Loss ( gain ) on derivative contracts - Unrealized ( 2,669 ) - ( 2,669 ) Equity in income of joint venture ( 2,207 ) - ( 2,207 ) Other 97 - 97 2,133 ( 1,242 ) 891 Net loss before income tax ( 18,481 ) ( 752 ) ( 19,233 ) Income tax expense 310 - 310 Net loss $ ( 18,791 ) $ ( 752 ) $ ( 19,543 ) Net loss per common share - basic $ ( 0 . 20 ) $ - $ ( 0 . 21 ) Net loss per common share - diluted $ ( 0 . 20 ) $ - $ ( 0 . 21 ) Weighted average shares outstanding - basic 91,914 - 91,914 Weighted average shares outstanding - diluted 91,914 - 91,914 See notes to unaudited pro forma condensed consolidated financial statements . 4 Abraxas Petroleum Corporation Unaudited Pro Forma Condensed Consolidated Statements of Operations ( in thousands , except per share data ) Six Months Ended June 30 , 2013 Historical Pro - Forma Adjustments Pro - Forma Revenue : Oil and gas production revenues $ 42,641 $ ( 5,067 ) ( 1 ) $ 37,574 Other 49 - 49 42,690 ( 5,067 ) 37,623 Operating costs and expenses : Lease operating expenses 12,628 ( 2,340 ) ( 1 ) 10,288 Production taxes 3,838 ( 491 ) ( 1 ) 3,347 Depreciation , depletion , and amortization 12,285 ( 1,652 ) ( 1 ) 10,633 Impairment 1,977 - 1,977 General and administrative 5,327 - 5,327 36,055 ( 4,483 ) 31,572 Operating income 6,635 ( 584 ) 6,051 Other ( income ) expense : Interest income ( 1 ) - ( 1 ) ) Interest expense 2,467 ( 621 ) ( 2 ) 1,846 Amortization of deferred financing fees 676 - 676 Loss ( gain ) on derivative contracts - Realized 1,708 - 1,708 Loss ( gain ) on derivative contracts - Unrealized ( 6,864 ) - ( 6,864 ) ) Other 101 - 101 ( 1,913 ) ( 621 ) ( 2,534 ) ) Net income before income tax 8,548 37 8,585 Income tax expense 87 - 87 Net income $ 8,461 $ 37 $ 8,498 Net income per common share - basic $ 0 . 09 $ - $ 0 . 09 Net income per common share - diluted $ 0 . 08 $ - $ 0 . 09 Weighted average shares outstanding - basic 92,323 - 92,323 Weighted average shares outstanding - diluted 93,311 - 93,311 See notes to unaudited pro forma condensed consolidated financial statements . 5 Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet : The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the transactions had occurred as of June 30 , 2013 . ( 1 ) To adjust assets held for sale and accounts receivable to reflect sales proceeds . ( 2 ) To reduce long - term debt for net cash proceeds from the property sales . Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations : The Unaudited Pro Forma Statements of Operations are presented as if the transactions had occurred as of the beginning of the period presented . ( 1 ) To adjust oil and gas production revenues , lease operating and production taxes and depreciation , depletion and amortization as if the transactions had been completed as of the beginning of the period . ( 2 ) To adjust interest expense , giving effect to pay - down of the Company 's long - term debt and current maturities of long - term debt , at the stated interest rates of the associated debt . The Company estimates that the cost of completing this transaction were approximately $ 75,000 6